PURCHASER'S INDEMNITY OBLIGATIONS. Purchaser shall indemnify and hold harmless the Company (before the Closing), Compost and the Company's (before the Closing) and Compost's officers, directors, stockholders, employees, agents, representatives and Affiliates (each a "Seller Indemnified Party") from and against any and all Indemnified Amounts paid, imposed on or incurred by a Seller Indemnified Party, directly or indirectly, (i) relating to, resulting from or arising out of (a) any breach or misrepresentation in any of the representations and warranties made by or on behalf of Purchaser in this Agreement or any certificate or instrument contemplated by and delivered in connection with this Agreement or (b) any violation or breach by Purchaser of or default by Purchaser under the terms of this Agreement or any certificate or instrument contemplated by and delivered in connection with this Agreement, or (ii) relating to, resulting from or arising out of any allegation of a third party of the events described in Sections 10.2(a) or (b) above.
PURCHASER'S INDEMNITY OBLIGATIONS. Purchaser shall indemnify and hold Seller (including its officers, directors and agents) harmless from and against any and all Indemnified Amounts incurred by Seller, as the case may be, as a result of (a) any breach or misrepresentation in any of the representations and warranties made by or on behalf of Purchaser in this Agreement, (b) any violation or breach by Purchaser of or default by Purchaser under the terms of this Agreement, (c) except for liabilities and obligations retained by Seller pursuant to this Agreement, any act or omission occurring after the Closing Date by Purchaser with respect to the Acquisition Assets.
PURCHASER'S INDEMNITY OBLIGATIONS. Purchaser shall indemnify and hold harmless Seller and Seller's officers, directors, employees, agents, representatives and Affiliates (each a "SELLER INDEMNIFIED PARTY") from and against any and all Indemnified Amounts incurred by a SELLER INDEMNIFIED PARTY as a result of (a) any breach or misrepresentation in any of the representations and warranties made by or on behalf of Purchaser in this Agreement or any certificate or instrument delivered in connection with this Agreement, (b) any violation or breach by Purchaser of or default by Purchaser under the terms of this Agreement or any certificate or instrument delivered in connection with this Agreement, or (c) the Assumed Liabilities.
PURCHASER'S INDEMNITY OBLIGATIONS. Purchaser shall indemnify and hold harmless the Shareholders and the Shareholders' agents, representatives and Affiliates (each a "Shareholders' Indemnified Party") from and against any and all Indemnified Amounts incurred by a Shareholders' Indemnified Party as a result of (a) any breach or misrepresentation in any of the representations and warranties made by or on behalf of Purchaser in this Agreement or any certificate or instrument delivered in connection with this Agreement, or (b) any violation or breach by Purchaser of or default by Purchaser under the terms of this Agreement or any certificate or instrument delivered in connection with this Agreement.
PURCHASER'S INDEMNITY OBLIGATIONS. Purchaser shall indemnify and hold harmless the Shareholders and each of the Shareholders' agents, representatives and Affiliates (each a "Shareholder Indemnified Party") from and against any and all Indemnified Amounts incurred by a Shareholder Indemnified Party as a result of (a) relating to, resulting from or arising out of (i) any breach or misrepresentation in any of the representations and warranties made by or on behalf of Purchaser in this Agreement or any certificate or instrument delivered in connection with this Agreement, or (ii) any violation or breach by Purchaser of, or default by Purchaser under, any of the covenants made by Purchaser in this Agreement or any certificate or instrument delivered in connection with this Agreement, or (b) relating to, resulting from or arising out of any allegation of a third party of the events described in Sections 8.2(a)(i) and (ii) above.
PURCHASER'S INDEMNITY OBLIGATIONS. Purchaser shall defend, indemnify and hold harmless Supplier and its Affiliates, and their respective successors and permitted assigns (and the respective officers, directors, stockholders, partners and employees of each) from and against any and all Damages arising out of (a) any breach by Purchaser or its Affiliates of this Agreement, or (b) any claim that Purchaser’s entering into or performing the terms of this Agreement breach or violate any third party rights or Applicable Laws or (c) the gross negligence or willful misconduct of Purchaser or (d) any product liability claims related to the Product, except in each case to the extent such Damages arise from any matter for which Supplier has agreed to indemnify Purchaser for pursuant to Section 7.1 above.
PURCHASER'S INDEMNITY OBLIGATIONS. Purchaser shall indemnify and hold harmless Seller and Seller's officers, directors, employees, agents, representatives and Affiliates (each a "SELLER INDEMNIFIED PARTY") from and against any and all Indemnified Amounts incurred by a Seller Indemnified Party as a result of (a) any breach or misrepresentation in any of the representations and warranties made by or on behalf of Purchaser in this Agreement or any certificate or instrument delivered in connection with this Agreement, (b) any violation or breach by Purchaser of or default by Purchaser under the terms of this Agreement or any certificate or instrument delivered in connection with this Agreement, (c) except for liabilities and obligations retained by Seller pursuant to this Agreement, any act or omission by Purchaser or any officer, director, employee, agent or representative of Purchaser occurring after Closing Date with respect to the Business or the Acquisition Assets (including any claim by a third party, including employees and Inmates, arising out of any act or omission by Purchaser or any officer, director, employee, agent or representative of Purchaser occurring after Closing Date with respect to the Business or the Acquisition Assets), or (d) any liabilities or obligations of Seller expressly assumed by Purchaser pursuant to this Agreement.
PURCHASER'S INDEMNITY OBLIGATIONS. Purchaser shall indemnify and hold Seller (including its officers, directors, employees and agents) harmless from and against any and all Indemnified Amounts incurred by Seller as a result of (a) any breach or misrepresentation in any of the representations and warranties made by or on behalf of Purchaser in this Agreement, (b) any violation or breach by Purchaser of or default by Purchaser under the terms of this Agreement or (c) any act or omission occurring after the Closing Date by Purchaser with respect to the Acquisition Assets.
PURCHASER'S INDEMNITY OBLIGATIONS. Subject to the conditions and limitations set forth in this ARTICLE XI, Purchaser shall indemnify and hold harmless Seller and Seller's officers, directors, employees and Affiliates (each a "SELLER INDEMNIFIED PARTY") from and against any and all Indemnified Amounts incurred by a Seller Indemnified Party or for which Seller bears responsibility as a result of (a) any breach or misrepresentation in any of the representations and warranties made by or on behalf of Purchaser in this Agreement or any certificate or instrument delivered in connection with this Agreement (other than the Noncompete Agreements of each Shareholder); (b) any violation or breach by Purchaser of or default by Purchaser under the terms of this Agreement or any certificate or instrument delivered in connection with this Agreement; (c) any Assumed Liability (other than the Noncompete Agreements of each Shareholder); or (d) any other liability of Purchaser.
PURCHASER'S INDEMNITY OBLIGATIONS. Purchaser shall indemnify, defend and hold Seller harmless from and against any Damages suffered by Seller as a direct result of any claim of interference, infringement or misappropriation of Intellectual Property rights of a third party to the extent arising as a result of Derivatives from the SAN InSite Software after the Closing or in connection with marketing or distribution after the Closing of the SAN InSite Software or Derivatives therefrom.
