Common use of Indemnity Against Liabilities Clause in Contracts

Indemnity Against Liabilities. Each Purchaser agrees to indemnify and hold harmless the Company, VNI 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 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 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 such Purchaser 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).

Indemnity Against Liabilities. Each Purchaser agrees Seller and the Corporation agree to indemnify and hold harmless the Company, VNI Purchaser and their its 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 Securities Exchange Act of 1934, as amended (the "Exchange Act"Act ) (the "Indemnities"Indemnities ), against any and all losses, liabilities, damages, and expenses whatsoever (which shall include 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 such Purchaser the Corporation or 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 Corporation or Seller may otherwise have, including liabilities arising under this Agreement.

Indemnity Against Liabilities. Each Purchaser Vendor agrees to indemnify and hold harmless the CompanyPurchaser, VNI and their its respective officers, directors, employees, counsel, agents, and stockholdersshareholder, 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 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 3.03, Section 3.04, and Section 8.01, but not be limited 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 (a) any breach of any representation, warrantywarranty , covenant, or agreement of such Purchaser Subsidiary or Vendor contained in this Agreement, 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).

Indemnity Against Liabilities. Each Purchaser agrees Stockholders agree to indemnify and hold harmless the CompanyPurchaser, VNI Acquired Corporation, 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 Securities Exchange Act of 1934, as amended (the "" Exchange Act") (the "IndemnitiesIndemnitees"), ) against any and all losses, liabilities, damages, and expenses whatsoever (which shall include 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 such Purchaser Acquired Corporation or Stockholder contained in this Agreement, 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 Acquired Corporation or Stockholder may otherwise have, including liabilities arising under this Agreement.