Indemnification by PI Sample Clauses

Indemnification by PI. Subject to the limitations set forth in this Article VII, PI agrees to indemnify Purchasers and their Affiliates (including the Company) and their respective officers, directors, employees, agents and representatives (the “Purchaser Indemnified Parties”) against, and agrees to hold each of them harmless from, any and all Losses incurred or suffered by them incident to, resulting from or in any way arising out of or in connection with any of the following (in each case so long as notice of a claim for indemnification is made in good faith within any applicable survival period): (a) any breach of or any inaccuracy in any representation or warranty made by PI in this Agreement or any Ancillary Document; or (b) any breach of or failure by PI to perform any covenant or obligation of PI contained in this Agreement or in any Ancillary Document; or (c) all Taxes of the Company with respect to any Pre-Closing Tax Period, including the pre-Closing portion of any Straddle Period without regard to my disclosure set forth on Schedule 2.2(q); or (d) any claims made against the Company by TIBCO Software Inc. or its Affiliates with respect to the Company’s failure to pay any royalties, license fees or other fees attributable to TIBCO software incorporated into the Company’s products or provided to the Company’s customers prior to the Closing Date (the“TIBCO Obligations ”); or (e) any claims made against the Company in connection with the Pension Plan for Employees of Positron Industries Inc. (the “Pension Plan Liabilities ”).