Common use of Indemnification by the Sellers; Limitation of Liability Clause in Contracts

Indemnification by the Sellers; Limitation of Liability. From and after the Closing: (a) Each Seller shall individually (not jointly) indemnify, defend, and hold Buyer and Buyer’s Affiliates (including the Company) and Buyer’s and Buyer’s Affiliates’ respective successors and assigns harmless from and against any claim, demand, cause of action, judgment, loss, liability, cost, or other expense whatsoever, including reasonable attorneys’ fees (each such claim, demand, cause of action, judgment, loss, liability, cost, or other expense is referred to in this Agreement individually as a “Loss” and collectively as “Losses”) arising out of, or relating to, (i) any breach of any representation or warranty made by such Seller in ARTICLE III or (ii) any breach of any covenant to be performed or observed by such Seller under this Agreement; (b) The Sellers shall, jointly and severally, indemnify, defend, and hold Buyer and Buyer’s Affiliates (including the Company) and Buyer’s and Buyer’s Affiliates’ respective successors and assigns harmless from and against any Loss arising out of, or relating to, (i) any breach of any representation or warranty made by the Sellers in ARTICLE IV, (ii) any Pre-Closing Tax Liabilities, and (iii) any Closing Date Company Debt, in each case except to the extent such liability is reflected in the Final Closing Date Working Capital.