Subject to sections 12. 2 and 12.3, each of the Corporation and the Principals on one hand, and the Purchaser, on the other hand (as the case may be, the “Indemnifying Party”) shall, jointly and severally, indemnify and save the other Party (the “Indemnified Party”) harmless from any loss, damage or cost (including interest and reasonable legal fees and disbursements) that arises as a result of or in connection with any claim whatsoever including any demand, action, motion, application, cause of action, dispute, trial, suit, administrative proceeding, quotation or re-quotation, order, judgement, decree or arbitral award, resulting from a material breach, inaccuracy or untruth in respect of any representation or warranty or covenant given in this Agreement (a “Claim”).
Subject to sections 12. 9.1 and 12.9.3, if an end user who subscribes to a Resold Service dial tone line from either AT&T or Verizon changes the Telecommunications Carrier from whom the end user subscribes for such dial tone line (including a change from Verizon to AT&T, from AT&T to Verizon, or from AT&T to a Telecommunications Carrier other than Verizon), after such change, the end user may continue to use with the dial tone line the telephone numbers which were assigned to the dial tone line by Verizon immediately prior to the change.
Subject to sections 12. 1 and 12.2, each Party will be responsible for its own expenses incurred by it and its employees hereunder, including, but not limited to, travel, lodging, entertainment, employees' salary, wages or other compensation, together with each Party's respective federal, state, municipal or other taxes. Neither Party shall incur or assume any expense on behalf of the other Party without prior written consent from the Party to be charged.
