Common use of Obligation of the Sellers to Indemnify Clause in Contracts

Obligation of the Sellers to Indemnify. The Sellers jointly and severally agree to indemnify, defend and hold harmless the Buyer (and its respective directors, officers, affiliates, successors and assigns) from and against all losses, liabilities, damages, deficiencies, costs or expenses (including interest, penalties and reasonable attorneys' fees and disbursements) (a "Loss" or "Losses") based upon, arising out of or otherwise in respect of any inaccuracy in or any breach of any representation, warranty, covenant or agreement of the Sellers or the Company contained in this Agreement or in any agreement, certificate, document or other instrument delivered by the Company or any of the Sellers pursuant to this Agreement.

Obligation of the Sellers to Indemnify. The Subject to the limitations in this Agreement, Sellers jointly and severally agree to indemnify, defend and hold harmless the Buyer (and its respective directors, officers, employees, affiliates, shareholders, agents, attorneys, successors and assigns) (“Buyer Indemnitees”) from and against all losses, liabilities, damages, deficiencies, costs or expenses (including interest, penalties and reasonable attorneys' ’ and consultants’ fees and disbursements) (a "Loss" or "collectively, “Losses"”) based upon, arising out of or otherwise in respect of (i) any inaccuracy in or any breach of any representation, warranty, covenant or agreement of the Sellers or the Company contained in this Agreement or in (ii) any agreement, certificate, document or other instrument delivered by the Company or any of the Sellers pursuant to this AgreementExcluded Liability.