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, the Purelink Shareholders agrees, to defend and indemnify 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 Purelink Shareholders to have good, valid and marketable title to any issued and outstanding shares of Purelink Stock held (or asserted to have been held) by such Purelink 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, and any failure of the Purelink Shareholders to own, of record and beneficially, 100% of the issued and outstanding shares of Purelink. A Purelink shareholder's liability under the indemnification provided for in this Section 11.5 shall be in addition to any liability of such Purelink shareholder under Section 11.2 and shall not be subject to the limitations on the Purelink Shareholder's liability set forth in Section 11.3 and shall not be limited to such Purelink Shareholder's Escrow Shares.

Title Indemnity. In addition to, and separate from, the foregoing agreement to indemnify set forth in Section 11.2, the Purelink Shareholders each Zedcor Shareholder agrees, jointly and severally, to defend and indemnify Gateway 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 Purelink Shareholders Zedcor Shareholder to have good, valid and marketable title to any issued and outstanding shares of Purelink Zedcor Stock held (or asserted to have been held) by such Purelink ShareholdersZedcor 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 Purelink Zedcor Shareholders collectively to own, of record and beneficially, 100% of the issued and outstanding shares of PurelinkZedcor. A Purelink Zedcor shareholder's liability under the indemnification provided for in this Section 11.5 shall be in addition to any liability of such Purelink Zedcor shareholder under Section 11.2 and shall not be subject to the limitations on the Purelink Shareholdersuch shareholder's liability set forth in Section 11.3 and shall not be limited to such Purelink Shareholder's Escrow Sharesthe Hold Back Funds.

Title Indemnity. In addition to, and separate from, the foregoing agreement to indemnify set forth in Section 11.2, the Purelink Shareholders each Retek Shareholder agrees, severally and not jointly, to defend and indemnify Gateway 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 Purelink Shareholders Retek Shareholder to have good, valid and marketable title to any issued and outstanding shares of Purelink Retek Stock held (or asserted to have been held) by such Purelink ShareholdersRetek 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 Purelink Retek Shareholders collectively to own, of record and beneficially, 100% of the issued and outstanding shares of PurelinkRetek. A Purelink Retek shareholder's liability under the indemnification provided for in this Section 11.5 shall be in addition to any liability of such Purelink Retek shareholder under Section 11.2 and shall not be subject to the limitations on the Purelink Shareholdersuch shareholder's liability set forth in Section 11.3 and shall not be limited to such Purelink Retek Shareholder's Escrow Shares.

Title Indemnity. In addition to, and separate from, the --------------- foregoing agreement to indemnify set forth in Section 11.2, the Purelink Shareholders THAWTE Shareholder agrees, to defend and indemnify Gateway 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 Purelink Shareholders THAWTE Shareholder to have good, valid and marketable title to any issued and outstanding shares of Purelink THAWTE Stock held (or asserted to have been held) by such Purelink ShareholdersTHAWTE 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 THAWTE to have good, valid and marketable title to all of the issued and outstanding shares of each of the THAWTE Subsidiaries and any failure of the Purelink Shareholders THAWTE Shareholder to own, of record and beneficially, 100% of the issued and outstanding shares of PurelinkTHAWTE. A Purelink THAWTE shareholder's liability under the indemnification provided for in this Section 11.5 shall be in addition to any liability of such Purelink THAWTE shareholder under Section 11.2 and shall not be subject to the limitations on the Purelink THAWTE Shareholder's liability set forth in Section 11.3 and shall not be limited to such Purelink THAWTE Shareholder's Escrow Shares.