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 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 8.6.3 8.5.2 hereof, the Purchaser hereby agrees to indemnify the Company Stockholders and each their affiliates, shareholders, officers, directors, employees, agents, representatives and successors, permitted assignees of its directors the Stockholders and officers their affiliates (individually a “Company "Stockholder Indemnified Party” " and collectively, the “Company Indemnified Parties”"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 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; (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 Liabilityhereof.

Obligation of the Purchaser to Indemnify. Subject to the limitations set forth in Section 8.6.3 7.6.3 hereof, the Purchaser hereby agrees to indemnify IMS Holdco and the Company and each of its directors and officers Principals (individually a “Company an "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; 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 8.6.3 7.6.3 hereof, the Purchaser hereby agrees to indemnify Capital C Holdco, Capital C and the Company and each of its directors and officers 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; 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 8.6.3 7.6.3 hereof, the Purchaser hereby agrees to indemnify Kenna Holdco, Kenna and the Company and each of its directors and officers 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; 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 8.6.3 7.6.3 hereof, the Purchaser hereby agrees to indemnify WWG and the Company and each of its directors and officers 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; 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 8.6.3 8.5.3 hereof, the Purchaser hereby agrees to indemnify the Company Stockholder and each its affiliates, shareholders, officers, directors, employees, agents, representatives and successors, permitted assignees of its directors the Stockholder and officers 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; (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 (d) any liability or obligation or any assertion against any Company exploited by a Stockholder Indemnified Party arising out as a consequence of or relating, directly or indirectly, to any Assumed Liabilitythe matters set forth in clauses (a) and (b) of this Section 8.3 shall not be considered a Loss hereunder.