Common use of Obligation of the Purchaser to Indemnify Clause in Contracts

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 set forth in Section 7.6.3 hereof, the Purchaser hereby agrees to indemnify Kenna Holdco, Kenna IMS Holdco and the Kenna Principals (individually a an "Company IMS Holdco Indemnified Party" and collectively, the "Company IMS Holdco Indemnified Parties") against, and to protect, save and keep harmless the Company IMS Holdco Indemnified Parties from, and to pay on behalf of or reimburse the Company IMS Holdco Indemnified Parties as and when incurred for, any and all Losses that may be imposed on or incurred by the Company IMS Holdco 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 IMS Holdco 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. 7.3.1 Subject to the limitations set forth in Section 7.6.3 hereof, the Purchaser hereby agrees to indemnify Kenna Newport (together with its affiliates, partners, officers, directors, employees, agents, representatives, successors and permitted assigns, collectively, the "Newport Indemnified Parties"), Communications Holdco, Kenna Capital C Holdco and the Kenna Cap C Principals (individually a "Company Seller Indemnified Party" and collectively, the "Company Seller Indemnified Parties") against, and to protect, save and keep harmless the Company Seller Indemnified Parties from, and to pay on behalf of or reimburse the Company Seller Indemnified Parties as and when incurred for, any and all Losses that may be imposed on or incurred by the Company 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 in any certificate delivered by the Purchaser at the Closinghereof; or (b) any action, demand, proceeding, investigation or claim by any third party (including any Governmental or Regulatory Authority) against or affecting any Company 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 in any certificate delivered by the Purchaser at the Closinghereof; 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 set forth in Section 7.6.3 hereof, the Purchaser hereby agrees to indemnify Kenna Capital C Holdco, Kenna Capital C and the Kenna Capital C 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 set forth in Section 7.6.3 hereof, the Purchaser hereby agrees to indemnify Kenna Holdco, Kenna WWG 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 set forth in Section 7.6.3 8.5.2 hereof, the Purchaser hereby agrees to indemnify Kenna Holdcothe Stockholders and their affiliates, Kenna shareholders, officers, directors, employees, agents, representatives and successors, permitted assignees of the Kenna Principals Stockholders and their affiliates (individually a "Company Stockholder Indemnified Party" and collectively, the "Company Indemnified PartiesSTOCKHOLDER INDEMNIFIED PARTIES") against, and to protect, save and keep harmless the Company Stockholder Indemnified Parties from, from and to pay on behalf of or reimburse the Company Stockholder Indemnified Parties as and when incurred for, for any and all Losses that may be imposed on or incurred by the Company any Stockholder Indemnified Parties Party 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 representation or warranty or representation of the Purchaser contained in Article IV hereof or in any certificate delivered by the Purchaser at the Closing; 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 Stockholder 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 Stockholders 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 Agreementhereof.

Obligation of the Purchaser to Indemnify. Subject to the limitations set forth in Section 7.6.3 8.6.3 hereof, the Purchaser hereby agrees to indemnify Kenna Holdco, Kenna the Company and the Kenna Principals 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; 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; 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. 7.3.1 Subject to the limitations set forth in Section 7.6.3 hereof, the Purchaser hereby agrees to indemnify Kenna 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 "Company Seller Indemnified Party" and collectively, the "Company Seller Indemnified Parties") against, and to protect, save and keep harmless the Company Seller Indemnified Parties from, and to pay on behalf of or reimburse the Company Seller Indemnified Parties as and when incurred for, any and all Losses that may be imposed on or incurred by the Company 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 in any certificate delivered by the Purchaser at the Closinghereof; or (b) any action, demand, proceeding, investigation or claim by any third party (including any Governmental or Regulatory Authority) against or affecting any Company 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 in any certificate delivered by the Purchaser at the Closinghereof; 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 set forth in Section 7.6.3 8.5.3 hereof, the Purchaser hereby agrees to indemnify Kenna Holdcothe Stockholder and its affiliates, Kenna shareholders, officers, directors, employees, agents, representatives and successors, permitted assignees of the Kenna Principals Stockholder and their affiliates (individually a "Company Stockholder Indemnified Party" and collectively, the "Company Stockholder Indemnified Parties") against, and to protect, save and keep harmless the Company Stockholder Indemnified Parties from, from and to pay on behalf of or reimburse in United States dollars the Company Stockholder Indemnified Parties as and when actually incurred for, for any and all Losses that may be imposed on or incurred by the Company any Stockholder Indemnified Parties Party 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. For purpose of clarification, the parties agree that new business opportunities unable to be pursued or exploited by a Stockholder Indemnified Party as a consequence of the matters set forth in clauses (a) and (b) of this Section 8.3 shall not be considered a Loss hereunder.