Indemnification Provisions for Buyer. Subject to the provisions of Section 7.01, from and after the Closing Date, Buyer and its Affiliates, officers, directors, stockholders, employees, representatives and agents (collectively the “Buyer Indemnitees”) shall be indemnified and held harmless by Seller from and against and in respect of any and all Losses incurred by any Buyer Indemnitee arising out of or resulting from: (i) any inaccuracy in or breach of any of Seller’s representations or warranties contained in this Agreement; (ii) any misrepresentation contained in any certificate furnished to Buyer by Seller pursuant to Section 2.07(e) or Section 6.01(a); (iii) any breach of any covenant made or to be performed by Seller pursuant to this Agreement; (iv) any failure of Seller to satisfy any Excluded Liabilities; and (v) any Taxes or expenses required to be paid by Seller under this Agreement.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Emcore Corp), Asset Purchase Agreement (Emcore Corp)