Common use of Indemnification by Sellers Clause in Contracts

Indemnification by Sellers. Subject to the other terms and conditions of this Article VIII, Sellers shall jointly and severally indemnify and defend each of Buyer and its Affiliates 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 VIIIIX, 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 ARTICLE VIII, Sellers each Seller, severally and not jointly, 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 ARTICLE VIII, the Sellers shall shall, jointly and severally indemnify severally, indemnify, defend and defend each of hold harmless Buyer and its Affiliates 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 VIII8, Sellers shall jointly and severally indemnify and defend each of Buyer and its Affiliates 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 VIII, Sellers shall each Seller shall, jointly and severally 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 VIII, Sellers all Sellers, on a joint and several basis, shall jointly and severally indemnify and defend each of Buyer and its Affiliates 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 VIIIIX, Sellers shall (jointly and severally severally) shall indemnify and defend each of Buyer Buyer, Parent and its their Affiliates 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 VIII, Sellers shall jointly and severally indemnify and defend each of Buyer and its Affiliates (including Brio) 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 VIII, Sellers shall jointly and severally indemnify and defend each of Buyer and its Affiliates (including the Acquired 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. Subject to the other terms and conditions of this Article VIIIARTICLE VII, Sellers shall jointly and severally indemnify and defend each of Buyer and its Affiliates 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 VIII, 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 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 VIIIIX, 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 VIIIARTICLE IX, the Sellers shall shall, jointly and severally severally, indemnify and defend each of the Buyer and its Affiliates 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 VIII, Sellers each Seller shall jointly and severally 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 VIII, Sellers shall jointly and severally indemnify and defend each of Buyer and its Affiliates (including Clearance) 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 VIIIARTICLE VII, Sellers shall shall, jointly and severally severally, indemnify and defend each of Buyer and its Affiliates (including the Company 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 ARTICLE VIII, Sellers shall Sellers, jointly and severally 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 VIII, Sellers shall jointly and severally indemnify and defend each of Buyer and its Affiliates 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 VIIIIX, after the Closing, Sellers shall shall, jointly and severally 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 VIII, Sellers shall jointly and severally indemnify and defend each of Buyer and its Affiliates 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 VIIIARTICLE IX, Sellers shall jointly and severally indemnify and defend each of Buyer and its Affiliates (including the Company 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. (a) Subject to the other terms and conditions of this Article VIIIIX, Sellers shall the Key Sellers, jointly and severally 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 VIII, 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 VIIIVII, the Sellers shall jointly and severally indemnify and defend each of Buyer and its Affiliates 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 VIII, Sellers shall shall, jointly and severally 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 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 VIIIVII, Sellers Xxxxxx and PLYF, each shall jointly and severally 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 VIIIARTICLE VII, Sellers shall jointly defend, indemnify, and severally indemnify and defend each of Buyer and hold harmless Buyer, its Affiliates Affiliates, and their respective Representatives (collectivelydirectors, the “Buyer Indemnitees”) againstmanagers, officers, and shall hold each of them harmless employees 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 VIII, Sellers shall jointly and severally indemnify and defend each of Buyer and its Affiliates (including Viagoo) 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 VIIIVII, Sellers shall shall, jointly and severally 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 VIIIVII, 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 to, or by reason of:

Indemnification by Sellers. Subject to the other terms and conditions of this Article VIIIARTICLE VII, Sellers shall shall, jointly and severally 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 VIIIARTICLE VII, Sellers shall shall, jointly and severally 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 VIII, Sellers shall Sellers, jointly and severally severally, shall indemnify and defend each of Buyer and its Affiliates 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 VIII, Sellers shall Sellers, jointly and severally (at Buyer’s discretion), shall indemnify and defend each of Buyer and its Affiliates 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 VIIIARTICLE VII, Sellers shall 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 ARTICLE VIII, 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:

Indemnification by Sellers. Subject to the other terms and conditions of this Article ARTICLE 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 VIII, Sellers shall and the Principal Members, jointly and severally severally, shall indemnify and defend each of Buyer and its Affiliates 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 VIII, 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 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 VIIIVII, 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 VIIIARTICLE VII, 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 to, or by reason of:

Indemnification by Sellers. Subject to the other terms and conditions of this Article VIII, Sellers shall shall, jointly and severally severally, indemnify and defend each of Buyer and its Affiliates 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 VIII, Sellers shall jointly and each Seller shall, severally but not jointly, indemnify and defend each of Buyer and its Affiliates 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 VIIIIX, Sellers shall Sellers, jointly and severally severally, shall indemnify and defend each of Buyer and its Affiliates (including, after Closing, the 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 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 VIII, Sellers shall shall, jointly and severally severally, indemnify and defend each of Buyer and its Affiliates (including Target) 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 VIIIVII, Sellers each Seller shall jointly and severally indemnify and defend defend, severally but not jointly (based 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 ARTICLE VIII, Sellers shall Sellers, jointly and severally severally, shall indemnify and defend each of Buyer and its Affiliates (including the Company and each Subsidiary) 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 VIIIIX, Sellers the Seller shall jointly and severally indemnify and defend each of Buyer Buyer, its officers, directors and Affiliates (including the Seller and its Affiliates 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 VIII, Sellers shall each Seller shall, jointly and severally 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 VIIIVII, Sellers shall jointly contribute toward indemnifying and severally indemnify and defend each of defending the Buyer and its Affiliates 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 VIII, each of Sellers shall jointly and severally indemnify and defend each member of Buyer Group and its Affiliates 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 of this Article ARTICLE 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 VIIIARTICLE VII, Sellers shall shall, jointly and severally severally, indemnify and defend each of Buyer and its Affiliates and their respective Representatives (including 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:

Indemnification by Sellers. Subject to the other terms and conditions of this Article VIIIIX, Sellers shall jointly and severally defend, indemnify and defend each of Buyer and hold harmless Buyer, its Affiliates 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 VIIIIX, 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:

Indemnification by Sellers. Subject to the other terms and conditions of this Article 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 ARTICLE VIII, Sellers shall jointly and severally indemnify and defend each of Buyer and its Affiliates 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 VIIIVI, Sellers shall shall, jointly and severally severally, indemnify and defend each of Buyer and its Affiliates 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 provisions of this Article VIIIIX, the Sellers shall shall, jointly and severally severally, indemnify and defend each of Buyer and its Affiliates 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: