Common use of Agreement of the Selling Shareholders to Indemnify Clause in Contracts

Agreement of the Selling Shareholders to Indemnify. The Selling Shareholders will indemnify, defend, and hold harmless, to the full extent of the law, PGT and its shareholders from, against, and in respect of any and all Losses asserted against, relating to, imposed upon, or incurred by PGT and its shareholders by reason of, resulting from, based upon or arising out of: (a) any breach by the Selling Shareholders of Section 2.2 of this Agreement; or (b) any misstatement, misrepresentation or breach of the representations and warranties made by the Selling Shareholders contained in or made pursuant to the Regulation S Certificate, Rule 506 Certificate or the Questionnaire executed by each Selling Shareholder as part of the share exchange procedure detailed in Section 2.3 of this Agreement.