Common use of GENERAL INDEMNIFICATION OF STOCKHOLDER AND CORPORATION Clause in Contracts

GENERAL INDEMNIFICATION OF STOCKHOLDER AND CORPORATION. Omega and OHSI shall indemnify, defend and hold Corporation and its officers, directors, Stockholder, agents, employees, representatives, successors and assigns harmless from any and all damage, loss, cost, obligation, claims, demands, assessments, judgments or liability (whether based on contract, tort, product liability, strict liability or otherwise), including taxes and all expenses (including interest, penalties and reasonable attorneys' and accountants' fees and disbursements) incurred by any of the above-named persons, resulting from or in connection with misrepresentations, breach of warranties or failure to perform any covenant or agreement of Omega or OHSI contained herein. Stockholder agrees to give prompt notice to Omega of the assertion of any claim, or the threat or commencement of any suit, action, proceeding or other matter in respect of which indemnity may be sought under this Section 9.2. Omega or OHSI may participate in the defense of any such suit, action, proceeding or other matter at Omega's or OHSI's expense. Neither Omega nor OHSI shall be liable under this Section 9.2 for any settlement effected without Omega's or OHSI's consent of any claim, suit, action, proceeding or other matter in respect of which indemnity may be sought under this Section 9.2, which consent shall not be unreasonably withheld.

GENERAL INDEMNIFICATION OF STOCKHOLDER AND CORPORATION. Omega and OHSI shall indemnify, defend and hold Corporation and its officers, directors, Stockholder, agents, employees, representatives, successors and assigns harmless from any and all damage, loss, cost, obligation, claims, demands, assessments, judgments or liability (whether based on contract, tort, product liability, strict liability or otherwise), including taxes and all expenses (including interest, penalties and reasonable attorneys' and accountants' fees and disbursements) incurred by any of the above-named persons, resulting from or in connection with misrepresentations, breach of warranties or failure to perform any covenant or agreement of Omega or OHSI contained herein. Stockholder agrees to give prompt notice to Omega of the assertion of any claim, or the threat or commencement of any suit, action, proceeding or other matter in respect of which indemnity may be sought under this Section SECTION 9.2. Omega or OHSI may participate in the defense of any such suit, action, proceeding or other matter at Omega's or OHSI's expense. Neither Omega nor OHSI shall be liable under this Section SECTION 9.2 for any settlement effected without Omega's or OHSI's consent of any claim, suit, action, proceeding or other matter in respect of which indemnity may be sought under this Section SECTION 9.2, which consent shall not be unreasonably withheld.

GENERAL INDEMNIFICATION OF STOCKHOLDER AND CORPORATION. Omega and OHSI shall indemnify, defend and hold Corporation the Corporations and its their officers, directors, Stockholder, agents, employees, representatives, successors and assigns harmless from any and all damage, loss, cost, obligation, claims, demands, assessments, judgments or liability (whether based on contract, tort, product liability, strict liability or otherwise), including taxes and all expenses (including interest, penalties and reasonable attorneys' and accountants' fees and disbursements) incurred by any of the above-named persons, resulting from or in connection with misrepresentations, breach of warranties or failure to perform any covenant or agreement of Omega or OHSI contained herein. Stockholder agrees to give prompt notice to Omega of the assertion of any claim, or the threat or commencement of any suit, action, proceeding or other matter in respect of which indemnity may be sought under this Section 9.2. Omega or OHSI may participate in the defense of any such suit, action, proceeding or other matter at Omega's or OHSI's expense. Neither Omega nor OHSI shall be liable under this Section 9.2 for any settlement effected without Omega's or OHSI's consent of any claim, suit, action, proceeding or other matter in respect of which indemnity may be sought under this Section 9.2, which consent shall not be unreasonably withheld.