Agreement by Seller and the Stockholders to Indemnify Sample Clauses

Agreement by Seller and the Stockholders to Indemnify. Seller and each Stockholder agree jointly and severally to indemnify, defend and hold Purchaser harmless (subject to the limitations set forth in Section 9.1(e) below) from and against the aggregate of all Indemnifiable Damages (as defined below). (a) For purposes of this Agreement, "Indemnifiable Damages" means, without duplication, the aggregate of all losses incurred or suffered by Purchaser, on a pre-tax consolidated basis to the extent (i) resulting from any breach of a representation or warranty made by Seller or the Stockholders in or pursuant to this Agreement (provided, however, that for purposes of this indemnification, the representation and warranty contained in Section 3.17 of this Agreement shall be deemed to have been made without the qualification of knowledge), (ii) resulting from any breach of the covenants or agreements made by Seller or the Stockholders pursuant to this Agreement, or (iii) resulting from any inaccuracy in any certificate or environmental report delivered by Seller or the Stockholders pursuant to this Agreement. For purposes of this Agreement, the term "loss" shall mean any and all direct or indirect payments, obligations, assessments, losses, loss of income, liabilities, fines, penalties, costs and expenses paid or incurred, or diminutions in value of any kind or character (whether known or unknown, conditional or unconditional, choa▇▇ ▇▇ inchoate, liquidated or unliquidated, secured or unsecured, accrued, absolute, contingent or otherwise) that have occurred, including without limitation penalties, interest on any amount payable to a third party as a result of the foregoing and any legal or other expenses reasonably incurred in connection with investigating or defending any demands, claims, actions or causes of action that, if adversely determined, would likely result in losses, and all amounts paid in settlement of claims or actions. (b) Without limiting the generality of the foregoing, with respect to the measurement of Indemnifiable Damages, Purchaser shall have the right to be put in the same pre-tax consolidated financial position as Purchaser would have been in had each of the representations and warranties of Seller and the Stockholders hereunder been true and correct and had the covenants and agreements of Seller and the Stockholders hereunder been performed in full. (c) Each of the representations and warranties made by Seller and the Stockholders in this Agreement or pursuant hereto shall survive for a period...