Purchaser Indemnified Parties. Purchaser Indemnified Parties" shall have the meaning assigned thereto in Section 13.1.
Purchaser Indemnified Parties. 43 Losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .43
Purchaser Indemnified Parties. Section 10.1(a)........................................46
Purchaser Indemnified Parties. Subject to Section 8.2 of the Sellers Disclosure Schedule and Section 8.4, from and after the Closing, Sellers, jointly and severally, shall indemnify, defend and hold harmless Purchaser and its Subsidiaries (including the Target Companies and their Subsidiaries) and each of their respective shareholders, members, partners, Affiliates, employees, directors and officers (and, with respect to subsection (d) of this Section 8.2, each of their respective customers and agents) (collectively, the “Purchaser Indemnified Parties”) for any and all Damages incurred by the Purchaser Indemnified Parties to the extent based upon, arising out of or related to (a) subject to the limitations set forth in the last sentence of this Section 8.2, any breach of any representation or warranty Sellers have made in this Agreement or any inaccuracy of any such representation or warranty, (b) any breach, violation or default by Sellers of any covenant, agreement or obligation (other than any representation or warranty) of Sellers in this Agreement, (c) the Akamai Litigation; provided, however, that Sellers shall have no obligation under this Section 8.2 to indemnify any Purchaser Indemnified Parties, or any of their respective customers and agents, for Damages that solely relate to the use of Intellectual Property by the Purchaser Indemnified Parties and any of their respective customers and agents after the Closing, (d) any and all third-party Actions brought against the Target Companies or their Subsidiaries relating to or arising from the business and operations of the Target Companies or their Subsidiaries prior to the Closing Date and (e) the EyeWonder Europe Claim. In the event that the Purchaser Indemnified Parties are entitled to indemnification pursuant to this Section 8.2, Purchaser shall promptly give written notice of such claim to Sellers. Notwithstanding the foregoing, the Purchaser Indemnified Parties shall not be entitled to
Purchaser Indemnified Parties. See Section 12.1(a).
Purchaser Indemnified Parties. 4 1.39 Reference Balance Sheet...........................4
Purchaser Indemnified Parties. “Purchaser Indemnified Parties” has the meaning assigned to it in Section 10.2.
Purchaser Indemnified Parties shall be entitled to participate in (but not control) the defense of any such action, with its counsel and at its own expense. If the Shareholders do not assume the defense of any such claim or litigation resulting therefrom, (a) a Purchaser Indemnified Party may defend against such claim or litigation, in such manner as it may deem appropriate, at the Shareholders' expense, including, but not limited to, settling such claim or litigation, after giving notice of the same to the Shareholders on such terms as such Purchaser Indemnified Party may deem appropriate, and (b) the Shareholders shall be entitled to participate in (but not control) the defense of such action, with their own counsel and at its own expense.
Purchaser Indemnified Parties. 31 Losses...............................................................................................31
Purchaser Indemnified Parties as defined in Section 7.5.1.
