Indemnification Obligations of the Acquiror. From and after the Closing, the Acquiror shall indemnify and hold harmless WGA Indemnified Parties from, against and in respect of any and all Losses arising out of or relating to:
(a) any breach or inaccuracy of any representation or warranty made by the Acquiror in this Agreement or in any Acquiror Ancillary Document, whether such representation or warranty is made as of the date hereof or as of the Closing Date; or
(b) any breach of any covenant, agreement or undertaking made by the Acquiror in this Agreement or in any ancillary document. The Losses of the WGA Indemnified Parties described in this Section as to which the WGA Indemnified Parties are entitled to indemnification are collectively referred to as “WGA Losses.”
Indemnification Obligations of the Acquiror. 9.3.1. After the Closing, and subject to the limitations set forth in this Article 9, Acquiror shall indemnify the Company Securityholders and their respective officers, directors, managers, shareholders, employees, advisors, representatives and agents, and their respective assigns from and against any and all Damages, which they suffer, sustain or become subject to as a result of or in connection with:
(a) any breach of or inaccuracy in any representation or warranty of Acquiror or Merger Sub contained in this Agreement, any certificate delivered by Acquiror pursuant to this Agreement or any Ancillary Agreement delivered by or on behalf of the Company at or prior to the Closing; and
(b) any breach or nonfulfillment of any covenant or agreement made by the Acquiror or Merger Sub in this Agreement or any Ancillary Agreement delivered by or on behalf of the Acquiror or Merger Sub at or prior to the Closing.
9.3.2. After the Closing, and subject to the limitations set forth in this Article 9, Acquiror shall indemnify Xxxxx Xxxxxx, Xxxxxx Xxxxxx, and the Xxxxxx Trust from and against any and all Damages, which they suffer, sustain or become subject to as a result of or in connection with any lease, agreement or other obligation guaranteed by any of them. For purposes of clarity, the indemnification obligations set forth in this Section 9.3.2 shall not be subject to the indemnification limitations set forth in Section 9.4(a) of this Agreement.
Indemnification Obligations of the Acquiror. After the Closing, and subject to the limitations set forth in this Article IX, Acquiror shall indemnify the Company Securityholders and their respective officers, directors, agents and employees, and their respective assigns from and against any and all Damages, directly arising out of or resulting from and without duplication:
(a) any breach of any representation or warranty of Acquiror or Merger Sub contained in Article IV of this Agreement (as qualified by disclosure schedules prepared by the Acquiror or Merger Sub); and
(b) any breach or nonfulfillment of any covenant made by the Acquiror or Merger Sub in this Agreement.
Indemnification Obligations of the Acquiror. After the Closing, and subject to the limitations set forth in this Article IX, Acquiror shall indemnify the Company Securityholders and their respective officers, directors, managers, shareholders, employees, advisors, representatives and agents, and their respective assigns from and against any and all Damages, which they suffer, sustain or become subject to as a result of or in connection with:
(a) any breach of or inaccuracy in any representation or warranty of Acquiror or Merger Sub contained in this Agreement, any certificate delivered by Acquiror pursuant to this Agreement or any Ancillary Agreement delivered by or on behalf of the Company at or prior to the Closing; and
(b) any breach or nonfulfillment of any covenant or agreement made by the Acquiror or Merger Sub in this Agreement or any Ancillary Agreement delivered by or on behalf of the Acquiror or Merger Sub at or prior to the Closing.
