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 Company and each of its directors and officers (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; (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; (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; or (d) any liability or obligation or any assertion against any Company Indemnified Party arising out of or relating, directly or indirectly, to any Assumed Liability.
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. The Purchaser agrees to indemnify, defend and hold harmless each Seller (and any director, officer, employee, Affiliate or successors and assigns of any thereof) from and against any Losses suffered or incurred by such Seller or any of the foregoing persons arising out of 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 or any Transaction Document. ss.V.4
Obligation of the Purchaser to Indemnify. 7.3.1 Subject to the limitations set forth in Section 7.6.3 hereof, the Purchaser hereby agrees to indemnify Newport (together with its affiliates, partners, officers, directors, employees, agents, representatives, successors and permitted assigns, collectively, the "Newport Indemnified Parties"), Communications Holdco, Kenna Holdco and the Kenna Principals (individually a "Seller Indemnified Party" and collectively, the "Seller Indemnified Parties") against, and to protect, save and keep harmless the Seller Indemnified Parties from, and to pay on behalf of or reimburse the Seller Indemnified Parties as and when incurred for, any and all Losses that may be imposed on or incurred by the Seller 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 (b) any action, demand, proceeding, investigation or claim by any third party (including any Governmental or Regulatory Authority) against or affecting any Seller 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 (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.
7.3.2 The Purchaser shall indemnify the Newport Indemnified Parties against, and protect, save and keep harmless the Newport Indemnified Parties from, any Taxes (within the meaning of Section 3.2.14 hereof) incurred by the Newport Indemnified Parties solely as a result of the Reorganization (including any of the individual transactions forming part thereof), without duplication, in an aggregate amount not to exceed $1 million (the "Newport Reorganization Indemnity"). For greater certainty, the Newport Reorganization Indemnity shall exclude any Taxes which would, but for the Reorganization, have been incurred by Newport in connection with the sale of its partnership interest in Capital CEK LP or Cap C LP. Notwithstanding anything to the contrary, the Purchaser shall not indemnify the Newport Indemnified Parties in respect of any Taxes imposed on Newport which were existing liabilities of Capital CEK LP or its affiliates at the time of, or arising in connection with...
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. 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. The Purchaser agrees to indemnify, defend and hold harmless the Sellers from and against all Losses based upon or arising out of (i) any inaccuracy in or breach of any representation, warranty, covenant or agreement of the Purchaser contained in this Agreement or in any document or other instrument delivered hereunder, and (ii) the Assumed Liabilities.
Obligation of the Purchaser to Indemnify. The Purchaser agrees to indemnify, defend and hold harmless the Vendors (and its directors, officers and employees) from and against all losses, liabilities, damages, deficiencies, demands, claims, actions, judgments or causes of action, assessments, costs or expenses (including, without limitation, interest, penalties and reasonable attorneys fees and disbursements) 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 pursuant to this Agreement.
Obligation of the Purchaser to Indemnify. The Purchaser agrees to indemnify, defend and hold harmless the Company Stockholders, and their respective equity holders as of the date of this Agreement and their respective directors, officers, heirs, legal representatives, successors and assigns, from and against any Losses based upon, arising out of or otherwise in respect of (i) any breach in any of the representations and warranties of the Purchaser set forth in Article 4 hereof, (ii) any breach in any of the representations and warranties of the Purchaser set forth in any other provision hereof and (iii) any breach or nonfulfillment of any covenant or agreement of the Purchaser contained in this Agreement.
Obligation of the Purchaser to Indemnify. The Purchaser agrees to indemnify, defend and hold harmless each of the Sellers (and each of their respective Affiliates, representatives, administrators, executors, successors and assigns) from and against all Losses incurred by such Sellers based upon, arising out of or otherwise in respect of (a) any inaccuracy in or any breach of any representation or warranty of the Purchaser contained in Sections 5.2, 5.4 or 5.5 of this Agreement or any facts or circumstances constituting such an inaccuracy or breach; (b) any breach of any covenant or agreement of the Purchaser contained in this Agreement that survives the Closing or any facts or circumstances constituting such a breach; or (c) the conduct of the business of the Company after the Closing.
