Common use of Seller’s Indemnification Obligations Clause in Contracts

Seller’s Indemnification Obligations. Subject to the provisions of this Article X, from and after the Closing, Seller will indemnify, defend, protect and hold harmless Purchaser and the Company (“Purchaser Indemnitees”) for, from and against any and all Damages incurred by any Purchaser Indemnitee to the extent based upon, attributable to or resulting from: (a) any breach of any representation and warranty made to Purchaser by the Company or Seller in Article III or Seller in Article IV or made to Purchaser by the Company or Seller in any Transaction Document or any certificate delivered pursuant thereto; (b) any breach by Seller or, prior to the Closing, the Company of any of the covenants or agreements in this Agreement or any Transaction Document to be performed or complied with by Seller or, prior to the Closing, the Company; (c) any unpaid Indebtedness or Transaction Expenses that are not accounted for in the calculation of the Purchase Price (as finally determined in accordance with Article II); (d) any claim for indemnification made by any officer or director of the Company to the extent arising from any event that occurred prior to the Closing; or (e) any Excluded Liability.

Seller’s Indemnification Obligations. Subject to the provisions of limitations, terms and conditions set forth in this Article XVI, from and after the Closing, Seller will indemnifyhereby agrees to indemnify the Buyer and its Affiliates, defendand their respective officers, protect directors and hold harmless Purchaser and employees (the Company (“Purchaser IndemniteesBuyer Indemnified Parties”) for, against and agrees to hold each of them harmless from and against any and all Damages incurred or suffered by any Purchaser Indemnitee Buyer Indemnified Party arising out of, in any case without duplication: (i) any misrepresentation or breach of any Fundamental Representation (provided, that for purposes of determining a misrepresentation or breach of any such Fundamental Representation and for purposes of determining the amount of losses attributable thereto, any qualification or exception contained therein relating to the extent based uponmateriality or Material Adverse Effect or similar qualification shall be disregarded) (each, attributable to or resulting from: a “Fundamental Warranty Breach”); (aii) any breach or non-fulfillment of any representation and warranty made covenant, agreement or obligation pursuant to Purchaser by the Company or Seller in Article III or Seller in Article IV or made to Purchaser by the Company or Seller in any Transaction Document or any certificate delivered pursuant thereto; (b) any breach by Seller or, prior to the Closing, the Company of any of the covenants or agreements in this Agreement or any Transaction Document that by its terms is to be performed or complied with by Seller orafter the Closing Date; (iii) the assets, prior liabilities, rights, properties or businesses of Seller and its Affiliates, including any predecessor to Seller or its Affiliates (other than those related to the ClosingCompany) (collectively, the Company; (c) any unpaid Indebtedness or Transaction Expenses that are not accounted for in the calculation of the Purchase Price (as finally determined in accordance with Article II“Seller-Related Liabilities”); (d) any claim for indemnification made by any officer or director of the Company to the extent arising from any event that occurred prior to the Closing; or (e) any Excluded Liability.and

Seller’s Indemnification Obligations. Subject to Unless expressly described otherwise in this Agreement, the provisions of this Article X, from and after the Closing, Seller will indemnify, shall defend, protect indemnify and hold harmless Purchaser each of the Purchaser, its Affiliates, the Company, and their respective officers, directors, employees, agents, advisers and representatives (collectively, the Company (“Purchaser Indemnitees”"Purchaser’s Indemnities") forfrom, from against and against with respect to any and all Damages claims, liabilities, losses, damages, costs and expenses (including interest, penalties and reasonable attorneys' and accountants' fees and disbursements reasonably incurred in defending any of the foregoing or in asserting, preserving or enforcing any rights under this Agreement), whether or not resulting from third-party claims, as determined by a final judgment (each of the foregoing a "Loss", and collectively "Losses"), arising out of or as a result of: 1.1 any Purchaser Indemnitee material inaccuracy of any representation or warranty made by the Seller in this Agreement; 1.2 any material breach of any covenant or obligation of Seller in this Agreement; and 1.3 any catastrophic warranty or similar warranty claim, action, litigation, investigation or proceeding arising out of the sale or service of any goods or products by the Company prior to the date hereof, to the extent based uponthat, attributable to or resulting from: (a) any breach of any representation and warranty made to Purchaser by the Company or Seller in Article III or Seller in Article IV or made to Purchaser by the Company or Seller in any Transaction Document or any certificate delivered pursuant thereto; (b) any breach by Seller or, prior with regard to the Closingforegoing paragraph 1.1 the Seller has acted, the Company of any of the covenants or agreements in this Agreement or any Transaction Document to be performed or complied and with by Seller or, prior regard to the Closing, foregoing paragraph 1.2 the Company; (c) Seller has not reflected any unpaid Indebtedness or Transaction Expenses that are not accounted for risk in the calculation of the Purchase Price (as finally determined in accordance Financial Statements, intentionally or with Article II); (d) any claim for indemnification made by any officer or director of the Company to the extent arising from any event that occurred prior to the Closing; or (e) any Excluded Liabilitygross negligence.