Common use of Indemnification with Respect to Representations Clause in Contracts

Indemnification with Respect to Representations. Subject to --- ----------------------------------------------- Sections 12.1(c), 12.4 and 14.2, the Sellers hereby agree to, jointly and severally, indemnify and hold harmless the Buyer, its directors, officers, employees, agents, Affiliates, successors and assigns, the Company and its Subsidiaries (the "Buyer Indemnitees") from and against all losses, ----------------- liabilities, obligations, damages, costs (including costs of investigation) and expenses (including reasonable attorneys' and other professionals' fees and expenses) (collectively, the "Losses") actually incurred as a result of, ------ or attributable to any inaccuracy in, or breach of, any representation, warranty, covenant or agreement of the Sellers in this Agreement; provided -------- that this Section 12.1 (a) shall not apply to any obligation of the Sellers to indemnify with respect to (i) Taxes, which shall be governed exclusively by Article 7, (ii) Losses relating to matters referred in Article 8, which shall be governed exclusively by such Article and (iii) Losses relating to the noncollection of accounts receivable which shall be governed exclusively by Section 12.1(b).

Indemnification with Respect to Representations. Subject ----------------------------------------------- to --- ----------------------------------------------- Sections 12.1(c), 12.4 and 14.2, the Sellers hereby agree to, jointly and severally, indemnify and hold harmless the Buyer, its directors, officers, employees, agents, Affiliates, successors and assigns, the Company and its Subsidiaries (the "Buyer Indemnitees") from and against ----------------- all losses, ----------------- liabilities, obligations, damages, costs (including costs of investigation) and expenses (including reasonable attorneys' and other professionals' fees and expenses) (collectively, the "Losses") actually ------ incurred as a result of, ------ or attributable to any inaccuracy in, or breach of, any representation, warranty, covenant or agreement of the Sellers in this Agreement; provided -------- that this Section 12.1 (a12.1(a) shall not apply to -------- any obligation of the Sellers to indemnify with respect to (i) Taxes, which shall be governed exclusively by Article 7, (ii) Losses relating to matters referred in Article 8, which shall be governed exclusively by such Article and (iii) Losses relating to the noncollection of accounts receivable which shall be governed exclusively by Section 12.1(b).

Indemnification with Respect to Representations. Subject to --- ----------------------------------------------- Sections 12.1(c), 12.4 and 14.2, the Sellers hereby agree to, jointly and severally, indemnify and hold harmless the Buyer, its directors, officers, employees, agents, Affiliates, successors and assigns, the Company and its Subsidiaries (the "Buyer Indemnitees") from and against all losses, ----------------- liabilities, ----------------- obligations, damages, costs (including costs of investigation) and expenses (including reasonable attorneys' and other professionals' fees and expenses) (collectively, the "Losses") actually incurred as a result of, ------ or attributable ------ to any inaccuracy in, or breach of, any representation, warranty, covenant or agreement of the Sellers in this Agreement; provided -------- that this Section 12.1 (a12.1(a) -------- shall not apply to any obligation of the Sellers to indemnify with respect to (i) Taxes, which shall be governed exclusively by Article 7, (ii) Losses relating to matters referred in Article 8, which shall be governed exclusively by such Article and (iii) Losses relating to the noncollection of accounts receivable which shall be governed exclusively by Section 12.1(b).

Indemnification with Respect to Representations. Subject to --- ----------------------------------------------- Sections 12.1(c), 12.4 and 14.2, the Sellers hereby agree to, jointly and severally, indemnify and hold harmless the Buyer, its directors, officers, employees, agents, Affiliates, successors and assigns, the Company and its Subsidiaries (the "Buyer Indemnitees") from and against all losses, ----------------- liabilities, ----------------- obligations, damages, costs (including costs of investigation) and expenses (including reasonable attorneys' and other professionals' fees and expenses) (collectively, the "Losses") actually incurred as a result of, ------ or attributable ------ to any inaccuracy in, or breach of, any representation, warranty, covenant or agreement of the Sellers in this Agreement; provided -------- that this Section 12.1 (a12.1(a) -------- shall not apply to any obligation of the Sellers to indemnify with respect to (i) Taxes, which shall be governed exclusively by Article 7, (ii) Losses relating to matters referred in Article 8, which shall be governed exclusively by such Article and (iii) Losses relating to the noncollection of accounts receivable which shall be governed exclusively by Section 12.1(bSection 12.1 (b).

Indemnification with Respect to Representations. Subject to --- ----------------------------------------------- Sections 12.1(c), 12.4 and 14.2, the Sellers hereby agree to, jointly and severally, indemnify and hold harmless the Buyer, its directors, officers, employees, agents, Affiliates, successors and assigns, the Company and its Subsidiaries (the "Buyer Indemnitees") from and against all losses, ----------------- liabilities, ----------------- obligations, damages, costs (including costs of investigation) and expenses (including reasonable attorneys' and other professionals' fees and expenses) (collectively, the "Losses") actually incurred as a result of, ------ or attributable ------ to any inaccuracy in, or breach of, any representation, warranty, covenant or agreement of the Sellers in this Agreement; provided -------- that this Section 12.1 (a) -------- shall not apply to any obligation of the Sellers to indemnify with respect to (i) Taxes, which shall be governed exclusively by Article 7, (ii) Losses relating to matters referred in Article 8, which shall be governed exclusively by such Article and (iii) Losses relating to the noncollection of accounts receivable which shall be governed exclusively by Section 12.1(b).