Indemnification Obligation of Buyer. From and after the Closing and subject to the other provisions of this Article VII, Buyer shall indemnify, defend and hold harmless Seller and its Affiliates and their respective directors, officers, agents and employees (each a "Seller Indemnitee" and collectively the "Seller Indemnitees") from and against all Losses incurred or suffered by any Seller Indemnitee relating to, resulting from or arising out of (a) any inaccuracy in any of the representations or warranties made by Buyer in Section 4.2 of this Agreement, (b) a breach by Buyer of any covenant of Buyer contained in this Agreement, which covenant requires performance by Buyer at or after the Closing, (c) any of the Assumed Liabilities, (d) items payable under Section 10.9 of this Agreement and (e) infringement or misappropriation of Third Party Intellectual Property.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Centurytel Inc), Asset Purchase Agreement (Verizon South Inc)
Indemnification Obligation of Buyer. From and after the Closing and subject to the other provisions of this Article VII, Buyer shall indemnify, defend and hold harmless Seller Sellers and its their Affiliates and their respective directors, officers, agents and employees (each a "Seller Indemnitee" and collectively the "Seller Indemnitees") from and against all Losses incurred or suffered by any Seller Indemnitee relating to, resulting from or arising out of (a) any inaccuracy in any of the representations or warranties made by Buyer in Section 4.2 of this Agreement, (b) a breach by Buyer of any covenant of Buyer contained in this Agreement, which covenant requires performance by Buyer at or after the Closing, (c) any of the Assumed Liabilities, (d) items payable under Section 10.9 of this Agreement and (e) infringement or misappropriation of Third Party Intellectual Property.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Verizon South Inc), Asset Purchase Agreement (Centurytel Inc)