Common use of Indemnification by the Company and Shareholders Clause in Contracts

Indemnification by the Company and Shareholders. Subject to the terms ----------------------------------------------- of this Article 11, the Company and the Shareholders (but after the consummation of the transactions contemplated by this Agreement, solely the Shareholders, and not the Company) shall, jointly and severally, indemnify, defend, save and hold harmless the Purchaser and its respective subsidiaries, predecessors, successors, directors, officers, employees, agents, representatives and assigns (collectively, the "Purchaser Indemnified Parties"), from and against any Claims (including, without limitation, reasonable attorneys' and accountants' fees and expenses), together with interest and penalties, if any, awarded by court order or otherwise agreed to (collectively, "Indemnifiable Damages"), suffered by Purchaser Indemnified Parties that arise out of or result from any of the following (whether or not a third party initiates the proceeding or claim giving rise to such Indemnifiable Damages): (a) any breach of any of the representations, warranties, covenants or agreements made by the Company or the Shareholders in this Agreement; or (b) any breach of any representation, warranty, covenant or agreement in a document, certificate or affidavit delivered by the Company or the Shareholders at the Closing.

Indemnification by the Company and Shareholders. Subject to the terms ----------------------------------------------- of this Article 11, the Company and the Shareholders (but after the consummation of the transactions contemplated by this Agreement, solely the Shareholders, and not the Company) shall, jointly and severally, indemnify, defend, save and hold harmless the Purchaser Purchaser, and its respective subsidiaries, predecessors, successors, directors, officers, employees, agents, representatives and assigns (collectively, the "Purchaser Indemnified Parties"), from and against any Claims (including, without limitation, reasonable attorneys' and accountants' fees and expenses), together with interest and penalties, if any, awarded by court order or otherwise agreed to (collectively, "Indemnifiable Damages"), suffered by Purchaser Indemnified Parties that arise out of or result from any of the following (whether or not a third party initiates the proceeding or claim giving rise to such Indemnifiable Damages): (a) any breach of any of the representations, warranties, covenants or agreements made by the Company or the Shareholders in this AgreementAgreement or in the other Purchase Agreements; or (b) any breach of any representation, warranty, covenant or agreement in a document, certificate or affidavit delivered by the Company or the Shareholders at the Closing.

Indemnification by the Company and Shareholders. Subject to the terms ----------------------------------------------- of this Article 1112, the Company and the Shareholders (but after the consummation of the transactions contemplated by this Agreement, solely the Shareholders, and not the Company) shall, jointly and severally, indemnify, defend, save and hold harmless InterCept, the Purchaser Purchaser, and its their respective subsidiaries, predecessors, successors, directors, officers, employees, agents, representatives and assigns (collectively, the "Purchaser InterCept Indemnified Parties"), from and against any Claims (including, without limitation, reasonable attorneys' and accountants' fees and expenses), together with interest and penalties, if any, awarded by court order or otherwise agreed to (collectively, "Indemnifiable Damages"), suffered by Purchaser InterCept Indemnified Parties that arise out of or result from any of the following (whether or not a third party initiates the proceeding or claim giving rise to such Indemnifiable Damages): (a) any breach of any of the representations, warranties, covenants or agreements made by the Company or the Shareholders in this Agreement; or (b) any breach of any representation, warranty, covenant or agreement in a document, certificate or affidavit delivered by the Company or the Shareholders at the Closing.