Seller and the Shareholder jointly and severally agree to indemnify and hold Buyer and New Horizons harmless from and against (i) any and all loss, damage, liability or deficiency resulting from or arising out of any inaccuracy in or breach of any representation, warranty, covenant, or obligation made or incurred by Seller or the Shareholder herein, (ii) any imposition (including, without limitation, by operation of bulk transfer or other law) or attempted imposition by a third party upon Buyer of any liability or obligation of Seller which is not an Assumed Liability, and (iii) any and all costs and expenses (including reasonable attorneys' and accountants' fees) related to any of the foregoing.
Seller and the Shareholder. On and after the Closing Date, Seller and the Shareholder, jointly and severally, shall indemnify and hold Buyer harmless against, defend and shall reimburse Buyer on demand for any payment, including attorney fees, made by Buyer at any time after the Closing Date in respect of: (i) any claim for brokerage or other commissions arising from acts of Seller relating to this Agreement or to the transactions contemplated hereby, (ii) any material inaccuracy in, or the material breach of, any representation or warranty made by Seller herein or in any Schedule or Exhibit hereto or in any other document or agreement executed and delivered to Buyer pursuant 12 13 hereto, (iii) any material failure of Seller to perform or observe any term, provision, covenant or agreement hereunder on the part of Seller to be performed or observed, (iv) the operation of the Business or use of the Included Assets prior to the Closing, and (v) any liability, debt or obligation relating in any way to the Included Assets, Property or operations or Seller which is not specifically assumed by Buyer pursuant to this Agreement.
Seller and the Shareholder. (together the “Seller Group”) shall, jointly and severally, indemnify, defend, save and hold Buyer and its officers, directors, shareholders, employees, agents, representatives and affiliates (collectively, the “Buyer Indemnitees”) harmless from and against all demands, claims, actions or causes of action, assessments, losses, damages, deficiencies, liabilities, costs and expenses, including reasonable attorneys’ fees, interest, penalties, and all reasonable amounts paid in investigation, defense or settlement of any of the foregoing, (collectively, the “Buyer Damages”), asserted against, imposed upon or resulting to or incurred by any of Buyer Indemnitees resulting from or in connection with, provided that the determination of Buyer Damages shall be made without regard to any Material Adverse Change or knowledge qualifier:
