Obligation of the Purchaser to Indemnify. Subject to the limitations set forth in Section 7.6.3 hereof, the Purchaser hereby agrees to indemnify Kenna Holdco, Kenna and the Kenna Principals (individually a "Company Indemnified Party" and collectively, the "Company Indemnified Parties") against, and to protect, save and keep harmless the Company Indemnified Parties from, and to pay on behalf of or reimburse the Company Indemnified Parties as and when incurred for, any and all Losses that may be imposed on or incurred by the Company Indemnified Parties as a consequence of, in connection with, incident to, resulting from or arising out of or in any way related to or by virtue of: (a) any misrepresentation, inaccuracy or breach of any warranty or representation of the Purchaser contained in Article IV hereof or in any certificate delivered by the Purchaser at the Closing; or (b) any action, demand, proceeding, investigation or claim by any third party (including any Governmental or Regulatory Authority) against or affecting any Company Indemnified Party which may give rise to or evidence the existence of or relate to a misrepresentation or breach of any of the representations and warranties of the Purchaser contained in Article IV hereof or in any certificate delivered by the Purchaser at the Closing; or (c) any breach or failure by the Purchaser to comply with, perform or discharge any obligation, agreement or covenant by the Purchaser contained in this Agreement.
Obligation of the Purchaser to Indemnify. Subject to the ---------------------------------------- limitations contained in Section 6.4, the Purchaser agrees to indemnify, defend and hold harmless the Company from and against all Losses based upon, arising out of or otherwise in respect of any inaccuracy in or any breach of any representation, warranty, covenant or agreement of the Purchaser contained in this Agreement or in any Documents delivered by the Purchaser pursuant to this Agreement.
Obligation of the Purchaser to Indemnify. Subject to the limitations set forth in Section 8.6.3 hereof, the Purchaser hereby agrees to indemnify the Stockholder against, and to protect, save and keep harmless the Stockholder from, and to pay on behalf of or reimburse the Stockholder as and when incurred for, any and all Losses that may be imposed on or incurred by the Stockholder as a consequence of, in connection with, incident to, resulting from or arising out of or in any way related to or by virtue of: (a) any misrepresentation, inaccuracy or breach of any warranty or representation of the Purchaser contained in Article IV hereof or in any certificate delivered by the Purchaser at the Closing; or (b) any breach or failure by the Purchaser to comply with, perform or discharge any obligation, agreement or covenant by the Purchaser contained in this Agreement.
Obligation of the Purchaser to Indemnify. The Purchaser hereby agrees to indemnify and hold harmless the Company from any and all losses, damages and expenses (including reasonable attorneys' fees) that may be imposed on or incurred by the Company as a consequence of or in connection with (i) any inaccuracy or breach of any representation or warranty contained in Article III hereof and (ii) any breach of or failure by the Purchaser to comply with or perform any of its agreements contained in this Agreement.
Obligation of the Purchaser to Indemnify. Subject to the limitations set forth in Section 8.6.2 hereof, the Purchaser hereby agrees to indemnify the Seller and its affiliates (collectively, the "Seller Indemnified Parties"; the Purchaser Indemnified Parties and the Seller Indemnified Parties, collectively, the "Indemnified Parties") against, and to protect, save and keep harmless the Seller Indemnified Parties from and to assume liability for any and all Losses that may be imposed on or incurred by the Seller Indemnified Parties as a consequence of or in connection with (a) any misrepresentation, inaccuracy or breach of any warranty or representation contained in Article IV hereof (b) any breach or failure by the Purchaser to comply with, perform or discharge any obligation, agreement or covenant by the Purchaser contained in this Agreement or (c) the assertion by any third party of any claim or cause of action relating to any liability which arose prior to the Closing.
Obligation of the Purchaser to Indemnify. Purchaser agrees to indemnify, defend and hold harmless the Seller (and its directors, officers, employees, affiliates and assigns) from and against any Losses based upon, arising out of or otherwise in respect of any Seller Claim.
Obligation of the Purchaser to Indemnify. Subject to the limitations contained in this Article XI, the Purchaser agrees to indemnify, defend and hold harmless the Sellers and their respective directors, officers, employees, shareholders, Affiliates (other than, to the extent applicable, the Company or any of its Subsidiaries), successors and assigns (collectively, the "INDEMNIFIED SELLER PARTIES") from and against all Losses based upon, arising from or relating to:
Obligation of the Purchaser to Indemnify. Subject to the limitations set forth in Section 10.5 hereof, the Purchaser hereby agrees to indemnify, defend and hold harmless the Seller (and its shareholders, directors, officers, employees, affiliates, successors, assigns and Representatives) (and, in the event this Agreement is terminated prior to the Closing, also the Company and its directors, officers, employees, affiliates and Representatives) from and against any Losses suffered or incurred by the Seller or any of the foregoing persons arising out of (i) any breach of the representations and warranties of the Purchaser or of the covenants and agreements of the Purchaser contained in this Agreement or in the Schedules hereto or any Transaction Documents, or (ii) the operation or ownership of the Business from and after the Closing; except that the Purchaser shall have no obligation under this Section to the Seller (and the Company if applicable) with respect to Losses arising from the gross negligence or willful misconduct of the Seller or the Companies and their respective officers, directors, employees or Representatives.
Obligation of the Purchaser to Indemnify. If a Closing occurs, the Purchaser agrees to indemnify, defend and hold harmless each of the CF Entities and each of their respective affiliates from and against all costs, damages, liabilities and expenses (including, without limitation, reasonable attorneys' fees and disbursements but excluding consequential and other indirect damages) imposed upon, incurred by (whether by way of judgment, award, decree, settlement payment or otherwise) or suffered by any of them by reason of any breach or inaccuracy of any representation or warranty of the Purchaser contained in Section 8.1, as such representation or warranty may have been modified or deemed modified by Section 8.3(d). The CF Entities acknowledge that the indemnification provisions in this Section 9.1 are the sole and exclusive remedies available to them with respect to any and all claims for indemnification arising pursuant to this Section 9.1.
Obligation of the Purchaser to Indemnify. Subject to the limitations set forth in Section 8.5 hereof, the Purchaser hereby agrees to indemnify the Stockholders and their respective officers, directors, employees and agents (individually a "Stockholder Indemnified Party" and collectively the "Stockholder Indemnified Parties"; the Purchaser Indemnified Parties and the Stockholders Indemnified Parties are sometimes collectively referred to as the "Indemnified Parties") against, and to protect, save and keep harmless the Stockholder Indemnified Parties from and to assume liability for any and all Losses that may be imposed on or incurred by the Stockholder Indemnified Parties as a consequence of or in connection with (i) any inaccuracy or breach of any representation or warranty contained in Article IV hereof or (ii) any breach of or failure by the Purchaser to comply with or perform any agreement or covenant by the Purchaser contained in this Agreement.
