By Sellers and Business Consultant Sample Clauses

By Sellers and Business Consultant. The Sellers and Business Consultant, from the date of this signed agreement, jointly, severally and individually, agree to indemnify, defend and hold harmless the Buyer from and against any and all Damages, claims, deficiencies, assessments, losses, suits, Proceedings, actions, investigations, penalties, interest, costs and expenses including, without limitation, reasonable fees and expenses of counsel, amounts paid in settlement and reasonable costs of investigation (whether suit is instituted or not and, if instituted, whether at the trial or appellate level) (collectively, the “Liabilities”), whether in law or equity, arising from or in connection with (a) the failure of any representation of the Sellers contained in this Agreement or in any document delivered in connection herewith to be true and correct or (b) any breach or violation of any of the warranties, covenants or agreements of the Sellers contained in this Agreement or in any document delivered in connection herewith. Notwithstanding anything in this Agreement to the contrary (or which could be construed as such), the maximum under this Agreement shall be Ten Million Dollars ($10,000,000) (the “Aggregate Liability Amount”).