Common use of By the Seller Parties Clause in Contracts

By the Seller Parties. From and after the Closing Date, the Seller Parties, jointly and severally, shall indemnify and hold harmless each of Parent and the Buyer and (if any) their respective successors and assigns, and their respective officers, directors, employees, stockholders, agents, Affiliates and any Person who controls any of such Persons within the meaning of the Securities Act or the Exchange Act (each, an "Indemnified Buyer Party") from and against any liabilities, claims, demands, judgments, losses, costs, damages or expenses whatsoever (including reasonable "attorneys", "consultants" and other professional fees and disbursements of every kind, nature and description incurred by such Indemnified Buyer Party in connection therewith, including consequential and punitive damages) (collectively, "Damages") that such Indemnified Buyer Party may sustain, suffer or incur and that result from, arise out of or relate to (a) any breach of any of the representations, warranties, covenants or agreements of a Seller Party contained in this Agreement, (b) any Unassumed Liability, (c) any Liability arising out of or related to the actual or constructive termination of any employee by Seller or the LLC, 37 39 (d) any Liability arising out of employment-related claims relating to, or arising out of, the continued employment of employees by the Seller or the LLC (i.e., those who have not accepted employment with the Buyer as of the Closing Date), and (e) any Liability of the Seller or the LLC relating to any Excluded Asset.

By the Seller Parties. From and after the Closing Date, Each of the Seller Parties, jointly and severally, shall indemnify indemnify, save and hold harmless each of Parent Acquiror, its stockholders, Affiliates and the Buyer subsidiaries and (if any) their respective successors and assigns, its and their respective officersRepresentatives (collectively, directorsthe "Acquiror Indemnitees"), employees, stockholders, agents, Affiliates and any Person who controls any of such Persons within the meaning of the Securities Act or the Exchange Act (each, an "Indemnified Buyer Party") from and against any liabilitiesand all costs, losses (including, without limitation, diminution in value), Taxes, Liabilities, obligations, damages, lawsuits, deficiencies, claims, demands, judgmentsand expenses (whether or not arising out of third-party claims), lossesincluding, costswithout limitation, interest, penalties, costs of mitigation, losses in 42 connection with any Environmental Law (including, without limitation, any clean-up or remedial action), Liabilities arising under or relating to the Employee Plans or employees or former employees of Seller, lost profits and other losses resulting from any shutdown or curtailment of operations, damages or expenses whatsoever (including reasonable "to the environment, attorneys", "consultants" and other professional ' fees and disbursements all amounts paid in investigation, defense or settlement of every kind, nature and description incurred by such Indemnified Buyer Party in connection therewith, including consequential and punitive damages) any of the foregoing (collectivelyherein, "Damages") that such Indemnified Buyer Party may sustain), suffer incurred in connection with, arising out of, resulting from or incur and that result from, arise out of or relate incident to (ai) any breach of any representation or warranty or the inaccuracy of any representation made by any of the representations, warranties, covenants or agreements of a Seller Party contained Parties in this Agreement, ; (bii) any Unassumed breach of any covenant or agreement made by any of the Seller Parties in this Agreement; (iii) any Excluded Liability; (iv) any Damages arising prior to the Closing Date of any nature (absolute, accrued, contingent or otherwise) of Seller, or any ERISA Affiliate of Seller arising under or related to any Employee Plan; (cv) any product shipped or manufactured by, or any services provided by Seller prior to the Closing Date; (vi) any Liability arising out (other than the Assumed Liabilities) imposed upon Acquiror by reason of or related to Acquiror's status as transferee of the actual or constructive termination of any employee by Seller Business or the LLC, 37 39 Assets; (dvii) any Liability (other than the Assumed Liabilities) imposed upon the Acquiror Indemnitees by reason of and to the extent arising out from Seller's conduct of employment-related claims relating to, the Business on or arising out of, the continued employment of employees by the Seller or the LLC (i.e., those who have not accepted employment with the Buyer as of prior to the Closing Date), and ; or (eviii) any Liability 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 of the Seller Parties (or the LLC relating to any Excluded AssetPerson acting on their behalf) in connection with any transactions contemplated by this Agreement.

By the Seller Parties. From and after the Closing Date, Each of the Seller Parties, jointly and severally, shall indemnify indemnify, save and hold harmless each of Parent Acquiror, its stockholders, Affiliates and the Buyer subsidiaries and (if any) their respective successors and assigns, its and their respective officersRepresentatives (collectively, directorsthe "Acquiror Indemnitees"), employees, stockholders, agents, Affiliates and any Person who controls any of such Persons within the meaning of the Securities Act or the Exchange Act (each, an "Indemnified Buyer Party") from and against any liabilitiesand all costs, losses (including, without limitation, diminution in value), Taxes, Liabilities, obligations, damages, lawsuits, deficiencies, claims, demands, judgmentsand expenses (whether or not arising out of third-party claims), lossesincluding, costswithout limitation, interest, penalties, costs of mitigation, losses in connection with any Environmental Law (including, without limitation, any clean-up or remedial action), Liabilities arising under or relating to the Employee Plans or employees or former employees of Seller, lost profits and other losses resulting from any shutdown or curtailment of operations, damages or expenses whatsoever (including reasonable "to the environment, attorneys", "consultants" and other professional ' fees and disbursements all amounts paid in investigation, defense or settlement of every kind, nature and description incurred by such Indemnified Buyer Party in connection therewith, including consequential and punitive damages) any of the foregoing (collectivelyherein, "Damages") that such Indemnified Buyer Party may sustain), suffer incurred in connection with, arising out of, resulting from or incur and that result from, arise out of or relate incident to (ai) any breach of any representation or warranty or the inaccuracy of any representation made by any of the representations, warranties, covenants or agreements of a Seller Party contained Parties in this Agreement, ; (bii) any Unassumed breach of any covenant or agreement made by any of the Seller Parties in this Agreement; (iii) any Excluded Liability; (iv) any Damages arising prior to the Closing Date of any nature (absolute, accrued, contingent or otherwise) of Seller, or any ERISA Affiliate of Seller arising under or related to any Employee Plan; (cv) any product shipped or manufactured by, or any services provided by Seller prior to the Closing Date; (vi) any Liability arising out (other than the Assumed Liabilities) imposed upon Acquiror by reason of or related to Acquiror's status as transferee of the actual or constructive termination of any employee by Seller Business or the LLC, 37 39 Assets; (dvii) any Liability (other than the Assumed Liabilities) imposed upon the Acquiror Indemnitees by reason of and to the extent arising out from Seller's conduct of employment-related claims relating to, the Business on or arising out of, the continued employment of employees by the Seller or the LLC (i.e., those who have not accepted employment with the Buyer as of prior to the Closing Date), and ; or (eviii) any Liability 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 of the Seller Parties (or the LLC relating to any Excluded AssetPerson acting on their behalf) in connection with any transactions contemplated by this Agreement.

By the Seller Parties. From and after the Closing Date, the Seller Parties, jointly and severally, shall indemnify indemnify, defend, and hold harmless each of Parent and the Buyer and its respective successors and assigns (if any) their respective successors and assigns), and their respective officers, directors, employees, stockholdersshareholders, agents, Affiliates Affiliates, and any Person who controls any of such Persons within the meaning of the Securities Act or the Exchange Act (each, an "“Indemnified Buyer Party"”) from and against any liabilitiesLiabilities, claims, demands, judgments, losses, costs, damages damages, or expenses whatsoever (including reasonable "attorneys"’, "consultants" ’, and other professional fees and disbursements of every kind, nature nature, and description incurred by such Indemnified Buyer Party in connection therewith, including but excluding consequential and punitive damages and similar damages) (collectively, "“Damages"”) that such Indemnified Buyer Party may sustain, suffer suffer, or incur and that result from, arise out of of, or relate to (a) any breach of any of the representations, warranties, covenants covenants, or agreements of a the Seller Party Parties contained in this AgreementAgreement or in the Closing Certificates, (b) any Unassumed LiabilityEnvironmental Condition alleged to have occurred on or before the Closing, (c) any Liability arising out of or related to the actual or constructive termination of any employee by Seller or the LLCExcluded Liability, 37 39 (d) any Liability arising out of employment-related claims relating tothe Seller involving Taxes due and payable by, or arising out of, the continued employment of employees by imposed with respect to the Seller for any and all taxable periods ending on or the LLC (i.e., those who have not accepted employment with the Buyer as of prior to the Closing DateDate (whether or not such Taxes have been due and payable), and (e) any Liability of the Seller or the LLC relating to involving any Excluded Asset, (f) any Indebtedness (other than the Crestmark Note), (g) any Payment Accelerations, (h) any of the matters set forth in Section 12.

By the Seller Parties. From and after the Closing Date, the Seller Parties, jointly and severally, shall indemnify and hold harmless each of Parent VERT and the Buyer and (if any) their respective successors and assigns, and their respective officers, directors, employees, stockholders, agents, Affiliates and any Person who controls any of such Persons within the meaning of the Securities Act or the Exchange Act (each, an "Indemnified Buyer Party") from and against any liabilities, claims, demands, judgments, losses, costs, damages or expenses whatsoever (including reasonable "attorneys", "consultants" and other professional fees and disbursements of every kind, nature and description incurred by such Indemnified Buyer Party in connection therewith, including consequential and punitive damages) net of any insurance proceeds received by the Buyer (provided that the Buyer shall have no obligation to claim the right to coverage under any insurance policy to which the Buyer is not listed as an insured) (collectively, "Damages") that such Indemnified Buyer Party may sustain, suffer or incur and that result from, arise out of or relate to (a) any breach of any of the representations, warranties, covenants or agreements of a Seller Party contained in this Agreement, (b) any Unassumed Liability, (c) any Liability arising out of or related to the actual or constructive termination of any employee by Seller or the LLC, 37 39 (d) any Liability arising out of employment-related claims relating to, or arising out of, the continued employment of employees by the Seller or the LLC (i.e., those who have not accepted employment with the Buyer as of by the Closing Date)) and (d) any Liability of the Seller involving any Excluded Asset, and (e) any Liability liability arising out of or related to the Seller or NECX 401(k) Savings Plan including, without limitation, the LLC relating to any Excluded Assetitems disclosed in Disclosure Schedule 4.21(b).

By the Seller Parties. From and after the Closing Date, Each of the Seller Parties, jointly and severally, shall indemnify indemnify, save and hold harmless each of Parent the Acquiror Parties, their Affiliates and the Buyer and (if any) their respective successors and assigns, subsidiaries and their respective officersRepresentatives (collectively, directorsthe "Acquiror Indemnitees"), employees, stockholders, agents, Affiliates and any Person who controls any of such Persons within the meaning of the Securities Act or the Exchange Act (each, an "Indemnified Buyer Party") from and against any liabilitiesand all costs, losses (including, without limitation, diminution in value), Taxes, Liabilities, obligations, damages, lawsuits, deficiencies, claims, demands, judgmentsand expenses (whether or not arising out of third-party claims), lossesincluding, costswithout limitation, interest, penalties, costs of mitigation, losses in connection with any Environmental Law (including, without limitation, any clean-up or remedial action), Liabilities arising under or relating to the Employee Plans or employees or former employees of Seller, lost profits and other losses resulting from any shutdown or curtailment of operations, damages or expenses whatsoever (including reasonable "to the environment, attorneys", "consultants" and other professional ' fees and disbursements all amounts paid in investigation, defense or settlement of every kind, nature and description incurred by such Indemnified Buyer Party in connection therewith, including consequential and punitive damages) any of the foregoing (collectivelyherein, "Damages") that such Indemnified Buyer Party may sustain), suffer incurred in connection with, arising out of, resulting from or incur and that result from, arise out of or relate incident to (ai) any breach of any representation or warranty or the inaccuracy of any representation made by any of the representations, warranties, covenants or agreements of a Seller Party contained Parties in this Agreement, ; (bii) any Unassumed breach of any covenant or agreement made by any of the Seller Parties in this Agreement; (iii) any Excluded Liability; (iv) any Damages arising prior to the Closing Date of any nature (absolute, accrued, contingent or otherwise) of Seller, or any ERISA Affiliate of Seller arising under or related to any Employee Plan; (cv) any product shipped or manufactured by, or any services provided by Seller prior to the Closing Date; (vi) any Liability arising out (other than the Assumed Liabilities) imposed upon Acquiror by reason of or related to Acquiror's status as transferee of the actual or constructive termination of any employee by Seller Business or the LLC, 37 39 Assets; (dvii) any Liability (other than the Assumed Liabilities) imposed upon the Acquiror Indemnitees by reason of and to the extent arising out from Seller's conduct of employment-related claims relating to, the Business on or arising out of, the continued employment of employees by the Seller or the LLC (i.e., those who have not accepted employment with the Buyer as of prior to the Closing Date), and ; or (eviii) any Liability 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 of the Seller Parties (or the LLC relating to any Excluded AssetPerson acting on their behalf) in connection with any transactions contemplated by this Agreement.