Common use of Indemnification by the Clause in Contracts

Indemnification by the. Sellers Subject to the limitations expressly set forth in Section 9.6, each Seller, jointly and severally, will indemnify and hold harmless the Purchaser and its Affiliates and its and their respective Representatives (collectively, the “Purchaser Indemnified Parties”) from and against, and will pay to the Purchaser Indemnified Parties the monetary value of, any and all Losses incurred or suffered by the Purchaser Indemnified Parties arising out of or resulting from: (a) any inaccuracy in or breach of any representation or warranty or other statement of any Seller contained in this Agreement; provided that, with respect to any recovery under the RWI Policy from the RWI insurer, this clause (a) shall be deemed to include any allegations that, if true, would constitute an inaccuracy in or breach of any representation or warranty or other statement of any Seller contained in this Agreement; (b) any nonfulfillment, nonperformance or other breach of any covenant or agreement of any Seller contained in this Agreement; (c) any Excluded Liabilities or Excluded Assets; (d) any intentional fraud, intentional misrepresentation or Willful Breach with respect to any representation, warranty, covenant or agreement of any Seller contained in this Agreement; or (e) any matter disclosed on Annex 9.1(e) of this Agreement.