PURCHASER'S INDEMNITY OBLIGATIONS. Purchaser shall indemnify and hold harmless the Company (before the Closing), Compost and the Company's (before the Closing) and Compost's officers, directors, stockholders, employees, agents, representatives and Affiliates (each a "Seller Indemnified Party") from and against any and all Indemnified Amounts paid, imposed on or incurred by a Seller Indemnified Party, directly or indirectly, (i) relating to, resulting from or arising out of (a) any breach or misrepresentation in any of the representations and warranties made by or on behalf of Purchaser in this Agreement or any certificate or instrument contemplated by and delivered in connection with this Agreement or (b) any violation or breach by Purchaser of or default by Purchaser under the terms of this Agreement or any certificate or instrument contemplated by and delivered in connection with this Agreement, or (ii) relating to, resulting from or arising out of any allegation of a third party of the events described in Sections 10.2(a) or (b) above.
PURCHASER'S INDEMNITY OBLIGATIONS. Purchaser shall indemnify and hold Seller (including its officers, directors and agents) harmless from and against any and all Indemnified Amounts incurred by Seller, as the case may be, as a result of (a) any breach or misrepresentation in any of the representations and warranties made by or on behalf of Purchaser in this Agreement, (b) any violation or breach by Purchaser of or default by Purchaser under the terms of this Agreement, (c) except for liabilities and obligations retained by Seller pursuant to this Agreement, any act or omission occurring after the Closing Date by Purchaser with respect to the Acquisition Assets.
PURCHASER'S INDEMNITY OBLIGATIONS. Purchaser shall indemnify and hold harmless Seller and Seller's officers, directors, employees, agents, representatives and Affiliates (each a "SELLER INDEMNIFIED PARTY") from and against any and all Indemnified Amounts incurred by a SELLER INDEMNIFIED PARTY as a result of (a) any breach or misrepresentation in any of the representations and warranties made by or on behalf of Purchaser in this Agreement or any certificate or instrument delivered in connection with this Agreement, (b) any violation or breach by Purchaser of or default by Purchaser under the terms of this Agreement or any certificate or instrument delivered in connection with this Agreement, or (c) the Assumed Liabilities.
PURCHASER'S INDEMNITY OBLIGATIONS. Purchaser shall indemnify and hold harmless the Sellers and the Sellers' agents, representatives and Affiliates (each a "Sellers Indemnified Party") from and against any and all Indemnified Amounts incurred by a Sellers Indemnified Party as a result of (a) any breach or misrepresentation in any of the representations and warranties made by or on behalf of Purchaser in this Agreement or any certificate or instrument delivered in connection with this Agreement, or (b) any violation or breach by Purchaser of or default by Purchaser under the terms of this Agreement or any certificate or instrument delivered in connection with this Agreement.
PURCHASER'S INDEMNITY OBLIGATIONS. Purchaser shall indemnify and hold harmless the Shareholders and each of the Shareholders' agents, representatives and Affiliates (each a "Shareholder Indemnified Party") from and against any and all Indemnified Amounts incurred by a Shareholder Indemnified Party as a result of (a) relating to, resulting from or arising out of (i) any breach or misrepresentation in any of the representations and warranties made by or on behalf of Purchaser in this Agreement or any certificate or instrument delivered in connection with this Agreement, or (ii) any violation or breach by Purchaser of, or default by Purchaser under, any of the covenants made by Purchaser in this Agreement or any certificate or instrument delivered in connection with this Agreement, or (b) relating to, resulting from or arising out of any allegation of a third party of the events described in Sections 8.2(a)(i) and (ii) above.
PURCHASER'S INDEMNITY OBLIGATIONS. Purchaser shall indemnify and hold harmless the Shareholders and the Shareholders' agents, representatives and Affiliates (each a "Shareholders' Indemnified Party") from and against any and all Indemnified Amounts incurred by a Shareholders' Indemnified Party as a result of (a) any breach or misrepresentation in any of the representations and warranties made by or on behalf of Purchaser in this Agreement or any certificate or instrument delivered in connection with this Agreement, (b) any violation or breach by Purchaser of or default by Purchaser under the terms of this Agreement or any certificate or instrument delivered in connection with this Agreement, or (c) any claims for events occurring after the Closing relating to the Shareholders personal guaranties of the performance bonds posted in regard to the surety obligations listed on Schedule 3.4(b)(iv).
PURCHASER'S INDEMNITY OBLIGATIONS. Purchaser shall defend, indemnify and hold harmless Supplier and its Affiliates, and their respective successors and permitted assigns (and the respective officers, directors, stockholders, partners and employees of each) from and against any and all Damages arising out of (a) any breach by Purchaser or its Affiliates of this Agreement, or (b) any claim that Purchaser’s entering into or performing the terms of this Agreement breach or violate any third party rights or Applicable Laws or (c) the gross negligence or willful misconduct of Purchaser or (d) any product liability claims related to the Product, except in each case to the extent such Damages arise from any matter for which Supplier has agreed to indemnify Purchaser for pursuant to Section 7.1 above.
PURCHASER'S INDEMNITY OBLIGATIONS. Purchaser shall indemnify and hold harmless Seller and Seller's officers, directors, employees, agents, representatives and Affiliates (each a "SELLER INDEMNIFIED PARTY") from and against any and all Indemnified Amounts incurred by a Seller Indemnified Party as a result of (a) any breach or misrepresentation in any of the representations and warranties made by or on behalf of Purchaser in this Agreement or any certificate or instrument delivered in connection with this Agreement, (b) any violation or breach by Purchaser of or default by Purchaser under the terms of this Agreement or any certificate or instrument delivered in connection with this Agreement, (c) except for liabilities and obligations retained by Seller pursuant to this Agreement, any act or omission by Purchaser or any officer, director, employee, agent or representative of Purchaser occurring after Closing Date with respect to the Business or the Acquisition Assets (including any claim by a third party, including employees and Inmates, arising out of any act or omission by Purchaser or any officer, director, employee, agent or representative of Purchaser occurring after Closing Date with respect to the Business or the Acquisition Assets), or (d) any liabilities or obligations of Seller expressly assumed by Purchaser pursuant to this Agreement.
PURCHASER'S INDEMNITY OBLIGATIONS. Purchaser shall indemnify and hold Seller (including its officers, directors, employees and agents) harmless from and against any and all Indemnified Amounts incurred by Seller as a result of (a) any breach or misrepresentation in any of the representations and warranties made by or on behalf of Purchaser in this Agreement, (b) any violation or breach by Purchaser of or default by Purchaser under the terms of this Agreement or (c) any act or omission occurring after the Closing Date by Purchaser with respect to the Acquisition Assets.
PURCHASER'S INDEMNITY OBLIGATIONS. During the Term of this Agreement and at all times thereafter, Purchaser shall defend, indemnify, and hold the Company harmless from any and all Bodily Injury and Property Damage Loss(es) to the extent such Bodily Injury and Property Damage Loss(es) result(s) from the negligent acts or omissions of Purchaser or Purchaser’s subcontractors, agents, employees, partners or their successors and assigns (“Purchaser Parties”) or from an Unauthorized Modification of any Product made by any of the Purchaser Parties.
