Obligation of the Buyer to Indemnify. The Buyer agrees to indemnify, defend and hold harmless the Sellers from and against any Losses based upon, arising out of or otherwise in respect of any inaccuracy in or any breach of any representation, warranty, covenant or agreement of the Buyer contained in this Agreement or in any agreement, certificate, document or other instrument delivered by the Buyer pursuant to this Agreement.
Obligation of the Buyer to Indemnify. Subject to the limitations contained in this Article 8, the Buyer shall defend, indemnify and hold the Seller and its officers, directors, partners, employees, counsel, agents, Affiliates and assigns (collectively, the "Seller Indemnitees") harmless from and against any and all Losses asserted against, imposed upon or incurred by the Seller Indemnitees, or any of them, by reason of or resulting from, arising out of, based upon or otherwise in respect of:
Obligation of the Buyer to Indemnify. Subject to the limitations contained in this Clause 9, the Buyer agrees to indemnify, defend and hold harmless the Sellers from and against all direct, indirect or consequential losses suffered or based upon any breach of any of the Buyer's Warranties or any covenant or agreement of the Buyer contained in this Agreement. The Buyer shall not be liable for any indirect or consequential losses. Back to Contents
Obligation of the Buyer to Indemnify. Subject to the limitations contained in Sections 8.1 and 8.5, the Buyer agrees to, and, from and after the Closing, agrees to cause each of the Transferred Companies to, indemnify, defend and hold harmless the Sellers and their respective directors, officers, employees, shareholders, partners, members, Affiliates, successors, assigns, consultants, accountants, counsel, advisors and other agents or representatives (collectively, the "Indemnified Seller Parties") from and against all Losses based upon, arising from or relating to:
Obligation of the Buyer to Indemnify. Subject to the limitations set forth in Section 10.5 (Limitations on Indemnification; Other Remedies) hereof, as an integral term of this Agreement, the Buyer shall indemnify and hold harmless the Stockholders from and against any and all Losses incurred or suffered by any Stockholders directly or indirectly, as a result of, with respect to or in connection with: (a) any inaccuracy or breach of a representation or warranty of the Buyer in this Agreement or any certificate, document or other instrument delivered by or on behalf of the Buyer pursuant hereto (disregarding for purposes of this Section 10.3 any “material”, “in all material respects”, “Material Adverse Effect”, or similar qualifiers, both for purposes of determining whether a representation or warranty is inaccurate or has been breached and for purposes of calculating Losses); (b) any failure by the Buyer to perform or comply with any covenant or agreement set forth herein or in any certificate, document or other instrument delivered by such party pursuant to this Agreement; and (c) any Fraud by the Buyer. 10.4
Obligation of the Buyer to Indemnify. (a) The Seller shall be entitled to rely fully upon the representations, warranties, covenants and agreements of the Buyer contained in this Agreement. All such representations, warranties, covenants and agreements shall survive the execution and delivery of this Agreement and the Closing hereunder.
Obligation of the Buyer to Indemnify. Subject to the limitations set forth in Section 11.5 (Limitations on Indemnification; Other Remedies) hereof, after the Effective Time, as an integral term of the Merger, the Buyer shall indemnify and hold harmless the Securityholders from and against any and all Losses incurred or suffered by any Securityholder directly or indirectly, as a result of, with respect to or in connection with any breach or violation of the representations, warranties, covenants or agreements of the Buyer, the Merger Sub or, subsequent to the Effective Time, the Surviving Corporation set forth in this Agreement.
Obligation of the Buyer to Indemnify. The Buyer shall indemnify, defend and hold harmless the Seller and its directors, officers, employees, affiliates and assigns from and against any actual losses, liabilities, damages, deficiencies, costs or expenses (including interest, penalties and reasonable attorneys' fees and disbursements) (the "Losses") based upon, arising out of or otherwise due to: (I) any breach of any representation, warranty, covenant or agreement of the Buyer or Xx. Xxxxxx contained in this Agreement or in any document or other writing delivered to the Seller as a part of the transactions contemplated hereby; and (ii) any liability or obligation not assumed by the Seller herein.
Obligation of the Buyer to Indemnify. Subject to the limitations set forth in Section 10.4 (Limitations on Indemnification; Other Remedies) hereof, as an integral term of this Agreement, the Buyer shall indemnify and hold harmless the Members and their respective directors, officers, employees, partners, members, agents, Affiliates and assigns (the “Member Indemnitees”) from and against any and all Losses incurred or suffered by any Member Indemnitee directly or indirectly, as a result of, with respect to or in connection with:
Obligation of the Buyer to Indemnify. The Buyer agrees to indemnify, defend and hold harmless the Company and the Stockholders (and its directors, officers, affiliates, successors and assigns)from and against any Losses based upon, arising out of or otherwise in respect of any inaccuracy in or any breach of any representation, warranty, covenant or agreement of the Buyer contained in this Agreement.
