Indemnity Obligations of Buyer. Buyer hereby agrees to indemnify and hold Seller, and its respective subsidiaries, partners, shareholders, affiliates, directors, officers, employees, agents, successors and permitted assigns (collectively, "Seller Affiliates"), harmless from, and to reimburse Seller and each Seller Affiliate for, any Seller Indemnity Claims (as that term, is hereinafter defined) arising under this Option Agreement. For purposes of this Option Agreement, the term "Seller Indemnity Claims" shall mean any loss, damage, deficiency, claim, liability, suit, action, fee, cost or expense of any nature whatsoever arising out of, based upon or resulting from (i) the breach of any representations and warranties of Buyer which are contained in or made pursuant to this Option Agreement; (ii) any breach or nonfulfillment of, or failure to perform, any of the covenants, agreements, obligations or undertakings made by Buyer in or pursuant to this Option Agreement; (iii) any liabilities or obligations assumed by Buyer pursuant to the terms hereof; (iv) any obligations or liabilities arising out of any and all actions, claims, suits, proceedings, demands, assessments, judgments, recoveries, damages, costs and expenses or deficiencies incident to the disposal of any matter which is the subject of indemnification under this Section 6.3; and (v) all interest, penalties, costs and expenses (including, without limitation, all out-of-pocket expenses, reasonable investigation expenses and reasonable fees and disbursements of counsel and accountants) arising out of any matter which is the subject of indemnification under this Section 6.3 and in which and to the proportionate extent Seller Affiliates prevail.
Indemnity Obligations of Buyer. Subject to the terms conditions and limitations set forth in this Article VII, NCTI, DMC and Buyer hereby agree jointly and severally to indemnify and hold Sellers or any successor in interest to sellers, harmless from, and to reimburse Sellers for any Damages arising out of, based upon or resulting from (a) any inaccuracy in or any breach of any representation and warranty of NCTI, DMC and Buyer contained in this Agreement or any disclosure schedule, certificate or other written instrument or document delivered by NCTI, DMC and Buyer pursuant hereto; (b) any breach or nonfulfillment of, or failure to perform, any of the covenants, agreements or undertakings of NCTI, DMC and Buyer contained in or made pursuant to the terms and conditions of this Agreement; and (c) any matters relating to the SSCM Letter or the SSCM Payment Agreement.
Indemnity Obligations of Buyer. Buyer agrees to indemnify and hold each of the Shareholders and their affiliates, employees and agents ("Seller Indemnitees") harmless from, and to reimburse each such Seller Indemnitee for, on an after-Tax basis (within the meaning of Section 10.5), any Shareholder Indemnity Claims (as that term is hereinafter defined). "Shareholder Indemnity Claim" shall mean any Losses arising out of, based upon or resulting from:
Indemnity Obligations of Buyer. Buyer hereby agrees to indemnify and hold Sellers harmless from and against, and to reimburse Sellers for or in respect of, any and all losses, damages, deficiencies, liabilities, claims, economic injury, obligations, expenses (including, without limitation, all out-of-pocket expenses, reasonable investigation expenses and reasonable fees and disbursements of accountants and counsel) of any nature whatsoever, (collectively "Sellers' Damages") incurred by Sellers arising out of, based upon, or by reason of (A) any breach of any representation or warranty of Buyer which is contained in this Agreement or in any Related Agreement, or in any SCHEDULE or certificate delivered pursuant thereto; or (B) any breach or nonfulfillment of, or any failure to perform, any of the covenants, agreements or undertakings of Buyer which are contained in or made pursuant to this Agreement or any Related Agreement.
