InSystems Representations Clause Samples

InSystems Representations. Subject to Section 11.2, the Shareholders shall indemnify, defend and hold harmless SRC from, against and in respect of (A) any and all claims, damages, losses, deficiencies, liabilities, assessments, judgments, costs, fees (including attorneys’ fees) and expenses resulting from, relating to or arising out of (i) the claims of ▇▇. ▇▇▇▇▇ and ▇▇. ▇▇▇▇▇▇ described in the InSystems Disclosure Schedules (an "HR Claim") and (ii) any misrepresentation, inaccuracy in or breach of the InSystems Representations (a “Corporate Claim”) and (B) any and all claims, damages, losses, deficiencies, liabilities, assessments, judgments, costs, fees (including attorneys’ fees) and expenses resulting from, relating to or arising out of an award by a court (and related settlement costs) in respect of any claim made by a third party against InSystems on or before April 1, 2003 alleging that a software product of InSystems existing as of the Closing infringes a patent issued to such third party prior to the Closing (a "Patent Claim"), provided neither SRC nor InSystems has prompted the commencement of the claim by initiating unsolicited discussions with the third party.