Common use of Agreement of Purchaser to Indemnify Seller Clause in Contracts

Agreement of Purchaser to Indemnify Seller. Subject to the terms and ------------------------------------------ conditions of this Article 14, Purchaser agrees to indemnify, defend, and hold harmless Seller and its officers, directors, shareholders, employees and agents (collectively, the "Seller Indemnitees") from, against, for, and in respect of any and all Losses asserted against, relating to, imposed upon, or incurred by the Seller Indemnities arising out of: (a) the breach of any representation or warranty of Purchaser contained in or made pursuant to this Agreement or any other Acquisition Document or in any certificate, Schedule, or Exhibit furnished by Purchaser in connection herewith or therewith; (b) the breach of any covenant or agreement of Purchaser contained in or made pursuant to this Agreement or any other Acquisition Document; and (c) any (i) Assumed Liability and (ii) liability arising out of the operation of the Business by Purchaser after the Closing Date, except for any liability against which Purchaser is entitled to indemnification pursuant to Section 14.1.

Agreement of Purchaser to Indemnify Seller. Subject to the terms and ------------------------------------------ conditions of this Article 14, Purchaser agrees to indemnify, defend, and hold harmless Seller and its officers, directors, shareholders, employees and agents (collectively, the "Seller Indemnitees") from, against, for, and in respect of any and all Losses asserted against, relating to, imposed upon, or incurred by the Seller Indemnities arising out of: (a) the breach of any representation or warranty of Purchaser contained in or made pursuant to this Agreement or any other Acquisition Document or in any certificate, Schedule, or Exhibit furnished by Purchaser in connection herewith or therewith; (b) the breach of any covenant or agreement of Purchaser contained in or made pursuant to this Agreement or any other Acquisition Document; and (c) any (i) Assumed Liability and (ii) liability arising out of the operation of the Business by Purchaser or ownership of the Acquired Assets by Purchaser after the Closing Date, except for any liability against which Purchaser is entitled to indemnification pursuant to Section 14.1.

Agreement of Purchaser to Indemnify Seller. Subject to the terms and ------------------------------------------ conditions of this Article 14, Purchaser agrees to indemnify, defend, and hold harmless Seller and its officers, directors, shareholders, employees and agents (collectively, the "Seller Indemnitees") from, against, for, and in respect of any and all Losses asserted against, relating to, imposed upon, or incurred by the Seller Indemnities arising out of: (a) the breach of any representation or warranty of Purchaser contained in or made pursuant to this Agreement or any other Acquisition Document or in any certificate, Schedule, or Exhibit furnished by Purchaser in connection herewith or therewith; (b) the breach of any covenant or agreement of Purchaser contained in or made pursuant to this Agreement or any other Acquisition Document; and (c) any (i) Assumed Liability and (ii) liability arising out of the operation of the Business by Purchaser after the Closing Date, except for any liability against which Purchaser is entitled to indemnification pursuant to Section 14.1.