Common use of Indemnification of Seller Clause in Contracts

Indemnification of Seller. Subject to the limitations set forth in Sections 9(c), 9(d) and 9(e), Buyer shall indemnify and hold Seller, its affiliated corporations and their respective officers, directors, shareholders, employees, agents and representatives (the "Seller Indemnified Parties") harmless from, against, for and in respect of any and all damages, losses, settlement payments, obligations, liabilities, claims, actions or causes of action (whether as a result of direct claims or third-party claims) actually suffered, sustained, incurred or required to be paid by Seller Indemnified Parties, net of any resulting income tax benefits to Seller Indemnified Parties, because of (i) the breach of any written representation, warranty, agreement or covenant of Buyer contained in this Agreement (as the same shall have been modified at any time at or before Closing, including, without limitation, any modification contained in any certificate of Buyer concerning such matters delivered at the Closing) or the Closing Documents; (ii) any and all Assumed Liabilities and all liabilities in connection with the operation of the Businesses in respect of periods on and after the Closing Date; (iii) any contamination on or under the property that is subject to the Deed or Sublease(s) or in any of the Assets caused by Buyer on or after the Closing Date or any liability for remediation or clean-up of environmental conditions as a result of Buyer's operations, whether on or under the property that is subject to the Deed or the Sublease(s) or elsewhere; and (iv) all reasonable costs and expenses (including, without limitation, attorneys' fees, interest and penalties) incurred by Seller Indemnified Parties in connection with any action, suit, proceeding, demand, assessment or judgment incident to any of the matters indemnified against in this Section 9(b).

Indemnification of Seller. Subject Buyer agrees to the limitations set forth in Sections 9(c)defend, 9(d) and 9(e), Buyer shall indemnify and hold Sellerharmless Seller and the Company, its affiliated corporations and their respective officers, directors, shareholders, employees, agents successors and representatives assigns (individually a “Seller Indemnitee,” and collectively the "“Seller Indemnified Parties"Indemnitees”) harmless from, against, for against and in respect of the following: (a) any and all losses, damages, lossesdeficiencies or liabilities caused by, settlement payments, obligations, liabilities, claims, actions resulting or causes of action (whether as a result of direct claims arising from or third-party claims) actually suffered, sustained, incurred or required otherwise relating to be paid by Seller Indemnified Parties, net of any resulting income tax benefits to Seller Indemnified Parties, because of (i) the any breach of any written representation, warranty, agreement or covenant the representations and warranties of Buyer contained in this Agreement (as the same shall have been modified at any time at or before Closing, including, without limitation, any modification contained in any instrument, certificate or affidavit delivered by or on behalf of Buyer concerning such matters delivered at the Closing) or the Closing Documentsin accordance with this Agreement; (ii) any and all Assumed Liabilities and all liabilities failure by Buyer to perform or otherwise fulfill or comply with: (X) if this Agreement shall have been terminated, Section 6.3 or any other covenant, undertaking, agreement or obligation to be performed, fulfilled or complied with by Buyer prior to or in connection with the operation of Closing; or (Y) if the Businesses in respect of periods on and Closing shall occur, any covenant, undertaking or other agreement or obligation hereunder to be performed, fulfilled or otherwise complied with by Buyer after the Closing Date; or (iii) any contamination on obligation or under the property that is subject liability with respect to the Deed operation of the Company by Buyer after the Closing; (b) any and all actions, suits, proceedings, claims, liabilities, demands, assessments, judgments, interest, penalties, costs and expenses, including reasonable attorneys’ fees, incurred by the Seller Indemnities in connection with investigating, defending, settling or Sublease(s) prosecuting any action, suit, proceeding or in claim against any Seller Indemnitee hereunder, incident to any of the Assets caused by Buyer on or after the Closing Date or any liability for remediation or clean-up of environmental conditions as a result of Buyer's operationsitems referred to in Section 9.2(a); provided, whether on or under the property that is subject to the Deed or the Sublease(s) or elsewhere; and (iv) all reasonable costs and expenses (includingthat, without limitation, attorneys' fees, interest and penalties) incurred by Seller Indemnified Parties in connection with if any action, suit, proceeding, claim, liability, demand or assessment shall be asserted against any Seller Indemnitee in respect of which such Seller Indemnitee proposes to demand indemnification, such Seller Indemnitee shall notify Buyer thereof within a reasonable period of time after assertion thereof, and such notice shall include copies of all suit, service and claim documents, all other relevant documents in the possession of the Seller Indemnitee and an explanation of the Seller Indemnitee’s contentions and defenses with as much specificity and particularity as the circumstances permit; provided, further, that the failure of the Seller Indemnitee to give such notice or provide such documentation shall not relieve Buyer of its obligations under this Section 9.2 if Buyer shall not have been prejudiced thereby (and then solely to the extent thereof). Subject to rights of or duties to any insurer or other third Person having liability therefore, Buyer shall have the right within ten (10) days after receipt of such notice to assume the control of the defense, compromise or settlement of any such action, suit, proceeding, claim, liability, demand, assessment or assessment, including, at its own expense, employment of counsel; provided, that, if Buyer shall have exercised its right to assume such control, the Seller Indemnitee may, in its sole discretion and at its sole expense, employ counsel to represent it (in addition to counsel employed by Buyer) in any such matter, and in such event counsel selected by Buyer shall be required to cooperate with such counsel of the Seller Indemnitee in such defense, compromise or settlement for the purpose of informing and sharing information with such Seller Indemnitee. So long as Buyer is defending in good faith any such claims or demands asserted by a third Person against the Seller Indemnitee, the Seller Indemnitee shall not settle or compromise such claim or demand. If Buyer has assumed the defense of any such claim or demand, then it shall not consent to the entry of judgment incident or enter into any settlement without the prior written consent of the Seller Indemnitee (which consent shall not be unreasonably withheld). The Seller Indemnitee shall make available to Buyer or its agents all records and other materials in the Seller Indemnitee’s possession reasonably required by it for its use in contesting any third party claim or demand. (c) subject to the provision of Article 9, any Taxes (i) imposed on the Company, with respect to any taxable period, or portion thereof, ending on or before the Closing Date, or, (ii) imposed with respect to the ownership, use or operation of, including income and revenues from, the Sellers’ Shares and the Company’s assets on or before the date of this Agreement. (d) any Labor Claims asserted against the matters indemnified against in this Section 9(b)Company, with respect to periods prior to the Closing Date.

Indemnification of Seller. Subject Buyer agrees to the limitations set forth in Sections 9(c)defend, 9(d) and 9(e), Buyer shall indemnify and hold Sellerharmless Seller and the Company, its affiliated corporations and their respective officers, directors, shareholders, employees, agents successors and representatives assigns (individually a “Seller Indemnitee,” and collectively the "“Seller Indemnified Parties"Indemnitees”) harmless from, against, for against and in respect of the following: (a) any and all losses, damages, lossesdeficiencies or liabilities caused by, settlement payments, obligations, liabilities, claims, actions resulting or causes of action (whether as a result of direct claims arising from or third-party claims) actually suffered, sustained, incurred or required otherwise relating to be paid by Seller Indemnified Parties, net of any resulting income tax benefits to Seller Indemnified Parties, because of (i) the any breach of any written representation, warranty, agreement or covenant the representations and warranties of Buyer contained in this Agreement (as the same shall have been modified at any time at or before Closing, including, without limitation, any modification contained in any instrument, certificate or affidavit delivered by or on behalf of Buyer concerning such matters delivered at the Closing) or the Closing Documentsin accordance with this Agreement; (ii) any and all Assumed Liabilities and all liabilities failure by Buyer to perform or otherwise fulfill or comply with: (X) if this Agreement shall have been terminated, Section 5.3 or any other covenant, undertaking, agreement or obligation to be performed, fulfilled or complied with by Buyer prior to or in connection with the operation of Closing; or (Y) if the Businesses in respect of periods on and Closing shall occur, any covenant, undertaking or other agreement or obligation hereunder to be performed, fulfilled or otherwise complied with by Buyer after the Closing Date; or (iii) any contamination on obligation or under the property that is subject liability with respect to the Deed operation of the Company by Buyer after the Closing; (b) any and all actions, suits, proceedings, claims, liabilities, demands, assessments, judgments, interest, penalties, costs and expenses, including reasonable attorneys’ fees, incurred by the Seller Indemnities in connection with investigating, defending, settling or Sublease(s) prosecuting any action, suit, proceeding or in claim against any Seller Indemnitee hereunder, incident to any of the Assets caused by Buyer on or after the Closing Date or any liability for remediation or clean-up of environmental conditions as a result of Buyer's operationsitems referred to in Section 9.2(a); provided, whether on or under the property that is subject to the Deed or the Sublease(s) or elsewhere; and (iv) all reasonable costs and expenses (includingthat, without limitation, attorneys' fees, interest and penalties) incurred by Seller Indemnified Parties in connection with if any action, suit, proceeding, claim, liability, demand or assessment shall be asserted against any Seller Indemnitee in respect of which such Seller Indemnitee proposes to demand indemnification, such Seller Indemnitee shall notify Buyer thereof within a reasonable period of time after assertion thereof, and such notice shall include copies of all suit, service and claim documents, all other relevant documents in the possession of the Seller Indemnitee and an explanation of the Seller Indemnitee’s contentions and defenses with as much specificity and particularity as the circumstances permit; provided, further, that the failure of the Seller Indemnitee to give such notice or provide such documentation shall not relieve Buyer of its obligations under this Section 9.2 if Buyer shall not have been prejudiced thereby (and then solely to the extent thereof). Subject to rights of or duties to any insurer or other third Person having liability therefore, Buyer shall have the right within ten (10) days after receipt of such notice to assume the control of the defense, compromise or settlement of any such action, suit, proceeding, claim, liability, demand, assessment or judgment incident assessment, including, at its own expense, employment of counsel; provided, that, if Buyer shall have exercised its right to assume such control, the Seller Indemnitee may, in its sole discretion and at its sole expense, employ counsel to represent it (in addition to counsel employed by Buyer) in any such matter, and in such event counsel selected by Buyer shall be required to cooperate with such counsel of the matters indemnified Seller Indemnitee in such defense, compromise or settlement for the purpose of informing and sharing information with such Seller Indemnitee. So long as Buyer is defending in good faith any such claims or demands asserted by a third Person against the Seller Indemnitee, the Seller Indemnitee shall not settle or compromise such claim or demand. If Buyer has assumed the defense of any such claim or demand, then it shall not consent to the entry of judgment or enter into any settlement without the prior written consent of the Seller Indemnitee (which consent shall not be unreasonably withheld). The Seller Indemnitee shall make available to Buyer or its agents all records and other materials in this Section 9(b)the Seller Indemnitee’s possession reasonably required by it for its use in contesting any third party claim or demand.

Indemnification of Seller. Subject to the limitations set forth in Sections 9(c)Purchaser shall indemnify, 9(d) and 9(e), Buyer shall indemnify defend and hold Seller, harmless Seller and its affiliated corporations Affiliates and their respective officers, directors, shareholders, employees, and agents and representatives (collectively, the "Seller Seller's Indemnified Parties") harmless from, against, for from and in respect of against any and all damagesLosses that any of Seller's Indemnified Parties may at any time suffer or incur, lossesor become subject to, settlement payments, obligations, liabilities, claims, actions or causes of action (whether as a result of direct claims or third-party claims) actually suffered, sustained, incurred or required to be paid by Seller Indemnified Parties, net of any resulting income tax benefits to Seller Indemnified Parties, because of in connection with the following: (i) the any breach or inaccuracy of any written representation, warranty, agreement of the representations and warranties made by the Purchaser in or covenant of Buyer contained in pursuant to this Agreement (as or under any of the same shall have been modified at any time at or before Closing, including, without limitation, any modification contained in any certificate of Buyer concerning such matters documents and instruments delivered at by the Closing) or the Closing DocumentsPurchaser pursuant to this Agreement; (ii) any and all Assumed Liabilities and all liabilities in connection with the operation failure of the Businesses in respect Purchaser to carry out, perform, satisfy and discharge any of periods on its covenants, agreements, undertakings, liabilities or obligations under this Agreement or under any of the documents and instruments delivered by the Purchaser pursuant to this Agreement; (iii) all federal and state income and other taxes which relate to the Purchaser's conduct of the Business from and after the Closing Date; and (iiiiv) any contamination on event or under the property that is subject occurrence subsequent to the Deed or Sublease(s) or in any of Closing Date relating to the Assets caused by Buyer on or Business. In addition, Purchaser and Ultimate agree, after the Closing Date Date, jointly and severally to indemnify and hold harmless Seller's Indemnified Parties from and against any and all Losses (including, but not limited to, Taxes attributable to the loss of any tax benefits arising from any NOL's of Seller as of the Closing Date) that such parties may incur, or any liability for remediation or clean-up of environmental conditions become subject to, as a result of Buyer's operations, whether on or under the property that is subject to the Deed or the Sublease(s) or elsewhere; and (iv) all reasonable costs and expenses (including, without limitation, attorneys' fees, interest and penalties) incurred by Seller Indemnified Parties in connection with any actionthe Election, suitto the extent that such Losses exceed, proceedingin the aggregate, demand, assessment or judgment incident the Tax Gross-Up Payment. Purchaser's and Ultimate's indemnification obligations under the preceding sentence shall not be subject to any limitations of the matters indemnified against or Threshold relating to liability set forth in this Section 9(b)13.6 hereof.

Indemnification of Seller. Subject A. Buyer agrees to the limitations set forth in Sections 9(c), 9(d) and 9(e), Buyer shall indemnify and hold Seller, its affiliated corporations harmless seller and their respective officers, directors, shareholders, employees, agents seller's successors and representatives (the "Seller Indemnified Parties") harmless from, against, for assigns from and in respect of against any and all damages(i) liabilities, losses, settlement paymentsclaims, obligationstaxes, liabilities, claimsfines, actions penalties, damages and expenses, direct or causes indirect ("losses") and (ii) reasonable attorneys' and accountants' fees and expenses, court costs and all other reasonable out-of-pocket expenses ("expenses") incurred by seller in connection with or arising from: 1. any damage or deficiency resulting from the non-performance of action (whether as a result of direct claims or third-party claims) actually suffered, sustained, incurred or required any agreement to be paid performed by Seller Indemnified Parties, net of buyer under this Agreement or from any resulting income tax benefits material misrepresentation in or omission from any certificate or other instrument furnished to Seller Indemnified Parties, because of (i) the seller under this Agreement; 2. any breach of any written of the representations, warranties, covenants or agreements made by buyer in this Agreement or in any ancillary document; 3. any attempt (whether or not successful) by any person to cause or require seller to pay or discharge any debt, obligation, liability or commitment of buyer the existence of which would constitute a breach of any representation, warranty, covenant or agreement or covenant of Buyer contained made by buyer in this Agreement (as the same shall have been modified at any time at or before Closing, including, without limitation, any modification contained in any certificate of Buyer concerning such matters delivered at the Closing) or the Closing Documents; (ii) any and all Assumed Liabilities and all liabilities in connection with the operation of the Businesses in respect of periods on and after the Closing Date; (iii) any contamination on or under the property that is subject to the Deed or Sublease(s) or in any of the Assets caused by Buyer on or after the Closing Date or any liability for remediation or clean-up of environmental conditions as a result of Buyer's operations, whether on or under the property that is subject to the Deed or the Sublease(s) or elsewhere; and (iv) all reasonable costs and expenses (including, without limitation, attorneys' fees, interest and penalties) incurred by Seller Indemnified Parties in connection with ancillary documents; 4. any action, suit, proceeding, demandcompromise, settlement, assessment or judgment (including reasonable attorneys' fees) arising out of or incident to any of the matters indemnified against in this Section 9(b)paragraph 11.2; or 5. the operation of the Dental Business and/or the ownership or use of the assets after the closing, including but not limited to the obligations assumed by buyer pursuant to paragraph 3.3. B. If seller believes that any person indemnified under paragraph 11.2A has suffered or incurred any loss or incurred any expense as to which it is entitled to indemnification under paragraph 11.2A, seller shall so notify buyer promptly in writing, describing such loss or expense, the amount thereof, if known, and the method of computation of such loss or expense, all with reasonable particularity and containing a reference to the provisions of this agreement, or any agreement or instrument contemplated hereby, or any certificate delivered pursuant hereto or thereto, in respect of which such loss or expense shall have occurred; and if any action at law or suit in equity is instituted by or against a third party with respect to which any such indemnified person intends to claim any loss or expense under paragraph 11.2A, such indemnified person shall promptly notify the indemnifying party of such action or suit; provided that failure to give such notice shall not abrogate or diminish any of buyer's obligations under paragraph 11.2A if buyer has or receives timely actual knowledge of the existence of any such claim by any other means or except to the extent such failure prejudices buyer's ability to defend such claim. C. If, by reason of the claims of any third party relating to any of the matters subject to indemnification under this paragraph 11.2, a lien, attachment, garnishment or execution is placed on any of the property or assets of seller, buyer will take whatever action is necessary to obtain the prompt release of such lien, attachment, garnishment or execution. D. The foregoing indemnities shall be in addition to any equitable relief which the seller might otherwise be entitled to obtain against the indemnifying party. E. Notwithstanding any other provision of this agreement, the indemnification obligations of buyer under this agreement, and with respect to the transactions contemplated by this agreement, shall not apply to the first Fifty Thousand Dollars ($50,000.00) of losses or expenses incurred by seller, in the aggregate, but this limitation shall not apply to the buyer's indemnity obligations for losses or expenses described in subparagraph A(3) of this paragraph, and the indemnity obligations under subparagraph A(4) of this paragraph to the extent related to losses or expenses described in subparagraph A(3) of this paragraph.

Indemnification of Seller. Subject to Effective as of the limitations set forth in Sections 9(c)Closing Date, 9(d) Purchaser hereby indemnifies Seller and 9(e), Buyer shall indemnify hold Seller harmless from and hold Seller, its affiliated corporations and their respective officers, directors, shareholders, employees, agents and representatives (the "Seller Indemnified Parties") harmless from, against, for and in respect of any and against all damages, losses, settlement payments, obligations, liabilities, claims, actions liabilities and expenses, including attorneys' fees, caused by or causes of action (whether as a result of direct claims or third-party claims) actually suffered, sustained, incurred or required to be paid by Seller Indemnified Parties, net of any resulting income tax benefits to Seller Indemnified Parties, because arising out of (i) all liabilities of the breach Company of any written representation, warranty, agreement or covenant of Buyer contained in this Agreement (as the same shall have been modified at any time at or before Closingnature, including, without limitation, any modification contained claims or demands of a tortuous nature, whether accrued, absolute, contingent, or otherwise known or unknown which arise in any certificate of Buyer concerning such matters delivered at the Closing) whole or in part from and after the Closing DocumentsDate, including, without limitation, any tax liabilities accrued in respect of, or measured by the Company's income from and after the Closing Date, or arising out of transactions entered into, or any state of facts arising, from and after the Closing Date; (ii) any and all Assumed Liabilities and all liabilities in connection with of, or claims against, the operation Company or the Property arising out of the Businesses in respect conduct of periods on the Company's business from and after the Closing Date; (iii) any contamination damage or deficiency resulting from any misrepresentation, breach of warranty, nonfulfillment of any agreement on the part of Purchaser under this Agreement, or under the property that is subject from any misrepresentation in or omission from any certificate or other instrument furnished or to the Deed or Sublease(sbe furnished to Seller hereunder; (iv) or in any failure of the Assets caused representations, warranties and covenants given by Buyer on or after the Closing Date or any liability for remediation or clean-up of environmental conditions as a result of Buyer's operations, whether on or under the property that is subject Purchaser in this Agreement to the Deed or the Sublease(s) or elsewherebe true and correct; and (ivv) all reasonable actions, suits, proceedings, demands, assessments, judgments, costs and expenses (including, without limitation, attorneys' fees, interest and penalties) incurred by Seller Indemnified Parties in connection with any action, suit, proceeding, demand, assessment or judgment incident to any of the matters indemnified against in this foregoing. The total aggregate liability of Purchaser for all claims that may arise under Section 9(b)11.4 will not exceed $500,000.

Indemnification of Seller. Subject to the limitations set forth in Sections 9(c)a. Buyer and Corphealth, 9(d) jointly and 9(e)severally, Buyer shall indemnify indemnify, defend and hold Seller, its affiliated corporations harmless Seller and each of their respective officers, directors, shareholders, employeessubsidiaries, agents affiliates, officers and representatives (the "Seller Indemnified Parties") harmless directors from, against, for and in respect of of: (i) any and all damages, losses, settlement payments, obligations, liabilities, claims, actions or causes of action (whether as a result of direct claims or third-party claims) actually action, encumbrances and reasonable costs and expenses suffered, sustained, incurred or required to be paid by Seller Indemnified Parties, net any indemnified party because of: (A) the claims of any resulting income tax benefits to Seller Indemnified Parties, because of broker or finder engaged by Buyer or Corphealth; (iB) the untruth inaccuracy or breach of any written representation, warranty, agreement or covenant of Buyer or Corphealth contained in or made pursuant to this Agreement (as the same shall have been modified at any time at or before Closing, including, without limitation, any modification contained in any certificate of Buyer concerning such matters delivered at the Closing) or the Closing DocumentsAgreement; (iiC) the assertion against Seller of any and all Assumed Liabilities and all liabilities in connection with liability or obligation relating to the operation operations of the Businesses in respect of periods on and after the Closing Date; (iii) any contamination on or under the property that is subject to the Deed or Sublease(s) or in any of the Assets caused by Buyer on or Clinics after the Closing Date or any liability for remediation arising out of or clean-up of environmental conditions as a result of Buyer's operations, whether on or under the property that is subject related to the Deed Assumed Liabilities; (D) all claims and litigation and potential claims and litigations against Seller with respect to incidents or other matters occurring after the Closing Date related to the Clinics unless they relate to liabilities or obligations retained by Seller pursuant to the terms of this Agreement or the Sublease(s) or elsewhereAssumption Agreement; and (ivE) any other liabilities of Buyer or Corphealth whether absolute or contingent, known or unknown, matured or unmatured; and (ii) all reasonable costs and expenses (including, without limitation, attorneys' fees, interest and penalties) incurred by Seller Indemnified Parties any indemnified party in connection with any action, suit, proceeding, demand, 21 21 assessment or judgment incident to any of the matters indemnified against in this Section 9(b)Paragraph 10.3.

Indemnification of Seller. Subject Purchaser and Guarantors hereby agree, jointly and severally, to indemnify, protect, save and keep harmless the limitations set forth in Sections 9(c), 9(d) Seller and 9(e), Buyer shall indemnify and hold Seller, its affiliated corporations and their respective the officers, directors, shareholders, employees, agents and representatives (the "Seller Indemnified Parties") harmless from, against, for and in respect of any and all damages, losses, settlement payments, obligations, liabilities, claims, actions or causes of action (whether as a result of direct claims or third-party claims) actually suffered, sustained, incurred or required to be paid by Seller Indemnified Parties, net of any resulting income tax benefits to Seller Indemnified Parties, because of (i) the breach of any written representation, warranty, agreement or covenant of Buyer contained in this Agreement (as the same shall have been modified at any time at or before Closing, including, without limitation, any modification contained in any certificate of Buyer concerning such matters delivered at the Closing) or the Closing Documents; (ii) any and all Assumed Liabilities and all liabilities in connection with the operation of the Businesses in respect of periods on and after the Closing Date; (iii) any contamination on or under the property that is subject to the Deed or Sublease(s) or in any of the Assets caused by Buyer on or after the Closing Date or any liability for remediation or clean-up of environmental conditions as a result of Buyer's operations, whether on or under the property that is subject to the Deed or the Sublease(s) or elsewhere; and (iv) all reasonable costs and expenses shareholders (including, without limitation, attorneys' Limeridge and Endeavour), affiliates, successors and assigns of the Seller from and against, and on written demand to pay or to reimburse the Seller and the officers and directors of the Seller for the payment of, any and all liabilities, obligations, losses, damages, deficiencies, interest, penalties, additional amounts, claims (including, without limitation, claims arising out of negligence or involving strict liability in tort or claims for any tax liabilities, but excluding any taxes payable by Seller on gain recognized on the sale of the Assets), suits, actions, costs, expenses and disbursements (including, without limitation, legal fees, interest costs and penaltiesrelated expenses), of whatsoever kind and nature ("Expenses") imposed on, incurred by or asserted against the Seller Indemnified Parties after the Closing Date (i) relating to any breach of a representation or warranty or any covenant or agreement made by Purchaser or Guarantors in connection or pursuant to this Agreement, (ii) arising directly or indirectly out of or in any way connected with any actionthe ownership, suitpossession, proceeding, demand, assessment operation or judgment incident to control of any of the matters indemnified against in this Section 9(b)Assets or of the APF Division either prior or subsequent to the Closing Date, or (iii) arising under any of the Assumed Liabilities; provided, however, that such Expenses are not judicially determined to have been attributable to any fraud or theft committed by the Seller or any officer and director of the Seller, as the case may be, prior to the Closing Date. The amount of any indemnification payment from Purchaser or Guarantors to Seller or any officer or director of the Seller shall be equal to the amount that, after the payment of all taxes imposed thereon, is equal to the amount of the Expenses of Seller.