Indemnification by the Buyer Group. The Buyer and MedSource, jointly ---------------------------------- and severally, shall indemnify and defend the Shareholders and their agents, advisors or representatives (each, a "Shareholder Indemnitee") against, and hold each Shareholder Indemnitee harmless, on an after-tax basis, from, any Damages that the Shareholder Indemnitee may suffer or incur arising from, related to or in connection with any of the following: (a) any breach of any representation or warranty made by the Buyer or MedSource contained in this Agreement or in any other Transaction Document or in respect of any claim made based upon facts alleged that would constitute any such breach; or (b) the Buyer's or MedSource's failure to perform or to comply with any covenant or condition required to be performed or complied with by the Buyer Group contained in this Agreement or in any other Transaction Document.
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Indemnification by the Buyer Group. The Buyer and MedSource, jointly MedSource shall ---------------------------------- and severally, shall indemnify and defend the Shareholders and their agents, advisors or representatives (each, a "Shareholder Indemnitee") against, and hold each Shareholder Indemnitee harmless, on an after-tax basis, harmless from, any Damages that the Shareholder Indemnitee may suffer or incur arising from, related to or in connection with any of the following:
(a) any Any breach of any representation or warranty made by the Buyer or MedSource contained in this Agreement or in any other Transaction Document or in respect of any claim made based upon facts alleged that would constitute any such breach; or
(b) the The Buyer's or MedSource's failure to perform or to comply with any covenant or condition required to be performed or complied with by the Buyer Group contained in this Agreement or in any other Transaction Document.
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Indemnification by the Buyer Group. The Buyer and MedSource, jointly MedSource shall ---------------------------------- and severally, shall indemnify and defend the Shareholders stockholders of the Company and their agents, advisors or representatives (each, a "Shareholder Stockholder Indemnitee") against, and hold each Shareholder Stockholder Indemnitee harmless, on an after-tax basis, harmless from, any Damages that the Shareholder Stockholder Indemnitee may suffer suffers or incur incurs, as such Damages are incurred, arising from, related to or in connection with any of the following:
(a) any Any breach of any representation or warranty made by the Buyer or MedSource contained in Article 6 of this Agreement or in any other Transaction Document or in respect of any claim made based upon facts alleged that would constitute any such breach; or
(b) the The Buyer's or MedSource's failure to perform or to comply with any covenant or condition required to be performed or complied with by the Buyer Group or MedSource contained in this Agreement or in any other Transaction DocumentAgreement.
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Indemnification by the Buyer Group. The Buyer and MedSourceDirect Insite, jointly ---------------------------------- and severally, shall indemnify and defend the Shareholders and their agents, advisors or representatives (each, a "Shareholder Indemnitee") against, and hold each Shareholder Indemnitee harmless, on an after-tax basis, harmless from, any Damages that the Shareholder Indemnitee may suffer or incur arising from, related to or in connection with any of the following:
(a) any breach of any representation or warranty made by the Buyer or MedSource Direct Insite contained in this Agreement or in any other Transaction Document or in respect of any claim made based upon facts alleged that would constitute any such breach; or
(b) the Buyer's or MedSourceDirect Insite's failure to perform or to comply with any covenant or condition required to be performed or complied with by the Buyer Group contained in this Agreement or in any other Transaction Document.
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