Indemnification by BC, Merger Sub and Surviving Corporation Sample Clauses

Indemnification by BC, Merger Sub and Surviving Corporation. Each ----------------------------------------------------------- of BC, Merger Sub and the Surviving Corporation, jointly and severally, shall indemnify and hold harmless the Sellers, in respect of any and all claims, actions, suits or other proceedings and any and all losses, costs, expenses, liabilities, fines, penalties, interest, and damages, whether or not arising out of any claim, action, suit or other proceeding (and including reasonable counsel and accountants' fees and expenses and all other reasonable costs and expenses of investigation, defense or settlement of claims and amounts paid in settlement) incurred by, imposed on or borne by the Sellers resulting from the breach of any of the representations, warranties or agreements made by BC and Merger Sub in this Agreement.