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

INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLERS. Subject to the limitation of liability and remedies set forth in Section 10.5, Sellers, jointly and severally, will indemnify and hold harmless Buyer, the Company, and their respective Representatives, stockholders, controlling persons, and affiliates (collectively, the "Indemnified Persons") for, and will pay to the Indemnified Persons the amount of, any loss, liability, claim, damage (including incidental and consequential damages), expense (including costs of investigation and defense and reasonable attorneys' fees) or diminution of value, whether or not involving a third-party claim (collectively, "Damages"), arising, directly or indirectly, from or in connection with:

Appears in 2 contracts

Samples: Stock Purchase Agreement (Foster L B Co), Stock Purchase Agreement (Foster L B Co)

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INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLERS. Subject to the limitation of liability and remedies set forth in Section 10.5, Sellers, jointly and severally, will indemnify and hold harmless Buyer, Buyer and the Company, Company and their respective Representatives, stockholders, controlling persons, successors and affiliates assigns (collectively, the "Indemnified Persons") for, and will pay to the Indemnified Persons the amount of, any loss, liability, claim, penalty, assessment (including accrued interest and interest estimated to accrue through the date of final disposition of any assessment of Taxes), damage (including incidental and consequential damages), expense (including costs of investigation and defense and reasonable attorneys' fees) or diminution of value, whether or not involving a third-party claim (collectively, "Damages"), arising, directly or indirectly, from or in connection with:

Appears in 1 contract

Samples: Stock Purchase Agreement (Edo Corp)

INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLERS. Subject to the limitation of liability and remedies limitations set forth in Section 10.511.5(a), SellersSellers will, jointly and severallyseverally (except as provided in subsection (b) below), will indemnify and hold harmless Buyer, the Company, and their respective Representatives, stockholders, controlling persons, and affiliates (collectively, the "Indemnified Persons") for, and will pay to the Indemnified Persons the amount of, any loss, liability, claim, damage (including incidental and consequential damages)damage, expense (including costs of investigation and defense and reasonable attorneys' fees) or diminution of value), whether or not involving a third-party claim (collectively, "Damages"), arising, directly or indirectly, from or in connection with:

Appears in 1 contract

Samples: Stock Purchase Agreement (Curative Health Services Inc)

INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLERS. Subject to the limitation of liability and remedies limitations set forth in Section 10.59.3, Sellers, Sellers jointly and severallyseverally (the “Indemnifying Persons”), will indemnify and hold harmless Buyer, the CompanyAcquired Companies, and their respective Representatives, stockholders, controlling persons, and affiliates Affiliates (collectively, the "Indemnified Persons") for, and will pay to the Indemnified Persons the amount of, any loss, liability, claim, damage (including incidental and consequential damages), expense (including costs of investigation and defense and reasonable attorneys' fees) or diminution of value, whether or not involving a third-party claim claim, (collectively, "Damages"), arising, directly or indirectly, from or arising in connection with:

Appears in 1 contract

Samples: Stock Purchase Agreement (Independence Holding Co)

INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLERS. Subject to the limitation of liability Kelly, Redman, Soas and remedies set forth in Section 10.5, SellersChevron ("Controlling Members"), jointly and severally, will indemnify and hold harmless Buyer, the Company, and their its respective Representatives, stockholders, controlling persons, and affiliates (collectively, the "Indemnified Persons") for, and will pay to the Indemnified Persons the amount of, any loss, liability, claim, damage (including incidental and consequential damages), expense (including costs of investigation and defense and reasonable attorneys' fees) or diminution of value, whether or not involving a third-party claim (collectively, "Damages"), arising, directly or indirectly, from or in connection with:

Appears in 1 contract

Samples: Non Competition Agreement (Allis Chalmers Corp)

INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLERS. Subject to the limitation of liability and remedies limitations set forth in Section Sections 3.4, 10.1, 10.5, 10.6 and 10.8, Sellers, jointly and severally, will indemnify and hold harmless Buyer, the Company, and their respective Representativesrepresentatives, stockholders, controlling persons, and affiliates (collectively, the "Indemnified Persons") for, and will pay to the Indemnified Persons the amount of, any loss, liability, claim, damage (including incidental and consequential damages)damage, expense (including costs of investigation and defense and reasonable attorneys' or accountants' fees) or diminution of value, whether or not involving a third-party claim (collectively, "Damages"), arising, directly or indirectly, from or in connection with:

Appears in 1 contract

Samples: Stock Purchase Agreement (Setech Inc /De)

INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLERS. Subject to the limitation of liability Xxxxx Xxxxxxxxx, Xxx Xxxxxxxxx and remedies set forth in Section 10.5, SellersXxxx Xxxx, jointly and severally, will indemnify and hold harmless Buyer, the CompanyAcquired Companies, and their respective Representatives, stockholders, controlling persons, and affiliates (collectively, the "Indemnified Persons") for, and will pay to the Indemnified Persons the amount of, any loss, liability, claim, damage (including incidental and consequential damages), expense (including costs of investigation and defense and reasonable attorneys' fees) or diminution of value, whether or not involving a third-party claim (collectively, "Damages"), arising, directly or indirectly, from or in connection with:

Appears in 1 contract

Samples: Stock Purchase Agreement (American Resources & Development Co)

INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLERS. (a) Subject to the limitation of liability limitations described herein, Sellers severally, and remedies set forth in Section 10.5, Sellers, jointly and severallynot jointly, will indemnify and hold harmless Buyer, the Company, Company and their respective Representatives, stockholders, controlling persons, and affiliates (collectively, the "Indemnified Persons") for, and will pay to the Indemnified Persons the amount of, any loss, liability, claim, damage (including incidental and consequential damages), expense (including costs of investigation and defense and reasonable attorneys' fees) or diminution of value, whether or not involving a third-party claim (collectively, "Damages"), arisingarising or resulting from, directly or indirectly, from or in connection with:

Appears in 1 contract

Samples: Stock Acquisition Agreement (Talton Invision Inc)

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INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLERS. Subject to the limitation provisions of liability and remedies set forth in Section 10.55.4 hereof, Sellers, jointly and severally, each of the Sellers will indemnify and hold harmless Buyer, the Company, and their respective Representatives, stockholdersunitholders, controlling persons, and affiliates (collectively, the "Indemnified Persons") for, and will pay to the Indemnified Persons the ------------------- amount of, any loss, liability, claim, damage (including incidental and consequential damages), expense (including costs of investigation and defense and reasonable attorneys' fees) or diminution of value, whether or not involving a third-party claim (collectively, "Damages"), arising, directly or indirectly, ------- from or in connection with:

Appears in 1 contract

Samples: Purchase Agreement (Dominion Resources Inc /Va/)

INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLERS. Subject to the limitation of liability and remedies set forth in Section 10.5, Sellers, jointly and severallyseverally (subject to the personal limitations specified hereinafter in this Section 10.2), will indemnify and hold harmless BuyerPurchaser, the CompanyAcquired Companies, and their respective Representatives, stockholders, controlling persons, and affiliates (collectively, the "Indemnified Persons") for, and will pay to the Indemnified Persons the amount of, any loss, liability, claim, damage (including incidental and consequential damages), expense (including costs of investigation and defense and reasonable attorneys' fees) or diminution of value, whether or not involving a third-third- party claim (collectively, "Damages"), arising, directly or indirectly, from or in connection with:

Appears in 1 contract

Samples: Stock Purchase Agreement (WMF Group LTD)

INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLERS. Subject to the limitation all other provisions of liability and remedies set forth in this Section 10.510, Sellers, jointly and severally, will indemnify and hold harmless Buyer, the CompanyAcquired Companies, and their respective Representatives, stockholders, controlling persons, and affiliates (collectively, the "Indemnified Persons") for, and will pay to the Indemnified Persons the amount of, any loss, liability, claim, damage (including incidental and consequential damages), expense (including costs of investigation and defense and reasonable attorneys' fees) or diminution of value, whether or not involving a third-party claim (collectively, "Damages"), arising, directly or indirectly, from or in connection with:

Appears in 1 contract

Samples: 11 Stock Purchase Agreement (Master Graphics Inc)

INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLERS. Subject to the limitation of liability and remedies set forth limitations contained in Section 10.5this Article 7, Sellers, jointly Pro Rata and severallyseverally (but not jointly), will indemnify and hold harmless Buyer, the Company, and their respective Representatives, stockholders, controlling persons, and affiliates (collectively, the "Indemnified Persons") for, and will pay to the Indemnified Persons the amount of, any loss, liability, claim, damage (including incidental and consequential damages), expense (including costs of investigation and defense and reasonable attorneys' fees) or diminution of value, whether or not involving a third-party claim (collectively, "Damages"), arising, directly or indirectly, from or in connection with:

Appears in 1 contract

Samples: Stock Purchase Agreement (South Financial Group Inc)

INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLERS. Subject to the limitation limitations of liability Section 4.6 hereof and remedies the survival period set forth in Section 10.54.5 hereof, SellersSellers will indemnify, jointly and severally, will indemnify defend and hold harmless Buyer, the Company, Companies and their respective Representativesrepresentatives, stockholders, controlling personsPersons, and affiliates (collectively, collectively the "Indemnified Persons") for, and will pay to the Indemnified Persons the amount of, any loss, liabilityLiability, claim, damage (including incidental and consequential damages)damage, expense (including costs of investigation and investigation, defense and reasonable attorneys' fees) or diminution of value, whether or not involving a third-party claim (collectively, collectively "Damages"), arising, directly or indirectly, from or in connection with:

Appears in 1 contract

Samples: Stock Purchase Agreement (Arcadia Resources, Inc)

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