Common use of AGREEMENT OF INDEMNITORS TO INDEMNIFY Clause in Contracts

AGREEMENT OF INDEMNITORS TO INDEMNIFY. Subject to the terms and ------------------------------------- conditions of this Article 10, Indemnitors jointly and severally agree to indemnify, defend, and hold harmless Indemnitees, and each of them, from, against, for and in respect of any and all Losses asserted against, or paid, suffered or incurred by, an Indemnitee and resulting from, based upon, or arising out of: (a) the inaccuracy, untruth, incompleteness or breach of any representation or warranty of any Indemnitor or Source contained in or made pursuant to this Agreement or in any certificate, Schedule, or Exhibit furnished by Indemnitors or Source in connection herewith (except that Source shall not be obligated to indemnify NDC for Losses arising out of the termination or cancellation of a Source Contract by a third party prior to Closing; provided that such termination or cancellation was not due to any breach of such Contract by Source), and for purposes of this Section 10.1(a) any qualification of such representations and warranties by reference to the materiality of matters stated therein or as to matters having or not having a "Material Adverse Effect,", and any limitation of such representations and warranties as being "to the knowledge of," or "known to" or words of similar effect, shall be disregarded, in determining any inaccuracy, untruth, incompleteness or breach thereof; (b) a breach of or failure to perform any covenant or agreement of Indemnitors or Source made in this Agreement; (c) any and all Taxes arising out of or associated with the Divestiture, as provided in Section 7.1(b) and determined as provided in Section 10.12; (d) any and all Taxes arising out of or associated with the matters set forth on Section 5.8(a)(ii) of the Source Disclosure Memorandum to the extent that, after using commercially reasonable efforts, NDC has been unable to collect such amounts from Xxxxx International Inc. or the customers involved in the transactions resulting in such Taxes; provided that NDC shall not pay such amounts to the applicable governmental authorities without direct assessment, or similar notice, from such authority directing payment thereof; or (e) any and all Losses relating to the matter set forth in Section 5.16(2) of the Source Disclosure Memorandum.

AGREEMENT OF INDEMNITORS TO INDEMNIFY. (a) Subject to the terms and ------------------------------------- conditions of this Article 107, Indemnitors jointly and severally agree Premiere agrees to indemnify, defend, and hold harmless the WorldCom Indemnitees, and each of them, from, against, for and in respect of any and all Losses asserted against, or paid, suffered or incurred by, an a WorldCom Indemnitee and resulting from, based upon, or arising out of: (ai) the inaccuracy, untruth, incompleteness or breach of any representation or warranty of any Indemnitor or Source Premiere Company contained in or made pursuant to this Agreement, any Related Agreement or in any certificate, Schedule, or Exhibit furnished by Indemnitors to WorldCom pursuant hereto or Source in connection herewith (except that Source shall not be obligated to indemnify NDC for Losses arising out of the termination or cancellation of a Source Contract by a third party prior to Closing; provided that such termination or cancellation was not due to any breach of such Contract by Source), and for purposes of this Section 10.1(a) any qualification of such representations and warranties by reference to the materiality of matters stated therein or as to matters having or not having a "Material Adverse Effect,", and any limitation of such representations and warranties as being "to the knowledge of," or "known to" or words of similar effect, shall be disregarded, in determining any inaccuracy, untruth, incompleteness or breach thereofthereto; (bii) a breach of or failure to perform any covenant or agreement of Indemnitors or Source a Premiere Company made in this Agreement or any Related Agreement; or (iii) any Third Party Claim of patent infringement, copyright infringement, contributory infringement or inducing infringement resulting from the manufacture, use, sale, importation or licensing of the Platform Services or of any other product or service provided by a Premiere Company under or in connection with a Related Agreement. (b) Subject to the terms and conditions of this Article 7, WorldCom agrees to indemnify, defend, and hold harmless the Premiere Indemnitees, and each of them, from, against, for and in respect of any and all Losses asserted against, or paid, suffered or incurred by, a Premiere Indemnitee and resulting from, based upon, or arising out of: (i) the inaccuracy, untruth, incompleteness or breach of any representation or warranty of any WorldCom Company contained in or made pursuant to this Agreement, any Related Agreement or in any certificate, Schedule, or Exhibit furnished to Premiere pursuant hereto or thereto; (ii) a breach of or failure to perform any covenant or agreement of a WorldCom Company made in this Agreement or any Related Agreement; (ciii) any and all Taxes arising out Third Party Claim of patent infringement, copyright infringement, contributory infringement or associated inducing infringement resulting from the manufacture, use, sale, importation or licensing of any product or service provided by WorldCom under or in connection with the Divestiture, as provided in Section 7.1(b) and determined as provided in Section 10.12; (d) any and all Taxes arising out of or associated with the matters set forth on Section 5.8(a)(ii) of the Source Disclosure Memorandum to the extent that, after using commercially reasonable efforts, NDC has been unable to collect such amounts from Xxxxx International Inc. or the customers involved in the transactions resulting in such Taxes; provided that NDC shall not pay such amounts to the applicable governmental authorities without direct assessment, or similar notice, from such authority directing payment thereofa Related Agreement; or (eiv) any and all Losses Third Party Claim relating to the matter set forth in Section 5.16(2) purchase by Premiere of the Source Disclosure MemorandumConetco Receivable except to the extent the same solely results from, is based upon or arises out of an act or omission of a Premiere Company.

AGREEMENT OF INDEMNITORS TO INDEMNIFY. Subject to the terms and ------------------------------------- conditions of this Article 108, Indemnitors jointly and severally agree to indemnify, defend, and hold harmless Indemnitees, and each of them, from, against, for and in respect of any and all Losses asserted against, or paid, suffered or incurred by, an Indemnitee and resulting from, based upon, or arising out of: (a) the inaccuracy, untruth, incompleteness or breach of any representation or warranty of any Indemnitor or Source VoiceCom contained in or made pursuant to this Agreement or in any certificate, Schedule, or Exhibit furnished by Indemnitors or Source VoiceCom in connection herewith (except that Source shall not be obligated to indemnify NDC for Losses arising out of the termination or cancellation of a Source Contract by a third party prior to Closing; provided that such termination or cancellation was not due to any breach of such Contract by Source), and for purposes of this Section 10.1(a) any qualification of such representations and warranties by reference to the materiality of matters stated therein or as to matters having or not having a "Material Adverse Effect,", and any limitation of such representations and warranties as being "to the knowledge of," or "known to" or words of similar effect, shall be disregarded, in determining any inaccuracy, untruth, incompleteness or breach thereofherewith; (b) a breach of or failure to perform any covenant or agreement of Indemnitors or Source made in this Agreement; (c) any and all Taxes arising out claim related to the infringement by VoiceCom of or associated with the Divestitureany patents issued to Xxxxx Xxxxxx (including patents assigned by Xxxxx Xxxxxx to Elk Industries, as provided in Section 7.1(b) and determined as provided in Section 10.12Inc.); (d) any and all Taxes arising out of or associated with the matters set forth on Section 5.8(a)(ii) of the Source Disclosure Memorandum claim related to the extent thatinfringement by VoiceCom of any patents issued to Xxxxxx Xxxxxx (including patents assigned by Xxxxxx Xxxxxx to Xxxxxx Communications, after using commercially reasonable efforts, NDC has been unable to collect such amounts from Xxxxx International Inc. or the customers involved in the transactions resulting in such Taxes; provided that NDC shall not pay such amounts to the applicable governmental authorities without direct assessment, or similar notice, from such authority directing payment thereof; orInc.; (e) the failure of the VoiceCom Entities to obtain, as of the Closing Date, any Permit, including, but not limited to costs and all Losses relating expenses incurred by Indemnitee resulting from Indemnitee's securing or obtaining such Permit; (f) the non-compliance by the VoiceCom Entities with or violation of any Law or Order occurring prior to the matter Closing Date, including, but not limited to costs and expenses incurred by Indemnitee resulting from any such non- compliance; and (g) the failure of VoiceCom and AT&T Communications to enter into an agreement that reflects the terms set forth in Section 5.16(2) of the Source Disclosure Memorandumwritten offer from AT&T to VoiceCom dated September 12, 1997.

AGREEMENT OF INDEMNITORS TO INDEMNIFY. (a) Subject to the terms and ------------------------------------- conditions of this Article 109, Indemnitors the Shareholders jointly and severally agree to indemnify, defend, and hold harmless Acsys, Icon and their respective officers, directors, controlling persons, Affiliates and Representatives (the "Acsys Indemnitees"), and each of them, from, against, for and in respect of any and all Losses asserted against, or paid, suffered or incurred by, an Acsys Indemnitee and resulting from, based upon, or arising out of: (ai) the inaccuracy, untruth, incompleteness or breach ("Breach") of any representation or warranty of any Indemnitor Shareholder or Source Icon contained in or made pursuant to this Agreement or in any certificate, Scheduleschedule, or Exhibit furnished by Indemnitors Icon or Source any Shareholder in connection herewith (except that Source shall not be obligated to indemnify NDC for Losses arising out of the termination or cancellation of a Source Contract by a third party prior to Closing; provided that such termination or cancellation was not due to any breach of such Contract by Source), and for purposes of this Section 10.1(a9.1(a) any qualification of such representations and warranties by reference to the materiality of matters stated therein or (other than in Section 4.8) as to matters having or not having a an "Icon Material Adverse Effect,", and any limitation of such representations and warranties as being "to the knowledge of," or "known to" or words of similar effect, shall be disregarded, in determining any inaccuracyBreach thereof; provided, untruth, incompleteness that no non-Breaching Shareholder shall be obligated to indemnify any Acsys Indemnitee in respect of a Breach of any of the representations or breach thereofwarranties set forth in Section 4.3 with respect to any other Shareholder; (bii) a breach of or failure to perform any covenant or agreement of Indemnitors the Shareholders or Source Icon made in this Agreement;; and (ciii) any and all Taxes arising out of or associated with the Divestiture, as provided matters described in Section 7.1(b) and determined as provided in Section 10.12; (d) any and all Taxes arising out of or associated with the matters set forth on Section 5.8(a)(ii9.1(a) of the Source Icon Disclosure Memorandum Memorandum. (b) Subject to the extent thatterms and conditions of this Article 9, after using commercially reasonable effortsAcsys agrees to indemnify, NDC has been unable to collect such amounts from Xxxxx International Inc. or defend, and hold harmless the customers involved Shareholders from, against, for and in the transactions resulting in such Taxes; provided that NDC shall not pay such amounts to the applicable governmental authorities without direct assessment, or similar notice, from such authority directing payment thereof; or (e) respect of any and all Losses relating asserted against, or paid, suffered or incurred by, a Shareholder and resulting from, based upon, or arising out of: (i) the Breach of any representation or warranty of Acsys contained in or made pursuant to the matter set forth this Agreement or in any certificate, schedule, or Exhibit furnished by Indemnitors in connection herewith and for purposes of this Section 9.1(b) any qualification of such representations and warranties (other than in Section 5.16(25.7) by reference as to matters having or not having an "Acsys Material Adverse Effect" shall be disregarded, in determining any Breach thereof; and (ii) a breach of the Source Disclosure Memorandumor failure to perform any covenant or agreement of Acsys made in this Agreement.

AGREEMENT OF INDEMNITORS TO INDEMNIFY. Subject to the terms and ------------------------------------- conditions of this Article 1011, Indemnitors jointly and severally agree to indemnify, defend, and hold harmless Indemnitees, and each of them, from, against, for and in respect of any and all Losses asserted against, or paid, suffered or incurred by, an Indemnitee and resulting from, based upon, or arising out of: (a) the inaccuracy, untruth, incompleteness or breach of any representation or warranty of any Indemnitor Shareholder or Source ATS contained in or made pursuant to this Agreement or in any certificate, Schedule, or Exhibit furnished by Indemnitors ATS or Source any Shareholder in connection herewith (except that Source shall not be obligated to indemnify NDC for Losses arising out of the termination or cancellation of a Source Contract by a third party prior to Closing; provided that such termination or cancellation was not due to any breach of such Contract by Source), and for purposes of this Section 10.1(a) any qualification of such representations and warranties by reference to the materiality of matters stated therein or as to matters having or not having a "Material Adverse Effect,", and any limitation of such representations and warranties as being "to the knowledge of," or "known to" or words of similar effect, shall be disregarded, in determining any inaccuracy, untruth, incompleteness or breach thereofherewith; (b) a breach of or failure to perform any covenant or agreement of Indemnitors Shareholders or Source ATS made in this Agreement;; and (c) any and all Taxes arising out claim related to the infringement by ATS of or associated with the Divestitureany patents issued to Xxxxxx Xxxxxx (including patents assigned by Xxxxxx Xxxxxx to Xxxxxx Communications, as provided in Section 7.1(b) and determined as provided in Section 10.12Inc.); (d) any and all Taxes arising out liability for taxes on account of periods ending on or associated with prior to the matters set forth Effective Time, whether or not such liability is a breach of Section 5.9 or is disclosed on Section 5.8(a)(ii) of the Source Disclosure Memorandum to the extent that, after using commercially reasonable efforts, NDC has been unable to collect such amounts from Xxxxx International Inc. 5.9 or the customers involved in the transactions resulting in such Taxes; provided that NDC shall not pay such amounts to the applicable governmental authorities without direct assessment, or similar notice, from such authority directing payment thereof; orATS Financial Statements; (e) any and all Losses relating liability related to any ATS Benefit Plan on account of periods ending on or prior to the matter set forth Effective Time, whether or not such liability is in breach of Section 5.15 or is disclosed in Section 5.16(25.15 or in the ATS Financial Statements; (f) any claim by any recipient of any distribution described on Schedule 3.1(d) of the Source ATS Disclosure MemorandumMemorandum that would have been released or discharged had such recipient executed a release as described in Section 9.15 hereof.

AGREEMENT OF INDEMNITORS TO INDEMNIFY. Subject to the terms and ------------------------------------- conditions of this Article 10, Indemnitors jointly and severally agree to indemnify, defend, and hold harmless Indemnitees, and each of them, from, against, for and in respect of any and all Losses asserted against, or paid, suffered or incurred by, an Indemnitee and resulting from, based upon, or arising out of: (a) the inaccuracy, untruth, incompleteness or breach of any representation or warranty of (i) any Indemnitor or Source VTN contained in or made pursuant to this Agreement or in any certificate, Schedule, or Exhibit furnished by Indemnitors or Source in connection herewith or (except that Source shall not be obligated to indemnify NDC for Losses arising out ii) VTE or any Stockholder of VTE in the termination or cancellation of a Source Contract by a third party prior to ClosingVTE Merger Agreement; provided that such termination or cancellation was not due to any breach of such Contract by Source), and for purposes of this Section 10.1(a) any qualification of such representations and warranties by reference to the materiality of matters stated therein or as to matters having or not having a "Material Adverse Effect,", and any limitation of such representations and warranties as being "to the knowledge of," or "known to" or words of similar effect, shall be disregarded, in determining any inaccuracy, untruth, incompleteness or breach thereof; (b) a breach of or failure to perform any covenant or agreement of (i) Indemnitors or Source VTN made in this Agreement or (ii) VTN or the Stockholders of VTE in the VTE Merger Agreement;; and (c) any and all Taxes arising out claim by a current or former Franchisee (or beneficiary of an SRA) related to the ownership, control, operation, administration or associated with other rights to the DivestitureNetwork or VTNLP, including without limitation any claim based on the sale or provision of Network services or right to control access to the Network to the extent such claim is based on a right purportedly in existence as provided in Section 7.1(b) and determined as provided in Section 10.12of the Effective Time;. (d) any and all Taxes claim arising out of or associated with related to the matters set forth on Section 5.8(a)(iiin Sections 5.9(a) and 5.15(b) of the Source VTN Disclosure Memorandum to and Sections 5.9(a) and 5.15(b) of the extent that, after using commercially reasonable efforts, NDC has been unable to collect such amounts from Xxxxx International Inc. or the customers involved in the transactions resulting in such Taxes; provided that NDC shall not pay such amounts to the applicable governmental authorities without direct assessment, or similar notice, from such authority directing payment thereof; orVTE Disclosure Memorandum; (e) any and all Losses relating claim arising out of or related to the matter matters set forth in Section 5.16(25.11(c) of the Source VTN Disclosure Memorandum and Section 5.11(c) of the VTE Disclosure Memorandum; (f) any claim by an officer or director or former officer or director of VTN for indemnification under the by-laws of VTN or any Subsidiary of VTN or pursuant to any Contract relating to a claim brought against such officer or director in such capacity relating to any act or omission or alleged act or omission occurring in whole or in part on or prior to the Effective Time; and (g) any claim by any member of the board of directors or trustees of the NAP or the Franchisee Association pursuant to the indemnification letter attached as Section 10.1(g) of the VTE Disclosure Memorandum or Sectin 10.1(g) of the VTE Disclosure Memorandum.

AGREEMENT OF INDEMNITORS TO INDEMNIFY. (a) Subject to the terms and ------------------------------------- conditions of this Article 108, Indemnitors jointly and the ACSYS Shareholders severally (in proportion to their respective ownership of shares of ICCE Common Stock issued in the Merger to ACSYS Shareholders), not jointly, agree to indemnify, defend, and hold harmless Indemnitees, and each of them, ICCE from, against, for and in respect of any and all Losses asserted against, or paid, suffered or incurred by, an Indemnitee ICCE or any of its Subsidiaries and resulting from, based upon, or arising out of: (ai) the inaccuracy, untruth, incompleteness or breach of any representation or warranty of any Indemnitor ACSYS Shareholder or Source ACSYS contained in or made pursuant to this Agreement or in any certificate, Schedule, or Exhibit furnished by Indemnitors ACSYS or Source any ACSYS Shareholder in connection herewith (except that Source shall not be obligated to indemnify NDC for Losses arising out of the termination or cancellation of a Source Contract by a third party prior to Closing; provided that such termination or cancellation was not due to any breach of such Contract by Source), and for purposes of this Section 10.1(a8.1(a) any qualification of such representations and warranties by reference to the materiality of matters stated therein or as to matters having or not having a "Material Adverse Effect,", and any limitation of such representations and warranties as being "to the knowledge of," or "known to" or words of similar effect, shall be disregarded, disregarded in determining any inaccuracy, untruth, incompleteness or breach thereof;; and (bii) a breach of or failure to perform any covenant or agreement of Indemnitors the ACSYS Shareholders or Source ACSYS made in this Agreement;. (b) Subject to the terms and conditions of this Article 8, ICCE agrees to indemnify, defend, and hold harmless the ACSYS Shareholders from, against, for and in respect of any and all Losses asserted against, or paid, suffered or incurred by, a ACSYS Shareholder and resulting from, based upon, or arising out of: (i) the inaccuracy, untruth, incompleteness or breach of any representation or warranty of ICCE contained in or made pursuant to this Agreement or in any certificate, Schedule, or Exhibit furnished by ICCE in connection herewith and for purposes of this Section 8.1(b) any qualification of such representations and warranties by reference to the materiality of matters stated therein or as to matters having or not having a "Material Adverse Effect" shall be disregarded in determining any inaccuracy, untruth, incompleteness or breach thereof; and (ii) a breach of or failure to perform any covenant or agreement of ICCE made in this Agreement. (c) any Subject to the terms and all Taxes arising out conditions of or associated with this Article 8, the Divestiture, ICCE Shareholders severally (in proportion to their respective ownership of shares of ICCE Common Stock held as provided in Section 7.1(b) and determined as provided in Section 10.12; (d) any and all Taxes arising out of or associated with the matters set forth on Section 5.8(a)(ii) of the Source Disclosure Memorandum date hereof by ICCE Shareholders), not jointly, agree to the extent thatindemnify, after using commercially reasonable effortsdefend, NDC has been unable to collect such amounts from Xxxxx International Inc. or the customers involved and hold harmless ICCE from, against, for and in the transactions resulting in such Taxes; provided that NDC shall not pay such amounts to the applicable governmental authorities without direct assessment, or similar notice, from such authority directing payment thereof; or (e) respect of any and all Losses relating asserted against, or paid, suffered or incurred by, ICCE or any of its Subsidiaries and resulting from, based upon, or arising out of: (i) the inaccuracy, untruth, incompleteness or breach of any representation or warranty of ICCE contained in or made pursuant to this Agreement or in any certificate, Schedule, or Exhibit furnished by ICCE in connection herewith and for purposes of this Section 8.1(c) any qualification of such representations and warranties by reference to the matter set forth materiality of matters stated therein or as to matters having or not having a "Material Adverse Effect" shall be disregarded in Section 5.16(2determining any inaccuracy, untruth, incompleteness or breach thereof; and (ii) a breach of the Source Disclosure Memorandumor failure to perform any covenant or agreement of ICCE made in this Agreement.

AGREEMENT OF INDEMNITORS TO INDEMNIFY. Subject to the terms and ------------------------------------- conditions of this Article 10, Indemnitors jointly and severally agree to indemnify, defend, and hold harmless Indemnitees, and each of them, from, against, for and in respect of any and all Losses asserted against, or paid, suffered or incurred by, an Indemnitee and resulting from, based upon, or arising out of: (a) the inaccuracy, untruth, incompleteness or breach of any representation or warranty of (i) any Indemnitor or Source VTE contained in or made pursuant to this Agreement or in any certificate, Schedule, or Exhibit furnished by Indemnitors or Source in connection herewith or (except that Source shall not be obligated to indemnify NDC for Losses arising out ii) VTN or any Stockholder of VTN in the termination or cancellation of a Source Contract by a third party prior to ClosingVTN Merger Agreement; provided that such termination or cancellation was not due to any breach of such Contract by Source), and for purposes of this Section 10.1(a) any qualification of such representations and warranties by reference to the materiality of matters stated therein or as to matters having or not having a "Material Adverse Effect,", and any limitation of such representations and warranties as being "to the knowledge of," or "known to" or words of similar effect, shall be disregarded, in determining any inaccuracy, untruth, incompleteness or breach thereof; (b) a breach of or failure to perform any covenant or agreement of (i) Indemnitors or Source VTE made in this Agreement or (ii) VTN or the Stockholders of VTN in the VTN Merger Agreement;; and (c) any and all Taxes arising out claim by a current or former Franchisee (or beneficiary of an SRA) related to the ownership, control, operation, administration or associated with other rights to the DivestitureNetwork or VTNLP, including without limitation any claim based on the sale or provision of Network services or right to control access to the Network to the extent such claim is based on a right purportedly in existence as provided in Section 7.1(b) and determined as provided in Section 10.12of the Effective Time;. (d) any and all Taxes claim arising out of or associated with related to the matters set forth on Section 5.8(a)(iiin Sections 5.9(a) and 5.15(b) of the Source VTE Disclosure Memorandum to and Sections 5.9(a) and 5.15(b) of the extent that, after using commercially reasonable efforts, NDC has been unable to collect such amounts from Xxxxx International Inc. or the customers involved in the transactions resulting in such Taxes; provided that NDC shall not pay such amounts to the applicable governmental authorities without direct assessment, or similar notice, from such authority directing payment thereof; orVTN Disclosure Memorandum; (e) any and all Losses relating claim arising out of or related to the matter matters set forth in Section 5.16(25.11(c) of the Source VTE Disclosure Memorandum and Section 5.11(c) of the VTN Disclosure Memorandum; (f) any claim by an officer or director or former officer or director of VTE for indemnification under the by-laws of VTE or any Subsidiary of VTE or pursuant to any Contract relating to a claim brought against such officer or director in such capacity relating to any act or omission or alleged act or omission occurring in whole or in part on or prior to the Effective Time; and (g) any claim by any member of the board of directors or trustees of the NAP or the Franchisee Association pursuant to the indemnification letter attached as Section 10.1(g) of the VTE Disclosure Memorandum.

AGREEMENT OF INDEMNITORS TO INDEMNIFY. (a) Subject to the terms and ------------------------------------- conditions of this Article 109, Indemnitors the Shareholder jointly and severally agree to indemnify, defend, and hold harmless ICCE, RFCG and their respective officers, directors, shareholders, controlling persons, Affiliates and Representatives (the "ICCE Indemnitees"), and each of them, from, against, for and in respect of any and all Losses asserted against, or paid, suffered or incurred by, an ICCE Indemnitee and resulting from, based upon, or arising out of: (ai) the inaccuracy, untruth, incompleteness or breach of any representation or warranty of any Indemnitor Shareholder or Source RFCG contained in or made pursuant to this Agreement or in any certificate, Schedule, or Exhibit furnished by Indemnitors or Source in connection herewith (except that Source shall not be obligated to indemnify NDC for Losses arising out of the termination or cancellation of a Source Contract by a third party prior to Closing; provided that such termination or cancellation was not due to any breach of such Contract by Source), and for purposes of this Section 10.1(a9.1(a) any qualification of such representations and warranties by reference to the materiality of matters stated therein or as to matters having or not having a "Material Adverse Effect,", " and any limitation of such representations and warranties as being "to the knowledge of," or "known to" or words of similar effect, shall be disregarded, in determining any inaccuracy, untruth, incompleteness or breach thereof;; and (bii) a breach of or failure to perform any covenant or agreement of Indemnitors the Shareholders or Source RFCG made in this Agreement;. (cb) any and all Taxes arising out of or associated with the Divestiture, as provided in Section 7.1(b) and determined as provided in Section 10.12; (d) any and all Taxes arising out of or associated with the matters set forth on Section 5.8(a)(ii) of the Source Disclosure Memorandum Subject to the extent thatterms and conditions of this Article 9, after using commercially reasonable effortsICCE agrees to indemnify, NDC has been unable to collect such amounts from Xxxxx International Inc. or defend, and hold harmless the customers involved Shareholders from, against, for and in the transactions resulting in such Taxes; provided that NDC shall not pay such amounts to the applicable governmental authorities without direct assessment, or similar notice, from such authority directing payment thereof; or (e) respect of any and all Losses relating asserted against, or paid, suffered or incurred by, a Shareholder and resulting from, based upon, or arising out of: (i) the inaccuracy, untruth, incompleteness or breach of any representation or warranty of ICCE contained in or made pursuant to this Agreement or in any certificate, Schedule, or Exhibit furnished by Indemnitors in connection herewith and for purposes of this Section 9.1(b) any qualification of such representations and warranties by reference to the matter set forth materiality of matters stated therein or as to matters having or not having a "Material Adverse Effect," and any limitation of such representations and warranties as being "to the knowledge of," or "known to" or words of similar effect, shall be disregarded, in Section 5.16(2determining any inaccuracy, untruth, incompleteness or breach thereof; and (ii) a breach of the Source Disclosure Memorandumor failure to perform any covenant or agreement of ICCE made in this Agreement.

AGREEMENT OF INDEMNITORS TO INDEMNIFY. (a) Subject to the terms and ------------------------------------- conditions of this Article 107 and in addition to the indemnification provided in Section 5A.1(j), Indemnitors the Sellers jointly and severally agree to indemnify, defend, and hold harmless IndemniteesBAC and the Quincy's Entities, and each of them, from, against, for and in respect of any and all Losses asserted against, or paid, suffered or incurred by, an Indemnitee BAC or any Quincy's Entity and resulting from, based upon, or arising out of: (ai) the inaccuracy, untruth, incompleteness inaccuracy or breach of any representation or warranty of any Indemnitor or Source Sellers contained in or made pursuant to this Agreement or in any certificate, Schedule, or Exhibit furnished by Indemnitors or Source in connection herewith (except that Source shall not be obligated to indemnify NDC for Losses arising out of the termination or cancellation of a Source Contract by a third party prior to Closing; provided that such termination or cancellation was not due to any breach of such Contract by Source)Agreement, and for purposes of this Section 10.1(a7.1(a)(i) any qualification of such representations and warranties (other than in Sections 2.7 and 2.8) by reference to the materiality of matters stated therein or as to matters having or not having a "Material Adverse Effect," shall be disregarded, in determining any inaccuracy, untruth, incompleteness or breach thereof, (ii) a breach of or failure to perform any obligation, covenant or agreement of any Seller made in this Agreement; (iii) the Excluded Assets; and (iv) the Excluded Liabilities. (b) Subject to the terms and conditions of this Article 7 and in addition to the indemnification provided in Section 5A.1(k), BAC agrees to indemnify, defend, and hold harmless and shall cause each Quincy's Entity to indemnify, defend and hold harmless the Sellers, and each of them, from, against, for and in respect of any and all Losses asserted against, or paid, suffered or incurred by, any Seller and resulting from, based upon, or arising out of: (i) the inaccuracy or breach of any representation or warranty of BAC contained in this Agreement and for purposes of this Section 7.1(b)(i) any qualification of such representations and warranties by reference to the materiality of matters stated therein or as to matters having or not having a "Material Adverse Effect,", and any limitation of such representations and warranties as being "to the knowledge of," or "known to" or words of similar effect, shall be disregarded, in determining any inaccuracy, untruth, incompleteness or breach thereof;; and (bii) a breach of or failure to perform any covenant or agreement of Indemnitors or Source BAC made in this Agreement; (c) any and all Taxes arising out of or associated with the Divestiture, as provided in Section 7.1(b) and determined as provided in Section 10.12; (d) any and all Taxes arising out of or associated with the matters set forth on Section 5.8(a)(ii) of the Source Disclosure Memorandum to the extent that, after using commercially reasonable efforts, NDC has been unable to collect such amounts from Xxxxx International Inc. or the customers involved in the transactions resulting in such Taxes; provided that NDC shall not pay such amounts to the applicable governmental authorities without direct assessment, or similar notice, from such authority directing payment thereof; or (e) any and all Losses relating to the matter set forth in Section 5.16(2) of the Source Disclosure Memorandum.