Purchaser hereby agrees to indemnify and defend the Seller and its officers, directors, stockholders, employees, agents, representatives, affiliates, successors and assigns (“Indemnified Parties”) and
Indemnification by Purchaser. Subject to the other terms and conditions of this Article VIII, Purchaser shall indemnify [[Organization A:Organization]] against, and shall hold [[Organization A:Organization]] harmless from and against, any and all Losses incurred or sustained by, or imposed upon, [[Organization A:Organization]] based upon, arising out of, with respect to or by reason of: # any inaccuracy in or breach of any of the representations or warranties of Purchaser contained in this Agreement; # any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Purchaser pursuant to this Agreement; or # any Assumed Liability.
Indemnification by Purchaser. Purchaser shall defend, indemnify and hold the Seller Parties and their Affiliates and their respective directors, officers, shareholders, members and employees (the “Seller Indemnitees”), and each of them, harmless from any Adverse Consequences resulting from or arising out of # any inaccurate representation or warranty made by Purchaser in this Agreement, # any breach or default in the performance of any of the covenants or agreements made by Purchaser in this Agreement, # any claim, action or cause of action or other liability arising out of or resulting from or relating to the Assumed Liabilities, and/or # Purchaser’s ownership and operation of the Seller Business and/or Acquired Assets after the Closing Date solely to the extent that such Adverse Consequences arise and relate to a period after the Effective Time.
Indemnification by the Purchaser. The Purchaser and each Purchaser Affiliate shall hold harmless and indemnify the Seller Indemnitees from and against, and shall compensate and reimburse each of the Seller Indemnitees for, any Damages that are directly or indirectly suffered or incurred by any of the Seller Indemnitees or to which any of the Seller Indemnitees may otherwise become subject at any time (regardless of whether or not such Damages relate to any Third Party Indemnifiable Claim) and that arise directly or indirectly from or as a direct or indirect result of, or are directly or indirectly connected with:
Purchaser Status. At the time the Purchaser was offered the Securities, it was, and as of the date hereof it is: # an “accredited investor” as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Securities Act or # a “qualified institutional buyer” as defined in Rule 144A(a) under the Securities Act.
Resales Under Rule [[Unknown Identifier]]. It will take reasonable steps to inform persons acquiring Securities from the Initial Purchasers in the United States that the Securities # have not been and will not be registered under the Securities Act, # are being sold to them without registration under the Securities Act in reliance on Rule [[Unknown Identifier]] and # may not be offered, sold or otherwise transferred except # to the Company, # outside the United States in accordance with Regulation S or # inside the United States in accordance with # Rule [[Unknown Identifier]] to a person whom the seller reasonably believes is a QIB that is purchasing such Securities for its own account or for the account of a QIB to whom notice is given that the offer, sale or transfer is being made in reliance on Rule [[Unknown Identifier]] or # pursuant to another available exemption from registration under the Securities Act.
Undertakings of Purchaser. Purchaser shall perform, or cause to be performed, when due, all obligations of Merger Sub under this Agreement.
Agreements of Purchaser. You acknowledge that you have, independently and without reliance upon us and based on the financial statements referred to in the Credit Agreement and such other documents and information as you have deemed appropriate, made your own credit analysis and decision to enter into this Agreement. You also acknowledge that you will, independently and without reliance upon us and based on such documents and information as you shall deem appropriate at the time, continue to make your own credit decisions in taking or not taking action under this Agreement.
The shall give Purchaser notice of any claim for which the plans to seek indemnification pursuant to this Section and shall consult with Purchaser prior to settling such claim.
Seller shall not be liable to the Purchaser Indemnified Parties and Purchaser shall not be liable to the Seller Indemnified Parties for such indemnification until the aggregate amount of indemnification claims thereunder exceeds $10,000 but if the aggregate amount of such indemnification claims reaches such amount, the Indemnifying Party shall be liable to the Indemnified Parties for the full amount of such indemnified claims (i.e., so-called first dollar coverage and NOT a so-called deductible); and
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