Common use of Indemnification by Buyer and Merger Sub Clause in Contracts

Indemnification by Buyer and Merger Sub. Subject to Section 7.3, Buyer and Merger Sub shall, jointly and severally, indemnify, defend and hold the Shareholders harmless from and against any and all Losses asserted against, imposed on, or incurred or suffered by the Shareholders as a result of (a) the inaccuracy of any representation or the breach of any warranty set forth in Article IV, any Schedule delivered by Buyer and/or Merger Sub in connection with Article IV or in any agreement or certificate executed and delivered by Buyer or Merger Sub pursuant to this Agreement; or (b) the non-fulfillment of any material covenant or agreement on the part of Buyer or Merger Sub set forth in this Agreement or in any agreement or certificate executed and delivered pursuant to this Agreement.

Indemnification by Buyer and Merger Sub. Subject to Section 7.37.3(a) hereof, Buyer and Merger Sub shall, jointly and severally, indemnify, defend and hold the Shareholders and the Option Holders harmless from and against any and all Losses asserted against, imposed on, or incurred or suffered by the Shareholders or the Option Holders, as a result of (a) the inaccuracy of any representation or the breach of any warranty set forth in Article IV, any Buyer Disclosure Schedule delivered by Buyer and/or Merger Sub in connection with Article IV or in any agreement or certificate executed and delivered by Buyer or Merger Sub pursuant to this Agreement; or (b) the non-fulfillment of any material covenant or agreement on the part of Buyer or Merger Sub set forth in this Agreement or in any agreement or certificate executed and delivered pursuant to this Agreement.

Indemnification by Buyer and Merger Sub. Subject to Section 7.3, Buyer and Merger Sub shall, jointly and severally, indemnify, defend and hold the Shareholders Stockholders harmless from and against any and all Losses asserted against, imposed on, or incurred or suffered by the Shareholders Stockholders as a result of (a) the inaccuracy of any representation or the breach of any warranty set forth in Article IV, any Schedule delivered by Buyer and/or Merger Sub in connection with Article IV or in any agreement or certificate executed and delivered by Buyer or Merger Sub pursuant to this Agreement; or (b) the non-fulfillment nonfulfillment of any material unwaived covenant or agreement on the part of Buyer or Merger Sub set forth in this Agreement or in any agreement or certificate executed and delivered pursuant to this Agreement.

Indemnification by Buyer and Merger Sub. Subject to Section 7.3, Buyer and Merger Sub shall, jointly and severally, indemnify, defend and hold the Shareholders harmless from and against any and all Losses asserted against, imposed on, or incurred or suffered by the Shareholders as a result of (a) the inaccuracy of any representation or the breach of any warranty set forth in Article IV, any Schedule delivered by Buyer and/or Merger Sub in connection with Article IV or in any agreement or certificate executed and delivered by Buyer or Merger Sub pursuant to this Agreement; or (b) the non-fulfillment of any material unwaived covenant or agreement on the part of Buyer or Merger Sub set forth in this Agreement or in any agreement or certificate executed and delivered pursuant to this Agreement.