Common use of Obligation of the Purchaser to Indemnify Clause in Contracts

Obligation of the Purchaser to Indemnify. 7.3.1 Subject to the limitations set forth in Section 7.6.3 hereof, the Purchaser hereby agrees to indemnify Newport (together with its affiliates, partners, officers, directors, employees, agents, representatives, successors and permitted assigns, collectively, the "Newport Indemnified Parties"), Communications Holdco, Kenna Holdco and the Kenna Principals (individually a "Seller Indemnified Party" and collectively, the "Seller Indemnified Parties") against, and to protect, save and keep harmless the Seller Indemnified Parties from, and to pay on behalf of or reimburse the Seller Indemnified Parties as and when incurred for, any and all Losses that may be imposed on or incurred by the Seller Indemnified Parties as a consequence of, in connection with, incident to, resulting from or arising out of or in any way related to or by virtue of: (a) any misrepresentation, inaccuracy or breach of any warranty or representation of the Purchaser contained in Article IV hereof; or (b) any action, demand, proceeding, investigation or claim by any third party (including any Governmental or Regulatory Authority) against or affecting any Seller Indemnified Party which may give rise to or evidence the existence of or relate to a misrepresentation or breach of any of the representations and warranties of the Purchaser contained in Article IV hereof; or (c) any breach or failure by the Purchaser to comply with, perform or discharge any obligation, agreement or covenant by the Purchaser contained in this Agreement. 7.3.2 The Purchaser shall indemnify the Newport Indemnified Parties against, and protect, save and keep harmless the Newport Indemnified Parties from, any Taxes (within the meaning of Section 3.2.14 hereof) incurred by the Newport Indemnified Parties solely as a result of the Reorganization (including any of the individual transactions forming part thereof), without duplication, in an aggregate amount not to exceed $1 million (the "Newport Reorganization Indemnity"). For greater certainty, the Newport Reorganization Indemnity shall exclude any Taxes which would, but for the Reorganization, have been incurred by Newport in connection with the sale of its partnership interest in Capital CEK LP or Cap C LP. Notwithstanding anything to the contrary, the Purchaser shall not indemnify the Newport Indemnified Parties in respect of any Taxes imposed on Newport which were existing liabilities of Capital CEK LP or its affiliates at the time of, or arising in connection with any matter or omission occurring prior to, the commencement of the Reorganization.

Obligation of the Purchaser to Indemnify. 7.3.1 Subject to the limitations set forth in Section 7.6.3 hereof, the Purchaser hereby agrees to indemnify Newport Mountain High and its affiliates (together with its affiliatescollectively, partners, officers, directors, employees, agents, representatives, successors the “Mountain High Indemnified Parties”; the Purchaser Indemnified Parties and permitted assignsMountain High Indemnified Parties, collectively, the "Newport “Indemnified Parties"), Communications Holdco, Kenna Holdco and the Kenna Principals (individually a "Seller Indemnified Party" and collectively, the "Seller Indemnified Parties"”) against, and to protect, save and keep harmless the Seller Mountain High Indemnified Parties from, from and to pay on behalf of or reimburse the Seller Indemnified Parties as and when incurred for, assume liability for any and all Losses Losses, damages, penalties, claims, actions, suits, judgments, settlements, out-of-pocket costs, expenses and disbursements (including reasonable costs of investigation, and reasonable attorneys’, accountants’ and expert witnesses’ fees) of whatever kind and nature (collectively, “Losses”) that may be imposed on or incurred by the Seller Mountain High Indemnified Parties as a consequence of, in connection with, incident to, resulting from or arising out of or in any way related to or by virtue of: connection with (a) any misrepresentation, inaccuracy or breach of any warranty or representation of the Purchaser contained in Article IV hereof; or hereof (b) any action, demand, proceeding, investigation or claim by any third party (including any Governmental or Regulatory Authority) against or affecting any Seller Indemnified Party which may give rise to or evidence the existence of or relate to a misrepresentation or breach of any of the representations and warranties of the Purchaser contained in Article IV hereof; or (c) any breach or failure by the Purchaser to comply with, perform or discharge any obligation, agreement or covenant by the Purchaser contained in this Agreement. 7.3.2 The Agreement or (c) the assertion by any third party of any claim or cause of action relating to any Assumed Liability. Further, If Purchaser options to purchase the right to operate under Mountain High's license, as provided for in Section 2.1, Purchaser shall indemnify Mountain High for any damage or harm to the Newport Indemnified Parties againstlicense resulting from any act, and protect, save and keep harmless the Newport Indemnified Parties from, any Taxes (within the meaning of Section 3.2.14 hereof) incurred omission or failure by the Newport Indemnified Parties solely as a result of the Reorganization Purchaser (including any officer, shareholder, agent, employee or affiliate of the individual transactions forming part thereof), without duplication, in an aggregate amount not Purchaser) to exceed $1 million (the "Newport Reorganization Indemnity"). For greater certainty, the Newport Reorganization Indemnity shall exclude any Taxes which would, but for the Reorganization, have been incurred by Newport in connection comply with the sale of its partnership interest in Capital CEK LP or Cap C LP. Notwithstanding anything applicable CA state cannabis law pursuant to the contrary, the Purchaser shall not indemnify the Newport Indemnified Parties in respect of any Taxes imposed on Newport which were existing liabilities of Capital CEK LP or its affiliates at the time of, or arising in connection with any matter or omission occurring prior to, the commencement of the Reorganization16 CCR 5030.