Common use of By Sellers Clause in Contracts

By Sellers. Each Seller, jointly and severally, hereby agrees to indemnify and hold Buyer, the Company, and their respective directors, officers, employees, stockholders, agents, attorneys, representatives, successors and permitted assigns (collectively, the “Buyer Indemnified Parties”) harmless from and against any Losses arising from: (i) any breach of the representations and warranties (without regard to any knowledge, materiality or Material Adverse Effect qualifiers contained in any such representation or warranty) made by the Company in this Agreement; (ii) any breach of the covenants or agreements (without regard to any knowledge, materiality or Material Adverse Effect qualifiers contained in any such covenant or agreement) made by Sellers or the Company in this Agreement; or (iii) any Excluded Liabilities. In addition, each Seller, severally and not jointly, hereby agrees to indemnify and hold Buyer Indemnified Parties harmless from and against any Losses based upon or arising from any breach of the representations and warranties (without regard to any knowledge, materiality or Material Adverse Effect qualifiers contained in any such representation or warranty) of such Seller contained in Article V.

By Sellers. Each Seller, jointly and severally, hereby agrees to indemnify indemnify, defend and hold harmless Buyer, the Company, and their respective directors, officers, employees, stockholders, agents, attorneys, representatives, successors and permitted assigns (collectively, the “Buyer Indemnified Parties”) harmless from and against any Losses arising fromfrom or relating to: (i) any breach of the representations and warranties (without regard to any knowledge, materiality or Material Adverse Effect qualifiers contained in any such representation or warranty) made by the Company in this Agreement; (ii) any breach of the covenants or agreements (without regard to any knowledge, materiality or Material Adverse Effect qualifiers contained in any such covenant or agreement) made by Sellers or the Company or Sellers in this Agreement; or (iii) any Excluded Liabilitiesindemnification obligations pursuant to Section 6.5; and (iv) the payment of 100% of the Purchase Price to Xxxxxxxxx Xxxxxx xx Xxxxx (pursuant to Xx. Xxxxx’x and Xx. Xxxxx’x direction herein) despite the fact that 50% of the issued and outstanding securities of the Company are owned by each of Xxxxxxxxx Xxxxxx de Cowal and Xxxxxxx Xxxxx. In addition, each Seller, severally and not jointly, hereby agrees to indemnify indemnify, defend and hold harmless Buyer Indemnified Parties harmless from and against any Losses based upon or arising from any breach of the representations and warranties (without regard to any knowledge, materiality or Material Adverse Effect qualifiers contained in any such representation or warranty) of such Seller contained in Article V.IV.

By Sellers. Each Seller, jointly and severally, hereby agrees to indemnify and hold BuyerBuyers, the Company, and their respective directors, officers, employees, partners, stockholders, agents, attorneys, representatives, successors and permitted assigns (collectively, the “Buyer Indemnified Parties”) harmless from and against any Losses arising from: (i) any breach of the representations and warranties (without regard to any knowledge, materiality or Material Adverse Effect qualifiers contained in any such representation or warranty) made by the Company in this Agreement; (ii) any breach of the covenants or agreements (without regard to any knowledge, materiality or Material Adverse Effect qualifiers contained in any such covenant or agreement) made by Sellers or the Company in this Agreement; or (iii) any Excluded Liabilities. In addition, each Seller, severally and not jointly, hereby agrees to indemnify and hold Buyer Indemnified Parties harmless from and against any Losses based upon or arising from any breach of the representations and warranties (without regard to any knowledge, materiality or Material Adverse Effect qualifiers contained in any such representation or warranty) of such Seller contained in Article V.

By Sellers. Each SellerEureka, jointly and severally, and the other Sellers, severally and not jointly (based upon their respective Pro Rata Share), hereby agrees agree to indemnify and hold Buyer, the Company, and their respective directors, officers, employees, Affiliates, stockholders, agents, attorneys, representatives, successors and permitted assigns (collectively, the “Buyer Indemnified Parties”) harmless from and against any Losses arising from: (i) any breach of the representations and warranties (without regard to any knowledge, materiality or Material Adverse Effect qualifiers contained in any such representation or warranty) made by the Company in this Agreement; (ii) any breach of the covenants or agreements (without regard to any knowledge, materiality or Material Adverse Effect qualifiers contained in any such covenant or agreement) made by Sellers or the Company in this AgreementAgreement (without regard to any materiality qualification contained in any such covenant or agreement); or (iii) any Excluded Liabilities. In addition, each Seller, severally and not jointly, hereby agrees to indemnify and hold Buyer Indemnified Parties harmless from and against any Losses based upon or arising from any breach of the representations and warranties (without regard to any knowledge, materiality or Material Adverse Effect qualifiers contained in any such representation or warranty) of such Seller contained in Article V.

By Sellers. Each Seller, severally and not jointly and severally(based on its Pro Rata Share), hereby agrees to indemnify and hold Buyer, the Company, and their respective directors, officers, employees, Affiliates, stockholders, agents, attorneys, representatives, successors and permitted assigns (collectively, the “Buyer Indemnified Parties”) harmless from and against any Losses arising from: (i) any breach of the representations and warranties (without regard to any knowledge, materiality or Material Adverse Effect qualifiers contained in any such representation or warranty) made by the Company in this Agreement, other than any act or omission that constitutes fraud; (ii) any breach of the covenants or agreements (without regard to any knowledge, materiality or Material Adverse Effect qualifiers contained in any such covenant or agreement) made by Sellers or the Company in this Agreement; or (iii) any Excluded Liabilities, or (iv) fraud. In addition, each Seller, severally and not jointly, hereby agrees to indemnify and hold Buyer Indemnified Parties harmless from and against any Losses based upon or arising from any breach of the representations and warranties (without regard to any knowledge, materiality or Material Adverse Effect qualifiers contained in any such representation or warranty) of such Seller contained in Article V.

By Sellers. Each Seller, jointly and severally, hereby agrees to indemnify indemnify, defend and hold harmless Buyer, the Company, Company and their respective directors, officers, employees, stockholders, agents, attorneys, representatives, successors and successors, permitted assigns and Affiliates (collectively, the “Buyer Indemnified Parties”) harmless from and against any Losses arising fromfrom or relating to: (i) any breach of the representations and warranties (without regard to any knowledge, materiality or Material Adverse Effect qualifiers contained in any such representation or warranty) warranty made by the Company in this Agreement; (ii) any breach of the covenants or agreements (without regard to any knowledge, materiality or Material Adverse Effect qualifiers contained in any such covenant or agreement) agreement made by Sellers or the Company or Sellers in this Agreement; or (iii) any Excluded Liabilitiesbreach of any representation, warranty, covenant or agreement made by Xxxxx Xxxxxxxx xx Xxxxx in the Trademark Assignment Agreement; and (iv) any indemnification obligations pursuant to Section 6.5. In addition, each Seller, severally and not jointly, hereby agrees to indemnify indemnify, defend and hold harmless the Buyer Indemnified Parties harmless from and against any Losses based upon or arising from any breach of the representations and warranties (without regard to any knowledge, materiality or Material Adverse Effect qualifiers contained in any such representation or warranty) of such Seller contained in Article V.IV.