Common use of Indemnity Against Liabilities Clause in Contracts

Indemnity Against Liabilities. The Sellers, jointly and severally, agrees to indemnify and hold harmless the Purchaser Indemnitees against any and all losses, liabilities, damages, and expenses whatsoever (which shall include for all purposes of this Section 2.04, but not be limited to, reasonable counsel fees and any and all expenses whatsoever incurred in investigating, preparing, or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation) as and when incurred arising out of, based upon, or in connection with: (a) any breach of any representation, warranty, covenant, or agreement of Seller contained in this Agreement; and (b) if the Closing takes place, any act, alleged act, omission, or alleged omission occurring at or prior to the Closing (including without limitation any which arise out of, are based upon, or are in connection with any of the transactions contemplated hereby. The foregoing agreement to indemnify shall be in addition to any liability the Sellers may otherwise have, including liabilities arising under this Agreement.

Indemnity Against Liabilities. The Sellers, jointly and severally, Vendor agrees to indemnify and hold harmless the Purchaser Indemnitees Purchaser, and its respective officers, directors, employees, counsel, agents, shareholder, in each case past, present, or as they may exist at any time after the date of this Agreement, and each person, if any, who controls, controlled, or will control. my of them within the meaning of Section 15 of the Securities Act or Section 20(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (the “Indemnities”) against any and all losses, liabilities, damages, and expenses whatsoever (which shall include include, for all purposes of this Section 2.043.03, Section 3.04, and Section 8.01, but not be limited to, reasonable to counsel fees and any my and all expenses whatsoever incurred in investigating, preparing, or defending against any litigationlitigation whether or not involving a third party, commenced or threatened, or any claim whatsoever, and any my and all an amounts paid in settlement of any claim or litigation) as and when incurred arising out of, based upon, or in connection with: with (a) any breach of any representation, warrantywarranty , covenant, or agreement of Seller Subsidiary or Vendor contained in this Agreement; and Agreement and (b) ), if the Closing takes place, any act, act alleged act, omission, or alleged omission occurring at or prior to the Closing (including without limitation any which arise out of, are based baaed upon, or are in connection with any of the transactions contemplated hereby. The foregoing agreement to indemnify shall be in addition to any liability the Sellers may otherwise have, including liabilities arising under this Agreement).

Indemnity Against Liabilities. The Sellers, jointly and severally, (a) Seller agrees to indemnify and hold harmless the Purchaser Indemnitees against any and all losses, liabilities, damages, and expenses whatsoever (which shall include for all purposes of this Section 2.044.04 and Section 9.01, but not be limited to, reasonable to counsel fees and any and all expenses whatsoever incurred in investigating, preparing, or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation) as and when incurred arising out of, based upon, or in connection with: with (aA) any breach of any representation, warranty, covenant, or agreement of Seller contained in this Agreement or any other Transaction Agreement, (B) any obligation or liability of any nature, accrued or contingent, not assumed by the Purchaser in accordance with Section 4.01(a)(v); and (b) if the Closing takes place, any act, alleged act, omission, or alleged omission occurring at or prior to the Closing (including without limitation any which arise out of, are based upon, or are in connection with any of the transactions contemplated hereby). The foregoing agreement to indemnify shall be in addition to any liability the Sellers Seller may otherwise have, including liabilities arising under this Agreement.

Indemnity Against Liabilities. The Sellers, jointly and severally, Each party hereto agrees to indemnify and hold harmless the Purchaser Indemnitees other and their respective officers, directors, employees, counsel, agents, and stockholders, in each case past, present, or as they may exist at any time after the date of this Agreement, and each person, if any, who controls, controlled, or will control any of them within the meaning of Section 15 of the Securities Act or Section 20(a) of the Exchange Act (the "Indemnitees"), against any and all losses, liabilities, damages, and expenses whatsoever (which shall include include, for all purposes of this Section 2.044.04, but not be limited to, reasonable counsel fees and any and all reasonable expenses whatsoever incurred in investigating, preparing, or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation) as and when incurred arising out of, based upon, or in connection with: (a) with any breach of any representation, warranty, covenant, or agreement of Seller the indemnifying party contained in this Agreement; and (b) if the Closing takes place, any act, alleged act, omission, or alleged omission occurring at or prior to the Closing (including without limitation any which arise out of, are based upon, or are in connection with any of the transactions contemplated hereby. The foregoing agreement to indemnify shall be in addition to any liability the Sellers parties hereto may otherwise have, including liabilities arising under this Agreement.

Indemnity Against Liabilities. The Sellers, jointly and severally, Seller agrees to indemnify and hold harmless the Purchaser Indemnitees against any and all losses, liabilities, damages, and expenses whatsoever (which shall include for all purposes of this Section 2.044.05, Section 4.06, and Section 9.01, but not be limited to, to reasonable counsel fees and any and all expenses whatsoever incurred in investigating, preparing, or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation) as and when incurred arising out of, based upon, or in connection with: (a) (i) any breach of any representation, warranty, covenant, or agreement of Seller contained in this Agreement or any other Transaction Agreement; , (ii) any obligation or liability of Seller or any Seller Subsidiary of any nature, accrued or contingent, not assumed by the Purchaser or HEcom in accordance with Section 4.01(a)(v) and not reimbursed to HEcom and Purchaser pursuant to the Escrow Agreement and (b) if the Closing takes place, any act, alleged act, omission, or alleged omission occurring at or prior to the Closing (including without limitation any which arise out of, are based upon, or are in connection with any of the transactions contemplated herebyby any Transaction Agreement). The foregoing agreement to indemnify shall be in addition to any liability the Sellers Seller may otherwise have, including liabilities arising under this Agreement.

Indemnity Against Liabilities. The Sellers, jointly and severally, agrees to indemnify and hold harmless the Purchaser Indemnitees against any and all losses, liabilities, damages, and expenses whatsoever (which shall include for all purposes of this Section 2.04, but not be limited to, reasonable counsel fees and any and all expenses whatsoever incurred in investigating, preparing, or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation) as and when incurred arising out of, based upon, or in connection with: (a) any breach of any representation, warranty, covenant, or agreement of Seller contained in this Agreement; and (b) if the Closing takes place, any act, alleged act, omission, or alleged omission occurring at or prior to the Closing (including without limitation any which arise out of, are based upon, or are in connection with any of the transactions contemplated hereby. The foregoing agreement to indemnify shall be in addition to any liability the Sellers may otherwise have, including liabilities arising under this Agreement.

Indemnity Against Liabilities. The Sellers, jointly and severally, Each party hereto agrees to indemnify and hold harmless the Purchaser Indemnitees other and their respective officers, directors, employees, counsel, agents, and stockholders, in each case past, present, or as they may exist at any time after the date of this Agreement, and each person, if any, who controls, controlled, or will control any of them within the meaning of Section 15 of the Securities Act or Section 20(a) of the Exchange Act (the "Indemnitees"), against any and all losses, liabilities, damages, and expenses whatsoever (which shall include include, for all purposes of this Section 2.047.3, but not be limited to, reasonable counsel fees and any and all reasonable expenses whatsoever incurred in investigatinginvestigation, preparing, or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation) as and when incurred arising out of, based upon, or in connection with: with (a) any breach of any representation, warranty, covenant, or agreement of Seller the indemnifying party contained in this Agreement; and Agreement and (b) if the Closing takes place, any act, alleged act, omission, or alleged omission occurring at or prior to the Closing (including without limitation any which arise out ofof , are based upon, or are in connection with any of this Agreement or any of the transactions contemplated hereby). The foregoing agreement to indemnify shall be in addition to any liability the Sellers parties hereto may otherwise have, including liabilities arising under this Agreement.