Common use of INDEMNIFICATION AND PAYMENT OF DAMAGES Clause in Contracts

INDEMNIFICATION AND PAYMENT OF DAMAGES. Subject to Section 11.2(b), each Seller (the Sellers collectively, the "Indemnitors") shall severally and not jointly, indemnify and hold harmless Buyer and its Representatives, stockholders, controlling persons, and Affiliates (collectively, the "Buyer's Indemnified Persons") for, and shall severally, and not jointly, pay to the Buyer's Indemnified Persons: (i) such Seller's Pro Rata Share of any and all Damages, arising, directly or indirectly, as a result of any Breach of any representation or warranty made by the Company in this Agreement (after giving effect to the Disclosure Letter but without giving effect to any standard of materiality), the Disclosure Letter or any other certificate or document delivered by the Company at the Closing pursuant to this Agreement, or any Breach by the Company of any covenant or obligation of the Company in this Agreement; (ii) any and all Damages, arising, directly or indirectly, as a result of a Breach of any representation or warranty made by such Seller in this Agreement, or any other certificate or document delivered by such Seller at the Closing pursuant to this Agreement or any Breach by such Seller of any covenant or obligation of such Seller in this Agreement; (iii) 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 Seller (or any Person acting on its behalf) in connection with the Contemplated Transactions; or (iv) such Seller's Pro Rata Share of any Taxes of the Company or its Subsidiaries for which Sellers are liable under Section 7.1 and such Seller's Pro Rata Share of any Taxes for which Sellers are liable under Section 7.4.

INDEMNIFICATION AND PAYMENT OF DAMAGES. Subject to Section 11.2(b), each Seller (the Sellers (collectively, the "Indemnitors") shall severally and but not jointly, jointly indemnify and hold harmless Buyer and its Representatives, stockholders, controlling persons, and Affiliates (collectively, the "Buyer's Indemnified Persons") for, and shall severally, and severally but not jointly, jointly pay to the Buyer's Indemnified Persons: (i) such Seller's Pro Rata Share of , any and all Damages, arising, directly or indirectly, as a result of from or in connection with (i) any Breach of any representation or warranty made by the Company or the Sellers in this Agreement (after giving effect to the Disclosure Letter but without giving effect to any standard of materiality), the Disclosure Letter or any other certificate or document delivered by the Company at or the Closing Sellers pursuant to this Agreement, or ; or (ii) any Breach by the Company or any Seller of any covenant or obligation of the Company in this Agreement; (ii) or any and all Damages, arising, directly or indirectly, as a result of a Breach of any representation or warranty made by such Seller in this Agreement, or any other certificate or document delivered by such Seller at the Closing pursuant to this Agreement or any Breach by such Seller of any covenant or obligation of such Seller in this Agreement;; or (iii) 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 any such Seller Person (or any Person acting on its their behalf) in connection with the Contemplated Transactions; or (iv) such Seller's Pro Rata Share of any Taxes of the Company or its Subsidiaries for which Sellers are liable under Section 7.1 and such Seller's Pro Rata Share of any obligation with respect to Taxes for which Sellers are liable under Section 7.47.

INDEMNIFICATION AND PAYMENT OF DAMAGES. Subject to Section 11.2(b), each Seller Each Party (the Sellers collectively, the an "IndemnitorsIndemnifying Party") shall severally and not jointly, will indemnify and hold harmless Buyer the other parties and its Representativestheir respective representatives, stockholders, controlling persons, and Affiliates affiliates (collectively, the "Buyer's Indemnified Persons") for, and shall severally, and not jointly, will pay to the Buyer's Indemnified Persons: Persons the amount of, any loss, liability, claim, damage (iincluding incidental and consequential damages), expense (including costs of investigation and defense and reasonable attorneys' fees) such Seller's Pro Rata Share or diminution of any and all value, whether or not involving a third-party claim (collectively, "Damages"), arising, directly or indirectly, as a result of from or in connection with: (a) any Breach breach of any representation or warranty made by the Company Indemnifying Party in this Agreement (after giving effect to the Disclosure Letter but without giving effect to any standard of materiality)Agreement, the Disclosure Letter or any other schedule, certificate or document delivered by the Company at the Closing Indemnifying Party pursuant to this Agreement, or any Breach by the Company of any covenant or obligation of the Company in this Agreement; (iib) any and all Damages, arising, directly or indirectly, as a result of a Breach breach of any representation or warranty made by such Seller the Indemnifying Party in this Agreement, Agreement as if such representation or any other certificate or document delivered by such Seller at warranty were made on and as of the Closing pursuant to this Agreement or Date; (c) any Breach breach by such Seller the Indemnifying Party of any covenant of its covenants or obligation of such Seller obligations in this Agreement; (iiid) 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 any such Seller Person with the Company (or any Person person acting on its behalf) in connection with the Contemplated Transactions; or (iv) such Seller's Pro Rata Share of any Taxes of the Company Transactions. The remedies provided in this Section 7.2 will not be exclusive of or its Subsidiaries for which Sellers are liable under Section 7.1 and such Seller's Pro Rata Share of limit any Taxes for which Sellers are liable under Section 7.4other remedies that may be available to Investor or the other Indemnified Persons.

INDEMNIFICATION AND PAYMENT OF DAMAGES. Subject to Section 11.2(b)Sellers, each Seller (the Sellers collectivelyjointly and severally, the "Indemnitors") shall severally and not jointly, will indemnify and hold harmless Buyer and its RepresentativesWestern, stockholders, controlling personsthe Acquired Companies, and Affiliates their respective directors, officers, employees, agents, or other representatives, stockholders and affiliates (collectively, the "Buyer's Indemnified Persons") for, and shall severally, and not jointly, will pay to the Buyer's Indemnified Persons: Persons the amount of, any loss, liability, claim, damage (iincluding incidental and consequential damages), expense (including costs of investigation and defense and reasonable attorneys' fees) such Seller's Pro Rata Share or diminution of any and all value, whether or not involving a third-party claim (collectively, "Damages"), arising, directly or indirectly, as a result of from or in connection with: (a) any Breach breach of any representation or warranty made by the Company Sellers in this Agreement (after giving effect to the Disclosure Letter but without giving effect to any standard of materialitysupplement to the Disclosure Letter), the Disclosure Letter or any other certificate or document delivered by the Company at the Closing pursuant to this Agreement, or any Breach by the Company of any covenant or obligation of the Company in this Agreement; (ii) any and all Damages, arising, directly or indirectly, as a result of a Breach of any representation or warranty made by such Seller in this AgreementLetter, or any other certificate or document delivered by such Seller at the Closing Sellers pursuant to this Agreement or Agreement; (b) any Breach breach by such any Seller of any covenant or obligation of such Seller in this Agreement;; or (iiic) 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 any such Person with any Seller or any Acquired Company (or any Person acting on its their behalf) in connection with any of the Contemplated Transactions; or (iv) such Seller's Pro Rata Share . For the purpose of this Agreement, ▇▇▇▇ Massotta and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ shall be excluded from joint and several liability. The remedies provided in this Section 8.2 will not be exclusive of or limit any Taxes of other remedies that may be available to Western or the Company or its Subsidiaries for which Sellers are liable under Section 7.1 and such Seller's Pro Rata Share of any Taxes for which Sellers are liable under Section 7.4other Indemnified Persons.

INDEMNIFICATION AND PAYMENT OF DAMAGES. Subject to Section 11.2(b), each Seller Each Party (the Sellers collectively, the an "IndemnitorsIndemnifying Party") shall severally and not jointly, will indemnify and hold harmless Buyer the other parties and its Representativestheir respective representatives, stockholders, controlling persons, and Affiliates affiliates (collectively, the "Buyer's Indemnified Persons") for, and shall severally, and not jointly, will pay to the Buyer's Indemnified Persons: Persons the amount of, any loss, liability, claim, damage (iincluding incidental and consequential damages), expense (including costs of investigation and defense and reasonable attorneys' fees) such Seller's Pro Rata Share or diminution of any and all value, whether or not involving a third-party claim (collectively, "Damages"), arising, directly or indirectly, as a result of from or in connection with: (a) any Breach breach of any representation or warranty made by the Company Indemnifying Party in this Agreement (after giving effect to the Disclosure Letter but without giving effect to any standard of materiality)Agreement, the Disclosure Letter or any other schedule, certificate or document delivered by the Company at the Closing Indemnifying Party pursuant to this Agreement, or any Breach by the Company of any covenant or obligation of the Company in this Agreement; (iib) any and all Damages, arising, directly or indirectly, as a result of a Breach breach of any representation or warranty made by such Seller the Indemnifying Party in this Agreement, Agreement as if such representation or any other certificate or document delivered by such Seller at warranty were made on and as of the Closing pursuant to this Agreement or Date; (c) any Breach breach by such Seller the Indemnifying Party of any covenant of its covenants or obligation of such Seller obligations in this Agreement; (iiid) 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 any such Seller Person with the Company (or any Person person acting on its behalf) in connection with the Contemplated Transactions; or (iv) such Seller's Pro Rata Share of any Taxes of the Company or its Subsidiaries for which Sellers are liable under Section 7.1 and such Seller's Pro Rata Share of any Taxes for which Sellers are liable under Section 7.4Transactions.