Common use of Indemnification, Payment, and Reimbursement by Sellers Clause in Contracts

Indemnification, Payment, and Reimbursement by Sellers. Each Seller shall individually indemnify and hold harmless Buyer, the Company, and their respective Representatives, shareholders, and Related Persons (collectively, the “Buyer Indemnified Persons”) from, and shall pay to Buyer Indemnified Persons the amount of, or reimburse Buyer Indemnified Persons for, any Loss that Buyer Indemnified Persons or any of them may suffer, sustain, or become subject to, as a result of, in connection with, or relating to: (a) any Breach of any representation or warranty made by the individual Seller in (i) this Agreement, (ii) the certificate delivered pursuant to Section 10.3, or (iii) any other certificate, document, or other writing delivered by the individual Seller pursuant to this Agreement; (b) any material Breach of any covenant or obligation of the individual Seller in this Agreement or in any certificate, document, or other writing delivered by the individual Seller pursuant to this Agreement; or (c) any claim by any Person for brokerage or finder’s fees or commissions or similar payments based upon any agreement or understanding made, or alleged to have been made, by any such Person with the individual Seller or any Acquired Company (or any Person acting on their behalf) in connection with any Contemplated Transaction. (d) (i) any Taxes of the Company not reflected on the Closing Date Balance Sheet relating to periods on or prior to the Closing Date, and (ii) any liability of the Company for Taxes of any other Person, as a transferee or successor, by Contract or otherwise; or

Indemnification, Payment, and Reimbursement by Sellers. (a) Each Seller Seller, individually and not jointly and severally, shall individually indemnify and hold harmless Buyer, the CompanyAcquired Companies, and their respective Representatives, shareholders, Subsidiaries, and Related Persons (collectively, the “Buyer Indemnified Persons”) from, and shall pay to Buyer Indemnified Persons the amount of, or reimburse Buyer Indemnified Persons for, any Loss that Buyer Indemnified Persons or any of them may suffer, sustain, or become subject to, as a result of, in connection with, or relating to: (ai) any Any Breach of any representation or warranty made by the individual such Seller in (iA) this AgreementAgreement or the Disclosure Schedules (after giving effect to any supplement to the Disclosure Schedules that is accepted and approved by Buyer in the exercise of its reasonable discretion), (iiB) any supplement to the Disclosure Schedules, (C) the certificate of such Seller delivered pursuant to Section 10.38.03 (without giving effect to the words “in all material respects” in Section 8.01(a)), or (iiiD) any other certificate, document, or other writing delivered by the individual such Seller pursuant to this Agreement;; or (bii) any material Any Breach of any covenant or obligation of the individual such Seller in this Agreement or in any certificate, document, or other writing delivered by the individual such Seller pursuant to this Agreement; or (ciii) any Any claim by any Person for brokerage or finder’s fees or commissions or similar payments based upon any agreement or understanding made, or alleged to have been made, by any such Person with such Seller or, in the individual Seller or case of the Founder, any Acquired Company (or any Person acting on their behalf) in connection with any Contemplated Transaction. (db) The Founder shall indemnify and hold harmless all Buyer Indemnify Persons from, and shall pay to the Buyer Indemnified Persons the amount of, or reimburse the Buyer Indemnify Persons for, any loss that the Buyer Indemnified Persons or any of them may suffer, sustain, or become subject to, as a result of, in connection with, or relating to: (i) any Any Taxes of the any Acquired Company not reflected on the Closing Date Balance Sheet relating to periods on or prior to the Closing Date, and (ii) any liability of the any Acquired Company for Taxes of any other Person, as a transferee or successor, by Contract or otherwise; or (ii) Any product shipped or manufactured by, or any services provided by, any Acquired Company, in whole or in part, prior to the Closing Date; or (iii) Any matter disclosed in Schedule 11.02(f).

Indemnification, Payment, and Reimbursement by Sellers. Each Seller Sellers, jointly and severally, shall individually indemnify and hold harmless Buyer, the Company, and their respective Representatives, shareholders, Subsidiaries, and Related Persons (collectively, the “Buyer Indemnified Persons”) from, and shall pay to Buyer Indemnified Persons the amount of, or reimburse Buyer Indemnified Persons for, any Loss that Buyer Indemnified Persons or any of them may suffer, sustain, or become subject to, as a result of, in connection with, or relating to: (a) any Breach of any representation or warranty made by the individual Seller Sellers in (i) this Agreement, (ii) Agreement or the certificate delivered pursuant to Section 10.3Disclosure Letter, or (iiiii) any other certificate, document, or other writing delivered by the individual Seller Sellers pursuant to this Agreement; (b) any material Breach of any covenant or obligation of the individual any Seller in this Agreement or in any certificate, document, or other writing delivered by the individual any Seller pursuant to this Agreement; or; (c) any claim by any Person for brokerage or finder’s fees or commissions or similar payments based upon any agreement or understanding made, or alleged to have been made, by any such Person with the individual any Seller or any Acquired the Company (or any Person acting on their behalf) in connection with any Contemplated Transaction.; or (d) (i) any Taxes of the Company not reflected on the Closing Date Interim Balance Sheet or Part 6.2(d) of the Disclosure Letter relating to periods on or prior to the Closing Date, and (ii) any liability of the Company for Taxes of any other Person, as a transferee or successor, by Contract or otherwise; or.

Indemnification, Payment, and Reimbursement by Sellers. Each Seller Sellers, jointly and severally, shall individually indemnify and hold harmless Buyer, the CompanyAcquired Companies, and their respective Representatives, shareholders, Subsidiaries, and Related Persons (collectively, the “Buyer Indemnified Persons”) from, and shall pay to Buyer Indemnified Persons the amount of, or reimburse Buyer Indemnified Persons for, any Loss that Buyer Indemnified Persons or any of them may suffer, sustain, or become subject to, as a result of, in connection with, or relating to: (a) any Any Breach of any representation or warranty made by the individual Seller Sellers in (i) this AgreementAgreement or the Disclosure Schedules (without giving effect to any supplement to the Disclosure Schedules), (ii) any supplement to the Disclosure Schedules, (iii) the certificate delivered pursuant to Section 10.38.03 (without giving effect to the words “in all material respects” in Section 8.01(a)), or (iiiiv) any other certificate, document, or other writing delivered by the individual Seller Sellers pursuant to this Agreement; (b) any material Any Breach of any covenant or obligation of the individual any Seller in this Agreement or in any certificate, document, or other writing delivered by the individual any Seller pursuant to this Agreement; or; (c) any Any claim by any Person for brokerage or finder’s fees or commissions or similar payments based upon any agreement or understanding made, or alleged to have been made, by any such Person with the individual any Seller or any Acquired Company (or any Person acting on their behalf) in connection with any Contemplated Transaction.; (d) (i) any Any Taxes of the any Acquired Company not reflected on the Closing Date Balance Sheet relating to periods on or prior to the Closing Date, and (ii) any liability of the any Acquired Company for Taxes of any other Person, as a transferee or successor, by Contract or otherwise; (e) Any product shipped or manufactured by, or any services provided by, any Acquired Company, in whole or in part, prior to the Closing Date; or

Indemnification, Payment, and Reimbursement by Sellers. Each Seller The Company (prior to the Closing only) and Sellers, in accordance with Section 12.4, shall individually indemnify and hold harmless Buyer, the CompanyAcquired Companies, and their respective Representatives, shareholders, Subsidiaries, and Related Persons Affiliates (collectively, the “Buyer Indemnified Persons”) from, and shall pay to Buyer Indemnified Persons the amount of, or reimburse Buyer Indemnified Persons for, any Loss that Buyer Indemnified Persons or any of them may suffer, sustain, or become subject to, as a result of, in connection with, or relating to: (a) any Breach of any representation or warranty made by the individual Seller Sellers in (i) this AgreementAgreement (including the Disclosure Letter), (ii) the certificate delivered pursuant to Section 10.38.3, or (iii) in any other certificate, document, or other writing delivered by the individual Seller pursuant to this Agreementof Sellers’ Closing Documents; (b) any material Breach of any covenant or obligation of the individual any Seller in this Agreement or in any certificate, document, or other writing delivered by the individual any Seller pursuant to this Agreement; or; (c) any claim by any Person for brokerage or finder’s fees or commissions or similar payments based upon any agreement or understanding made, or alleged to have been made, by any such Person with the individual any Seller or any Acquired Company (or any Person acting on their behalf) in connection with any Contemplated Transaction.; (d) (i) any Taxes of the any Acquired Company not reflected on the Closing Date Balance Sheet relating to periods on or prior to the Closing Date, and (ii) any Taxes of any Seller, and (iii) any liability of the any Acquired Company for Taxes of any other Person, as a transferee or successor, by Contract or otherwiseotherwise entered into prior to the Closing Date; (e) any product shipped or manufactured by, or any services provided by, any Acquired Company, in whole or in part, prior to the Closing Date; orand (f) any matter described on Schedule 11.2(f).