OBLIGATIONS OF QWEST PARTIES. From and after the Closing, the Qwest Parties agree to indemnify and hold harmless Buyer, Company and their respective directors, officers, employees, Affiliates, agents and assigns (the "BUYER INDEMNIFIED PERSONS"), jointly and severally, from and against any and all Losses based upon or arising from: (a) any inaccuracy, as of the date hereof or as of the Closing Date, in any of the representations and warranties made by any Qwest Party in this Agreement (except to the extent such representations and warranties by their terms speak as of another date, in which case, this Section 9.1(a) shall be limited to inaccuracy as of such date); or (b) any failure to perform in any material respect any covenant or agreement of any Qwest Party contained in this Agreement or any Transaction Document; or (c) the Excluded Liabilities; or (d) any other matter as to which any of the Qwest Parties in other provisions of this Agreement has expressly agreed to indemnify Buyer or, subsequent to Closing, Company.
Appears in 2 contracts
Samples: Purchase Agreement (Dex Media West LLC), Purchase Agreement (Dex Media Inc)
OBLIGATIONS OF QWEST PARTIES. From and after the Closing, the Qwest Parties agree to indemnify and hold harmless Buyer, Company and their respective directors, officers, employees, Affiliates, agents and assigns (the "BUYER INDEMNIFIED PERSONSBuyer Indemnified Persons"), jointly and severally, from and against any and all Losses based upon or arising from:
(a) any inaccuracy, as of the date hereof or as of the Closing Date, in any of the representations and warranties made by any Qwest Party in this Agreement (except to the extent such representations and warranties by their terms speak as of another date, in which case, this Section 9.1(a) shall be limited to inaccuracy as of such date); or
(b) any failure to perform in any material respect any covenant or agreement of any Qwest Party contained in this Agreement or any Transaction Document; or
(c) the Excluded Liabilities; or
(d) any other matter as to which any of the Qwest Parties in other provisions of this Agreement has expressly agreed to indemnify Buyer or, subsequent to Closing, Company.
Appears in 1 contract
Samples: Purchase Agreement (Qwest Communications International Inc)
OBLIGATIONS OF QWEST PARTIES. From and after the Closing, the Qwest Parties agree to indemnify and hold harmless Buyer, Company and their respective directors, officers, employees, Affiliates, agents and assigns (the "BUYER INDEMNIFIED PERSONSBuyer Indemnified Persons"), jointly and severally, from and against any and all Losses based upon or arising from:
(a) any inaccuracy, as of the date hereof or as of the Closing Date, in any of the representations and warranties made by any Qwest Party in this Agreement (except to the extent such representations and warranties by their terms speak as of another date, in which case, this Section 9.1(a) shall be limited to inaccuracy as of such date); or
(b) any failure to perform in any material respect any covenant or agreement of any Qwest Party contained in this Agreement or any Transaction Document; or
(c) the operation of LCI prior to the Closing; or
(d) the Excluded Liabilities; or
(de) any other matter as to which any of the Qwest Parties in other provisions of this Agreement has expressly agreed to indemnify Buyer or, subsequent to Closing, Company.
Appears in 1 contract
Samples: Purchase Agreement (Qwest Communications International Inc)