Common use of Indemnification by Seller and Shareholders Clause in Contracts

Indemnification by Seller and Shareholders. (a) Seller and Shareholders (for purposes of this Section 8.3(a) and, to the extent applicable, Section 8.3(b) and Section 8.4, "Indemnitor"), shall jointly and severally indemnify and hold PSC and Parent and their respective officers, directors, shareholders, affiliates, agents, employees, legal representatives, successors and assigns (each of the foregoing, including PSC and Parent, for purposes of this Section 8.3(a) and, to the extent applicable, Sections 8.3(b) and Section 8.4, an "Indemnified Person") harmless from and against any and all liabilities, losses, claims, damages, actions, suits, costs, deficiencies and expenses (including, but not limited to, reasonable fees and disbursements of counsel through appeal), in an aggregate amount not to exceed the Acquisition Price arising from or by reason of or resulting from any breach by Indemnitor (or any of them) of any representation or warranty contained in this Agreement (including the Exhibits hereto) and each document, certificate or other instrument furnished or to be furnished by Indemnitor hereunder, and with respect to all times prior to the Closing Date, arising from or by reason of or resulting from the Indemnitor's management and conduct of the ownership or operation of the Business or the Assets and from any alleged act of negligence or malpractice of Indemnitor or its employees, agents and independent contractors in or about the Business or the Assets.

Indemnification by Seller and Shareholders. (a) Seller and Shareholders (for purposes of this Section 8.3(a) and, to the extent applicable, Section 8.3(b) and Section 8.4, "Indemnitor"), shall jointly and severally indemnify and hold PSC and Parent and their respective officers, directors, shareholders, affiliates, agents, employees, legal representatives, successors and assigns (each of the foregoing, including PSC and Parent, for purposes of this Section 8.3(a) and, to the extent applicable, Sections 8.3(b) and Section 8.4, an "Indemnified Person") harmless from and against any and all liabilities, losses, claims, damages, actions, suits, costs, deficiencies and expenses (including, but not limited to, reasonable fees and disbursements of counsel through appeal), in an aggregate amount not to exceed the Acquisition Price arising from or by reason of or resulting from any breach by Indemnitor (or any of them) of any representation or warranty contained in this Agreement (including the Exhibits hereto) and each document, certificate or other instrument furnished or to be furnished by Indemnitor hereunder, and with respect to all times prior to the Closing Date, arising from or by reason of or resulting from the Indemnitor's management and conduct of the ownership or operation of the Business or the Assets and from any alleged act of negligence or malpractice of Indemnitor or its employees, agents and independent contractors in or about the Business or the Assets. harmless each Indemnified Person from and against any and all liabilities, losses, claims, damages, actions, suits, costs, deficiencies and expenses, including, but not limited to, reasonable fees and disbursements of counsel through appeal, resulting from, arising out of, relating to or caused by any breach of any covenant or agreement of the Seller or a Shareholder contained in this Agreement.