Common use of AGREEMENT OF BUYER INDEMNITOR TO INDEMNIFY Clause in Contracts

AGREEMENT OF BUYER INDEMNITOR TO INDEMNIFY. Subject to the terms and conditions of this Article, Buyer Indemnitor agrees to indemnify, defend, and hold harmless Seller Indemnitees, and each of them, from, against, for, and in respect of any and all Losses asserted against, or paid, suffered or incurred by, a Seller Indemnitee and resulting from, based upon, or arising out of: (a) the inaccuracy, untruth, or incompleteness of any material representation or warranty of Buyer Indemnitor contained in or made pursuant to this Agreement or in any certificate, Schedule, or Exhibit furnished by Buyer Indemnitor in connection herewith, provided however, that for purposes of this Article 9 any qualification of such representations and warranties by reference to the materiality of matters stated therein or as to matters having or not having a Material Adverse Effect, and any limitation of such representations and warranties as being "to the knowledge of," "known to" or words of similar effect, shall be disregarded in determining the inaccuracy, untruth, incompleteness or breach thereof; and (b) a breach of or failure to perform any material covenant or agreement of Buyer Indemnitors made in this Agreement.

AGREEMENT OF BUYER INDEMNITOR TO INDEMNIFY. (a) Subject to the terms and conditions of this Article, Buyer Indemnitor agrees agrees, to indemnify, defend, and hold harmless Seller Buyer Indemnitees, and each of them, from, against, for, and in respect of any and all Losses asserted against, or paid, suffered or incurred by, a Seller Buyer Indemnitee and resulting from, based upon, or arising out of: (ai) the inaccuracy, untruth, or incompleteness of any material representation or warranty of Buyer Indemnitor contained in or made pursuant to this Agreement or in any certificate, Schedule, or Exhibit furnished by Buyer Indemnitor or Newco in connection herewith, provided however, that for purposes of this Article 9 7 any qualification of such representations and warranties by reference to the materiality of matters stated therein or as to matters having or not having a Material Adverse Effect, and any limitation of such representations and warranties as being "to the knowledge Knowledge of," "known to" or words of similar effect, shall be disregarded in determining the inaccuracy, untruth, incompleteness or breach thereof; andor (bii) a breach of or failure to perform any material covenant or agreement of Buyer Indemnitors Indemnitor made in this Agreement.

AGREEMENT OF BUYER INDEMNITOR TO INDEMNIFY. (a) Subject to the terms and conditions of this Article, Buyer Indemnitor agrees agrees, to indemnify, defend, and hold harmless Seller Buyer Indemnitees, and each of them, from, against, for, and in respect of any and all Losses asserted against, or paid, suffered or incurred by, a Seller Buyer Indemnitee and resulting from, based upon, or arising out of: (ai) the inaccuracy, untruth, or incompleteness of any material representation or warranty of Buyer Indemnitor contained in or made pursuant to this Agreement or in any certificate, Schedule, or Exhibit furnished by Buyer Indemnitor or Hyde's in connection herewith, provided however, that for purposes of this Article 9 7, except for the representations and warranties set forth in Sections 2.11 and 2.12, any qualification of such representations and warranties by reference to the materiality of matters stated therein or as to matters having or not having a Material Adverse Effect, and any limitation of such representations and warranties as being "to the knowledge Knowledge of," "known to" or words of similar effect, shall be disregarded in determining the inaccuracy, untruth, incompleteness or breach thereof; andor (bii) a breach of or failure to perform any material covenant or agreement of Buyer Indemnitors Indemnitor made in this Agreement.