Common use of Indemnification by Sellers Clause in Contracts

Indemnification by Sellers. Subject to the other terms and conditions of this ARTICLE VII, Sellers shall indemnify and defend each Buyer and its Affiliates and their respective 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: (a) any inaccuracy in or breach of any of the representations or warranties of Sellers contained in this Agreement, the other Transaction Documents or in any certificate delivered by Sellers pursuant to this Agreement, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date); (b) any material breach or non-fulfillment of any covenant, agreement or obligation to be performed by Sellers pursuant to this Agreement, the other Transaction Documents or any certificate delivered by Sellers pursuant to this Agreement; (c) any Excluded Asset or any Excluded Liability; or (d) any Third Party Claim based upon, resulting from or arising out of the business, operations, properties, assets or obligations of any Seller or any of its Affiliates (other than the Purchased Assets or Assumed Liabilities) conducted, existing or arising on or prior to the Closing Date.

Indemnification by Sellers. Subject to the other terms and conditions of this ARTICLE VIIArticle VIII, Sellers each Seller shall indemnify and defend each of Buyer and its Affiliates (including the Company) and their respective directors, officers, employees, successors or assigns 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: (a) any inaccuracy in or breach of any of the representations or warranties of Sellers such Seller contained in this AgreementAgreement (other than in respect of Section 3.22, it being understood that the other Transaction Documents sole remedy for any such inaccuracy in or in any certificate delivered by Sellers breach thereof shall be pursuant to this AgreementArticle VI), as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date);; or (b) any material breach or non-fulfillment of any covenant, agreement or obligation to be performed by Sellers such Seller pursuant to this Agreement, the other Transaction Documents or any certificate delivered by Sellers pursuant to this Agreement; (c) any Excluded Asset or any Excluded Liability; or (d) any Third Party Claim based upon, resulting from or arising out of the business, operations, properties, assets or obligations of any Seller or any of its Affiliates Agreement (other than any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in Article VI, it being understood that the Purchased Assets sole remedy for any such breach, violation or Assumed Liabilities) conducted, existing or arising on or prior failure shall be pursuant to the Closing DateArticle VI).

Indemnification by Sellers. Subject to the other terms and conditions of this ARTICLE VIIArticle IX, Sellers the Seller shall indemnify and defend each Buyer of Buyer, its officers, directors and Affiliates (including the Seller and its Affiliates Subsidiaries) and their respective directors, officers, employees, successors or assigns 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: (a) any inaccuracy in or breach of any of the representations or warranties of Sellers Seller contained in this Agreement, the in any other Transaction Documents Document or in any certificate or instrument delivered by Sellers or on behalf of Seller pursuant to this Agreement, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the any Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date); (b) any material breach or non-fulfillment of any covenant, agreement or obligation to be performed by Sellers pursuant to this Agreement, the other Transaction Documents or any certificate delivered by Sellers such Seller pursuant to this Agreement; (c) any Excluded Asset or any Excluded Liability; or (d) any Third Party Claim based upon, resulting from sanction or arising out penalty by any Governmental Authority as a result of any transfer or deemed transfer of any MME Certificate or other Permit as a result of the businessconsummation of the transactions contemplated by this Agreement without the approval of such Governmental Authority, operations, properties, assets or obligations of any Seller or any of its Affiliates (other than to the Purchased Assets or Assumed Liabilities) conducted, existing or arising on or extent such approval is required prior to the Closing DateClosing.

Indemnification by Sellers. Subject to the other terms and conditions of this ARTICLE VIIArticle VI, Sellers shall shall, jointly and severally, indemnify and defend each of Buyer and its Affiliates and their respective directors, officers, employees, successors or assigns 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: (a) any inaccuracy in or breach of any of the representations or warranties of Sellers a Seller contained in this Agreement, the other Transaction Ancillary Documents or in any certificate or instrument delivered by Sellers or on behalf of a Seller pursuant to this Agreement, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date); (b) any material breach or non-fulfillment of any covenant, agreement or obligation to be performed by Sellers a Seller pursuant to this Agreement, the other Transaction Ancillary Documents or any certificate or instrument delivered by Sellers or on behalf of a Seller pursuant to this Agreement; (c) any Excluded Asset or any Excluded Liability; or (d) any Third Party Claim based upon, resulting from or arising out of the business, operations, properties, assets or obligations of any a Seller or any of its Affiliates (other than the Purchased Assets or Assumed Liabilities) conducted, existing or arising on or prior to the Closing Date.

Indemnification by Sellers. Subject to the other terms and conditions of this ARTICLE VIIArticle VIII, Sellers all Sellers, on a joint and several basis, shall indemnify and defend each of Buyer and its Affiliates and their respective directors, officers, employees, successors or assigns 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: (a) any inaccuracy in or breach of any of the representations or warranties of Sellers any Seller contained in this Agreement, the other Transaction Ancillary Documents or in any certificate or instrument delivered by Sellers or on behalf of any Seller pursuant to this Agreement, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date); (b) any material breach or non-fulfillment of any covenant, agreement or obligation to be performed by Sellers any Seller pursuant to this Agreement, the other Transaction Ancillary Documents or any certificate or instrument delivered by Sellers or on behalf of any Seller pursuant to this Agreement; (c) any Excluded Asset or any Excluded Liability; or; (d) any Third Party Claim based upon, resulting from or arising out of the businessBusiness, operations, properties, assets or obligations of any Seller or any of its Affiliates (other than the Purchased Assets or Assumed Liabilities) conducted, existing or arising on or prior to the Closing Date; or (e) the Contract Disputes.

Indemnification by Sellers. Subject to the other terms and conditions of this ARTICLE VIIVIII, Sellers Sellers, jointly and severally (at Buyer’s discretion), shall indemnify and defend each of Buyer and its Affiliates and their respective directors, officers, employees, successors or assigns 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: (a) any inaccuracy in or breach of any of the representations or warranties of Sellers a Seller contained in this Agreement, the other Transaction Ancillary Documents or in any certificate or instrument delivered by Sellers or on behalf of a Seller pursuant to this Agreement, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date); (b) any material breach or non-fulfillment of any covenant, agreement or obligation to be performed by Sellers a Seller or Owner pursuant to this Agreement, the other Transaction Ancillary Documents or any certificate or instrument delivered by Sellers or on behalf of a Seller pursuant to this Agreement; (c) any Excluded Asset or any Excluded Liability; or (d) any Third Party Claim based upon, resulting from or arising out of the business, operations, properties, assets or obligations of any a Seller or any of its their Affiliates (other than the Purchased Assets or Assumed LiabilitiesAssets) conducted, existing or arising on or prior to the Closing Date.; OR

Indemnification by Sellers. Subject to the other terms and conditions of this ARTICLE VIIArticle XI, Sellers shall jointly and severally indemnify and defend each Buyer and its Affiliates Purchaser, the Acquired Entity and their respective directorsAffiliates, officers, employeesand their respective Representatives, successors or and permitted assigns (collectively, the “Buyer Purchaser 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 Damages incurred or sustained by, or imposed upon, the Buyer Purchaser Indemnitees based upon, arising out of, with respect to or by reason of: (a) any inaccuracy in or breach of any of the representations or warranties of Sellers contained in this Agreement, the other Transaction Documents Agreement or in any certificate or instrument delivered by or on behalf of Sellers pursuant to this Agreement, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date); (b) any material breach or non-fulfillment of any covenant, agreement or obligation to be performed by Sellers pursuant to this Agreement, the other Transaction Documents or any certificate delivered by Sellers pursuant to this Agreement; (c) any Taxes of the Acquired Entity for any Pre-Closing Tax Period and any portion of Straddle Period Taxes that Sellers are liable for pursuant to Section 8.3(c); (d) subject to Section 9.5, the Excluded Asset or any Excluded LiabilityAssets; or (de) any Third Party Claim based uponsubject to Section 9.5, resulting from or arising out of the business, operations, properties, assets or obligations of any Seller or any of its Affiliates (other than the Purchased Assets or Assumed Excluded Liabilities) conducted, existing or arising on or prior to the Closing Date.

Indemnification by Sellers. Subject to the other terms and conditions of this ARTICLE VIIArticle VIII, Sellers all Sellers, on a joint and several basis, shall indemnify and defend each of Buyer and its Affiliates and their respective directors, officers, employees, successors or assigns 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: (a) any inaccuracy in or breach of any of the representations or warranties of Sellers any Seller contained in this Agreement, the other Transaction Ancillary Documents or in any certificate or instrument delivered by Sellers or on behalf of any Seller pursuant to this Agreement, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date); (b) any material breach or non-fulfillment of any covenant, agreement or obligation to be performed by Sellers any Seller pursuant to this Agreement, the other Transaction Ancillary Documents or any certificate or instrument delivered by Sellers or on behalf of any Seller pursuant to this Agreement; (c) any Excluded Asset or any Excluded Liability; or; (d) any Third Party Claim based upon, resulting from or arising out of the businessBusiness, operations, properties, assets or obligations of any Seller or any of its Affiliates (other than the Purchased Assets or Assumed Liabilities) conducted, existing or arising on or prior to the Closing Date; or (e) ) the Contract Disputes.

Indemnification by Sellers. Subject to the other terms and conditions of this ARTICLE VIIArticle VIII, Sellers shall indemnify and defend each of Buyer and its Affiliates (including the Company) and their respective directors, officers, employees, successors or assigns 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: (a) any inaccuracy in or breach of any of the representations or warranties of Sellers contained in this Agreement, the other Transaction Documents Agreement or in any certificate or instrument delivered by Sellers or on behalf of Seller pursuant to this AgreementAgreement (other than in respect of Section 3.22, it being understood that the sole remedy for any such inaccuracy in or breach thereof shall be pursuant to Article VI), as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date);; or (b) any material breach or non-fulfillment of any covenant, agreement or obligation to be performed by Sellers pursuant to this Agreement, the other Transaction Documents or any certificate delivered by Sellers pursuant to this Agreement; (c) any Excluded Asset or any Excluded Liability; or (d) any Third Party Claim based upon, resulting from or arising out of the business, operations, properties, assets or obligations of any Seller or any of its Affiliates Agreement (other than any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in Article VI, it being understood that the Purchased Assets sole remedy for any such breach, violation or Assumed Liabilities) conducted, existing or arising on or prior failure shall be pursuant to the Closing DateArticle VI).

Indemnification by Sellers. Subject to the other terms and conditions of this ARTICLE VII, Sellers shall shall, jointly and severally, indemnify and defend each of Buyer and its Affiliates (including the Company after the Closing) and their respective directors, officers, employees, successors or assigns 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: (a) any inaccuracy in or breach of any of the representations or warranties of Sellers any Seller contained in this Agreement, the other Transaction Documents Agreement or in any certificate or instrument delivered by Sellers or on behalf of any Seller pursuant to this Agreement, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date); (b) any material breach or non-fulfillment of any covenant, agreement or obligation to be performed by Sellers pursuant to this Agreement, any Seller or the other Transaction Documents or any certificate delivered by Sellers Sellers’ Representative pursuant to this Agreement; (c) any Excluded Asset Transaction Expenses or any Excluded LiabilityIndebtedness of the Company outstanding as of the Closing to the extent not deducted from the Base Price in the determination of the Initial Payment pursuant to Section 2.04(a)(i); or (d) any Third Party Claim based upon, resulting from or arising out (i) all Taxes of the businessCompany or relating to the business of the Company for all Pre-Closing Tax Periods; (ii) all Taxes of an affiliated, operationsconsolidated, properties, assets combined or obligations unitary group of any Seller which the Company (or any predecessor of its Affiliates (other than the Purchased Assets Company) is or Assumed Liabilities) conducted, existing or arising was a member on or prior to the Closing Date by reason of a liability under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, state or local Law; and (iii) any and all Taxes of any person imposed on the Company arising under the principles of transferee or successor liability or by contract, relating to an event or transaction occurring before the Closing Date.

Indemnification by Sellers. Subject to the other terms and conditions of this ARTICLE VIIVIII, Sellers shall indemnify and defend each of Buyer and its Affiliates (including the Company) and their respective directors, officers, employees, successors or assigns 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: (a) any inaccuracy in or breach of any of the representations or warranties of Sellers contained in this Agreement, the other Transaction Documents Agreement or in any certificate or instrument delivered by or on behalf of Sellers pursuant to this AgreementAgreement (other than in respect of Section 3.22, it being understood that the sole remedy for any such inaccuracy in or breach thereof shall be pursuant to ARTICLE VI), as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date);; or (b) any material breach or non-fulfillment of any covenant, agreement or obligation to be performed by Sellers pursuant to this Agreement, the other Transaction Documents or any certificate delivered by Sellers pursuant to this Agreement; (c) any Excluded Asset or any Excluded Liability; or (d) any Third Party Claim based upon, resulting from or arising out of the business, operations, properties, assets or obligations of any Seller or any of its Affiliates Agreement (other than any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in ARTICLE VI, it being understood that the Purchased Assets sole remedy for any such breach, violation or Assumed Liabilities) conducted, existing or arising on or prior failure shall be pursuant to the Closing DateARTICLE VI).

Indemnification by Sellers. Subject to the other terms and conditions of this ARTICLE VIIArticle VIII, Sellers shall indemnify and defend each of Buyer and its Affiliates and their respective directors, officers, employees, successors or assigns 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: (a) any inaccuracy in or breach of any of the representations or warranties of Sellers contained in this Agreement, the other Transaction Documents or in any certificate or instrument delivered by or on behalf of Sellers pursuant to this Agreement, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date); (b) any material breach or non-fulfillment of any covenant, agreement or obligation to be performed by Sellers pursuant to this Agreement, the other Transaction Documents or any certificate or instrument delivered by or on behalf of Sellers pursuant to this Agreement; (c) any Excluded Asset or any Excluded Liability; or (d) any Third Party Claim third party claim based upon, resulting from or arising out of the business, operations, properties, assets or obligations of any Seller Sellers or any of its Affiliates (other than the Purchased Assets or Assumed Liabilities) conducted, existing or arising on or prior to the Closing Date.

Indemnification by Sellers. Subject to the other terms and conditions of this ARTICLE VIIArticle VIII, Sellers and Global Partners (including, without limitation, with respect to the Global GP Provisions), jointly and severally, shall indemnify and defend each Buyer and its their Affiliates and their respective directors, officers, employees, successors or assigns Representatives (collectively, the “Buyer Buyers 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 Buyers Indemnitees based upon, arising out of, with respect to or by reason of: (a) any inaccuracy in or breach of any of the representations or warranties of Sellers or Global GP contained in this Agreement, the other Transaction Documents or in any certificate or instrument delivered by or on behalf of Sellers or Global GP pursuant to this Agreement, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date); (b) any material breach or non-fulfillment of any covenant, agreement or obligation to be performed by Sellers or Global GP pursuant to this Agreement, the other Transaction Documents or any certificate or instrument delivered by or on behalf of Sellers or Global GP pursuant to this Agreement; (c) any Excluded Asset or any Excluded Liability; or (d) any Third Party Claim based upon, resulting from or arising out of the business, operations, properties, assets or obligations of any Seller Sellers or any of its their Affiliates (other than the Purchased Assets or Assumed Liabilities) conducted, existing or arising on or prior to the Closing Date.. {W5940181.1}

Indemnification by Sellers. Subject to the other terms and conditions of this ARTICLE VIIArticle VIII, Sellers shall indemnify and defend each of Buyer and its Affiliates (including Clearance) and their respective directors, officers, employees, successors or assigns 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: (a) any inaccuracy in or breach of any of the representations or warranties of Sellers contained in this Agreement, the other Transaction Documents Agreement or in any certificate or instrument delivered by or on behalf of Sellers pursuant to this AgreementAgreement (other than in respect of Section 3.13, it being understood that the sole remedy for any such inaccuracy in or breach thereof shall be pursuant to Article VI), as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date);; or (b) any material breach or non-fulfillment of any covenant, agreement or obligation to be performed by Sellers pursuant to this Agreement, the other Transaction Documents or any certificate delivered by Sellers pursuant to this Agreement; (c) any Excluded Asset or any Excluded Liability; or (d) any Third Party Claim based upon, resulting from or arising out of the business, operations, properties, assets or obligations of any Seller or any of its Affiliates Agreement (other than any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in Article VI, it being understood that the Purchased Assets sole remedy for any breach, violation or Assumed Liabilities) conducted, existing or arising on or prior failure of Article VI shall be pursuant to the Closing DateArticle VI).

Indemnification by Sellers. Subject to the other terms and conditions of this ARTICLE VIIArticle IX, Sellers shall indemnify and defend each of Buyer and its Affiliates (including the Company) and their respective directors, officers, employees, successors or assigns 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: (a) any inaccuracy in or breach of any of the representations or warranties of Sellers contained in this Agreement, the other Transaction Documents Agreement or in any certificate or instrument delivered by or on behalf of Sellers pursuant to this AgreementAgreement (other than in respect of Section 4.21, it being understood that the sole remedy for any such inaccuracy in or breach thereof shall be pursuant to Article VII), as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date);; and (b) any material breach or non-fulfillment of any covenant, agreement or obligation to be performed by Sellers pursuant to this Agreement, the other Transaction Documents or any certificate delivered by Sellers pursuant to this Agreement; (c) any Excluded Asset or any Excluded Liability; or (d) any Third Party Claim based upon, resulting from or arising out of the business, operations, properties, assets or obligations of any Seller or any of its Affiliates Agreement (other than any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in Article VII, it being understood that the Purchased Assets sole remedy for any such breach, violation or Assumed Liabilities) conducted, existing or arising on or prior failure shall be pursuant to the Closing DateArticle VII).

Indemnification by Sellers. Subject to the other terms and conditions of this ARTICLE VIIArticle VIII, Sellers shall indemnify and defend each of Buyer and its Affiliates and their respective directors, officers, employees, successors or assigns 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: (a) any inaccuracy in or breach of any of the representations or warranties of Sellers contained in this Agreement, the other Transaction Ancillary Documents or in any certificate or instrument delivered by or on behalf of Sellers pursuant to this Agreement, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date); (b) any material breach or non-fulfillment of any covenant, agreement agreement, or obligation to be performed by Sellers pursuant to this Agreement, the other Transaction Ancillary Documents or any certificate or instrument delivered by Sellers or on behalf of Seller pursuant to this Agreement; (c) any Excluded Asset or any Excluded Liability; or (d) any Third Party Claim third-party claim based upon, resulting from or arising out of the business, operations, properties, assets actions or obligations of any Seller Sellers or any of its their Affiliates (other than the Purchased Assets that were conducted on or Assumed Liabilities) conductedprior to, existing or arising claims that accrued on or prior to the Closing Date.

Indemnification by Sellers. Subject to the other terms and conditions of this ARTICLE VIIVIII, from and for two years after Closing, Sellers shall jointly and severally indemnify and defend each of Buyer and its Affiliates and their respective directors, officers, employees, successors or assigns Representatives (collectively, the “Buyer Indemnitees”) on a dollar-for-dollar basis 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: : (a) any inaccuracy in or breach of any of the representations or warranties of Sellers contained in this Agreement, the other Transaction Ancillary Documents or in any certificate or instrument delivered by or on behalf of Sellers pursuant to this Agreement, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date); ; (b) any material breach or non-fulfillment of any covenant, agreement or obligation to be performed by Sellers pursuant to this Agreement, the other Transaction Ancillary Documents or any certificate or instrument delivered by or on behalf of Sellers pursuant to this Agreement; ; or (c) any Excluded Asset or any Excluded Liability; or (d) any Third Party Claim based upon, resulting from or arising out of the business, operations, properties, assets or obligations of any Seller or any of its Affiliates (other than the Purchased Assets or Assumed Liabilities) conducted, existing or arising on or prior to the Closing Date.

Indemnification by Sellers. Subject to the other terms and conditions of this ARTICLE Article VII, Sellers each Seller, shall jointly and severally indemnify and defend each of Buyer and its Affiliates and their respective directors, officers, employees, successors or assigns 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: (a) any inaccuracy in or breach of any of the representations or warranties of Sellers such Seller contained in this Agreement, the other Transaction Documents Agreement or in any certificate or instrument delivered by Sellers or on behalf of such Seller pursuant to this Agreement, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date); (b) any material breach or non-fulfillment of any covenant, agreement or obligation to be performed by Sellers pursuant to this Agreement, the other Transaction Documents or any certificate delivered by Sellers such Seller pursuant to this Agreement; (c) any Excluded Asset inaccuracy in or breach of any Excluded Liability; orof the representations or warranties of the Company contained in this Agreement or in any certificate or instrument delivered by or on behalf of the Company pursuant to this Agreement, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date); (d) any Third Party Claim based upon, resulting from breach or arising out of the business, operations, properties, assets or obligations non-fulfillment of any Seller covenant, agreement or obligation to be performed by the Company pursuant to this Agreement; or (e) any of its Affiliates (other than the Purchased Assets or Assumed Liabilities) conducted, existing or arising matter referred to on or prior to the Closing DateSchedule 7.2(e).

Indemnification by Sellers. Subject to the other terms and conditions of this ARTICLE VIIX, Sellers Sellers, severally and not jointly (in accordance with their Pro Rata Portion), shall indemnify and defend each of Buyer and its Affiliates (including the Surviving Entity after the Closing) and their respective directors, officers, employees, successors or assigns 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: (a) any inaccuracy in or breach of any of the representations or warranties of the Company or the Sellers contained in this Agreement, the other Transaction Documents Agreement or in any certificate delivered by Sellers or on behalf of the Company pursuant to Sections 2.3(a)(i)-(iv) of this Agreement, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date); (b) any material breach or non-fulfillment of any covenant, agreement or obligation to be performed by Sellers pursuant to this Agreement, the other Transaction Documents Company or any certificate delivered by the Sellers pursuant to this Agreement; (c) any Excluded Asset or claim made by any Excluded LiabilitySeller relating to such Person’s rights with respect to the Merger Consideration; orand (d) any Third Party Claim based upon, resulting from or arising out of the business, operations, properties, assets or obligations of any Seller or any of its Affiliates (other than the Purchased Assets or Assumed Liabilities) conducted, existing or arising on or prior to the Closing DateDisclosed Litigation.