Common use of By the Sellers Clause in Contracts

By the Sellers. (a) From and after the Closing Date, to the extent provided in this Section 13, the Sellers shall, jointly and severally, indemnify and hold harmless each Buying Party, and its successors and assigns, and its officers, directors, employees, stockholders, agents, affiliates and any Person who controls any Buying Party within the meaning of the Securities Act or the Exchange Act (each, an "Indemnified Buyer Party") from and against any liabilities, claims, demands, judgments, losses, costs, damages or expenses whatsoever (including attorneys', consultants' and other professional fees and disbursements of every kind, nature and description incurred by such Indemnified Buyer Party in connection therewith) (collectively, "Damages") that such Indemnified Buyer Party may sustain, suffer or incur and that result from, arise out of or relate to (i) any breach of any representation or warranty of any Seller contained in this Agreement, (ii) any Environmental Condition existing on or prior to the Closing, and (iii) any breach of any covenant or agreement of the Sellers contained in this Agreement, except that the Sellers' obligations under this Section 13 with respect to any breach of the covenants set forth in Section 12 shall be several and not joint. The indemnification obligations of the Sellers under clauses (i) and (ii) of this Section 13.1(a) are referred to herein as the "Sellers' Non-Covenant Indemnification Obligations."

By the Sellers. (a1) From and after the Closing Date, to the extent provided in this Section 13, the Sellers shall, jointly and severally, indemnify and hold harmless each Buying Party, and its successors and assigns, and its officers, directors, employees, stockholders, agents, affiliates and any Person who controls any Buying Party within the meaning of the Securities Act or the Exchange Act (each, an "Indemnified Buyer Party") from and against any liabilities, claims, demands, judgments, losses, costs, damages or expenses whatsoever (including attorneys', consultants' and other professional fees and disbursements of every kind, nature and description incurred by such Indemnified Buyer Party in connection therewith) (collectively, "Damages") that such Indemnified Buyer Party may sustain, suffer or incur and that result from, arise out of or relate to (i) any breach of any representation or warranty of any Seller contained in this Agreement, (ii) any Environmental Condition existing on or prior to the Closing, and (iii) any breach of any covenant or agreement of the Sellers contained in this Agreement, except that the Sellers' obligations under this Section 13 with respect to any breach of the covenants set forth in Section 12 shall be several and not joint. The indemnification obligations of the Sellers under clauses (i) and (ii) of this Section 13.1(a) are referred to herein as the "Sellers' Non-Covenant Indemnification Obligations."

By the Sellers. (a) From and after the Closing DateClosing, subject to the extent provided in this Section 13limitations set forth below, the Sellers shall, jointly and severally, shall indemnify and hold harmless the Purchaser, each Buying PartyCompany, and its successors and assignsall of their subsidiaries, and its stockholders, officers, directors, employeesagents and representatives (collectively, stockholders, agents, affiliates and any Person who controls any Buying Party within the meaning of the Securities Act or the Exchange Act (each, an "Indemnified Buyer PartyPURCHASER INDEMNITEES") from and against any liabilitiesloss, claimsliability, demandsdamage, judgmentscharge, lossesclaim or cost, costs, damages or expenses whatsoever (including reasonable attorneys', consultants' fees and other professional fees costs and disbursements of every kind, nature and description incurred by such Indemnified Buyer Party in connection therewith) expenses (collectively, "DamagesLOSSES") that such Indemnified Buyer Party may sustain), suffer incurred or incur and that sustained by any Purchaser Indemnitee as a result from, arise out of or relate to the breach by the Sellers of (ia) any covenant set forth in this Agreement, PROVIDED that, after the Closing, the Sellers shall not be liable for the breach of any covenant other than with respect to the withholding obligations of the Sellers in Section 2.15 and those contained in Sections 1, 4.6, 4.7, 4.14, 4.15, 7, 8.5, 8.6 and 8.14 or, (b) subject to Section 7.1, any representation or warranty of any Seller contained set forth in this AgreementAgreement or made in any certificate delivered pursuant to Section 6.4; PROVIDED that, (ii) notwithstanding any Environmental Condition existing on or prior other provision of this Agreement to the Closingcontrary, the Sellers shall indemnify and (iii) hold harmless each Purchaser Indemnitee from and against any breach Loss incurred as a result of those certain claims by X.X. Xxxxxxxx Biscuit Company, Inc., against AQF; and FURTHER PROVIDED that there shall not be any covenant duplicative payments or agreement indemnities by the Sellers. The rights of the Sellers contained in this Agreement, except that the Sellers' obligations Purchaser Indemnitees to indemnification under this Section 13 with respect to any breach of the covenants set forth in Section 12 7 shall be several and not joint. The indemnification obligations of the Sellers under clauses (i) and (ii) of this Section 13.1(a) are referred to herein limited as the "Sellers' Non-Covenant Indemnification Obligations."follows:

By the Sellers. (a) From and after the Closing Date, In addition to the extent provided indemnification obligations of the Sellers set forth in this Section 13Article X hereof, the Sellers shall, jointly and shall severally, indemnify but not jointly, indemnify, save and hold harmless each Buying PartyBuyer, the Subject Companies, their respective Affiliates and Subsidiaries, and its successors and assignseach of their respective representatives (collectively, and its officersthe "BUYER INDEMNIFIED PARTIES"), directors, employees, stockholders, agents, affiliates and any Person who controls any Buying Party within the meaning of the Securities Act or the Exchange Act (each, an "Indemnified Buyer Party") from and against any liabilitiesand all costs, losses, Liabilities, obligations, damages, lawsuits, deficiencies, claims, demands, judgmentsand expenses (whether or not arising out of third-party claims), lossesincluding without limitation interest, costspenalties, costs of mitigation, losses in connection with any Environmental Law (including without limitation any clean-up, remedial correction or responsive action), damages or expenses whatsoever (including to the environment, attorneys', consultants' and other professional fees and disbursements all amounts paid in investigation, defense or settlement of every kindany of the foregoing (herein, nature and description "DAMAGES"), incurred by such Indemnified Buyer Party in connection therewith) (collectivelywith, "Damages") that such Indemnified Buyer Party may sustainarising out of, suffer resulting from or incur and that result from, arise out of or relate incident to (i) any breach of any representation or warranty made by the Sellers (other than any representation or warranty contained in Section 5.15 of any Seller contained this Agreement, for which indemnification is provided pursuant to the terms of Section 10.1 hereof) in this Agreement, ; (ii) any Environmental Condition existing on or prior to the Closing, and (iii) any breach of any covenant or agreement of made by the Sellers contained in this Agreement, except that the Sellers' ; (iii) any Liabilities or obligations under this Section 13 with respect to of any breach of the covenants set forth Subject Companies in Section 12 shall be several connection with Xxx Xxxxxx'x purchase and not joint. The indemnification ownership of shares of Buyer common stock; (iv) any Liability or obligations of the Sellers under clauses with respect to Smit-Matrix incurred or arising out of occurrences on or prior to the Closing; or (iv) and (ii) of this Section 13.1(a) are referred to herein as the "Sellers' Non-Covenant Indemnification Obligationsany Excluded Liability."

By the Sellers. (a) From and after the Closing Date, to the extent provided in this Section 13, the The Sellers shall, shall jointly and severallyseverally indemnify, indemnify save and hold harmless each Buying PartyBuyer, its affiliates and subsidiaries, and its successors and assignseach of their respective Representatives (collectively, and its officersthe "BUYER INDEMNIFIED PARTIES"), directors, employees, stockholders, agents, affiliates and any Person who controls any Buying Party within the meaning of the Securities Act or the Exchange Act (each, an "Indemnified Buyer Party") from and against any liabilitiesand all costs, losses, Liabilities, obligations, damages, lawsuits, deficiencies, claims, demands, judgmentsand expenses (whether or not arising out of third-party claims), lossesincluding without limitation interest, costspenalties, costs of mitigation, any clean-up, remedial correction or responsive action, damages or expenses whatsoever (including to the environment, attorneys', consultants' and other professional fees and disbursements all amounts paid in investigation, defense or settlement of every kindany of the foregoing (herein, nature and description "DAMAGES"), incurred by such Indemnified Buyer Party in connection therewith) (collectivelywith, "Damages") that such Indemnified Buyer Party may sustain, suffer or incur and that result from, arise arising out of or relate to resulting from (i) any breach of any representation or warranty or the inaccuracy of any Seller contained representation made by the Sellers in or pursuant to this Agreement, ; (ii) any Environmental Condition existing on or prior to the Closing, and (iii) any breach of any covenant or agreement made by the Sellers in or pursuant to this Agreement; (iii) any Liabilities or contingent Liabilities, whether arising prior to or after the Closing Date, related to, in connection with or arising out of the activities of the Sellers contained in this Agreement, except that or any of the Sellers' obligations under this Section 13 Subsidiaries; (iv) any Liability with respect to any breach the Discontinued Operations (except for Liabilities arising out of the covenants operation of the Discontinued Operations after the Closing Date by the Buyer); (v) any Liabilities arising under any Environmental Law or concerning any Environmental Condition, occurring after the Closing Date and resulting from (A) any release or waiver by any Corporation of any other Person with respect thereto which is not disclosed in the Disclosure Schedule or (B) any representation, warranty, indemnification, covenant, restriction or other undertaking of any Corporation with respect thereto which is not disclosed in the Disclosure Schedule (except with respect to representations and warranties set forth in Section 12 shall 4.27 of this Agreement, the Liabilities with respect to which will be several indemnified against pursuant to the terms of Section 8.3(a)(i) above); (vi) any Liabilities arising out of any treatment of The National Guardian Corporation or any of its affiliates (other than the Target and not joint. The indemnification obligations its Subsidiaries) as an ERISA Affiliate or the Target or any of its Subsidiaries; or (vii) any breach of any of the Ancillary Agreements by any of the Sellers under clauses (i) and (ii) or any of this Section 13.1(a) are referred to herein as the "Sellers' Non-Covenant Indemnification ObligationsSubsidiaries."

By the Sellers. (a) From and after the Closing Date, to the extent provided in this Section 13, the The Sellers shall, shall jointly and severallyseverally indemnify, indemnify save and hold harmless each Buying PartyBuyer, its affiliates and subsidiaries, and its successors and assignseach of their respective Representatives (collectively, and its officersthe "BUYER INDEMNIFIED PARTIES"), directors, employees, stockholders, agents, affiliates and any Person who controls any Buying Party within the meaning of the Securities Act or the Exchange Act (each, an "Indemnified Buyer Party") from and against any liabilitiesand all costs, losses, Liabilities, obligations, damages, lawsuits, deficiencies, claims, demands, judgmentsand expenses (whether or not arising out of third-party claims), lossesincluding without limitation interest, costspenalties, costs of mitigation, any clean-up, remedial correction or responsive action, damages or expenses whatsoever (including to the environment, attorneys', consultants' and other professional fees and disbursements all amounts paid in investigation, defense or settlement of every kindany of the foregoing (herein, nature and description "DAMAGES"), incurred by such Indemnified Buyer Party in connection therewith) (collectivelywith, "Damages") that such Indemnified Buyer Party may sustainarising out of, suffer or incur and that result from, arise out of or relate to resulting from (i) any breach of any representation or warranty or the inaccuracy of any Seller contained representation made by the Sellers in or pursuant to this Agreement, ; (ii) any Environmental Condition existing on or prior to the Closing, and (iii) any breach of any covenant or agreement made by the Sellers in or pursuant to this Agreement; (iii) any Liabilities or contingent Liabilities, whether arising prior to or after the Closing Date, related to, in connection with or arising out of the activities of the Sellers contained in this Agreement, except that or any of the Sellers' obligations under this Section 13 Subsidiaries; (iv) any liability with respect to any breach the Discontinued Operations (except for Liabilities arising out of the covenants operation of the Discontinued Operations after the Closing Date by the Buyer); (v) any Liabilities arising under any Environmental Law or concerning any Environmental Condition, occurring after the Closing Date and resulting from (A) any release or waiver by any Corporation of any other Person with respect thereto which is not disclosed in the Disclosure Schedule or (B) any representation, warranty, indemnification, covenant, restriction or other undertaking of any Corporation with respect thereto which is not disclosed in the Disclosure Schedule (except with respect to representations and warranties set forth in Section 12 shall 4.27 of this Agreement, the Liabilities with respect to which will be several and not joint. The indemnification obligations indemnified against pursuant to the terms of Section 8.3(a)(i) above) or (vi) any breach of any of the Ancillary Agreements by any of the Sellers under clauses (i) and (ii) or any of this Section 13.1(a) are referred to herein as the "Sellers' Non-Covenant Indemnification ObligationsSubsidiaries."