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 Zedcor Shareholder agrees, jointly and severally, to defend and indemnify 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 Zedcor Shareholder to have good, valid and marketable title to any issued and outstanding shares of Zedcor Stock held (or asserted to have been held) by such 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 Zedcor to have good, valid and marketable title to all of the outstanding shares of each of the Zedcor Subsidiaries and any failure of the Zedcor Shareholders collectively to own, of record and beneficially, 100% of the outstanding shares of Zedcor. A Zedcor shareholder's liability under the indemnification provided for in this Section 11.5 shall be in addition to any liability of such 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 the Hold Back Funds.

Title Indemnity. In addition to, and separate from, the foregoing agreement to indemnify set forth in Section 11.2, each Zedcor Retek Shareholder agrees, jointly severally and severallynot jointly, to defend and indemnify IMSI 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 Zedcor Retek Shareholder to have good, valid and marketable title to any issued and outstanding shares of Zedcor Retek Stock held (or asserted to have been held) by such Zedcor 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 Zedcor Retek to have good, valid and marketable title to all of the outstanding shares of each of 38 39 the Zedcor Retek Subsidiaries and any failure of the Zedcor Retek Shareholders collectively to own, of record and beneficially, 100% of the outstanding shares of ZedcorRetek. A Zedcor Retek shareholder's liability under the indemnification provided for in this Section 11.5 shall be in addition to any liability of such Zedcor 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 the Hold Back Fundssuch 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 Zedcor the THAWTE Shareholder agrees, jointly and severally, to defend and indemnify IMSI 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 Zedcor THAWTE Shareholder to have good, valid and marketable title to any issued and outstanding shares of Zedcor THAWTE Stock held (or asserted to have been held) by such Zedcor 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 Zedcor THAWTE to have good, valid and marketable title to all of the issued and outstanding shares of each of the Zedcor THAWTE Subsidiaries and any failure of the Zedcor Shareholders collectively THAWTE Shareholder to own, of record and beneficially, 100% of the issued and outstanding shares of ZedcorTHAWTE. A Zedcor THAWTE shareholder's liability under the indemnification provided for in this Section 11.5 shall be in addition to any liability of such Zedcor 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 the Hold Back Fundssuch 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 Zedcor Shareholder the Purelink Shareholders agrees, jointly and severally, to defend and indemnify IMSI Gateway 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 Zedcor Shareholder Purelink Shareholders to have good, valid and marketable title to any issued and outstanding shares of Zedcor Purelink Stock held (or asserted to have been held) by such Zedcor ShareholderPurelink Shareholders, 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 Zedcor to have good, valid and marketable title to all of the outstanding shares of each of the Zedcor Subsidiaries and any failure of the Zedcor Purelink Shareholders collectively to own, of record and beneficially, 100% of the issued and outstanding shares of ZedcorPurelink. A Zedcor Purelink shareholder's liability under the indemnification provided for in this Section 11.5 shall be in addition to any liability of such Zedcor Purelink shareholder under Section 11.2 and shall not be subject to the limitations on such shareholderthe Purelink Shareholder's liability set forth in Section 11.3 and shall not be limited to the Hold Back Fundssuch Purelink Shareholder's Escrow Shares.