Common use of AGREEMENT BY MTLM TO INDEMNIFY Clause in Contracts

AGREEMENT BY MTLM TO INDEMNIFY. MTLM agrees to indemnify, defend and hold the Shareholders harmless from and against the aggregate of all Indemnifiable Damages (as defined below). (a) For purposes of this Agreement, "Shareholders Indemnifiable Damages" means, without duplication, the aggregate of all expenses, losses, costs, deficiencies, liabilities and damages (including, without limitation, reasonable related counsel and paralegal fees and expenses) incurred or suffered by the Shareholders, on a pre-tax consolidated basis, to the extent (i) resulting from any breach of a representation or warranty made by MTLM in or pursuant to this Agreement, (ii) resulting from any breach of the covenants or agreements made by MTLM in or pursuant to this Agreement, or (iii) resulting from any inaccuracy in any certificate delivered by MTLM pursuant to this Agreement.

AGREEMENT BY MTLM TO INDEMNIFY. MTLM agrees to indemnify, defend indemnify and hold the Shareholders harmless from and against the aggregate of all Indemnifiable Damages (as defined below). (a) For purposes of this Agreement, "Shareholders Shareholder Indemnifiable Damages" means, without duplication, the aggregate of all expenses, losses, costs, deficiencies, liabilities and damages (including, without limitation, reasonable related counsel and paralegal fees and expenses) incurred or suffered by the Shareholders, on a pre-tax consolidated basis, to the extent (i) resulting from any breach of a representation or warranty made by MTLM in or pursuant to this Agreement, (ii) resulting from any breach of the covenants or agreements made by MTLM in or pursuant to this Agreement, or (iii) resulting from any inaccuracy in any certificate delivered by MTLM pursuant to this Agreement.

AGREEMENT BY MTLM TO INDEMNIFY. MTLM agrees to indemnify, defend and hold the Shareholders Members harmless from and against the aggregate of all Indemnifiable Damages (as defined below). (a) For purposes of this Agreement, "Shareholders Members Indemnifiable Damages" means, without duplication, the aggregate of all expenses, losses, costs, deficiencies, liabilities and damages (including, without limitation, reasonable related counsel and paralegal fees and expenses) incurred or suffered by the ShareholdersMembers, on a pre-tax consolidated basis, to the extent (i) resulting from any breach of a representation or warranty made by MTLM in or pursuant to this Agreement, (ii) resulting from any breach of the covenants or agreements made by MTLM in or pursuant to this Agreement, or (iii) resulting from any inaccuracy in any certificate delivered by MTLM pursuant to this Agreement.

AGREEMENT BY MTLM TO INDEMNIFY. MTLM agrees to indemnify, defend and hold the Shareholders harmless from and against the aggregate of all Shareholders Indemnifiable Damages (as defined below). (a) For purposes of this Agreement, "Shareholders Indemnifiable Damages" means, without duplication, the aggregate of all expenses, losses, costs, deficiencies, liabilities and damages (including, without limitation, related and reasonable related counsel and paralegal fees and expenses) incurred or suffered by the Shareholders, on a pre-tax consolidated basis, to the extent (i) resulting from any breach of a representation or warranty made by MTLM and Sub in or pursuant to this Agreement, (ii) resulting from any breach of the covenants or agreements made by MTLM and Sub in or pursuant to this Agreement, or (iii) resulting from any inaccuracy in any certificate delivered by MTLM and Sub pursuant to this Agreement.