Common use of Shareholders' General Indemnification Covenants Clause in Contracts

Shareholders' General Indemnification Covenants. Subject to the ----------------------------------------------- provisions of this ARTICLE 8, the Shareholders, jointly and severally in proportion to their respective ownership of the Acorn Shares as of the Closing Date, shall indemnify, defend, save and keep Intek and its affiliates (including Acorn), and their respective officers, directors, successors and assigns (collectively, the "Intek Indemnitees"), harmless against and from all liability, demands, claims, actions or causes of action, assessments, losses, fines, penalties, costs, damages and expenses, including without limitation, reasonable attorneys' fees, court costs and other fees, disbursements and expenses, including any diminution in the value of Acorn or the Acorn Shares held by Intek, (collectively "Damages"), sustained or incurred by any of the Intek Indemnitees as a result of, arising out or by virtue of any misrepresentations, breach of any warranty or representation, or non-fulfillment of any agreement or covenant on the part of Acorn or the Shareholders, whether contained in this Agreement, any Document or any exhibit or schedule hereto or thereto, or any written statement or certificate furnished or to be furnished to Intek pursuant hereto or in any closing document delivered by Acorn or the Shareholders to Intek in connection herewith. Such obligations apply regardless of the presence of a Third Party Claim (as defined below). For purposes of determining the amount of Damages for which indemnification is provided hereunder (but not for the purpose whether a breach of a representation, warranty or covenant has occurred), each of the representations, warranties and covenants made by any party in this Agreement or in any certificate or other instrument delivered pursuant hereto, including, without limitation, the Documents, shall be deemed to have been made without the inclusion of limitations or qualifications as to materiality such as the word "Material," if with the inclusion of such limitation or qualification the representation, warranty or covenant was breached.

Shareholders' General Indemnification Covenants. Subject to the ----------------------------------------------- ------------------------------------------------ provisions of this ARTICLE 8, the Shareholders, jointly and severally in proportion to their respective ownership of the Acorn Shares as of the Closing Date, shall indemnify, defend, save and keep Intek Etinuum and its affiliates (including Acorn), and their respective officers, directors, successors and assigns (collectively, the "Intek Etinuum Indemnitees"), harmless against and from all liability, demands, claims, actions or causes of action, assessments, losses, fines, penalties, costs, damages and expenses, including without limitation, reasonable attorneys' fees, court costs and other fees, disbursements and expenses, including any diminution in the value of Acorn or the Acorn Shares held by IntekEtinuum, (collectively "Damages"), sustained or incurred by any of the Intek Etinuum Indemnitees as a result of, arising out or by virtue of any misrepresentations, breach of any warranty or representation, or non-fulfillment of any agreement or covenant on the part of Acorn or the Shareholders, whether contained in this Amended and Restated Agreement, any Document or any exhibit or schedule hereto or thereto, or any written statement or certificate furnished or to be furnished to Intek Etinuum pursuant hereto or in any closing document delivered by Acorn or the Shareholders to Intek Etinuum in connection herewith. Such obligations apply regardless of the presence of a Third Party Claim (as defined below). For purposes of determining the amount of Damages for which indemnification is provided hereunder (but not for the purpose whether a breach of a representation, warranty or covenant has occurred), each of the representations, warranties and covenants made by any party in this Amended and Restated Agreement or in any certificate or other instrument delivered pursuant hereto, including, without limitation, the Documents, shall be deemed to have been made without the inclusion of limitations or qualifications as to materiality such as the word "Material," if with the inclusion of such limitation or qualification the representation, warranty or covenant was breached.