Common use of Indemnification by Sellers Clause in Contracts

Indemnification by Sellers. Subject to the other terms and conditions of this Article IX, Sellers shall indemnify and defend each of Buyer and its Affiliates (including the Company) and their respective Representatives (collectively, the “Buyer Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to or by reason of:

Indemnification by Sellers. Subject to the other terms and conditions of this Article IXARTICLE VIII, Sellers each Seller, severally and not jointly, shall indemnify and defend each of Buyer and its Affiliates (including the Company) and their respective Representatives (collectively, the “Buyer Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to to, or by reason of:

Indemnification by Sellers. Subject to the other terms and conditions of this Article IXVIII, Sellers shall indemnify and defend each of Buyer and its Affiliates (including the CompanyBrio) and their respective Representatives (collectively, the “Buyer Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to to, or by reason of:

Indemnification by Sellers. Subject to the other terms and conditions of this Article IXVIII, Sellers each Seller shall indemnify and defend each of Buyer and its Affiliates (including the Company) and their respective Representatives (collectively, the “Buyer Indemnitees”) against, and shall shall, severally and not jointly and severally, hold each of them harmless from and against, and shall pay and reimburse each of them for, such Seller’s Proportionate Share of any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to or by reason of:

Indemnification by Sellers. Subject to the other terms and conditions of this Article IXVIII, Sellers all Sellers, on a joint and several basis, shall indemnify and defend each of Buyer and its Affiliates (including the Company) and their respective Representatives (collectively, the “Buyer Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to or by reason of:

Indemnification by Sellers. Subject to the other terms and conditions of this Article IXVIII, Sellers shall jointly and severally indemnify and defend each of Buyer and its Affiliates (including the CompanyAcquired Companies) and their respective Representatives (collectively, the “Buyer Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to or by reason of:

Indemnification by Sellers. (a) Subject to the other terms and conditions of this Article IX, Sellers (jointly and severally) shall indemnify and defend each of Buyer Buyer, Parent and its their Affiliates (including the Company) and their respective Representatives representatives (collectively, the “Buyer Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the any Buyer Indemnitees based upon, arising out of, with respect to to, or by reason of:

Indemnification by Sellers. Subject to the other terms and conditions of this Article IXARTICLE VIII, Sellers shall each Seller shall, jointly and severally, indemnify and defend each of Buyer and its Affiliates (including the Company) and their respective Representatives (collectively, the “Buyer Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to or by reason of:

Indemnification by Sellers. Subject to the other terms and conditions of this Article IX8, Sellers shall jointly and severally indemnify and defend each of Buyer and its Affiliates (including the Company) and their respective Representatives (collectively, the “Buyer Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to or by reason of:

Indemnification by Sellers. Subject to the other terms and conditions of this Article IXARTICLE VII, Sellers shall indemnify and defend each of Buyer and its Affiliates (including the Company) and their respective Representatives directors, officers, employees, successors or assigns (collectively, the “Buyer Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to or by reason of:

Indemnification by Sellers. Subject to the other terms and conditions of this Article IXARTICLE VIII, Sellers shall each Seller shall, severally but not jointly, indemnify and defend each of Buyer and its Affiliates (including the Company) and their respective Representatives (collectively, the “Buyer Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to or by reason of:

Indemnification by Sellers. Subject to the other terms and conditions of this Article IXVIII, Sellers shall indemnify and defend each of Buyer and its Affiliates (including the Company) and their respective Representatives (collectively, the “"Buyer Indemnitees”") against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to or by reason of:

Indemnification by Sellers. Subject to the other terms and conditions of this Article IXARTICLE VIII, the Sellers shall indemnify shall, jointly and severally, indemnify, defend each of and hold harmless Buyer and its Affiliates (including the Company) and their respective Representatives (collectively, the “Buyer Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, to the extent arising out of, with respect to of or by reason ofresulting from:

Indemnification by Sellers. Subject to the other terms and conditions of this Article IXVII, Sellers Xxxxxx and PLYF, each shall separately indemnify and defend each of Buyer and its Affiliates (including the Company) and their respective Representatives (collectively, the “Buyer Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to to, or by reason of:

Indemnification by Sellers. Subject to the other terms and conditions of this Article IXARTICLE VII, Sellers shall indemnify and defend each of Buyer and its Affiliates (including the Company) and their respective Representatives (collectively, the “Buyer Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to to, or by reason of:

Indemnification by Sellers. Subject to the other terms and conditions of this Article IXVIII, Sellers shall shall, jointly and severally, indemnify and defend each of Buyer and its Affiliates (including the Company) and their respective Representatives (collectively, the “Buyer Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to or by reason of:

Indemnification by Sellers. Subject to the other terms and conditions of this Article IXARTICLE VII, Sellers shall shall, jointly and severally, indemnify and defend each of Buyer and its Affiliates (including the Company) and their respective Representatives (collectively, the “Buyer Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to or by reason of:

Indemnification by Sellers. Subject to the other terms and conditions of this Article IXARTICLE VIII, Sellers shall jointly and severally indemnify and defend each of Buyer and its Affiliates (including the Company) and their respective Representatives (collectively, the “Buyer Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to or by reason of:

Indemnification by Sellers. (a) Subject to the other terms and conditions of this Article IX, Sellers Sellers, jointly and severally, shall indemnify and defend each of Buyer and its Affiliates (including including, after Closing, the CompanyCompanies) and their respective Representatives (collectively, the “Buyer Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses actually incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, upon or arising out of, with respect to or by reason of:

Indemnification by Sellers. Subject to the other terms and conditions of this Article IXARTICLE VII, Sellers shall shall, jointly and severally, indemnify and defend each of Buyer and its Affiliates (including the Company) and their respective Representatives (collectively, the “Buyer Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to or by reason of:

Indemnification by Sellers. Subject to the other terms and conditions of this Article IX, Sellers each Seller shall jointly and severally indemnify and defend each of Buyer and its Affiliates (including the Company) and their respective Representatives (collectively, the “Buyer Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to or by reason of:

Indemnification by Sellers. Subject to the other terms and conditions of this Article ARTICLE IX, Sellers shall jointly and severally indemnify and defend each of Buyer and its Affiliates (including the CompanyCompany and the Subsidiaries after the Closing) and their respective Representatives (collectively, the “Buyer Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to or by reason of:

Indemnification by Sellers. Subject to the other terms and conditions of this Article IXVIII, Sellers shall shall, jointly and severally, indemnify and defend each of Buyer and its Affiliates (including the Company) and their respective Representatives (collectively, the “Buyer Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to or by reason of:

Indemnification by Sellers. Subject to the other terms and conditions of this Article IXVIII, Sellers shall indemnify and defend each of Buyer and its Affiliates (including the Company) and their respective Representatives (collectively, the “Buyer Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to or by reason of:

Indemnification by Sellers. Subject to the other terms and conditions of this Article ARTICLE IX, the Sellers shall shall, jointly and severally, indemnify and defend each of the Buyer and its Affiliates (including the Company) and their respective Representatives and the Company (collectively, the “Buyer Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to or by reason of any of:

Indemnification by Sellers. Subject to the other terms and conditions of this Article IXVIII, Sellers shall shall, jointly and severally, indemnify and defend each of Buyer and its Affiliates (including the CompanyTarget) and their respective Representatives (collectively, the “Buyer IndemniteesIndemnities”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees Indemnities based upon, arising out of, with respect to or by reason of:

Indemnification by Sellers. Subject to the other terms and conditions of this Article IXVIII, Sellers shall indemnify and defend each of Buyer and its Affiliates (including the Company) and their respective Representatives (collectively, the “Buyer Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to or by reason of:

Indemnification by Sellers. Subject to the other terms and conditions of this Article IX, after the Closing, Sellers shall shall, jointly and severally, indemnify and defend each of Buyer and its Affiliates (including the Company) and their respective Representatives (collectively, the “Buyer Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to or by reason of:

Indemnification by Sellers. Subject to the other terms and conditions of this Article IXVII, Sellers shall indemnify and defend each of Buyer and its Affiliates (including the Company) and their respective Representatives (collectively, the “Buyer Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to to, or by reason of:

Indemnification by Sellers. Subject to the other terms and conditions of this Article IXVII, Sellers shall jointly and severally indemnify and defend each of Buyer and its Affiliates (including the Company) and their respective Representatives (collectively, the “"Buyer Indemnitees”") against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to or by reason of:

Indemnification by Sellers. Subject to the other terms and conditions of this Article IXVII, Sellers shall indemnify contribute toward indemnifying and defend each of defending the Buyer and its Affiliates (including the Company) and their respective Representatives (collectively, the “Buyer Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees or Buyer Indemnitees, including reasonable attorney fees, based upon, arising out of, with respect to or by reason of:

Indemnification by Sellers. Subject to the other terms and conditions of this Article IXARTICLE VIII, Sellers shall indemnify and defend each of Buyer and its Affiliates (including the Company) and their respective Representatives (collectively, the “Buyer Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to or by reason of:

Indemnification by Sellers. Subject to the other terms and conditions of this Article IXVIII, Sellers Sellers, jointly and severally, shall indemnify and defend each of Buyer and its Affiliates (including the Company) and their respective Representatives (collectively, the “Buyer Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to or by reason of:

Indemnification by Sellers. Subject to the other terms and conditions of this Article IXARTICLE VII, Sellers shall shall, jointly and severally, indemnify and defend each of Buyer and its Affiliates (including the CompanyCompany after the Closing) and their respective Representatives (collectively, the “Buyer Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to or by reason of:

Indemnification by Sellers. Subject to the other terms and conditions of this Article IXARTICLE VIII, Sellers Sellers, jointly and severally, shall indemnify and defend each of Buyer and its Affiliates (including the Company) and their respective Representatives (collectively, the “"Buyer Indemnitees”") against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to or by reason of:

Indemnification by Sellers. Subject to the other terms and conditions of this Article IXVIII, Sellers shall indemnify and defend each of Buyer and its Affiliates (including the CompanyViagoo) and their respective Representatives (collectively, the “Buyer Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to or by reason of:

Indemnification by Sellers. Subject to the other terms and conditions of this Article IXARTICLE VIII, Sellers each Seller shall indemnify and defend each of Buyer and its Affiliates (including the Company) and their respective Representatives (collectively, the “"Buyer Indemnitees”") against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees Indemnitees, but not to exceed the amount of the Seller’s Purchase Price, based upon, arising out of, with respect to to, or by reason of:

Indemnification by Sellers. Subject to the other terms and conditions of this Article IXVII, the Sellers shall jointly and severally indemnify and defend each of Buyer and its Affiliates (including the Company) and their respective Representatives and successor and assignees (collectively, the “Buyer Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred incurred, accrued, paid or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to or by reason ofof any one of the following:

Indemnification by Sellers. Subject to the other terms and conditions of this Article IXARTICLE VII, Sellers shall shall, jointly and severally, indemnify and defend each of Buyer and its Affiliates (including the Company) and their respective Representatives (collectively, the “Buyer Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to to, or by reason of:

Indemnification by Sellers. Subject to the other terms and conditions of this Article IXARTICLE VIII, Sellers Sellers, jointly and severally (at Buyer’s discretion), shall indemnify and defend each of Buyer and its Affiliates (including the Company) and their respective Representatives (collectively, the “Buyer Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to or by reason of:

Indemnification by Sellers. Subject to the other terms and conditions of this Article IXVIII, Sellers shall indemnify and defend each of Buyer and its Affiliates (including the CompanyClearance) and their respective Representatives (collectively, the “Buyer Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to or by reason of:

Indemnification by Sellers. Subject to the other terms and conditions of this Article IX, Sellers the Seller shall indemnify and defend each of Buyer Buyer, its officers, directors and its Affiliates (including the CompanySeller and its Subsidiaries) and their respective Representatives (collectively, the “Buyer Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to or by reason of:

Indemnification by Sellers. Subject to the other terms and conditions of this Article IXVIII, Sellers and the Principal Members, jointly and severally, shall indemnify and defend each of Buyer and its Affiliates (including the Company) and their respective Representatives (collectively, the “Buyer Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to or by reason of:

Indemnification by Sellers. Subject to the other terms and conditions of this Article IXVIII, Sellers each Seller shall indemnify and defend defend, severally but not jointly, each of Buyer and its Affiliates (including the Company) and their respective Representatives (collectively, the “"Buyer Indemnitees”") against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to or by reason of:

Indemnification by Sellers. Subject to the other terms and conditions of this Article IXVIII, Sellers shall each Seller shall, jointly and severally, indemnify and defend each of Buyer and its Affiliates (including the Company) and their respective Representatives (collectively, the “Buyer Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to or by reason of:

Indemnification by Sellers. Subject to the other terms and conditions of this Article IXVII, Sellers shall shall, jointly and severally, indemnify and and, defend each of Buyer and its Affiliates (including the Company) and their respective Representatives (collectively, the “Buyer Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to or by reason of:

Indemnification by Sellers. Subject to the other terms and conditions of this Article IXVIII, each of Sellers shall jointly and severally indemnify and defend each member of Buyer Group and its Affiliates (including the Company) and their respective Representatives (collectively, the “Buyer Group Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Buyer Group Indemnitees based upon, arising out of, with respect to or by reason of:

Indemnification by Sellers. Subject to the other terms and conditions provisions of this Article IX, the Sellers shall shall, jointly and severally, indemnify and defend each of Buyer and its Affiliates (including the Company) and their respective Representatives (collectively, the “Buyer Indemnitees”) Buyers Indemnified Parties against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them the Buyers Indemnified Parties for, any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, Buyers Indemnified Parties to the extent arising out of, with respect resulting from, related to or by reason of:

Indemnification by Sellers. (a) Subject to the other terms and conditions of this Article IX, Sellers the Key Sellers, jointly and severally, shall indemnify and defend each of Buyer and its Affiliates (including the Company) and their respective Representatives (collectively, the “Buyer Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to or by reason of:

Indemnification by Sellers. Subject to the other terms and conditions of this Article IXVIII, Sellers shall jointly and severally indemnify and defend each of Buyer and its Affiliates (including the Company) and their respective Representatives representatives (collectively, the “Buyer Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to or by reason of:

Indemnification by Sellers. Subject to the other terms and conditions of this Article IXVIII, Sellers shall severally and not jointly, indemnify and defend each of Buyer and its Affiliates (including the Company) and their respective Representatives (collectively, the “Buyer Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to or by reason of:

Indemnification by Sellers. Subject to the other terms and conditions of this Article IXARTICLE VII, Sellers Xxxxxxx jointly and severally shall indemnify and defend each of Buyer and its Affiliates (including the Company) and their respective Representatives (collectively, the “Buyer Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to or by reason of:

Indemnification by Sellers. Subject to the other terms and conditions of this Article IXARTICLE VIII, from and after Closing, Sellers shall indemnify and defend each of Buyer and its Affiliates (including the Company) and their respective Representatives (collectively, the “Buyer Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to or by reason of:

Indemnification by Sellers. Subject to the other terms and conditions of this Article IXVIII, Sellers shall indemnify and defend each of Buyer and its Affiliates (including the Company) and their respective Representatives (collectively, the “"Buyer Indemnitees”") against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to or by reason of:

Indemnification by Sellers. Subject to the other terms and conditions of this Article IXARTICLE VIII, Sellers shall indemnify and defend defend, severally (based solely on the proportion of the total Purchase Price actually received by each Seller), each of Buyer and its Affiliates (including the Company) and their respective Representatives (collectively, the “"Buyer Indemnitees”") against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to or by reason of:

Indemnification by Sellers. Subject to the other terms and conditions of this Article IXARTICLE VIII, Sellers shall jointly and severally indemnify and defend each of Buyer and its Affiliates (including the Company) and their respective Representatives (collectively, the “Buyer Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to or by reason of:

Indemnification by Sellers. Subject to the other terms and conditions of this Article IX, Sellers shall defend, indemnify and defend each of Buyer and hold harmless Buyer, its Affiliates (including the Company) affiliates and their respective Representatives (collectivelymembers, the “Buyer Indemnitees”) againstequity holders, directors, officers, agents and shall hold each of them harmless employees from and againstagainst all claims, judgments, damages, liabilities, settlements, losses, costs and shall pay expenses, including attorneys’ fees and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees based upondisbursements, arising out of, with respect to from or by reason ofrelating to:

Indemnification by Sellers. Subject to the other terms and conditions of this Article IX, from and after Closing, Sellers shall jointly and severally indemnify and defend each of Buyer and its Affiliates (including the Company) and their respective Representatives (collectively, the “Buyer Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to or by reason of: