Indemnification and Reimbursement by Seller and Stockholder Clause Samples

Indemnification and Reimbursement by Seller and Stockholder. Seller and Stockholder will, jointly and severally, indemnify and hold harmless Buyer, its Related Persons and its and their respective Representatives (collectively, the “Buyer Indemnified Persons”), and will reimburse the Buyer Indemnified Persons for any Damages, arising from or in connection with: (a) any breach of any representation or warranty made by Seller or Stockholder in this Agreement or any Ancillary Document delivered by Seller or Stockholder; (b) any breach of any covenant, agreement or obligation of Seller, Seller’s Representative or Stockholder in this Agreement (including, for the avoidance of doubt, Article 6) or in any Ancillary Document delivered thereby; (c) any Retained Liabilities; (d) any Excluded Asset; (e) any claim by any Person for brokerage or finder’s fees or commissions or similar payments based upon any agreement or understanding made, or alleged to have been made, by such Person with either of Seller or Stockholder or any of their respective Related Persons (or any Person acting on their respective behalf) in connection with any of the Contemplated Transactions; (f) Indebtedness and/or Transaction Expenses; (g) any amounts to be paid to Bank of America, N.A. or any affiliate thereof pursuant to the “hold harmless” provisions set forth in that certain Assignment, Assumption and Consent Agreement, dated on or around the date hereof, by and among Buyer, Seller, and Bank of America, N.A, to the extent arising from or relating to acts or omissions occurring at or prior to the Closing; and (h) the applicability of any bulk sales or similar Laws arising out of, relating to or in connection with the Contemplated Transaction. Notwithstanding the foregoing clause (h), the parties acknowledge and agree that all Sales and Transfer Taxes shall be addressed as set forth in Section 6.1.