Common use of Indemnity by the Shareholders Clause in Contracts

Indemnity by the Shareholders. (a) The Shareholders hereby agree to indemnify and save Sonoma harmless from and against any claims, demands, actions, causes of action, damage, loss, deficiency, cost, liability and expense which may be made or brought against Sonoma or which Sonoma may suffer or incur as a result of, in respect of or arising out of: (i) any non-performance or non-fulfillment of any covenant or agreement on the part of the Shareholders contained in this Agreement or in any document given in order to carry out the transactions contemplated hereby; (ii) any misrepresentation, inaccuracy, incorrectness or breach of any representation or warranty made by the Shareholders contained in this Agreement or contained in any document or certificate given in order to carry out the transactions contemplated hereby; and (iii) all reasonable costs and expenses including, without limitation, reasonable legal fees on a substantial indemnity basis, incidental to or in respect of the foregoing. (b) The obligations of indemnification by the Shareholders pursuant to paragraph (a) of this section will be: (i) subject to the limitations referred to in section 6.2 hereof with respect to the survival of the representations and warranties by the Purchaser; and (ii) subject to the limitations referred to in sections 6.4 and 14.4 hereof.

Indemnity by the Shareholders. (a1) The Shareholders hereby jointly and severally agree to indemnify and save Sonoma the Purchaser harmless from and against any claims, demands, actions, causes of action, damage, loss, deficiency, cost, liability and expense which may be made or brought against Sonoma the Purchaser or which Sonoma the Purchaser may suffer or incur as a result of, in respect of or arising out of: (ia) any non-performance or non-fulfillment fulfilment of any covenant or agreement on the part of the Shareholders contained in this Agreement or in any document given in order to carry out the transactions contemplated hereby; (iib) any misrepresentation, inaccuracy, incorrectness or breach of any representation or warranty made by the Shareholders contained in this Agreement or contained in any document or certificate given in order to carry out the transactions contemplated hereby; , and (iiic) all reasonable costs and expenses including, without limitation, reasonable legal fees on a substantial indemnity solicitor-and-client basis, incidental to or in respect of the foregoing. (b2) The obligations of indemnification by the Shareholders pursuant to paragraph (a1) of this section will be: (ia) subject to the limitations referred to in section 6.2 4.1 hereof with respect to the survival of the representations and warranties by the PurchaserShareholders; and (iib) subject to the limitations referred to in sections 6.4 and 14.4 provisions of section 8.2 hereof.