Indemnity of the Company and the Shareholder. The Company and the Shareholder agree to defend, indemnify and hold harmless each Seller from and against, and to reimburse each Seller with respect to, all liabilities, losses, costs and expenses, including, without limitation, reasonable attorneys' fees and disbursements, asserted against or incurred by such Seller by reason of, arising out of, or in connection with any material breach of any representation or warranty contained in this Agreement made by the Company or the Shareholder or in any document or certificate delivered by the Company or the Shareholder pursuant to the provisions of this Agreement or in connection with the transactions contemplated thereby.
Indemnity of the Company and the Shareholder. The Company and the Shareholder agree to jointly and severally agree to defend, indemnify and hold harmless each Seller from and against, and to reimburse each Seller with respect to, all liabilities, losses, costs and expenses, including, without limitation, reasonable attorneys' fees and disbursements (collectively the "Losses") asserted against or incurred by such Seller by reason of, arising out of, or in connection with, any material breach of any representation or warranty contained in the Agreement made by the Company or the Shareholder or any document or certificate delivered by the Company or the Shareholder pursuant to this Agreement or in connection with the transaction contemplated hereby. All claims to be asserted hereunder must be made by the first anniversary of the Closing.
Indemnity of the Company and the Shareholder. The Company and the Shareholder severally agree as to defend, indemnify and hold harmless each Seller from and against, and to reimburse each Seller with respect to, all liabilities, losses, costs and expenses, including, without limitation, reasonable attorneys' fees and disbursements (collectively the "Losses") asserted against or incurred by such Seller by reason of, arising out of, or in connection with any material breach of any representation or warranty contained in this Agreement made by the Company or the Shareholder or in any document or certificate delivered by the Company or the Shareholder pursuant to the provisions of this Agreement or in connection with the transactions contemplated thereby. Any amounts paid pursuant to this Section 8.1 shall be tendered by Shareholder, at its option, in either cash or in shares of the Company valued with reference to the closing bid price of the shares one (1) business day prior to the payment date. Notwithstanding anything herein to the contrary, the indemnification obligations of the Shareholder shall only apply to those matters occurring from the date of the order confirming the Joint Plan by the Bankruptcy Court through the Closing Date.
Indemnity of the Company and the Shareholder. The Company and the Shareholder severally agree to defend, indemnify and hold harmless each Seller from and against, and to reimburse each Seller with respect to, all liabilities, losses, costs and expenses, including, without limitation, reasonable attorneys' fees and disbursements (collectively the "Losses") asserted against or incurred by such Seller by reason of, arising out of, or in connection with any material breach of any representation or warranty contained in this Agreement made by the Company or the Shareholder or in any document or certificate delivered by the Company or the Shareholder pursuant to the provisions of this Agreement or in connection with the transactions contemplated thereby. There shall be a maximum claim amount of $75,000. Any amounts paid pursuant to this Section 4.1 shall be tendered by Shareholder in shares of the Company valued with reference to the closing bid price of the shares one (1) business day prior to the payment date.
Indemnity of the Company and the Shareholder. The Company and the -------------------------------------------- ------- Shareholder agree to defend, indemnify and hold harmless each Seller from and ----------- against, and to reimburse each Seller with respect to, all liabilities, losses, costs and expenses, including, without limitation, reasonable attorneys' fees and disbursements, asserted against or incurred by such Seller by reason of, arising out of, or in connection with any material breach of any representation or warranty contained in this Agreement made by the Company or the Shareholder ------------------ or in any document or certificate delivered by the Company or the Shareholder pursuant to ------------------ the provisions of this Agreement or in connection with the transactions contemplated thereby.
