Common use of Seller Indemnified Liabilities Clause in Contracts

Seller Indemnified Liabilities. Subject to the provisions of this Article VIII, from and after the Closing, each of the Sellers shall jointly and severally indemnify, defend and hold harmless Buyer, each of Buyer’s Affiliates, and their respective directors, stockholders, members, managers, officers, partners, employees, agents, consultants, attorneys, representatives, successors, transferees and assignees (collectively, the “Buyer Indemnified Parties”) from, against and in respect of any Damages or Claims that arise out of, relate to or result from any of the following described matters (herein collectively referred to as the “Seller Indemnified Liabilities,” and individually as a “Seller Indemnified Liability”): (i) any representation or warranty made by any Seller in this Agreement not having been true and correct as of the Closing (without giving effect to any qualifier as to “materiality” or “Material Adverse Effect” or words of similar meaning set forth therein); provided that the text of any representation or warranty that refers to a specific date shall be deemed to continue to refer to such date, (ii) any breach by any Seller of any covenant or obligation of such Seller in this Agreement, (iii) any Pre-Closing GP Liability and (iv) any Pre-Closing Taxes.

Seller Indemnified Liabilities. Subject to the provisions of this Article VIII, from and after the Closing, each of the Sellers shall jointly and severally indemnify, defend and hold harmless Contributee or any of its Affiliates (including, without limitation, Buyer, each of Buyer’s Affiliates), and their respective directors, stockholders, members, managers, officers, partners, employees, agents, consultants, attorneys, representatives, successors, transferees and assignees (each, a “Contributee Indemnified Party” and, collectively, the “Buyer Contributee Indemnified Parties”) from, against and in respect of any Damages or Claims that arise out of, relate to or result from any of the following described matters (herein collectively referred to as the “Seller Indemnified Liabilities,” and individually as a “Seller Indemnified Liability”): (i) any representation or warranty made by any Seller in this Agreement or the other Transaction Documents not having been true and correct as of the Closing Date (without giving effect to any qualifier as to “materiality” or “Material Adverse Effect” or words of similar meaning set forth therein); provided that (A) the text of any representation or warranty that refers to a specific date shall be deemed to continue to refer to such date, date and (B) any qualification as to materiality or Material Adverse Effect shall be disregarded); (ii) any breach by any Seller of any covenant or obligation of such Seller it in this Agreement, ; (iii) any Pre-Closing GP Liability Seller Taxes and (iv) any Pre-Closing TaxesLiability.

Seller Indemnified Liabilities. Subject to the provisions of this Article VIII, from and after the Closing, each of the Sellers shall jointly and severally indemnify, defend and hold harmless Buyer, each of Buyer’s Affiliates, and their respective directors, stockholders, members, managers, officers, partners, employees, agents, consultants, attorneys, representatives, successors, transferees and assignees (collectively, the “Buyer Indemnified Parties”) from, against and in respect of any Damages or Claims that arise out of, relate to or result from any of the following described matters (herein collectively referred to as the “Seller Indemnified Liabilities,” and individually as a “Seller Indemnified Liability”): (i) any representation or warranty made by any Seller in this Agreement not having been true and correct as of the Closing (without giving effect to any qualifier as to “materiality” or “Material Adverse Effect” or words of similar meaning set forth therein); provided that the text of any representation or warranty that refers to a specific date shall be deemed to continue to refer to such date, (ii) any breach by any Seller of any covenant or obligation of such Seller in this Agreement, (iii) any Pre-Pre- Closing GP Liability and (iv) any Pre-Closing Taxes.

Seller Indemnified Liabilities. Subject to the provisions of this Article VIII, from and after the Closing, each of the Sellers shall jointly and severally indemnify, defend and hold harmless Contributee or any of its Affiliates (including, without limitation, Buyer, each of Buyer’s Affiliates), and their respective directors, stockholders, members, managers, officers, partners, employees, agents, consultants, attorneys, representatives, successors, transferees and assignees (each, a “Contributee Indemnified Party” and, collectively, the “Buyer Contributee Indemnified Parties”) from, against and in respect of any Damages or Claims that arise out of, relate to or result from any of the following described matters (herein collectively referred to as the “Seller Indemnified Liabilities,” and individually as a “Seller Indemnified Liability”): (i) any representation or warranty made by any Seller in this Agreement or the other Transaction Documents not having been true and correct as of the Closing Date (without giving effect to any qualifier as to “materiality” or “Material Adverse Effect” or words of similar meaning set forth therein); provided that (A) the text of any representation or warranty that refers to a specific date shall be deemed to continue to refer to such date, date and (B) any qualification as to materiality or Material Adverse Effect shall be disregarded); (ii) any breach by any Seller of any covenant or obligation of such Seller it in this Agreement, ; (iii) any Pre-Closing GP Liability Seller Taxes and (iv) any Pre-Closing Taxes.Liability. 43