Common use of Obligations of Indemnification Clause in Contracts

Obligations of Indemnification. (a) Subject to Section 10.4 and the other terms and conditions of this Article X, each Shareholder severally agrees to indemnify and hold harmless WGI and Buyer and their respective directors, officers, agents, representatives and Affiliates and their successors and assigns (the “Buyer Indemnified Parties”) from and against any and all Losses, directly or indirectly, as a result of, or based upon or arising from (i) the breach of any of such Seller’s representations or warranties made by such Seller in Article III, and (ii) the breach of any covenant or agreement by such Seller contained in this Agreement. (b) Subject to Section 10.4 and the other terms and conditions of this Article X, from and after the Closing, each Key Shareholder jointly and severally, and each Non-Key Shareholder and Excluded Seller severally, agrees to indemnify and hold harmless the Buyer Indemnified Parties from and against and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses, directly or indirectly, as a result of, or based upon or arising from (i) the breach of any representation or warranty made by Integral Analytics contained in Article IV; (ii) the breach of any covenant or agreement by Integral Analytics contained in this Agreement; and (iii) any Pre-Closing Taxes. (c) Subject to Section 10.4 and the other terms and conditions of this Article X, from and after the Closing, Buyer agrees to indemnify and hold harmless Sellers and their respective agents, representatives and Affiliates and their respective successors and assigns (the “Seller Indemnified Parties” and, together with the Buyer Indemnified Parties, the “Indemnified Parties” and each an “Indemnified Party”) from and against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses, directly or indirectly, as a result of, or based upon or arising from (i) the breach of any representation or warranty made by Buyer contained in Article V, and (ii) the breach of any covenant or agreement by Buyer contained in this Agreement.

Obligations of Indemnification. (a) Subject to Section 10.4 Each Seller, severally and the other terms and conditions of this Article Xnot jointly, each Shareholder severally agrees to indemnify and hold harmless WGI and Buyer and their respective its directors, officers, agents, representatives and Affiliates and their successors and assigns (the “Buyer Indemnified Parties”) from and against any and all Losses, directly or indirectly, as a result of, or based upon or arising from (i) the breach of any of such Seller’s representations or warranties made by such Seller in Article III, and (ii) the breach of any covenant or agreement by such Seller contained in this Agreement. (b) Subject to Section 10.4 and the other terms and conditions of this Article X10.4, from and after the Closing, each Key Shareholder Sellers jointly and severally, and each Non-Key Shareholder and Excluded Seller severally, agrees severally agree to indemnify and hold harmless the Buyer Indemnified Parties from and against and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses, directly or indirectly, as a result of, or based upon or arising from (i) the breach of any representation or warranty made by Integral Analytics Abacus contained in Article IV; (ii) the breach of any covenant or agreement by Integral Analytics Abacus contained in this Agreement; and (iii) any Pre-Closing Taxes. (c) Subject to Section 10.4 and the other terms and conditions of this Article X, from and after the Closing10.4, Buyer agrees to indemnify and hold harmless Sellers and their respective directors, partners, officers, agents, representatives and Affiliates and their respective successors and assigns (the “Seller Indemnified Parties” and, and together with the Buyer Indemnified Parties, the “Indemnified Parties” and each an “Indemnified Party”) from and against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, against any and all Losses, directly or indirectly, as a result of, or based upon or arising from (i) the breach of any representation or warranty made by Buyer contained in Article V, and (ii) the breach of any covenant or agreement by Buyer contained in this Agreement.

Obligations of Indemnification. (a) Subject to Section 10.4 Each Seller, severally and the other terms and conditions of this Article Xnot jointly, each Shareholder severally agrees to indemnify and hold harmless WGI and the Buyer and their respective its directors, officers, agents, representatives and Affiliates and their successors and assigns (the “Buyer Indemnified Parties”) from and against any and all Losses, directly or indirectly, as a result of, or based upon or arising from (i) the breach of any of such Seller’s representations or warranties made by such Seller in Article III, and (ii) the breach of any covenant or agreement by such Seller contained in this Agreement. (b) Subject to Section 10.4 and the other terms and conditions of this Article X, from and after the Closing10.4, each Key Shareholder jointly Seller severally and severally, and each Non-Key Shareholder and Excluded Seller severallynot jointly, agrees to indemnify and hold harmless the Buyer Indemnified Parties from and against any and shall all Losses, directly or indirectly, as a result of, or based upon or arising from, without duplication, (i) the breach of any representation or warranty made by the Company contained in Article IV; (ii) the breach of any covenant or agreement by the Company contained in this Agreement; and (iii) any Pre-Closing Taxes. (c) Subject to Section 10.4, the Buyer agrees to indemnify and hold each of them harmless the Sellers and their respective directors, partners, officers, agents, representatives and Affiliates and their successors and assigns (the “Seller Indemnified Parties” and together with the Buyer Indemnified Parties, the “Indemnified Parties”) from and against, and shall pay and reimburse each of them for, against any and all Losses, directly or indirectly, as a result of, or based upon or arising from (i) the breach of any representation or warranty made by Integral Analytics contained in Article IV; (ii) the breach of any covenant or agreement by Integral Analytics contained in this Agreement; and (iii) any Pre-Closing Taxes. (c) Subject to Section 10.4 and the other terms and conditions of this Article X, from and after the Closing, Buyer agrees to indemnify and hold harmless Sellers and their respective agents, representatives and Affiliates and their respective successors and assigns (the “Seller Indemnified Parties” and, together with the Buyer Indemnified Parties, the “Indemnified Parties” and each an “Indemnified Party”) from and against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses, directly or indirectly, as a result of, or based upon or arising from (i) the breach of any representation or warranty made by Buyer contained in Article V, and (ii) the breach of any covenant or agreement by the Buyer contained in this Agreement.