Common use of INDEMNIFICATION AND PAYMENT OF DAMAGES BY BUYER Clause in Contracts

INDEMNIFICATION AND PAYMENT OF DAMAGES BY BUYER. After Closing and subject to the limitations set forth in this Article X, Buyer shall indemnify and hold harmless each of the Securityholders and their respective Affiliates, officers, directors, employees, agents and stockholders (each a “Seller Indemnified Party”), from and against all Damages arising, directly or indirectly, from, relating to or in any way sustained or incurred by reason of: (a) any breach as of the date hereof or as of the Closing of any representation or warranty of Buyer contained in this Agreement or in any certificate or document delivered by Buyer pursuant to this Agreement; (b) any failure by Buyer to perform or comply with any covenant, undertaking or other agreement applicable to it contained in this Agreement; or (c) any claim by any Person for brokerage or finder’s fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by such Person with Buyer (or any Person acting on its behalf) in connection with any of the transactions contemplated by this Agreement.

INDEMNIFICATION AND PAYMENT OF DAMAGES BY BUYER. After Closing and subject to the limitations set forth in this Article X, Buyer shall will indemnify and hold harmless each of the Securityholders Seller and their respective Affiliateshis heirs, officersexecutors and assigns (collectively, directors, employees, agents and stockholders (each a “"Seller Indemnified Party”), Persons") from and against all against, and will pay to Seller Indemnified Persons the amount of any Damages arising, directly or indirectly, from, relating to from or in any way sustained or incurred by reason of: connection with (a) any breach as of the date hereof or as of the Closing material Breach of any material representation or warranty of made by Buyer contained in this Agreement or in any certificate or document delivered by Buyer pursuant to this Agreement; , (b) any failure material Breach of any representation or warranty made by Buyer to perform in this Agreement as if such representation or comply with warranty were made on and as of the Closing Date, (c) any covenant, undertaking material Breach by Buyer of any material covenant or other agreement applicable to it contained obligation of Buyer in this Agreement; or , or (cd) any claim by any Person for brokerage or finder’s 's fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by such Person with Buyer (or any Person acting on its behalf) in connection with any of the transactions contemplated by this AgreementContemplated Transactions.

INDEMNIFICATION AND PAYMENT OF DAMAGES BY BUYER. After Closing and subject to the limitations set forth in this Article X, Buyer shall will indemnify and hold harmless each of the Securityholders Seller Stockholders and their respective Affiliates, officers, directors, employees, agents agents, consultants, advisors, stockholders, controlling persons and stockholders affiliates (each a “the "Seller Indemnified Party”)Persons") for, from and against all will pay to the Seller Stockholders the amount of any Damages arising, directly or indirectly, from, relating to from or in any way sustained or incurred by reason of: connection with, (a) any breach as of the date hereof or as of the Closing of any representation or warranty of made by Buyer contained in this Agreement or in any certificate or document delivered by Buyer pursuant to this Agreement; , (b) any failure breach by Buyer to perform or comply with of any covenant, undertaking agreement or other agreement applicable to it contained obligation of Buyer in this Agreement; or , or (c) any claim by any Person person for brokerage or finder’s 's fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by such Person person with Buyer (or any Person person acting on its behalfbehalf of Buyer) in connection with any of the transactions contemplated by this Agreement.

INDEMNIFICATION AND PAYMENT OF DAMAGES BY BUYER. After Closing and subject to the limitations set forth in this Article XNotwithstanding any investigation by Sellers or their Representatives, Buyer shall indemnify will indemnify, defend and hold harmless each of the Securityholders Sellers and their respective Affiliatesrepresentatives, officersstockholders, directorsmembers, employeescontrolling persons and affiliates (the "SELLERS' INDEMNIFIED PERSONS" and, agents together with the Buyer's Indemnified Persons, the "INDEMNIFIED PERSONS") and stockholders (each a “Seller will pay to Sellers' Indemnified Party”), from and against all Persons the amount of any Damages arising, directly or indirectly, from, relating to from or in any way sustained or incurred by reason of: connection with (a) any breach as of the date hereof or as of the Closing of any representation or warranty of made by Buyer contained in this Agreement or in any certificate or document delivered by Buyer pursuant to this Agreement; , (b) any failure breach by Buyer to perform of any covenant or comply with any covenant, undertaking or other agreement applicable to it contained obligation of Buyer in this Agreement; or , or (c) any claim by any Person for brokerage or finder’s 's fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by such Person with Buyer (or any Person acting on its behalf) in connection with any of the transactions contemplated by this AgreementContemplated Transactions.

INDEMNIFICATION AND PAYMENT OF DAMAGES BY BUYER. After Closing and subject to the limitations set forth in this Article X, Buyer shall will indemnify and hold harmless each Sellers, and will pay to Sellers the amount of the Securityholders and their respective Affiliates, officers, directors, employees, agents and stockholders (each a “Seller Indemnified Party”), from and against all any Damages arising, directly or indirectly, from, relating to from or in any way sustained or incurred by reason of: connection with (a) any breach as of the date hereof or as of the Closing Breach of any representation or warranty of made by Buyer contained in this Agreement or in any certificate or document delivered by Buyer pursuant to this Agreement; , (b) any failure Breach by Buyer to perform of any covenant or comply with any covenant, undertaking or other agreement applicable to it contained obligation of Buyer in this Agreement; or , (c) any claim by any Person for brokerage or finder’s 's fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by such Person with Buyer (or any Person acting on its behalf) in connection with any of the transactions contemplated Contemplated Transactions, (d) any Breach of any representation or warranty made by Subsidiary in the Oberstein Personal Goodwill Agreement, which shall be executed contemporaneously with this Agreement or (e) any Breach of any representation or warranty made by Subsidiary in the Teiber Personal Goodwill Agreement, which shall be executed contempor▇▇▇▇▇▇ly with this Agreement.

INDEMNIFICATION AND PAYMENT OF DAMAGES BY BUYER. After Closing and subject to the limitations set forth in this Article X, Buyer shall will indemnify and hold harmless each Sellers, and will pay to Sellers the amount of the Securityholders and their respective Affiliates, officers, directors, employees, agents and stockholders (each a “Seller Indemnified Party”), from and against all any Damages arising, directly or indirectly, from, relating to from or in any way sustained or incurred by reason of: connection with (a) any breach as of the date hereof or as of the Closing Breach of any representation or warranty of made by Buyer contained in this Agreement or in any certificate or document delivered by Buyer pursuant to this Agreement; , (b) any failure Breach by Buyer to perform of any covenant or comply with any covenant, undertaking or other agreement applicable to it contained obligation of Buyer in this Agreement; or , (c) any claim by any Person for brokerage or finder’s fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by such Person with Buyer (or any Person acting on its behalf) in connection with any of the transactions contemplated Contemplated Transactions, or (d) the assertion of any claim for personal injury, death, property or economic damage, or other product or strict liability claim arising from the sale or other distribution of any product by this Agreementthe Company or Buyer, or the provision of any service by the Company or Buyer, subsequent to the Closing Date.

INDEMNIFICATION AND PAYMENT OF DAMAGES BY BUYER. After Closing and subject to the limitations set forth in this Article X, Buyer shall will indemnify and hold harmless each of the Securityholders Sellers and their respective AffiliatesRepresentatives and Related Persons (collectively, officersthe "Sellers' Indemnified Persons") for, directors, employees, agents and stockholders (each a “Seller will pay to the Sellers' Indemnified Party”), from and against all Persons the amount of any Damages arising, directly or indirectly, from, relating to from or in any way sustained or incurred by reason of: connection with (a) any breach as of the date hereof or as of the Closing Breach of any representation or warranty of made by Buyer contained in this Agreement or in any certificate or document delivered by Buyer pursuant to this Agreement; , (b) any failure Breach by Buyer to perform of any covenant or comply with any covenant, undertaking or other agreement applicable to it contained obligation of Buyer in this Agreement; or , (c) any product shipped by, or any services provided by, the Company on or after the Closing Date, except to the extent such Damages are covered by applicable insurance policies, or (d) any claim by any Person for brokerage or finder’s fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by such Person with Buyer (or any Person acting on its behalf) in connection with any of the transactions contemplated by this AgreementContemplated Transactions.

INDEMNIFICATION AND PAYMENT OF DAMAGES BY BUYER. After Closing and subject to the limitations set forth in this Article X, Buyer shall will indemnify and hold harmless each Sellers, and will pay to Sellers the amount of the Securityholders and their respective Affiliates, officers, directors, employees, agents and stockholders (each a “Seller Indemnified Party”), from and against all any Damages arising, directly or indirectly, from, relating to from or in any way sustained or incurred by reason ofconnection with: (a) any breach as of the date hereof or as of the Closing Breach of any representation or warranty of made by Buyer contained in this Agreement or in any certificate or other document delivered by Buyer pursuant to this Agreement; (b) any failure Breach by Buyer to perform of any covenant or comply with any covenant, undertaking or other agreement applicable to it contained obligation of Buyer in this Agreement; or; (c) any obligation of the Sellers pursuant to the Sellers' Personal Guarantees; (d) any liability or obligation for which Buyer has reduced the Purchase Price or asserted a right of set-off, to the extent of such reduction or set-off, in accordance with Section 2.2 or Section 10.7, respectively; and (e) any claim by any Person for brokerage or finder’s 's fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by such Person with Buyer (or any Person acting on its behalf) in connection with any of the transactions contemplated by this AgreementContemplated Transactions.

INDEMNIFICATION AND PAYMENT OF DAMAGES BY BUYER. After Closing and subject to the limitations set forth in this Article X, Buyer shall will indemnify and hold harmless each of Seller, and its Representatives, stockholder, and affiliates (collectively, the Securityholders and their respective Affiliates, officers, directors, employees, agents and stockholders (each a “"Seller Indemnified Party”), from Persons") and against all will pay to the Seller Indemnified Persons the amount of any Damages arising, directly or indirectly, from, relating to from or in any way sustained or incurred by reason ofconnection with: (a) any breach as of the date hereof or as of the Closing Breach of any representation or warranty of made by Buyer contained in this Agreement or in any certificate or document delivered by Buyer pursuant to this Agreement;, (b) any failure Breach by Buyer to perform of any covenant or comply with any covenant, undertaking or other agreement applicable to it contained obligation of Buyer in this Agreement; or, (c) any liability or obligation of the Company arising from or accruing from the operation of the Company by Buyer subsequent to the Closing Date, and (d) any claim by any Person for brokerage or finder’s 's fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by such Person with Buyer (or any Person acting on its behalf) in connection with any of the transactions contemplated by this AgreementContemplated Transactions.

INDEMNIFICATION AND PAYMENT OF DAMAGES BY BUYER. After Closing and subject to the limitations set forth in this Article X, Buyer shall will indemnify and hold harmless each the Company, and will pay to the Company the amount of the Securityholders and their respective Affiliates, officers, directors, employees, agents and stockholders (each a “Seller Indemnified Party”), from and against all any Damages arising, directly or indirectly, from, relating to from or in any way sustained or incurred by reason ofconnection with: (a) any breach as of the date hereof or as of the Closing Breach of any representation or warranty of made by Buyer contained in this Agreement or in any certificate or document delivered by Buyer pursuant to this Agreement; (b) any failure Breach of any representation or warranty made by the Company in the Agreement as if such representation or warranty were made on and as of the Closing Date; (c) any Breach by Buyer to perform of any covenant or comply with any covenant, undertaking or other agreement applicable to it contained obligation of Buyer in this Agreement; or; (cd) any services provided by the Buyer from and after the Closing Date; (e) any claim by any Person for brokerage or finder’s 's fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by such Person with Buyer (or any Person acting on its behalf) in connection with any of the transactions contemplated by this Agreement.Contemplated Transactions; (f) any liabilities or obligations of the Buyer; or

INDEMNIFICATION AND PAYMENT OF DAMAGES BY BUYER. After Closing and subject to the limitations set forth in this Article X, Buyer shall will indemnify and hold harmless each of the Securityholders Company and Sellers and their respective AffiliatesRepresentatives and affiliates, officers, directors, employees, agents and stockholders (each a “Seller Indemnified Party”), from and against all will pay to Sellers the amount of any Damages arising, directly or indirectly, from, relating to from or in any way sustained or incurred by reason of: connection with (a) any breach as of the date hereof or as of the Closing Breach of any representation or warranty of made by Buyer contained in this Agreement or in any certificate or document delivered by Buyer pursuant to this Agreement; , (b) any failure Breach by Buyer to perform of any covenant or comply with any covenant, undertaking or other agreement applicable to it contained obligation of Buyer in this Agreement; or , (c) any claim by any Person for brokerage or finder’s 's fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by such Person with Buyer (or any Person acting on its behalf) in connection with any of the transactions contemplated by Contemplated Transactions, (d) as set forth in Section 7.2 hereof related to the Buyer Registration Statement, or (e) any failure of Buyer to pay any amounts due to any Payee or Rider under this Agreement."

INDEMNIFICATION AND PAYMENT OF DAMAGES BY BUYER. After Closing and subject to the limitations set forth in this Article X, Buyer shall will indemnify and hold harmless each Sellers, and will pay to Sellers the amount of the Securityholders and their respective Affiliates, officers, directors, employees, agents and stockholders (each a “Seller Indemnified Party”), from and against all any Damages arising, directly or indirectly, from, relating to from or in any way sustained or incurred by reason ofconnection with: (a) any breach as of the date hereof or as of the Closing Breach of any representation or warranty of made by Buyer contained in this Agreement or in any certificate or document delivered by Buyer pursuant to this Agreement;, (b) any failure Breach by Buyer to perform of any covenant or comply with any covenant, undertaking or other agreement applicable to it contained obligation of Buyer in this Agreement; or, (c) any claim by any Person for brokerage or finder’s 's fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by such Person with Buyer (or any Person acting on its behalf) in connection with any of the transactions contemplated Contemplated Transactions, (d) any product shipped or manufactured by, or any services provided by, Buyer or its assigns, or (e) the conduct of the Business, or the ownership of assets by this AgreementBuyer or its assigns, after the Closing.

INDEMNIFICATION AND PAYMENT OF DAMAGES BY BUYER. After Closing and subject to the limitations set forth in this Article X, The Buyer shall will indemnify and hold harmless each the Parent Seller, and its Representatives, stockholders, controlling persons and affiliates for, and will pay to the Parent Seller the amount of the Securityholders any Damages caused by and their respective Affiliates, officers, directors, employees, agents and stockholders (each a “Seller Indemnified Party”), from and against all Damages arising, directly or indirectly, from, relating to or in any way sustained or incurred by reason ofattributable to: (a) any breach as of the date hereof or as of the Closing Breach of any representation or warranty of made by the Buyer contained in this Agreement or in any certificate or document delivered by the Buyer pursuant to this Agreement; (b) any failure Breach by the Buyer to perform of any covenant or comply with any covenant, undertaking or other agreement applicable to it contained obligation of the Buyer in this Agreement; or; (c) any claim by any Person for brokerage or finder’s fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by such Person with the Buyer (or any Person acting on its behalf) in connection with any of the transactions contemplated Contemplated Transactions; or (d) any product shipped or manufactured by, or any services provided by, the Company or any other act or failure to act by this Agreementthe Company after the Closing, unless expressly covered by the Parent Seller's indemnity under Section 10.2.