Common use of SHAREHOLDERS' INDEMNIFICATION Clause in Contracts

SHAREHOLDERS' INDEMNIFICATION. Following the Closing, each of the Shareholders, jointly and severally, agrees to protect, defend, indemnify and hold Gateway harmless with respect to any and all claims, demands, suits, actions, administrative proceedings, losses, damages, obligations, liabilities, costs and expenses, including without limitation reasonable legal and other costs and expenses of investigating and defending any actions or threatened actions which arise as a result of or which are related to any active or passive act, omission, occurrence, event or condition that occurred prior to the Closing Date in connection with any misrepresentation or breach of any of the representations, covenants or warranties of the Shareholders contained herein.