Shareholder's and Sellers' Agreement to Indemnify. Shareholder and Sellers, jointly and severally, hereby agree to indemnify and hold Buyer and its shareholders and their officers and directors harmless from and against any and all claims, liabilities, losses, damages or injuries, together with costs and expenses, including reasonable legal fees, arising out of or resulting from (i) any incorrectness or incompleteness in the representations and warranties made by Shareholder, XLConnect or Sellers in this Agreement, (ii) any breach in any material respect by Shareholder or Sellers, unless waived, of any covenant or agreement of Shareholder or Sellers contained in or arising out of this Agreement, (iii) the Business conducted by Sellers, or otherwise in connection with the Purchased Assets or the Assumed Liabilities, prior to the Closing Date other than obligations in respect of Assumed Liabilities which are due, in accordance with their terms, after the Closing Date or included on the Closing Date Balance Sheet, (iv) any failure by Buyer, Shareholder or Sellers to comply with the bulk sales laws of any jurisdiction except to the extent the claim is predicated on payment of an Assumed Liability after the Closing Date and the failure of Buyer to pay such Assumed Liability, (v) any and all actions, suits, proceedings, claims, demands, assessments and judgments incidental to the foregoing or the enforcement of such indemnification and (vi) all Environmental Liabilities and Costs. In addition to the foregoing provisions of this Section 8.03(b) and without limiting the generality of such provisions, Seller and Shareholder, jointly and severally, agree to fully indemnify and hold harmless Buyer and its affiliates and stockholders, officers and directors of any of the foregoing against and in respect of and, on demand, will reimburse Buyer and its affiliates for: (a) any and all liability whatsoever, and however imposed (including any claim asserted against or deficiency assessed against or collected from or paid by Buyer or any affiliates thereof), in respect of any Taxes of Sellers (or any predecessors of Sellers) and Shareholder for any and all periods through the period ending on the Closing Date, without regard to whether or not the existence of such liability would constitute a breach of a representation or warranty made by Sellers or Shareholder hereunder and (b) any and all liabilities of Sellers existing on, or arising under or relating to activities or transactions of Sellers other than the Assumed Liabil...
