Common use of Indemnity by Sellers Clause in Contracts

Indemnity by Sellers. From and after the Closing Date, Sellers shall -------------------- jointly and severally indemnify, defend and hold harmless Buyer and its shareholders, directors, officers and employees (collectively, the "Buyer Indemnified Parties"), from and against and in respect of, and shall on demand pay to the Buyer Indemnified Parties the full amount of any and all losses and/or liabilities (including without limitation reasonable attorneys' fees) suffered or incurred by any Buyer Indemnified Party due to, by reason of, or the existence of which would constitute: (i) any untrue representation, breach of warranty or breach or non-fulfillment of any covenant or agreement by Sellers contained in any Asset Transfer Document; (ii) any Tax unpaid and owing by Sellers, including without limitation any payroll, unemployment or social security taxes, and any withholdings in respect thereof, any income, excise, use, personal property, stock or franchise, use and occupancy, real estate, business or sales tax, any assessments and impositions and any and all interest and penalties associated therewith unpaid and owing by Sellers; (iii) any liability arising out of, relating to or connected with any act or omission in respect of the Assets accruing prior to the Closing Date; and (iv) any and all actions, suits, proceedings, claims, demands, assessments, judgments, costs and expenses, including without limitation, attorneys' fees and expenses, incurred by any Buyer Indemnified Party incident to any of the foregoing or incurred in investigating or attempting to avoid the same or to oppose the imposition thereof, or in enforcing this indemnity.

Indemnity by Sellers. From and after the Closing Date, Sellers shall -------------------- jointly and severally indemnify, defend and hold harmless Buyer and its shareholders, directors, officers officers, employees, affiliates, subsidiaries, parent, agents, legal representatives, successors and employees assigns (collectively, the "Buyer Indemnified Parties"), from and against and in respect of, and shall on demand pay to the Buyer Indemnified Parties the full amount of of, any and all losses and/or liabilities (including without limitation reasonable attorneys' fees) suffered or incurred by any Buyer Indemnified Party due to, by reason of, or the existence of which would constitute: (i) any untrue representation, breach of warranty or breach or non-fulfillment of any covenant or agreement by Sellers contained in this Agreement or any other Asset Transfer Document; (ii) any Tax unpaid and owing by Sellers, including without limitation any payroll, unemployment or social security taxes, and any withholdings in respect thereof, any income, excise, use, personal property, stock or franchise, use and occupancy, real estate, business or sales tax, any assessments and impositions and any and all interest and penalties associated therewith unpaid and owing by Sellers; (iii) any liability arising out of, relating to or connected with any act or omission in respect of the Assets accruing prior to the Closing Date; and (iv) any and all actions, suits, proceedings, claims, demands, assessments, judgments, costs and expenses, including without limitation, attorneys' fees and expenses, incurred by any Buyer Indemnified Party incident to any of the foregoing or incurred in investigating or attempting to avoid the same or to oppose the imposition thereof, or in enforcing this indemnity.

Indemnity by Sellers. From and after the Closing Date, The Sellers shall -------------------- hereby agree to jointly and severally indemnify, defend and hold harmless Buyer Buyer, the Guarantor and its shareholders, their respective directors, officers and employees Affiliates against and in respect of all Liabilities, obligations, judgments, Liens, injunctions, charges, orders, decrees, rulings, damages, dues, assessments, Taxes, losses, fines, penalties, expenses, fees, costs, amounts paid in settlement (including reasonable attorneys' and expert witness fees and disbursements in connection with investigating, defending or settling any action or threatened action), arising out of any claim, damages, complaint, demand, cause of action, audit, investigation, hearing, action, suit or other proceeding asserted or initiated or otherwise existing in respect of any matter (collectively, the "Buyer Indemnified PartiesLosses") that results from: (a) the inaccuracy of any representation or warranty made by Sellers herein or resulting from any misrepresentation or breach of warranty (as if all materiality provisions were not contained therein), or nonfulfillment of any agreement or covenant of Sellers contained herein or in any agreement or instrument required to be entered into in connection herewith, or from and against and any misrepresentation in or omission from any schedule, document, certificate or other instrument required to be furnished by Sellers hereunder; provided, however, that the Sellers shall be liable under this Section 9.2(a) in respect ofof Losses only if the aggregate of such Losses exceeds $172,500, and in which case the Sellers shall on demand pay to be liable for the Buyer Indemnified Parties the full total amount of any and all losses and/or liabilities (including without limitation reasonable attorneys' fees) suffered or incurred by any Buyer Indemnified Party due tosuch Losses in excess of $172,500, by reason of, or the existence of which would constitute: up to an aggregate amount equal to $2 million. (i) any untrue representationLiability of the Business (including any Liability of the Sellers that becomes a Liability of the Buyer under any bulk transfer law of any jurisdiction, under any common law doctrine of de facto merger or successor liability, or otherwise by operation of law) which is not an Assumed Liability or (ii) any Liability of the Business assumed by the Buyer pursuant to Section 2.3(d). In the event that Sellers may be obliged to indemnify Buyer under both subsection (a) and subsection (b) of this Section 9.2, their obligations under subsection (b) shall be controlling and the limitations provided in Sections 9.1 and 9.2(a) hereof relating to their obligations in respect of Losses resulting from the inaccuracy of any representation and warranty, or any misrepresentation, breach of warranty or breach or non-fulfillment of an agreement or covenant as described in Section 9.2(a), shall not apply. Buyer shall provide Sellers written notice for any covenant or agreement by Sellers contained in any Asset Transfer Document; (ii) any Tax unpaid and owing by Sellers, including without limitation any payroll, unemployment or social security taxes, and any withholdings in respect thereof, any income, excise, use, personal property, stock or franchise, use and occupancy, real estate, business or sales tax, any assessments and impositions and any and all interest and penalties associated therewith unpaid and owing by Sellers; (iii) any liability arising out of, relating to or connected with any act or omission claim made in respect of the Assets accruing prior to the Closing Date; and (iv) any and all actionsindemnification provided in this Section 9.2, suits, proceedings, claims, demands, assessments, judgments, costs and expenses, including without limitation, attorneys' fees and expenses, incurred whether or not arising out of a claim by any Buyer Indemnified Party incident to any of the foregoing or incurred in investigating or attempting to avoid the same or to oppose the imposition thereof, or in enforcing this indemnitya third party.

Indemnity by Sellers. From and after the Closing Date, Sellers shall -------------------- jointly and severally indemnify, defend and hold harmless Buyer and its shareholders, directors, officers and employees (collectively, the "Buyer Indemnified Parties"), from and against and in respect of, and shall on demand pay to the Buyer Indemnified Parties the full amount of any and all losses and/or liabilities (including without limitation reasonable attorneys' fees) suffered or incurred by any Buyer Indemnified Party due to, by reason of, or the existence of which would constitute: (i) any untrue representation, breach of warranty or breach or non-fulfillment of any covenant or agreement by Sellers contained in this agreement or any Asset Transfer Document; (ii) any Tax unpaid and owing by Sellers, including without limitation any payroll, unemployment or social security taxes, and any withholdings in respect thereof, any income, excise, use, personal property, stock or franchise, use and occupancy, real estate, business or sales tax, any assessments and impositions and any and all interest and penalties associated therewith unpaid and owing by Sellers; (iii) any liability arising out of, relating to or connected with any act or omission in respect of the Assets accruing prior to the Closing Date; (iv) any Coupon or Coupon Booklet redemption amount in excess of the amount specified in Section 3.14 above; and (ivv) any and all actions, suits, proceedings, claims, demands, assessments, judgments, costs and expenses, including without limitation, attorneys' fees and expenses, incurred by any Buyer Indemnified Party incident to any of the foregoing or incurred in investigating or attempting to avoid the same or to oppose the imposition thereof, or in enforcing this indemnity.

Indemnity by Sellers. From and after Subject to the Closing Dateprovisions of the other sections of this Article VII, Sellers shall -------------------- hereby agree, jointly and severally indemnifyseverally, defend to indemnify and hold harmless Buyer and any and all of its shareholdersofficers, directors, officers managers, members, agents and employees other Affiliates (collectively, the "“Buyer Indemnified Parties"), ”) from and against and in respect of, and shall on demand pay to the Buyer Indemnified Parties the full amount of any and all losses and/or liabilities claims, losses, damages, costs (including without limitation reasonable attorneys' ’ and paralegals’ fees) suffered , as well as remediation costs, fines and penalties), expenses and liabilities, of every kind and nature, whether known or incurred by unknown, xxxxxx or inchoate (collectively, “Losses”), which may be made or brought against any Buyer Indemnified Party, or which any Buyer Party due to, by reason may suffer or incur as a result of, in respect of or arising out of: (a) any misrepresentation, inaccuracy, incorrectness or breach of any representation or warranty made by Sellers or the existence of which would constitute: Company in this Agreement or contained in any document or certificate given in order to carry out the transactions contemplated hereby; (ib) any untrue representation, breach of warranty or breach non-performance or non-fulfillment of any covenant or agreement by on the part of Sellers or the Company contained in this Agreement or in any Asset Transfer Document; document given in order to carry out the transactions contemplated hereby; (ii) any Tax unpaid and owing by Sellers, including without limitation any payroll, unemployment or social security taxes, and any withholdings in respect thereof, any income, excise, use, personal property, stock or franchise, use and occupancy, real estate, business or sales tax, any assessments and impositions and any and all interest and penalties associated therewith unpaid and owing by Sellers; (iiic) any liability or obligation of Sellers or the Company for Taxes, including, without limitation, (i) any Taxes arising out of, relating to as a result of Sellers’ ownership or connected with any act or omission in respect operation of the Assets accruing Company and the Business prior to the Closing Date; , and (ivii) any and all actionsTransfer Taxes or other Taxes which are the obligation of Sellers under this Agreement, suitsas a transferee or successor, proceedings, claims, demands, assessments, judgments, costs and expenses, including without limitation, attorneys' fees and expenses, incurred by any Buyer Indemnified Party incident to any of the foregoing or incurred in investigating or attempting to avoid the same or to oppose the imposition thereofcontract, or in enforcing this indemnity.otherwise; and

Indemnity by Sellers. From Without limitation of any other provision of this Agreement or any other rights and after the Closing Dateremedies available to Purchaser at law or in equity, Sellers shall -------------------- Sellers, jointly and severally severally, covenant and agree to indemnify, defend and hold harmless Buyer Purchaser and its shareholdersAffiliates, stockholders, officers, directors, officers employees, representatives, successors and employees assigns (the "Purchaser Indemnified Parties") from all liabilities, losses, claims, demands, damages, judgments, interest, penalties, fines, costs and expenses, whether or not arising out of third-party claims (including without limitation, diminution in value and consequential damages, reasonable attorneys' and accountants' fees and expenses) (collectively, the "Buyer Indemnified PartiesLosses"), from and against and in respect ) actually or allegedly arising out of, and shall on demand pay in connection with or relating to the Buyer Indemnified Parties the full amount of any and all losses and/or liabilities (including without limitation reasonable attorneys' fees) suffered or incurred by any Buyer Indemnified Party due to, by reason of, or the existence of which would constitute: (i) any untrue representation, breach of warranty or breach or non-fulfillment of any covenant or agreement of Sellers or any inaccuracy in any of the representations and warranties of Sellers in this Agreement or in any certificate delivered by Sellers contained in any Asset Transfer Document; pursuant to this Agreement: (ii) any Tax unpaid claims, lawsuits, actions and owing proceedings by Sellers' employees, including without limitation former employees or applicants to Sellers, or any payrollbeneficiary or executor of the estate of any of the foregoing, unemployment or social security taxesrelating to employment, except to the extent such claims and any withholdings in respect thereof, any income, excise, use, personal property, stock or franchise, use and occupancy, real estate, business or sales tax, any assessments and impositions and any and all interest and penalties associated therewith unpaid and owing by Sellersliabilities are an Assumed Liability; (iii) any liability claims, lawsuits, and other liabilities arising out of, relating to or connected with any act or omission in respect of Sellers' conduct of the Assets accruing Business of the Division on or before the Closing Date, to the extent that such losses described in clauses (i), (ii) and (iii) hereof are not an Assumed Liability and together with amounts paid under Section 2.1 (f) and (g) exceed $300,000 in the aggregate; (iv) all uninsured amounts paid or incurred by the Purchaser Indemnified Patties pursuant to Section 2.1 (g), or any amounts paid to customers by the Purchaser Indemnified Parties pursuant to Section 2.1(f), for product warranty losses not paid by the applicable manufacturer but only to the extent that such Losses, together with all Losses under clauses (i), (ii), and (iii) exceed $300,000 in the aggregate and relate to products sold by the Division prior to the Closing Date; or (v) the Excluded Assets or Retained Liabilities. Purchaser, on behalf of itself and the Purchaser Indemnified Parties, agrees to use reasonable commercial efforts to pursue any warranty and/or insurance for claims under Sections 2.1 (f) and (g), but shall not be obligated prior to seeking any indemnity from Sellers under the provision of this Article 8 to file suit to enforce such warranty or insurance claims. It is understood and agreed that Sellers' obligations in the aggregate under clauses (i), (ii), (iii), (iv) any and all actions(v) of this Section 8.1 shall be limited to the amount of the Purchase Price. In addition, suitswith respect to Section 4.8 hereof, proceedings, claims, demands, assessments, judgments, costs Sellers shall not be deemed to be in breach of Section 4.8 and expenses, including without limitation, attorneys' fees and expenses, incurred by any Buyer Indemnified Party incident shall not indemnify Purchaser under the provisions of this Article 8 for Sellers failure to possess or transfer to Purchaser certificates of conformance with respect to any inventory item included within the Purchased Assets on the Closing Date, unless Purchaser has attempted to and failed to obtain such certificates of conformance using reasonable commercial efforts following one hundred twenty (120) days after Purchaser's written request for certification from the foregoing or incurred in investigating or attempting to avoid the same or to oppose the imposition thereof, or in enforcing this indemnitymanufacturer of such inventory item.