Indemnity by Parent and Merger Sub. PAWS and Merger Sub shall indemnify and hold the Company and its directors, officers and employees harmless against and in respect of any and all damages, losses, claims, penalties, liabilities, costs and expenses (including, without limitation, all fines, interest, reasonable and actual legal fees and expenses and amounts paid in settlement), that arise from or relate or are attributable to (and without giving effect to any tax benefit to the indemnified party) (a) any misrepresentation or breach of any warranty by PAWS in the Agreements or (b) any breach of any covenant or agreement on the part of PAWS pursuant to its obligations under the Agreement.
Indemnity by Parent and Merger Sub. Parent and Merger Sub hereby ---------------------------------- jointly and severally agree to indemnify, defend and hold harmless Stockholders and their respective directors, officers and Affiliates against and in respect of all Losses that arise or result from the inaccuracy of any representation or warranty made by Parent or Merger Sub herein as if all materiality and knowledge qualifiers were deleted therefrom or that result from nonfulfillment of any agreement or covenant of Parent or Merger Sub contained herein or in any agreement or instrument required to be entered into in connection herewith or from any misrepresentation in -45- the certificates referenced in Section 6.2(d) and 6.2(o) provided, however, neither Parent nor Merger Sub shall be liable for an indemnification claim under this (S) 9.3 unless Parent and Merger Sub are given notice of such claim by Sellers within 3 years following the Closing describing with reasonable specificity (but only to the extent known) the facts giving rise to the asserted claim, except for claims relating to Taxes which may be brought until the expiration of the applicable statute of limitation.
Indemnity by Parent and Merger Sub
