Common use of Indemnification of the Buyer Parties Clause in Contracts

Indemnification of the Buyer Parties. From and after the Closing, the Sellers shall indemnify and hold harmless the Buyer, its Affiliates, and each of their respective officers, directors, shareholders, employees, agents, partners, managers, members, representatives, successors and permitted assigns (collectively, the “Buyer Parties”, but for the avoidance of doubt, in each case, excluding the Sellers) from and against, and shall pay to the Buyer Parties the amount of or reimburse them for, all losses, damages, Liabilities, fines, obligations, Taxes, costs and expenses (including reasonable attorney’s fees and expenses and all reasonable amounts paid in investigation or defense) (collectively, “Losses”) incurred by a Buyer Party that arises out of or results from: (a) any breach of any of the representations or warranties of the Sellers set forth in this Agreement or in any of the other Transaction Documents, or contained in any certificate, instrument, or document delivered at the Closing by the Sellers or the Company pursuant to the Agreement or the other Transaction Documents; (b) all Liabilities of the Company for any and all (i) Taxes with respect to any Pre- Closing Taxable Period and any Transfer Taxes for which the Sellers are liable pursuant to Section 4.5(a), (ii) Sellers’ Expenses or (iii) Indebtedness of the Company; (c) all Liabilities arising as a result of, or relating to, activities conducted by or on behalf of the Company on or prior to the Closing, including any Liabilities arising out of or relating to (i) any discovery, research and development of the Product, (ii) execution, delivery or performance of this Agreement or (iii) any Legal Proceeding; or (d) the failure of the Company (with respect to its pre-Closing obligations only) or of the Seller to perform any of its respective covenants or other agreements contained in this Agreement or in any of the other Transaction Documents. The indemnification obligations of each Seller under this Article V shall be several and not joint, and, except in the case of intentional fraud or misrepresentation, no Seller shall have liability pursuant to this Article V in an aggregate amount in excess of such Seller’s pro rata portion of the Indemnity Cap (as hereinafter defined). Subject to the limitations set forth in this Section 5.2 and Section 5.4, in the event that a Buyer Party suffers, sustains or becomes subject to a Loss indemnifiable under this Section 5.2, and seeks to enforce its rights to indemnification hereunder, such Buyer Party shall proceed directly against each Seller for an amount equal to such Seller’s Pro Rata Share of such Buyer Loss; provided, that no Seller shall have any liability in an amount in excess of such Seller’s Pro Rata Share of such Buyer Loss.