Common use of INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLER Clause in Contracts

INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLER. Seller will indemnify and hold harmless Buyer, its officers, employees, agents, directors, representatives, stockholders, controlling persons, and affiliates (collectively, the "Buyer Indemnified Persons") for, and will pay to Buyer Indemnified Persons the amount of, any loss, liability, claim, damage (including incidental and consequential damages), expense (including costs of investigation and defense and reasonable attorneys' fees) or diminution of value, whether or not involving a third-party claim, arising, directly or indirectly, from or in connection with: (a) any material breach of any representation or warranty made by Seller in this Agreement or any other certificate or document delivered by Seller pursuant to this Agreement; (b) any federal, state or local tax or fee incurred, accrued, or assessed in connection with the Medical Assets or the Business with respect to any period prior to the Closing; (c) any liability or obligation related to or in connection with the Medical Assets or the Business which are or were incurred with respect to any period prior to the Closing or which relate to the operation of the Business with respect to any period prior to the Closing; (d) any claims brought by AECOM due to the failure to obtain the consent of AECOM to the transactions contemplated by this Agreement as contemplated by Section 7.7; or

INDEMNIFICATION AND PAYMENT OF DAMAGES BY SELLER. Seller will indemnify and hold harmless Buyer, its officers, employees, agents, directors, representatives, stockholders, controlling persons, and affiliates (collectively, the "Buyer Indemnified PersonsBUYER INDEMNIFIED PERSONS") for, and will pay to Buyer Indemnified Persons the amount of, any loss, liability, claim, damage (including incidental and consequential damages), expense (including costs of investigation and defense and reasonable attorneys' fees) or diminution of value, whether or not involving a third-party claim, arising, directly or indirectly, from or in connection with: (a) any material breach of any representation or warranty made by Seller in this Agreement or any other certificate or document delivered by Seller pursuant to this Agreement; (b) any federal, state or local tax or fee incurred, accrued, or assessed in connection with the Medical Assets or the Business with respect to any period prior to the Closing; (c) any liability or obligation related to or in connection with the Medical Assets or the Business Business, including those liabilities and obligations set forth on Schedule G or as otherwise disclosed to Buyer, which are or were incurred with respect to any period prior to the Closing or which relate to the operation of the Business with respect to any period prior to the Closing;; or (d) any claims brought breach by AECOM due Seller of any covenant or obligation of Seller in this Agreement. The remedies provided in this Section 10.1 will not be exclusive of or limit any other remedies that may be available to the failure to obtain the consent of AECOM to the transactions contemplated by this Agreement as contemplated by Section 7.7; orBuyer or other Buyer Indemnified Persons.