Common use of Seller’s Indemnity Obligations Clause in Contracts

Seller’s Indemnity Obligations. Each of the Sellers agree to jointly and severally indemnify and hold the Buyer and the Subsidiary (including their officers, directors, employees and agents) harmless from and against any and all claims, actions, causes of action, arbitration's, proceedings, losses, damages, liabilities, judgments and expenses (including, without limitation, reasonable attorneys' fees) ("Indemnified Amounts") incurred by the Buyer or the Subsidiary as a result of (a) any error, inaccuracy, breach or misrepresentation in any of the representations and warranties made by or on behalf of either of the Sellers in this Agreement, (b) any violation or breach by either of the Sellers of or default by either of the Sellers under the terms of this Agreement, (c) any act or omission occurring, or condition or circumstances existing, prior to the Closing Date, or any condition or circumstances caused by any act or omission occurring prior to the Closing Date, by either of the Sellers or with respect to the interest in the Company or the Business not fully covered by a specific accrual liability or reserve on the unaudited financial statements, including the items set forth on Exhibit C, (d) the past or present presence, release, remediation or clean-up of, or exposure to, Hazardous Substances (as defined below) relating to or located on, within or under the Assets of the Company, (e) any product liability or other claims concerning services provided or products sold by the Company prior to the Closing Date not fully covered by a specific accrual liability or reserve on the unaudited financial statements and (f) any debts, liabilities or obligations of Sellers, direct or indirect, fixed, contingent or otherwise, that are not expressly assumed by Buyer or the Subsidiary in this Agreement. The foregoing is not an exclusive remedy, and both the Buyer and the Subsidiary shall be entitled to recover its reasonable and necessary attorneys' fees and litigation expenses incurred in connection with successful enforcement of its rights under this Section.

Seller’s Indemnity Obligations. Each of the Sellers agree to jointly and severally indemnify and hold the Buyer and the Subsidiary (including their its officers, directors, employees and agents) harmless from and against any and all claims, actions, causes of action, arbitration's, proceedings, losses, damages, liabilities, judgments and expenses (including, without limitation, reasonable attorneys' fees) ("Indemnified Amounts") incurred by the Buyer or the Subsidiary as a result of (a) any error, inaccuracy, breach or misrepresentation in any of the representations and warranties made by or on behalf of either of the Sellers in this Agreement, (b) any violation or breach by either of the Sellers of or default by either of the Sellers under the terms of this Agreement, (c) any act or omission occurring, or condition or circumstances existing, prior to the Closing Date, or any condition or circumstances caused by any act or omission occurring prior to the Closing Date, by either of the Sellers or with respect to the interest in the Company Common Stock or the Business not fully covered by a specific accrual liability or reserve on the unaudited financial statements, including the items set forth on Exhibit CE, (d) the past or present presence, release, remediation or clean-up of, or exposure to, Hazardous Substances (as defined below) relating to or located on, within or under the Assets of the Company, (e) any product liability or other claims concerning services provided or products sold by the Company prior to the Closing Date not fully covered by a specific accrual liability or reserve on the unaudited audited financial statements and (f) any debts, liabilities or obligations of Sellers, direct or indirect, fixed, contingent or otherwise, that are not expressly assumed by Buyer or the Subsidiary in this Agreement. The foregoing is not an exclusive remedy, and both the Buyer and the Subsidiary shall be entitled to recover its reasonable and necessary attorneys' fees and litigation expenses incurred in connection with successful enforcement of its rights under this Section.