Common use of Title Indemnity Clause in Contracts

Title Indemnity. In addition to, and separate from, the foregoing agreement to indemnify set forth in Section 11.2, each Retek Shareholder agrees, severally and not jointly, to defend and indemnify HNC and each other Indemnified Person from and against any and all claims, demands, suits, actions, causes of actions, losses, costs, damages, liabilities and expenses including, without limitation, reasonable attorneys' fees, other professionals' and experts' reasonable fees and court or arbitration costs incurred and arising out of any failure of such Retek Shareholder to have good, valid and marketable title to any issued and outstanding shares of Retek Stock held (or asserted to have been held) by such Retek Shareholder, free and clear of all liens, claims and encumbrances, or to have the full right, capacity and authority to enter into this Agreement and consummate the Exchange and any other transactions contemplated by this Agreement, or any failure of Retek to have good, valid and marketable title to all of the outstanding shares of each of 38 39 the Retek Subsidiaries and any failure of the Retek Shareholders collectively to own, of record and beneficially, 100% of the outstanding shares of Retek. A Retek shareholder's liability under the indemnification provided for in this Section 11.5 shall be in addition to any liability of such Retek shareholder under Section 11.2 and shall not be subject to the limitations on such shareholder's liability set forth in Section 11.3 and shall not be limited to such Retek Shareholder's Escrow Shares.

Title Indemnity. In addition to, and separate from, the --------------- foregoing agreement to indemnify set forth in Section 11.2, each Retek the THAWTE Shareholder agrees, severally and not jointly, to defend and indemnify HNC VeriSign and each other Indemnified Person from and against any and all claims, demands, suits, actions, causes of actions, losses, costs, damages, liabilities and expenses including, without limitation, reasonable attorneys' fees, other professionals' and experts' reasonable fees and court or arbitration costs incurred and arising out of any failure of such Retek THAWTE Shareholder to have good, valid and marketable title to any issued and outstanding shares of Retek THAWTE Stock held (or asserted to have been held) by such Retek THAWTE Shareholder, free and clear of all liens, claims and encumbrances, or to have the full right, capacity and authority to enter into this Agreement and consummate the Exchange and any other transactions contemplated by this Agreement, or any failure of Retek THAWTE to have good, valid and marketable title to all of the issued and outstanding shares of each of 38 39 the Retek THAWTE Subsidiaries and any failure of the Retek Shareholders collectively THAWTE Shareholder to own, of record and beneficially, 100% of the issued and outstanding shares of RetekTHAWTE. A Retek THAWTE shareholder's liability under the indemnification provided for in this Section 11.5 shall be in addition to any liability of such Retek THAWTE shareholder under Section 11.2 and shall not be subject to the limitations on such shareholderthe THAWTE Shareholder's liability set forth in Section 11.3 and shall not be limited to such Retek THAWTE Shareholder's Escrow Shares.

Title Indemnity. In addition to, and separate from, the foregoing agreement to indemnify set forth in Section 11.2, each Retek Zedcor Shareholder agrees, severally jointly and not jointlyseverally, to defend and indemnify HNC IMSI and each other Indemnified Person from and against any and all claims, demands, suits, actions, causes of actions, losses, costs, damages, liabilities and expenses including, without limitation, reasonable attorneys' fees, other professionals' and experts' reasonable fees and court or arbitration costs incurred and arising out of any failure of such Retek Zedcor Shareholder to have good, valid and marketable title to any issued and outstanding shares of Retek Zedcor Stock held (or asserted to have been held) by such Retek Zedcor Shareholder, free and clear of all liens, claims and encumbrances, or to have the full right, capacity and authority to enter into this Agreement and consummate the Exchange and any other transactions contemplated by this Agreement, or any failure of Retek Zedcor to have good, valid and marketable title to all of the outstanding shares of each of 38 39 the Retek Zedcor Subsidiaries and any failure of the Retek Zedcor Shareholders collectively to own, of record and beneficially, 100% of the outstanding shares of RetekZedcor. A Retek Zedcor shareholder's liability under the indemnification provided for in this Section 11.5 shall be in addition to any liability of such Retek Zedcor shareholder under Section 11.2 and shall not be subject to the limitations on such shareholder's liability set forth in Section 11.3 and shall not be limited to such Retek Shareholder's Escrow Sharesthe Hold Back Funds.