Common use of Indemnification by the Seller Group Clause in Contracts

Indemnification by the Seller Group. (a) Except as provided in Section 7.01, the Company and the Stockholders, jointly and severally (except as otherwise provided herein), shall indemnify and defend the Parent, the Buyer, and each of their respective officers, directors, members, managers, employees, consultants, stockholders, agents, advisors and representatives, and each of their respective Affiliates (each, a “Parent Indemnitee”) from and against, and hold each Parent Indemnitee harmless from and against, any and all Losses that any Parent Indemnitee may suffer or incur based upon, arising out of, relating to or in connection with any of the following (whether or not in connection with any third party claim): (i) any breach of any representation or warranty made by any member of the Seller Group contained in this Agreement or in respect of any claim made based upon alleged facts that if true could constitute any such breach; (ii) the Seller Group’s breach of any covenant, obligation or other agreement required to be performed or complied with by the Seller Group contained in this Agreement; (iii) any Excluded Liabilities, including, without limitation, any and all Existing and Prior Liabilities of the Company and the liabilities of the Company set forth on Schedule 1.02(a) and Schedule 2.11(d); (iv) any payroll tax liability incurred by the Buyer or the Parent with respect to Re-Employed Employees arising by reason of the Company’s failure to turn over all Acquired Books and Records described in Section 4.07 or any failure by the Company to have paid Pre-Closing Payroll Taxes; and (v) the matters set forth on Schedule 7.02(v). (b) It is the intent of the parties that the Seller Group shall indemnify the Parent Indemnitees with respect to any Excluded Liabilities, including, without limitation, any and all Existing and Prior Liabilities of the Company, without reduction in respect of any qualification or limitation that may exist anywhere in this Agreement, including, but not limited to, any qualification or limitation relating to “Knowledge” or “materiality” that may be contained in any of the representations and warranties contained in Article 2 hereof. Therefore, if any fact, event or circumstance that results in a Loss for which a Parent Indemnitee is entitled to seek indemnification hereunder may be considered to be described by both item (i) and item (iii) of Section 7.02(a), then, for purposes of determining the amount of the Seller Group’s indemnification obligations with respect to such fact, event or circumstance, such fact, event or circumstance shall be deemed to arise under item (iii) of Section 7.02(a).

Indemnification by the Seller Group. (a) Except as provided in Section 7.01, Each member of the Company and the StockholdersSeller Group, jointly and severally (except as otherwise provided hereinbut in the case of the Companies, subject to Section 8.2(b)), shall indemnify and defend the Parent, the Buyer, Parent and each of their respective its officers, directors, members, managers, employees, consultants, stockholdersshareholders, agents, advisors and representatives, and each of their respective Affiliates or representatives (each, a “Parent Indemnitee”) from and against, and hold each Parent Indemnitee harmless from and against, any and all Losses that any Parent Indemnitee may suffer or incur based upon, arising out of, relating to or in connection with any of the following (whether or not in connection with any third party claim): (i) any breach of or inaccuracy in any representation or warranty made by any member of the Seller Group contained in this Agreement or in any of the Operative Agreements or in respect of any claim made based upon alleged facts that if true could constitute any such breach;breach or inaccuracy; and (ii) the Seller Group’s breach of or failure to perform or to comply with any covenant, obligation or other agreement required to be performed or complied with by the Seller Group contained in this Agreement; (iii) Agreement or in any Excluded Liabilities, including, without limitation, any and all Existing and Prior Liabilities of the Company and the liabilities of the Company set forth on Schedule 1.02(a) and Schedule 2.11(d); (iv) any payroll tax liability incurred by the Buyer or the Parent with respect to Re-Employed Employees arising by reason of the Company’s failure to turn over all Acquired Books and Records described in Section 4.07 or any failure by the Company to have paid Pre-Closing Payroll Taxes; and (v) the matters set forth on Schedule 7.02(v)Operative Agreements. (b) It is If the intent Closing occurs, none of the parties that the Seller Group Companies shall have any obligation whatsoever to indemnify any of the Parent Indemnitees with respect to any Excluded Liabilities, including, without limitation, any and all Existing and Prior Liabilities of the Company, without reduction in respect of any qualification under this Agreement (including this Section 8) or limitation that may exist anywhere in this Agreement, including, but not limited to, any qualification or limitation relating to “Knowledge” or “materiality” that may be contained in any of the representations Operative Agreements, and warranties contained shall have no obligation whatsoever to the Sellers to make any contribution, cross-indemnify or otherwise participate in Article 2 hereof. Therefore, if any fact, event or circumstance that results in a Loss for which a Parent Indemnitee is entitled to seek indemnification hereunder may be considered to be described by both item (i) and item (iii) of Section 7.02(a), then, for purposes of determining the amount obligation of the Seller Group’s indemnification obligations with respect to such fact, event or circumstance, such fact, event or circumstance shall be deemed to arise under item (iii) of Section 7.02(a)Sellers hereunder.

Indemnification by the Seller Group. (a) Except as provided in Section 7.01, the Company and the StockholdersStockholder, jointly and severally (except as otherwise provided herein)severally, shall indemnify and defend the Parent, the Buyer, and each of their respective officers, directors, members, managers, employees, consultants, stockholders, agents, advisors and representatives, and each of their respective Affiliates (each, a “Parent Indemnitee”) from and against, and hold each Parent Indemnitee harmless from and against, any and all Losses that any Parent Indemnitee may suffer or incur based upon, arising out of, relating to or in connection with any of the following (whether or not in connection with any third party claim): (i) any breach of or inaccuracy in any representation or warranty made by any member of the Seller Group contained in this Agreement or in any of the Operative Agreements or in respect of any claim made based upon alleged facts that if true could constitute any such breachbreach or inaccuracy; (ii) the Seller Group’s breach of or failure to perform or to comply with any covenant, obligation or other agreement required to be performed or complied with by the Seller Group contained in this AgreementAgreement or in any of the Operative Agreements; (iii) any Excluded Liabilities, including, without limitation, any and all Existing and Prior Liabilities of the Company and the liabilities of the Company set forth on Schedule 1.02(a) and Schedule 2.11(d)Company; (iv) any payroll tax liability incurred by the Buyer or the Parent with respect to Re-Employed Employees arising by reason of the Company’s failure to turn over all Acquired Books and Records described in Section 4.07 or any failure by the Company to have paid Pre-Closing Payroll Taxes; and. (v) any and all Moving Costs incurred by Seller Group in excess of $30,000 (the matters set forth on Schedule 7.02(v“Special Indemnity”). (b) It is the intent of the parties that the Seller Group shall indemnify the Parent Indemnitees with respect to any Excluded Liabilities, including, without limitation, any and all Existing and Prior Liabilities of the Company, without reduction in respect of any qualification or limitation that may exist anywhere in this Agreement, including, but not limited to, any qualification or limitation relating to “Knowledge” or “materiality” that may be contained in any of the representations and warranties contained in Article 2 hereof. Therefore, if any fact, event or circumstance that results in a Loss for which a Parent Indemnitee is entitled to seek indemnification hereunder may be considered to be described by both item (i) and item (iii) of Section 7.02(a), then, for purposes of determining the amount of the Seller Group’s indemnification obligations with respect to such fact, event or circumstance, such fact, event or circumstance shall be deemed to arise under item (iii) of Section 7.02(a).

Indemnification by the Seller Group. (a) Except as provided in Section 7.01, the The Company and the StockholdersMembers, jointly and severally (except as otherwise provided herein)severally, shall indemnify and defend the Parent, the Buyer, and each of their respective officers, directors, members, managers, employees, consultants, stockholdersshareholders, agents, advisors and representatives, and each of their respective Affiliates (each, a “Parent Indemnitee”) from and against, and hold each Parent Indemnitee harmless from and against, any and all Losses that any Parent Indemnitee may suffer or incur based upon, arising out of, relating to or in connection with any of the following (whether or not in connection with any third party claim): (i) any breach of or inaccuracy in any representation or warranty made by any member of the Seller Group contained in this Agreement or in any of the Operative Agreements or in respect of any claim made based upon alleged facts that if true could constitute any such breachbreach or inaccuracy; (ii) the Seller Group’s breach of or failure to perform or to comply with any covenant, obligation or other agreement required to be performed or complied with by the Seller Group contained in this AgreementAgreement or in any of the Operative Agreements; (iii) any Excluded Liabilities, including, without limitation, any and all Existing and Prior Liabilities of the Company and the liabilities of the Company set forth on Schedule 1.02(a) and Schedule 2.11(d);Company; and (iv) any payroll tax liability incurred by the Buyer or the Parent with respect to Re-Employed Employees arising by reason of the Company’s failure to turn over all Acquired Books and Records described in Section 4.07 4.14(c) or any failure by the Company to have paid Pre-Closing Payroll Taxes; and (v) the matters set forth on Schedule 7.02(v). (b) It is the intent of the parties that the Seller Group shall indemnify the Parent Indemnitees with respect to any Excluded Liabilities, including, without limitation, any and all Existing and Prior Liabilities of the Company, without reduction in respect of any qualification or limitation that may exist anywhere in this Agreement, including, but not limited to, any qualification or limitation relating to “Knowledge” or “materiality” that may be contained in any of the representations and warranties contained in Article 2 hereof. Therefore, if any fact, event or circumstance that results in a Loss for which a Parent Indemnitee is entitled to seek indemnification hereunder may be considered to be described by both item (i) and item (iii) of Section 7.02(a), then, for purposes of determining the amount of the Seller Group’s indemnification obligations with respect to such fact, event or circumstance, such fact, event or circumstance shall be deemed to arise under item (iii) of Section 7.02(a).