Common use of By the Sellers Clause in Contracts

By the Sellers. The Sellers and, in the event the transactions contemplated by this Agreement are not consummated, NAI, jointly and severally, agree to indemnify and hold harmless the Buyer and its respective Affiliates, and their respective shareholders, partners, trustees, directors, officers, employees, agents, successors and assigns (each an "indemnified person") from and against, and to reimburse any such indemnified person when incurred with respect to, any loss, damage, liability claim, cost and expense, including reasonable attorneys' fees ("Losses") incurred by such indemnified person by reason of or arising out of or in connection with (i) the breach of any representation or warranty made by or on behalf of NAI or any Seller contained in this Agreement, any other Transaction Document or any exhibit hereto or thereto or in any schedule or certificate furnished or to be furnished to the Buyer pursuant to or in connection with this Agreement, any other Transaction Document or any of the transactions hereby contemplated; (ii) the failure of NAI or any Seller to perform any agreement required by this Agreement or any other Transaction Document to be performed by such Person; and (iii) the allegation by any third party of the existence of any state of facts which if it existed would constitute a breach of any representation or warranty made by or on behalf of NAI or any Seller contained in this Agreement, any other Transaction Document or any exhibit hereto or thereto or in any schedule or certificate furnished or to be furnished to the Buyer pursuant to or in connection with this Agreement any other Transaction Document or any of the transactions hereby contemplated. Each indemnified person agrees to give prompt notice to the Sellers of any claim by any third party for which such indemnified party may request indemnification under this Section 7.1 (except any failure or delay to give such notice shall not relieve any Seller of its obligations hereunder unless and only to the extent, if at all, any such Person has been irrevocably prejudiced directly by reason of such failure or delay).

By the Sellers. The Sellers and, only in the event that the transactions acquisition of the Shares contemplated by this Agreement are is not consummated, NAI, jointly and severally, the Company agree to be responsible for and shall pay and indemnify and hold harmless the Buyer Purchaser and its respective AffiliatesRepresentatives (the “Purchaser Indemnitees”) from, against and their respective shareholdersin respect of, partnersthe amount of any and all liabilities, trusteesdamages, directorsclaims, officersdeficiencies, employeesfines, agentsassessments, successors losses, Taxes, penalties, interest (collectively, “Losses”), costs and assigns (each an "indemnified person") from expenses, including, without limitation, reasonable fees and againstdisbursements of counsel arising from, and to reimburse any such indemnified person when incurred with respect to, any loss, damage, liability claim, cost and expense, including reasonable attorneys' fees ("Losses") incurred by such indemnified person by reason of or arising out of or in connection with with, or incident to (i) any breach or violation of any of the covenants or agreements of the Sellers contained in this Agreement or any agreement, document or other writing referred to herein and delivered pursuant hereto, other than any employment agreement contemplated hereby; (ii) any breach or violation of any representation or warranty made by or on behalf of NAI or any Seller the Sellers contained in this Agreement, any other Transaction Document Agreement or any exhibit hereto agreement, document or thereto other writing referred to herein and delivered pursuant hereto, other than any employment agreement contemplated hereby; (iii) any and all Taxes for any unaccrued or in unreported Tax liabilities with respect either of the Company or any schedule Subsidiary for all periods prior to or certificate furnished or to be furnished including the Closing Date; (iv) (A) any Employee Benefit Plan (except to the Buyer pursuant extent that such Liability has been accrued on the Financial Statements) or (B) the Company’s or any Subsidiary’s failure to fully perform under and comply with the requirements of ERISA or applicable law with respect to any Employee Benefit Plan of the Company, in connection the case of each of (A) and (B), in respect of all periods prior to and including the Closing Date; (v) any liability resulting from any Litigation with this Agreementrespect to acts, any other Transaction Document omissions, facts or circumstances arising on or prior to the Closing Date involving the Sellers, the Shares, or the Company, regardless of whether or not such litigation was disclosed by the Company or any of the transactions hereby contemplatedSellers on Schedule 4.1(m); (iivi) any environmental claims or liabilities arising out of or connected with, directly or indirectly, the failure of NAI ownership, lease or any Seller use, on or prior to perform any agreement required the Closing Date, by this Agreement or any other Transaction Document to be performed by such Personthe Company’s leased property set forth on Schedule 4.1(o); and (iiivii) the allegation by any third party of the existence of any state of facts which if it existed would constitute a breach of any representation and all actions, suits, proceedings, demands, assessments or warranty made by or on behalf of NAI or any Seller contained in this Agreementjudgments, any other Transaction Document or any exhibit hereto or thereto or in any schedule or certificate furnished or costs and expenses incidental to be furnished to the Buyer pursuant to or in connection with this Agreement any other Transaction Document or any of the transactions hereby contemplated. Each indemnified person agrees to give prompt notice to the Sellers of any claim by any third party for which such indemnified party may request indemnification under this Section 7.1 (except any failure or delay to give such notice shall not relieve any Seller of its obligations hereunder unless and only to the extent, if at all, any such Person has been irrevocably prejudiced directly by reason of such failure or delay)foregoing.

By the Sellers. The Sellers andAfter the Closing occurs, in and subject to the event the transactions contemplated by terms and provisions of this Agreement are not consummatedAgreement, NAI, jointly and severally, agree to Wicks will indemnify and hold harmless the Buyer and its respective Affiliates, and their respective shareholders, partners, trustees, directors, officers, employees, agents, successors and assigns (each an "indemnified person") from and against, and to reimburse any such indemnified person when incurred with respect to, hold it harmless against any loss, damageliability, liability claimdeficiency, cost and expense, damage or expense (including reasonable attorneys' legal fees and expenses) which the Buyer may suffer, sustain or become subject to (a "LossesBuyer Loss") incurred by such indemnified person by reason as a result of or arising out of or in connection with (i) the any breach of any representation or warranty made by or on behalf of NAI or any Seller contained in this Agreement, any other Transaction Document or any exhibit hereto or thereto or in any schedule or certificate furnished or to be furnished to the Buyer pursuant to or in connection with this Agreement, any other Transaction Document or any of the transactions hereby contemplatedSellers hereunder; (ii) the failure of NAI or any Seller the Sellers to perform any covenant or agreement required by this Agreement or any other Transaction Document to be performed by such Person; hereunder and (iii) any liability of Sellers not expressly assumed by Buyer hereunder. Subject to the allegation by any third party of the existence of any state of facts which if it existed would constitute a breach of any representation or warranty made by or on behalf of NAI or any Seller other limitations contained in this Agreement, including this Article 15, neither Seller shall be required to indemnify the Buyer with respect to any breaches of representations and warranties: (i) unless the Buyer gives the Sellers written notice of such Buyer Loss in accordance with Article 17, and in case of any claim made by the Buyer by reason of a third party claim, such notice shall be accompanied by a copy of such written notice of the third party claimant, and in the case of any claim made by the Buyer other Transaction Document than by reason of a third party claim, some damages or loss shall have been incurred in good faith at or prior to the date of such notice, and (ii) unless and until the aggregate amount of all Buyer Losses for which the Sellers are liable under this Article 15 exceeds $200,000, if such aggregate amount is calculated prior to the first anniversary of the Closing Date or $300,000 if calculated on or after such first anniversary, and in either such event the Sellers will be liable for all Buyer Losses; provided, that the foregoing threshold shall not apply to Buyer Losses arising out of a breach of an Exempt Rep. Notwithstanding anything to the contrary contained herein, the maximum amount of indemnification for any exhibit hereto or thereto or in Buyer Losses for which the Sellers are required to indemnify the Buyer under this Article 15 shall not exceed an amount equal to (i) the Purchase Price less (ii) any schedule or certificate furnished or to be furnished amounts previously paid by the Sellers to the Buyer pursuant to or cover such Buyer Losses in connection with this Agreement any other Transaction Document or any of the transactions hereby contemplated. Each indemnified person agrees to give prompt notice to the Sellers of any claim by any third party for which such indemnified party may request indemnification under this Section 7.1 (except any failure or delay to give such notice shall not relieve any Seller of its obligations hereunder unless and only to the extent, if at all, any such Person has been irrevocably prejudiced directly by reason of such failure or delay)aggregate.

By the Sellers. The Sellers andSellers, in the event the transactions contemplated by this Agreement are not consummated, NAIagree, jointly and severally, agree to be responsible for, pay, indemnify and hold harmless Xxxxxx and the Buyer and its respective AffiliatesPurchaser, and, following the Closing, the Company, and their respective shareholders, partners, trustees, directors, officers, employees, agents, successors consultants and assigns agents (each an the "indemnified personPurchaser Indemnified Parties") from from, against and againstin respect of, the full amount of any and to reimburse any such indemnified person when incurred with respect toall liabilities, any lossdamages, damageclaims, liability claimdeficiencies, cost fines, assessments, losses, Taxes, penalties, interest, costs and expenseexpenses, including reasonable attorneys' fees and disbursements of counsel (collectively, "Losses") incurred by such indemnified person by reason of or arising out of or from, in connection with with, or incident to: (i) the breach any breach, or inaccuracy of any representation of the representations or warranty made by or on behalf warranties of NAI or any Seller the Sellers contained in this Agreement, any other Transaction Document or any exhibit hereto or thereto Agreement or in any schedule of the Sellers' Ancillary Agreements, (ii) any breach of Sellers of any covenants or certificate furnished or to be furnished to the Buyer pursuant to agreements contained in this Agreement or in connection with this Agreement, any other Transaction Document or any of the transactions hereby contemplated; Sellers' Ancillary Agreements, (iiiii) any failure by the failure of NAI or any Seller Sellers to perform any agreement required by obligations contained in this Agreement or in any of the Sellers' Ancillary Agreements; (iv) any liability resulting from any litigation involving the Company, if no accrual for such liability was taken into account in the preparation of the Closing Date Balance Sheet or if an accrual for such liability was taken into account in the preparation of the Closing Date Balance Sheet, to the extent such liability exceeds the accrual for such liability set forth on the Closing Date Balance Sheet, regardless of whether or not such litigation was disclosed by the Sellers on Schedule 4.6; (v) any and all Taxes and related penalties, interest or other Transaction Document charges for any unaccrued or unreported Tax liabilities with respect to be performed by such Personthe Sellers or the Company for all periods prior to or including the Closing Date; and (iiivi) the allegation except for those claims or liabilities specifically identified, disclosed and excluded or otherwise limited herein, any and all claims or liabilities arising out of, relating to, resulting from or caused (whether in whole or in part) by any third party transaction, event, condition, occurrence or situation in any way relating to the Company, the Sellers or the conduct of the existence business of any state of facts which if it existed would constitute a breach of any representation the Company arising or warranty made by occurring on or on behalf of NAI or any Seller contained in this Agreement, any other Transaction Document or any exhibit hereto or thereto or in any schedule or certificate furnished or to be furnished prior to the Buyer pursuant Closing Date without regard to whether such claim exists on the Closing Date or in connection with this Agreement arises at any other Transaction Document or any of the transactions hereby contemplated. Each indemnified person agrees to give prompt notice to the Sellers of any claim by any third party for which such indemnified party may request indemnification under this Section 7.1 (except any failure or delay to give such notice shall not relieve any Seller of its obligations hereunder unless and only to the extent, if at all, any such Person has been irrevocably prejudiced directly by reason of such failure or delay)time thereafter.

By the Sellers. The Sellers and, in the event the transactions contemplated by this Agreement are not consummated, NAISellers, jointly and severally, agree -------------- to indemnify and hold harmless the Buyer Purchaser, Parent Corp. and, from and its after the Closing, if any, Star Leasing and Star Sub L.P., and their respective Affiliates, and their respective shareholders, partners, trustees, directors, officers, employees, agents, successors and assigns (each an "indemnified person") from and against, and to reimburse any such indemnified person when incurred with respect to, any loss, damage, liability claim, cost and expense, including reasonable attorneys' fees ("Losses") all Losses incurred by such indemnified person by reason of or arising out of or in connection with (i) the breach of any representation or warranty made by or on behalf of NAI or any Seller contained in this Agreement, Agreement or any other Transaction Seller Document or any exhibit hereto or thereto or in any schedule Schedule or certificate furnished or to be furnished to the Buyer Purchaser pursuant to or in connection with this Agreement, any other Transaction a Seller Document or any of the transactions hereby contemplated; (ii) the failure of NAI or any Seller to perform any agreement required by this Agreement or any other Transaction Seller Document to be performed by such Person; and (iii) the allegation by any third party of the existence of any state of facts which if it existed would constitute a breach of any representation or warranty made by or on behalf of NAI or any Seller contained in this Agreement, Agreement or any other Transaction Seller Document or any exhibit hereto or thereto or in any schedule Schedule or certificate furnished or to be furnished to the Buyer Purchaser pursuant to or in connection with this Agreement any other Transaction Agreement, a Seller Document or any of the transactions hereby contemplated; and (iv) any Excluded Liability which such indemnified person may be liable to pay, perform or discharge. Each indemnified person agrees to give prompt notice to the Sellers of any claim by any third party for which such indemnified party may request indemnification under this Section 7.1 12.01 (except any failure or delay to give such notice shall not relieve any Seller of its obligations hereunder unless and only to the extent, if at all, that any such Person has been irrevocably prejudiced directly by reason of such failure or delay).