Common use of Indemnified Damages Clause in Contracts

Indemnified Damages. Subject to the limitations set forth in this Section 10, from and after the Closing Date, Seller and the Indemnifying Shareholders, shall protect, defend, indemnify and hold harmless Buyer and Vital Living and their respective affiliates, officers, directors, employees, representatives and agents (Buyer, Vital Living and each of the foregoing persons or entities is hereinafter referred to individually as an "INDEMNIFIED PERSON" and collectively as "INDEMNIFIED PERSONS") from and against any and all losses, costs, damages, liabilities, fees (including without limitation attorneys' fees) and expenses (collectively, the "DAMAGES"), that any of the Indemnified Persons incurs or reasonably anticipates incurring by reason of or in connection with any claim, demand, action or cause of action alleging misrepresentation, breach of, or default in connection with, any of the representations, warranties, covenants or agreements of Seller contained in this Agreement, including any exhibits or schedules attached hereto. Damages in each case shall be net of the amount of any insurance proceeds and indemnity and contribution actually recovered by Buyer or Vital Living.

Indemnified Damages. Subject to the limitations set forth in this Section 108, from and after the Closing DateEffective Time, Seller and the Indemnifying Shareholders, Acquiror shall protect, defend, indemnify and hold harmless Buyer and Vital Living Target (in the event that Merger does not Close) Target Stockholders and their respective affiliates, officers, directors, employees, representatives and agents (BuyerTarget, Vital Living Target Stockholders and each of the foregoing persons or entities is hereinafter referred to individually as an "INDEMNIFIED PERSONIndemnified Person" and collectively as "INDEMNIFIED PERSONSIndemnified Persons") from and against any and all losses, costs, damages, liabilities, fees (including without limitation attorneys' fees) and expenses (collectively, the "DAMAGESDamages"), that any of the Indemnified Persons incurs or reasonably anticipates incurring by reason of or in connection with any claim, demand, action or cause of action alleging misrepresentation, breach of, or default in connection with, any of the representations, warranties, covenants or agreements of Seller Acquiror and Merger Sub contained in this Agreement, including any exhibits or schedules attached hereto, and the Certificate of Merger, which becomes known to Target or Target Shareholders during the Escrow Period. Damages in each case shall be net of the amount of any insurance proceeds and indemnity and contribution actually recovered by Buyer Target or Vital LivingTarget Shareholders.

Indemnified Damages. Subject to the limitations set forth in this Section 108, from and after the Closing DateEffective Time, Seller and the Indemnifying Shareholders, Acquiror shall protect, defend, indemnify and hold harmless Buyer and Vital Living Target (in the event that Merger does not Close) Target Stockholders and their respective affiliates, officers, directors, employees, representatives and agents (BuyerTarget, Vital Living Target Stockholders and each of the foregoing persons or entities is hereinafter referred to individually as an "INDEMNIFIED PERSONIndemnified Person" and collectively as "INDEMNIFIED PERSONSIndemnified Persons") from and against any and all losses, costs, damages, liabilities, fees (including without limitation attorneys' fees) and expenses (collectively, the "DAMAGESDamages"), that any of the Indemnified Persons incurs or reasonably anticipates incurring by reason of or in connection with any claim, demand, action or cause of action alleging misrepresentation, breach of, or default in connection with, any of the representations, warranties, covenants or agreements of Seller Acquiror and Merger Sub contained in this Agreement, including any exhibits or schedules attached hereto. Damages in each case shall be net of the amount of any insurance proceeds and indemnity and contribution actually recovered by Buyer or Vital Living.or