Purchaser's Obligations to Indemnify. (a) If Purchaser is in breach of any of the representations and warranties set forth in Article 8, the Purchaser shall pay to the Vendors an amount equal to 100% of all actual damages and expenses incurred by the Vendors which would not have been incurred had said representations and warranties not been breached, provided however that the Vendors shall have the right to assert claims pursuant to this Section 9.12 until December 31, 2001.
Purchaser's Obligations to Indemnify. Subject to the limitations and procedures contained in this Article IX, following the Closing, Purchaser shall indemnify, defend and hold harmless each Shareholder and its Affiliates, and their respective directors, officers, employees, trustees and representatives (each, a “Shareholder Indemnified Party” and, together with the Purchaser Indemnified Parties, the “Indemnified Parties”), from and against any and all Damages suffered, sustained, incurred or required to be paid by any such Shareholder Indemnified Party due to, based upon, arising out of or otherwise in respect of any Breach of any representation, warranty, covenant and/or agreement of Purchaser contained in this Agreement (or any schedule hereto or any certificate delivered to the Company or the Shareholders on behalf of Purchaser pursuant hereto).
