Obligation of the Company to Indemnify. The Company agrees to indemnify, defend and hold harmless OS (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 Company contained in this Agreement or in the Schedules and Exhibits hereto or (ii) breach by the Company of any covenant or agreement contained in this Agreement.
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Samples: Merger Agreement (Insite Vision Inc), Merger Agreement (Reality Wireless Networks Inc), Merger Agreement (Reality Wireless Networks Inc)
Obligation of the Company to Indemnify. The Company agrees to indemnify, defend and hold harmless OS SH (and its directors, officers, employees, affiliates, stockholdersshareholders, 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 Company contained in this Agreement or in the Schedules and Exhibits hereto or (ii) breach by the Company of any covenant or agreement contained in this AgreementAgreement or the Contemplated Transactions.
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