Indemnity Obligations of Sellers. Subject to the limitations set forth herein, each Seller, jointly and severally, covenants and agrees to defend, indemnify and hold harmless Purchaser, Medytox and their Affiliates (including, after the Closing, the Company) and the respective officers, directors, employees, agents, advisers and representatives of the foregoing (collectively, and for the avoidance of doubt excluding any Seller or Affiliate thereof, the “Purchaser Indemnitees”), from and against, and to pay or reimburse Purchaser Indemnitees for, any and all claims, Liabilities, obligations, losses, fines, costs, diminution in value, proceedings or damages, including all reasonable fees and disbursements of counsel incurred in the investigation or defense of any of the same or in asserting any of their respective rights hereunder (collectively, “Losses”), based on, resulting from, arising out of or relating to:
Indemnity Obligations of Sellers. Subject to the terms, conditions and limitations set forth in this Article VII, Sellers, jointly and not severally, will indemnify and hold NCTI, DMC and Buyer harmless against and in respect of any loss, damage (including, without limitation, any punitive damages), deficiency, diminution in value, claim, liability, obligation, suit, proceeding, action, demand, fee, penalty, fine, interest, surcharge, cost or expense of any nature whatsoever (including, without limitation, out-of-pocket expenses, investigation costs and fees and disbursements of accountants and counsel in investigating and contesting such claims or otherwise) (collectively, "Damages") suffered or incurred by NCTI, DMC or Buyer arising out of, based upon or resulting from (a) any inaccuracy in or any breach of any representation and warranty of Sellers contained in this Agreement or any disclosure schedule, certificate or other written instrument or document delivered by Sellers pursuant hereto; (b) any breach or nonfulfillment of, or any failure to perform, any of the covenants, agreements or undertakings of Sellers contained in or made pursuant to this Agreement; and (c) any breach or nonfulfillment of, or any failure to perform, any of the covenants, agreements or undertakings of Company contained in or made pursuant to this Agreement.
Indemnity Obligations of Sellers. Each Seller, jointly and severally, covenants and agrees to defend, indemnify, and hold harmless Purchaser, its Affiliates, and each of their respective officers, directors, managers, members, partners, employees, agents, advisers, and representatives and the respective successors and assigns of any of the foregoing (collectively, the “Purchaser Indemnitees”), from and against, and to pay or reimburse Purchaser Indemnitees for, any and all Losses, directly or indirectly based on, resulting from, arising out of, in connection with, or relating to:
Indemnity Obligations of Sellers. Subject to the limitations set forth herein, each Seller, jointly and severally, (except with respect to ARTICLE II hereof, which shall be severally, but not jointly), covenants and agrees to defend, indemnify and hold harmless Purchaser and its respective Affiliates (collectively, the “Purchaser Indemnitees”), from and against, and to pay or reimburse Purchaser Indemnitees for, any and all claims, Liabilities, obligations, losses, fines, costs, proceedings or damages, including all reasonable fees and disbursements of counsel incurred in the investigation or defense of any of the same or in asserting any of their respective rights hereunder (collectively, “Losses”), based on, resulting from, arising out of or relating to:
Indemnity Obligations of Sellers. Sellers covenant and agree, jointly and severally, to defend, indemnify and hold harmless Purchasers and their Affiliates (including Parent) and the respective its officers, directors, employees, agents, advisers and representatives of the foregoing (collectively, the "Purchaser Indemnitees"), from and against, and to pay or reimburse Purchaser Indemnitees for, any and all claims, liabilities, obligations, losses, fines, costs, proceedings or damages (whether absolute, accrued, conditional or otherwise and whether or not resulting from third party claims), including all reasonable fees and disbursements of counsel incurred in the investigation or defense of any of the same or in asserting any of their respective rights hereunder (collectively, "Losses"), resulting from or arising out of:
Indemnity Obligations of Sellers. Each Seller hereby agrees to indemnify and hold Buyer harmless from and against, and to reimburse Buyer for or in respect of, any and all losses, damages, deficiencies, liabilities, claims, economic injury, obligations, expenses (including, without limitation, all out-of-pocket expenses, reasonable investigation expenses and reasonable fees and disbursements of accountants and counsel) of any nature whatsoever (collectively, "Buyer's Damages"), incurred by Buyer arising out of, based upon, or by reason of (A) any breach of any representation and warranty of any of Sellers which is contained in this Agreement or in any Related Agreement, or in any SCHEDULE or certificate delivered pursuant thereto; or (B) any breach or nonfulfillment of, or any failure to perform, any of the covenants, agreements or undertakings of Sellers which are contained in or made pursuant to this Agreement or any Related
