Obligation of Sellers to Indemnify Sample Clauses

Obligation of Sellers to Indemnify. Subject to the limitations set forth in this Article 8, Sellers agree to jointly and severally indemnify Buyer and hold Buyer harmless from and against all Losses asserted against, imposed upon or incurred by the Company, its subsidiaries or Buyer resulting from, arising out of, based upon or otherwise in respect of any of the following: (a) any breach of or inaccuracy in any representation or warranty of Sellers contained in this Agreement; (b) any breach of any covenant or agreement made or to be performed by Sellers pursuant to this Agreement; (c) the issues involved in trademark Opposition No. 124,775 filed by M2 Software, Inc. against App. Ser. No. 75/793,810 for the mark M2.0 & Design (the "Trademark Opposition"), whether in connectiox xxth the Trademark Opposition or related claims or litigation (the "Trademark Litigation"), including without limitation all Losses incurred by Buyer resulting from the Company executing a written settlement agreement with M2 Software, Inc., reasonably acceptable to Buyer, that fully and finally resolves the issues involved in the Trademark Litigation and that releases the Buyer, Sellers, Company, their subsidiaries and officers, directors, representatives, successors and assigns (collectively the "Released Parties") from all past, present and future claims by M2 Software, Inc., its successors and assigns against the Released Parties arising out of or relating in any way to the Released Parties' adoption, use, registration or attempt to register any corporate name, trade name, trademark or service mark that consists in whole or in part of the terms "M2" or "M2.0"; ox (d) the reasonable costs to Buyer of enforcing this indemnity against Sellers.

Obligation of Sellers to Indemnify. Sellers agree to indemnify, defend and hold harmless Buyer (and its directors, officers, employees, affiliates, stockholders, debenture holders, agents, attorneys, successors and assigns) from and against all losses, liabilities, damages, deficiencies, costs or expenses (including interest, penalties and reasonable attorneys' and consultants' fees and disbursements) (collectively, "Losses") based upon, arising out of or otherwise in respect of any (i) inaccuracy in any representation or warranty of the Sellers contained in this Agreement or in the Exhibits hereto or (ii) breach by the Sellers of any covenant or agreement contained in this Agreement.

Obligation of Sellers to Indemnify. Each Seller, jointly and severally, agrees to indemnify, defend and hold harmless Buyer (and its directors, officers, employees, Affiliates, successors and assigns) from and against all Claims, losses, Liabilities, Regulatory Actions, damages, deficiencies, judgments, settlements, costs of investigation or other expenses (including Taxes, interest, penalties and reasonable attorneys' fees and fees of other experts and disbursements and expenses incurred in enforcing this indemnification) (collectively, the "LOSSES") suffered or incurred by Buyer, the Company, or any of the foregoing persons in any action or proceeding between Buyer (or any other indemnified person) and any Seller, or between Buyer (or any other indemnified person) and any third party or otherwise, arising out of (i) any breach of the representations and warranties of any Seller contained in this Agreement or in the Schedules or any other Transaction Document, (ii) any breach of the covenants and agreements of any Seller contained in this Agreement or in the Schedules or any other Transaction Document, (iii) any Claim pending or threatened prior to the Closing Date as set forth on SCHEDULE 2.15.

Obligation of Sellers to Indemnify. 29 SECTION 8.3

Obligation of Sellers to Indemnify. Subject to the limitations set forth in Sections 7.1 and 7.5, the Sellers, jointly and severally, hereby agree to indemnify, defend and hold harmless Purchaser and its directors, officers, employees, Affiliates, successors, assigns and Representatives, from and against all Claims, losses, liabilities, damages, deficiencies, judgments, settlements, costs of investigation or other expenses (including interest, penalties and reasonable attorneys' fees and disbursements and expenses incurred in enforcing this indemnification or in any litigation between the parties or with third parties) (collectively, the "Losses") suffered or incurred by Purchaser or any of the foregoing persons arising out of (a) any breach of the representations, warranties, covenants, agreements and Closing certifications of the Sellers contained in this Agreement, the Schedules or the Transaction Documents or warranty, or, (b) any Taxes of Sellers or Taxes of the Company relating to periods prior to the Closing Date (the "Unassumed Taxes").

Obligation of Sellers to Indemnify. Subject to the limitations set forth in Section 8.5, each Seller hereby agrees to indemnify, defend and hold harmless Parent and Purchaser (and their directors, officers, employees, Affiliates, successors, assigns and Agents) from and against all Claims, losses, liabilities, damages, deficiencies, judgments, settlements, costs of investigation or other expenses (including interest, penalties and reasonable attorneys' fees and disbursements and expenses incurred in enforcing this indemnification or in any litigation between the parties or with third parties) (collectively, the "Losses") suffered or incurred by Purchaser or any of the foregoing Persons arising out of (a) any breach of the representations, warranties, covenants and agreements of such Seller or the Company contained in this Agreement or in the Company Letter or any other Transaction Document, or (b) any Claim, including any Claim arising out of or relating to Environmental Laws, whether made before or after the date of this Agreement, or any litigation, proceeding or governmental investigation, including any Claim arising out of or relating to Environmental Laws, whether commenced before or after the date of this Agreement, arising out of the Business, or otherwise relating to Sellers, the Company or the Subsidiary, prior to the Closing, or otherwise arising out of any act or occurrence prior to, or any state or facts existing as of, the Closing.

Obligation of Sellers to Indemnify. (a) Regardless of any investigation at any time made by or on behalf of Purchaser or of any knowledge or information that Purchaser may have and subject to the limitations set forth in this Section 10, Sellers, jointly and severally, agree to indemnify Purchaser and hold Purchaser harmless from and against all Losses asserted against, imposed upon or incurred by Purchaser or the Company resulting from, arising out of, or based upon any of the following: (i) any breach of or inaccuracy in any representation or warranty of Sellers contained in this Agreement or any Transaction Document; (ii) any breach of any covenant or agreement made or to be performed by Seller pursuant to this Agreement or any Transaction Document; (iii) any matter relating to the claim brought by KPMG Consulting, Inc. against the Company in the circuit court of the eleventh judicial circuit, case number 02-14170 CA10, or the Contract underlying such claim as it relates to Miami-Dade County; and any matter relating to the claim brought by Allegheny County Sanitary Authority against Deloitte & Touche LLP and Deloitte Consulting LLC in the court of common pleas of Allegheny county, Pennsylvania, case number 00-8729 (the "ALCOSAN Complaint") or any claim against the Company arising from the facts and circumstances asserted in the ALCOSAN Complaint; (iv) any Excluded Liability; and (v) the costs to Purchaser of enforcing this indemnity against the Sellers, including, without limitation, all costs, fees and expenses of investigation, prosecution, defense and the fees and expenses of attorneys and other advisers.

Obligation of Sellers to Indemnify. Subject to the provisions ---------------------------------- of Section 7.5, Sellers severally agree to indemnify, defend and hold harmless Buyer (and its respective directors, officers, employees, Affiliates, successors and assigns) from and against all Claims, losses, Liabilities, damages, deficiencies, judgments, settlements, costs of investigation or other expenses (including interest, penalties and reasonable attorneys' fees and disbursements and expenses incurred in enforcing this indemnification) (collectively, the "Losses") suffered or incurred by Buyer or any of the foregoing persons ------- resulting from or arising out of (i) any breach of the representations and warranties of Sellers contained in this Agreement or in the Schedules or any Transaction Document, (ii) any breach of the covenants and agreements of Sellers contained in this Agreement or in the Schedules or any Transaction Document or (iii) any and all liabilities arising out of or in connection with (A) the Distribution, or (B) termination of any employees presently employed by the Company or any Subsidiary whose services are terminated on or before the Closing Date.

Obligation of Sellers to Indemnify. Each Seller agrees to indemnify, defend and hold harmless Buyer (and its directors, officers, employees, Affiliates, successors and assigns) from and against all Claims, losses, liabilities, damages, deficiencies, judgments, settlements, costs of investigation or other expenses (including interest, penalties and reasonable attorneys' fees and disbursements and expenses incurred in enforcing this indemnification or in any litigation between the parties or with third parties) (collectively, the "Losses") suffered or incurred by Buyer or any of the foregoing persons arising out of (a) any breach of the representations or warranties of such Seller or of the covenants and agreements of such Seller contained in this Agreement or in the Schedules or any Transaction Document or (b) any Excluded Liabilities.

Obligation of Sellers to Indemnify. Sellers agree to indemnify, defend and hold harmless Buyers (and their directors, officers, employees, affiliates, stockholders, debenture holders, agents, attorneys, successors and assigns) from and against all losses, liabilities, damages, deficiencies, costs or expenses (including interest, penalties and reasonable attorneys’ and consultants’ fees and disbursements) (collectively, “Losses”) based upon, arising out of or otherwise in respect of any (i) inaccuracy in any representation or warranty of the Sellers contained in this Agreement; (ii) breach by the Sellers of any covenant or agreement contained in this Agreement; (iii) Losses with respect to that certain Purchase and Sale Agreement dated December 15, 2004 between Driftwood Ventures, Inc. and Xxxxxx Xxx; and (iv) Losses with respect to that certain Retainer Agreement between Driftwood Ventures, Inc. and Xxxxxxxx Xxxxxxxxxx.