Common use of Indemnification of the Seller Indemnitees Clause in Contracts

Indemnification of the Seller Indemnitees. Subject to the applicable provisions of this Article VIII, from and after the Closing, the Buyer will indemnify and hold harmless each Seller Indemnitee against all Third-Party Claims and all Damages that arise from, are based on or relate or otherwise are attributable to, without duplication: (a) any breach by the Buyer of, or inaccuracy in, its representations and warranties set forth in Article IV; (b) any breach or nonfulfillment of any covenant or agreement on the part of the Buyer and, from and after the Closing, the Company under this Agreement, or (c) any Taxes of the Acquired Entities which are not subject to indemnification pursuant to Section 8.2(e) (each such Third-Party Claim or Damage referred to in this sentence being a “Seller Indemnified Loss”). THE INDEMNIFICATION PROVISIONS IN THIS SECTION 8.3 ARE EXPRESSLY INTENDED TO APPLY NOTWITHSTANDING THE NEGLIGENCE OR GROSS NEGLIGENCE (WHETHER SOLE, CONCURRENT, ACTIVE OR PASSIVE) OR STRICT LIABILITY OR ILLEGAL CONDUCT ON THE PART OF THE SELLER INDEMNITEES OR WHETHER DAMAGES ARE ASSERTED IN CONTRACT, QUASI-CONTRACT, BREACH OF REPRESENTATION AND WARRANTY (EXPRESS OR IMPLIED), PERSONAL INJURY OR OTHER TORT, UNDER LAW OR OTHERWISE.

Indemnification of the Seller Indemnitees. Subject to the applicable provisions of this Article VIII, from and after the Closing, the Buyer will indemnify and hold harmless each Seller Indemnitee against all Third-Party Claims and all Damages that arise from, are based on or relate or otherwise are attributable to, without duplication: (a) any breach by the Buyer of, or inaccuracy in, Buyer Parent of its representations and warranties set forth in Article IVII (but in any event with respect to this Section 8.3, disregarding any qualifications as to “materiality,” “Buyer Material Adverse Effect,” “material adverse effect” or words of similar import contained in any such representation or warranty for purposes of determining both a breach and the amount of any Damages); or (b) any breach or nonfulfillment of any covenant or agreement on the part of the Buyer or Buyer Parent and, from and after the Closing, the Company Acquired Entities under this Agreement, or (c) any Taxes of the Acquired Entities which are not subject to indemnification pursuant to Section 8.2(e) Agreement (each such Third-Party Claim or Damage referred to in this sentence being a “Seller Indemnified Loss”). THE INDEMNIFICATION PROVISIONS IN THIS SECTION Any assignment by the Buyer of its rights or obligations pursuant to this Agreement shall not relieve the Buyer of its liabilities or obligations under this Agreement. The indemnification provisions in this Section 8.3 ARE EXPRESSLY INTENDED TO APPLY NOTWITHSTANDING THE NEGLIGENCE OR GROSS NEGLIGENCE are expressly intended to apply notwithstanding the negligence or gross negligence (WHETHER SOLEwhether sole, CONCURRENTconcurrent, ACTIVE OR PASSIVEactive or passive) OR STRICT LIABILITY OR ILLEGAL CONDUCT ON THE PART OF THE SELLER INDEMNITEES OR WHETHER DAMAGES ARE ASSERTED IN CONTRACTor strict liability or illegal conduct on the part of the Seller Indemnitees or whether Damages are asserted in contract, QUASIquasi-CONTRACTcontract, BREACH OF REPRESENTATION AND WARRANTY breach of representation and warranty (EXPRESS OR IMPLIEDexpress or implied), PERSONAL INJURY OR OTHER TORTpersonal injury or other tort, UNDER LAW OR OTHERWISEunder law or otherwise.