Common use of Seller Indemnified Liabilities Clause in Contracts

Seller Indemnified Liabilities. Subject to the provisions of this Article XII from and after the Closing, each Seller shall jointly and severally indemnify, defend and hold harmless Buyer, the Company, the Company Subsidiaries, and their respective directors, stockholders, 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 or the other Transaction Documents not having been true and correct as of the date hereof and the Closing Date (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 or any of the other Transaction Documents other than a breach that would be an Identified Matter; and (iii) those matters set forth on Schedule 12.1(a)(iii) (the “Identified Matters”); provided, however, that, notwithstanding any term set forth herein to the contrary, each Seller shall be severally, but not jointly, liable for any breach of such Seller’s representations and warranties set forth in Article V.

Seller Indemnified Liabilities. Subject to the provisions of this Article XII VIII, from and after the Closing, each Seller Sellers shall jointly and severally indemnify, defend and hold harmless Contributee or any of its Affiliates (including, without limitation, Buyer, the Company, the Company Subsidiaries), and their respective directors, stockholders, 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 date hereof and the Closing Date (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 datedate 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 or any of the other Transaction Documents other than a breach that would be an Identified MatterAgreement; and (iii) those matters set forth on Schedule 12.1(a)(iiiany Seller Taxes and (iv) (the “Identified Matters”); provided, however, that, notwithstanding any term set forth herein to the contrary, each Seller shall be severally, but not jointly, liable for any breach of such Seller’s representations and warranties set forth in Article V.Pre-Closing Liability. 43

Seller Indemnified Liabilities. Subject to the provisions of this Article XII VIII, from and after the Closing, each Seller Sellers shall jointly and severally indemnify, defend and hold harmless Contributee or any of its Affiliates (including, without limitation, Buyer, the Company, the Company Subsidiaries), and their respective directors, stockholders, 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 date hereof and the Closing Date (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 datedate 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 or any of the other Transaction Documents other than a breach that would be an Identified MatterAgreement; and (iii) those matters set forth on Schedule 12.1(a)(iiiany Seller Taxes and (iv) (the “Identified Matters”); provided, however, that, notwithstanding any term set forth herein to the contrary, each Seller shall be severally, but not jointly, liable for any breach of such Seller’s representations and warranties set forth in Article V.Pre-Closing Liability.

Seller Indemnified Liabilities. Subject to the provisions of this Article XII VIII, from and after the Closing, each Seller of the Sellers shall jointly and severally indemnify, defend and hold harmless Buyer, the Company, the Company Subsidiarieseach 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 or the other Transaction Documents not having been true and correct as of the date hereof and 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 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 or any of the other Transaction Documents other than a breach that would be an Identified Matter; and Agreement, (iii) those matters set forth on Schedule 12.1(a)(iiiany Pre- Closing GP Liability and (iv) (the “Identified Matters”); provided, however, that, notwithstanding any term set forth herein to the contrary, each Seller shall be severally, but not jointly, liable for any breach of such Seller’s representations and warranties set forth in Article V.Pre-Closing Taxes.

Seller Indemnified Liabilities. Subject to the provisions of this Article XII VIII, from and after the Closing, each Seller of the Sellers shall jointly and severally indemnify, defend and hold harmless Buyer, the Company, the Company Subsidiarieseach 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 or the other Transaction Documents not having been true and correct as of the date hereof and 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 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 or any of the other Transaction Documents other than a breach that would be an Identified Matter; and Agreement, (iii) those matters set forth on Schedule 12.1(a)(iiiany Pre-Closing GP Liability and (iv) (the “Identified Matters”); provided, however, that, notwithstanding any term set forth herein to the contrary, each Seller shall be severally, but not jointly, liable for any breach of such Seller’s representations and warranties set forth in Article V.Pre-Closing Taxes.