Common use of Obligations of the Sellers Clause in Contracts

Obligations of the Sellers. From and after the Closing Date, -------------------------- the Sellers hereby agree severally (and not jointly) to indemnify and hold Buyer and its Affiliates and Persons (other than Xxxxx X. Xxxxxxx and Xxxxx X. Xxxxxx) serving as officers, directors, partners, stockholders or employees thereof (each individually a "Buyer Indemnified Party" and collectively the "Buyer Indemnified Parties") harmless from and against any and all Losses which any of them may suffer, incur or sustain arising out of, or attributable to, or resulting from any inaccuracy in or breach of any of the representations or warranties of the Sellers (which representations and warranties shall not be deemed to be qualified by references to materiality (or variations thereof) contained therein for purposes of this Section 7.1 and any breaches thereof shall be determined without regard to whether such breaches were material or constituted a Seller Material Adverse Effect for purposes of this Section 7.1), or any nonperformance of any covenant or agreement of the Sellers or the Companies, made in or pursuant to this Agreement or in any Schedule attached hereto or in any other agreement, document, instrument or certificate delivered by the Sellers to Buyer at the Closing pursuant to this Agreement. Each Seller shall be solely and fully responsible, subject to the limitations set forth in Section 7.7, for any Loss arising out of, attributable to or resulting from any inaccuracy in or breach of any representation or warranty or nonperformance of any covenant or agreement made solely by such Seller, it being understood and agreed that any representation, warranty, covenant or agreement made by "such Seller" or by a Seller by name shall be considered to be made solely by each Seller with respect to himself only or solely by the named Seller (any such Losses, "Direct Seller Losses"). With respect to any other Loss for which the Sellers are responsible hereunder, each Seller shall, subject to the limitations set forth in Section 7.7, be responsible for each such Loss pro rata in proportion to such Seller's Purchase Price Percentage with respect to the Earnout Payments.

Obligations of the Sellers. From and after (a) Subject to the Closing Dateterms of this Article VI, -------------------------- the Sellers hereby agree severally shall jointly (pro rata to their shareholdings), and not jointly) to solidarily, indemnify and hold Buyer harmless the Tekelec Parties, their Affiliates (including, for greater certainty, as at and its Affiliates from the date hereof, the Corporation) and Persons their respective directors and officers (other than Xxxxx X. Xxxxxxx and Xxxxx X. Xxxxxx) serving as officerscollectively, directors, partners, stockholders or employees thereof (each individually a "Buyer Indemnified Party" and collectively the "Buyer “Tekelec Indemnified Parties") harmless ”), from and against any losses, damages, liabilities, claims, interest, penalties, judgments, settlements and all Losses which costs and expenses (including reasonable attorneys’ fees and court costs) (collectively, “Losses”) suffered by, imposed upon, asserted against or incurred by any of them may sufferTekelec Indemnified Party as a result of, incur in respect of, in connection with or sustain arising out of, or attributable to, or resulting from of (i) any inaccuracy in or breach of any of the representations or warranties of the Sellers in this Agreement; or (which representations and warranties shall not be deemed ii) subject to be qualified by references to materiality (or variations thereof) contained therein for purposes of this Section 7.1 and any breaches thereof shall be determined without regard to whether such breaches were material or constituted a Seller Material Adverse Effect for purposes of this Section 7.16.2(b), or any nonperformance breach of any covenant of the covenants or agreement agreements of the Sellers in this Agreement that by their terms are to be performed in whole or in part, or which prohibit actions, subsequent to the CompaniesClosing Date. (b) In the event of a breach by a Seller of any of his, made in her or its covenants, agreements and obligations pursuant to Section 5.7 of this Agreement Agreement, the Seller in breach thereof, and only such Seller, shall individually, and not jointly or in any Schedule attached hereto or in solidarily with any other agreementSeller, documentindemnify and hold harmless the Tekelec Indemnified Parties, instrument from and against any Losses suffered by, imposed upon, asserted against or certificate delivered incurred by any Tekelec Indemnified Party as a result of, in respect of, in connection with or arising out of such breach. (c) The obligation of the Sellers to Buyer at the Closing pursuant to this Agreement. Each Seller shall be solely and fully responsible, indemnify any Tekelec Indemnified Party for Losses is subject to the limitations set forth in Section 7.7, for any Loss arising out of, attributable to or resulting from any inaccuracy in or breach of any representation or warranty or nonperformance of any covenant or agreement made solely by such Seller, it being understood and agreed that any representation, warranty, covenant or agreement made by "such Seller" or by a Seller by name following limitations: (i) no Tekelec Indemnified Party shall be considered entitled to make a claim against the Sellers for indemnification under Section 6.2(a) (“Tekelec Claim”) unless and until the aggregate amount of Losses incurred by all the Tekelec Indemnified Parties in respect of Tekelec Claims exceeds US$200,000 (the “Basket”), and then the Tekelec Indemnified Parties shall be made solely by each Seller with respect entitled to himself indemnification for only or solely by the named Seller amount in excess of US$50,000; and (any such Losses, "Direct Seller Losses"). With respect to any other Loss ii) in no event shall the aggregate amount of Losses for which the Sellers are responsible hereunderobligated to indemnify the Tekelec Indemnified Parties pursuant to under Section 6.2(a) exceed the amount of the Escrow Deposit (the "Ceiling”). Notwithstanding the foregoing, each Seller shall, subject the provisions of this Section 6.2(c) shall not apply to any claims for indemnification (A) in respect of a breach of any of the limitations representations and warranties set forth in Section 7.73.1, Section 3.2, Section 3.5 or Section 3.8 (provided, however, that in the aggregate, indemnification for any such claim shall not exceed the amount of the Purchase Price) or (B) as a result of fraud, intentional misrepresentation or willful misconduct by any of the Sellers. In any of the instances referred to in subsection (B) in the immediately preceding sentence, the obligation of the Sellers to so indemnify shall be responsible for each such Loss pro rata in proportion to such Seller's Purchase Price Percentage as follows: (i) unlimited with respect to any Seller who committed the Earnout Paymentsfraud, intentional misrepresentation or wilful misconduct; and (ii) limited in such event in the aggregate to the amount of the Purchase Price in respect of the other Sellers, jointly, prorata to their respective shareholdings. (d) Notwithstanding anything to the contrary in Section 6.2(a), but subject always to the provisions of Section 6.2(b) and (c), the obligation of the Sellers to indemnify any Tekelec Indemnified Party for Losses in respect of a breach of any of the Individual Sellers Representations and Warranties shall at all times be limited to the individual Seller and only to such Seller or Sellers, who were in breach of the applicable Individual Sellers Representations and Warranties.

Obligations of the Sellers. From and after the Closing Date, -------------------------- the The Sellers hereby agree agree, severally (and not jointly) , to indemnify and hold the Buyer and its Affiliates (including the Company) and Persons (other than Xxxxx X. Xxxxxxx and Xxxxx X. Xxxxxx) serving as its respective officers, directors, partnersstockholders, stockholders or employees thereof employees, agents, representatives, successors and assigns (each individually a "Buyer Indemnified Party" and collectively collectively, the "“Buyer Indemnified Parties"”) and hold each of them harmless from and against and pay on behalf of or reimburse any and all Losses such Buyer Indemnified Party in respect of the entirety of any Loss which any of them such Buyer Indemnified Party may suffer, incur sustain or sustain become subject to, as a result of, arising out of, or attributable to, or resulting from any inaccuracy in or breach of any of the representations or warranties of the Sellers (which representations and warranties shall not be deemed relating to be qualified by references to materiality (or variations thereof) contained therein for purposes of this Section 7.1 and any breaches thereof shall be determined without regard to whether such breaches were material or constituted a Seller Material Adverse Effect for purposes of this Section 7.1), or any nonperformance of any covenant or agreement of the Sellers or the Companies, made in or pursuant to this Agreement or in any Schedule attached hereto connection with: (i) the breach or in any other agreement, document, instrument or certificate delivered by the Sellers to Buyer at the Closing pursuant to this Agreement. Each Seller shall be solely and fully responsible, subject to the limitations set forth in Section 7.7, for any Loss arising out of, attributable to or resulting from any inaccuracy in or breach of any representation or warranty of the Sellers and the Company contained in this Agreement or nonperformance any Transaction Document, in each case, without giving effect to any limitation or qualification as to “materiality,” “material,” “Material Adverse Effect” or similar qualifiers or monetary qualifiers to similar effect set forth in such representation or warranty for purposes of any covenant determining whether there is a breach and the Losses resulting from, arising out of or agreement made solely by relating to such Sellerbreach; provided, it being understood and agreed however, notwithstanding anything in this Agreement to the contrary, that any representation, warranty, covenant or agreement made by "such Seller" or by a Seller by name shall be considered to be made solely by each Seller the indemnification with respect to himself only or solely by the named Seller (any such Losses, "Direct Seller Losses"). With respect to any other Loss representations and warranties in Article II of this Agreement shall be several and not joint and several for which the Sellers are responsible hereunder, each Seller shallfor Losses arising, subject directly or indirectly, from or in connection with a breach of any of such Seller’s representations or warranties in Article II; (ii) the breach, non-compliance or non-performance of any covenant, agreement or obligation of the Company contained in this Agreement or any Transaction Document (iii) any Company Transaction Expenses or Indebtedness to the limitations set forth in extent such amounts were not taken into account for purposes of determining the Estimated Closing Payment pursuant to Section 7.7, be responsible for each such Loss pro rata in proportion to such Seller's Purchase Price Percentage with respect to the Earnout Payments.1.4;

Obligations of the Sellers. From (a) As consideration for the commitment of the Buyer hereunder, subject to the conditions and after the Closing Datelimitations set forth in this Article VII, -------------------------- each of the Sellers hereby agree agrees to jointly and severally (and not jointly) to indemnify and hold Buyer harmless the Buyer, the Company and its Affiliates and Persons (other than Xxxxx X. Xxxxxxx and Xxxxx X. Xxxxxx) serving as officerseach of their Affiliates, directors, partnersofficers, stockholders or agents and employees thereof and each other Person, if any, controlling the Buyer (each individually a "“Buyer Indemnified Party" and collectively the "Buyer Indemnified Parties"Person”) harmless from and against any direct loss, damage, Liability, Taxes, demand, settlement, judgment, award, fine, penalty, charge, cost or expense of any nature (including, without limitation, the reasonable fees of counsel) and all Losses specifically including any indirect, consequential and loss of profit damages but specifically excluding any exemplary, punitive, diminution in value (including multiples of EBITDA), special or other similar damages, except as may be payable to a claimant in a Third Party Claim (as defined below) (each, a “Loss”), to which any of them may suffersuch Buyer Indemnified Person becomes subject as a result of, incur or sustain based upon or arising out of, directly or attributable to, or resulting from any inaccuracy in or breach of any of the representations or warranties of the Sellers indirectly: (which representations and warranties shall not be deemed to be qualified by references to materiality (or variations thereofi) contained therein for purposes of this Section 7.1 and any breaches thereof shall be determined without regard to whether such breaches were material or constituted a Seller Material Adverse Effect for purposes of this Section 7.1), or any nonperformance of any covenant or agreement of the Sellers or the Companies, made in or pursuant to this Agreement or in any Schedule attached hereto or in any other agreement, document, instrument or certificate delivered by the Sellers to Buyer at the Closing pursuant to this Agreement. Each Seller shall be solely and fully responsible, subject to the limitations set forth in Section 7.7, for any Loss arising out of, attributable to or resulting from any inaccuracy in or breach of any representation or warranty made by the Sellers in Article IV or Article V of this Agreement; (ii) any breach or nonperformance of any covenant or agreement made solely or to be performed by such Seller, it being understood and agreed that the Sellers pursuant to this Agreement; or (iii) Section 8.05(a). (b) With respect to any representation, warranty, covenant or agreement made by "such Seller" or Loss suffered by a Seller Buyer Indemnified Person potentially recoverable under an applicable policy or policies of insurance of the Buyer or the Company the Buyer shall make a claim with respect thereto under the applicable insurance policy or policies. For purposes of this Article VII, the amount of any Loss incurred by name any Buyer Indemnified Person shall be considered to be made solely by each Seller with respect to himself only or solely reduced by: (x) any insurance proceeds received by the named Seller Buyer or the Company as a result of such Loss (net of any deductible or retention amount or increase of premiums under such insurance policy), which proceeds the Buyer would diligently seek to claim and obtain; and (y) any third party recovery received by the Buyer or the Company as a result of such claims (net of any out of pocket costs of collection. For the avoidance of doubt, any such Losses, "Direct Seller Losses")offset or setoff shall reduce dollar-for-dollar any amount due from the Sellers. With respect to any other Loss for which suffered by a Buyer Indemnified Person, the Sellers are responsible hereunder, each Seller shall, subject Buyer shall diligently seek to the limitations set forth in Section 7.7, be responsible for each such Loss pro rata in proportion to such Seller's Purchase Price Percentage with respect to the Earnout Paymentsmitigate any Losses.

Obligations of the Sellers. From Subject to the limitations set forth in this Article IX, from and after the Closing Date, -------------------------- the Sellers hereby agree severally (shall, jointly and not jointly) to severally, indemnify and hold Buyer and Buyer, its Affiliates (including AdvanceMed following the Closing) and Persons (other than Xxxxx X. Xxxxxxx and Xxxxx X. Xxxxxx) serving as each of their respective officers, directors, managers, partners, stockholders or employees thereof members, employees, representatives, agents, successors and assigns (each individually a "Buyer Indemnified Party" and collectively the "“Buyer Indemnified Parties"”) harmless from and against any and all Losses which any Actions, claims, judgments, liabilities, obligations, damages, losses, deficiencies, costs, penalties, settlements, interest and expenses (including amounts paid in settlement, interest, court costs, costs of them may sufferinvestigators, incur reasonable fees and expenses of attorneys, accountants, financial advisors and other experts, and other expenses of litigation, arbitration or sustain other dispute resolution proceedings) (collectively, “Losses”) arising out of, or attributable to, or resulting from of (a) any inaccuracy in or breach of any representation or warranty of the representations or warranties of the Sellers (which representations and warranties shall not be deemed to be qualified by references to materiality (or variations thereof) CSC Parties contained therein for purposes of this Section 7.1 and any breaches thereof shall be determined without regard to whether such breaches were material or constituted a Seller Material Adverse Effect for purposes of this Section 7.1), or any nonperformance of any covenant or agreement of the Sellers or the Companies, made in or pursuant to this Agreement or in any Schedule attached hereto or in any other agreement, document, instrument agreement or certificate delivered by the Sellers to Buyer at the Closing pursuant to this Agreement. Each Seller shall be solely Agreement and fully responsible, subject to for which notice is given within the limitations set forth survival period specified in Section 7.79.4, for (b) any Loss arising out of, attributable to or resulting from any inaccuracy in or breach of any representation agreement or warranty or nonperformance covenant on the part of the Sellers contained in this Agreement, (c) any breach of any agreement or covenant on the part of AdvanceMed contained in this Agreement, but only to the extent that such agreement or agreement made solely by such Seller, it being understood and agreed that any representation, warranty, covenant or agreement made by "such Seller" or by a Seller by name shall be considered is required to be made solely performed prior to or at Closing, (d) the Plans (expressly excluding any Plans sponsored and maintained by each Seller with respect to himself only AdvanceMed) and any and all benefits whether accrued or solely by unaccrued under such Plans as of the named Seller (Closing Date and any and all other Liabilities arising out, of or in connection with, the form, operation or termination of such Losses, "Direct Seller Losses"). With respect to any other Loss for which the Sellers are responsible hereunder, each Seller shall, subject Sellers’ Plans or termination of AdvanceMed’s participation in such Sellers’ Plans on or prior to the limitations set forth in Section 7.7Closing Date, be responsible for each such Loss pro rata in proportion to such Seller's Purchase Price Percentage with respect to and (e) the Earnout PaymentsXxxxxx EEOC Matter.

Obligations of the Sellers. From and after (a) Subject to the Closing Dateterms of this Article VI, -------------------------- the Sellers hereby agree severally shall jointly (pro rata to their shareholdings), and not jointly) to solidarily, indemnify and hold Buyer harmless the Tekelec Parties, their Affiliates (including, for greater certainty, as at and its Affiliates from the date hereof, the Corporation) and Persons their respective directors and officers (other than Xxxxx X. Xxxxxxx and Xxxxx X. Xxxxxx) serving as officerscollectively, directors, partners, stockholders or employees thereof (each individually a "Buyer Indemnified Party" and collectively the "Buyer “Tekelec Indemnified Parties") harmless ”), from and against any losses, damages, liabilities, claims, interest, penalties, judgments, settlements and all Losses which costs and expenses (including reasonable attorneys’ fees and court costs) (collectively, “Losses”) suffered by, imposed upon, asserted against or incurred by any of them may sufferTekelec Indemnified Party as a result of, incur in respect of, in connection with or sustain arising out of, or attributable to, or resulting from of (i) any inaccuracy in or breach of any of the representations or warranties of the Sellers in this Agreement; or (which representations and warranties shall not be deemed ii) subject to be qualified by references to materiality (or variations thereof) contained therein for purposes of this Section 7.1 and any breaches thereof shall be determined without regard to whether such breaches were material or constituted a Seller Material Adverse Effect for purposes of this Section 7.16.2(b), or any nonperformance breach of any covenant of the covenants or agreement agreements of the Sellers in this Agreement that by their terms are to be performed in whole or in part, or which prohibit actions, subsequent to the CompaniesClosing Date. (b) In the event of a breach by a Seller of any of his, made in her or its covenants, agreements and obligations pursuant to Section 5.7 of this Agreement Agreement, the Seller in breach thereof, and only such Seller, shall individually, and not jointly or in any Schedule attached hereto or in solidarily with any other agreementSeller, documentindemnify and hold harmless the Tekelec Indemnified Parties, instrument from and against any Losses suffered by, imposed upon, asserted against or certificate delivered incurred by any Tekelec Indemnified Party as a result of, in respect of, in connection with or arising out of such breach. (c) The obligation of the Sellers to Buyer at the Closing pursuant to this Agreement. Each Seller shall be solely and fully responsible, indemnify any Tekelec Indemnified Party for Losses is subject to the limitations set forth in Section 7.7, for any Loss arising out of, attributable to or resulting from any inaccuracy in or breach of any representation or warranty or nonperformance of any covenant or agreement made solely by such Seller, it being understood and agreed that any representation, warranty, covenant or agreement made by "such Seller" or by a Seller by name following limitations: (i) no Tekelec Indemnified Party shall be considered entitled to make a claim against the Sellers for indemnification under Section 6.2(a) (“Tekelec Claim”) unless and until the aggregate amount of Losses incurred by all the Tekelec Indemnified Parties in respect of Tekelec Claims exceeds US$200,000 (the “Basket”), and then the Tekelec Indemnified Parties shall be made solely by each Seller with respect entitled to himself indemnification for only or solely by the named Seller amount in excess of US$50,000; and (any such Losses, "Direct Seller Losses"). With respect to any other Loss ii) in no event shall the aggregate amount of Losses for which the Sellers are responsible hereunderobligated to indemnify the Tekelec Indemnified Parties pursuant to under Section 6.2(a) exceed the amount of the Escrow Deposit (the "Ceiling”). Notwithstanding the foregoing, each Seller shall, subject the provisions of this Section 6.2(c) shall not apply to any claims for indemnification (A) in respect of a breach of any of the limitations representations and warranties set forth in Section 7.73.1, Section 3.2, Section 3.5 or Section 3.8 (provided, however, that in the aggregate, indemnification for any such claim shall not exceed the amount of the Purchase Price) or (B) as a result of fraud, intentional misrepresentation or willful misconduct by any of the Sellers. In any of the instances referred to in subsection (B) in the immediately preceding sentence, the obligation of the Sellers to so indemnify shall be responsible for each such Loss pro rata in proportion to such Seller's Purchase Price Percentage as follows: (i) unlimited with respect to any Seller who committed the Earnout Paymentsfraud, intentional misrepresentation or wilful misconduct; and (ii) limited in such event in the aggregate to the amount of the Purchase Price in respect of the other Sellers, jointly, prorata to their respective shareholdings. (d) Notwithstanding anything to the contrary in Section 6.2(a), but subject always to the provisions of Section 6.2(b) and (c), the obligation of the Sellers to indemnify any Tekelec Indemnified Party for Losses in respect of a breach of any of the Individual Sellers Representations and Warranties shall at all times be limited to the individual Seller and only to such Seller or Sellers, who were in breach of the applicable Individual Sellers Representations and Warranties. (e) Notwithstanding anything to the contrary in this Article VI, but subject always to the provisions contained in Section 6.2(c), in no event shall the aggregate amount for which Sellers are obligated to indemnify the Tekelec Indemnified Parties pursuant to this Agreement exceed the amount of the Purchase Price, save and except (i) in the event of fraud, intentional misrepresentation or wilful misconduct by a Seller, in which case, the liability of the Seller having been responsible for such fraud, intentional misrepresentation or wilful misconduct shall not be limited in any way, or (ii) in the event of a breach by a Seller of any of his, her or its covenants, agreements or obligations pursuant to Section 5.7, in which case the provisions of Section 6.2(b) shall apply. (f) For greater certainty, the provisions of this Article VI shall not apply to any breach by a Seller of any Employment Agreement to which he or she may be a party, it being understood that the Sellers shall not have any liability as regards such breach hereunder and that any claims resulting from such breach shall be governed entirely by the provisions of such Employment Agreement and directed solely against the party in breach thereof.