Common use of Indemnification of the Clause in Contracts

Indemnification of the. ACQUIRER Except as provided in and subject to ------------------------------- Section 9.6, the Together Parties (other than the Company and N.W.S.T.) agree to ----------- indemnify and hold harmless the Acquirer, each officer and director of the Acquirer and any successor thereof (collectively, the "INDEMNIFIED PARTIES") from and against any and all Adverse Consequences, which any of the Indemnified Parties may sustain, or to which any of the Indemnified Parties may be subjected, arising out of (a) any misrepresentation, breach or default by the Together Parties (other than by the Company or N.W.S.T. after the Closing) of or under any of the representations, warranties, covenants, agreements or other provisions of this Agreement or any agreement or document executed in connection herewith and (b) such other Together Parties' tortious acts or omissions to act prior to Closing for which the Company did not carry liability insurance for itself as the insured party sufficient to satisfy such claim or liability, whether or not such acts or omissions to act result in a breach or violation of any representation or warranty.

Indemnification of the. ACQUIRER Except as provided in and subject ------------------------------- to ------------------------------- Section 9.6, the Together Parties (other than the Company and N.W.S.T.) Transferors agree to ----------- indemnify and hold harmless the ----------- Acquirer, each officer and director of the Acquirer and any successor thereof (collectively, the "INDEMNIFIED PARTIES") from and against any and all Adverse Consequences, which any of the Indemnified Parties may sustain, or to which any of the Indemnified Parties may be subjected, arising out of (a) any misrepresentation, breach or default by the Together Parties (other than by the Transferors or Company or N.W.S.T. after the Closing) of or under any of the representations, warranties, covenants, agreements or other provisions of this Agreement or any agreement or document executed in connection herewith and (b) such other Together Parties' tortious the Transferors or Company's tortuous acts or omissions to act prior to Closing for which the Company did not carry liability insurance for itself as the insured party sufficient to satisfy such claim or liability, whether or not such acts or omissions to act result in a breach or violation of any representation or warranty.