Common use of Basic Indemnification Clause in Contracts

Basic Indemnification. Stockholders shall indemnify, defend, save and hold Parent and its officers, directors, employees, agents and Affiliates (including, after the Closing, the Surviving Corporation, collectively, "Parent Indemnitees") harmless from and against all demands, claims, allegations, assertions, actions or causes of action, assessments, losses, damages, deficiencies, liabilities, costs and expenses (including reasonable legal fees, interest, penalties, and all reasonable amounts paid in investigation, defense or settlement of any of the foregoing, whether or not the underlying demands, claims, allegations, etc., of third parties are meritorious; collectively, "Parent Damages") asserted against, imposed upon, resulting to, required to be paid by or incurred by any Parent Indemnitees, directly or indirectly, in connection with, arising out of, which could result in, or which would not have occurred but for, (i) a breach of any representation or warranty made by Stockholders in this Agreement, in any certificate or document furnished pursuant hereto by Stockholders or National or any Other Agreement to which Stockholders or National, or both, is or is to become a party, (ii) a breach or nonfulfillment of any covenant or agreement made by Stockholders or National in or pursuant to this Agreement or in any Other Agreement to which Stockholders or National, or both, is or is to become a party, and (iii) any and all liabilities of National of any nature whatsoever, whether due or to become due, whether accrued, absolute, contingent or otherwise, existing on the Effective Closing Date or arising out of any transaction entered into, or any state of facts existing, prior to the Effective Closing Date, except for (i) liabilities fully reserved on the Fiscal Year Financial Statements and/or the Estimated Interim Financial Statements, but only to the extent reserved therein, (ii) those liabilities not required under GAAP to be reserved in the Fiscal Year Financial Statements and/or the Estimated Interim Financial Statements that are expressly quantified and set forth in the Contracts, and (iii) obligations disclosed in this Agreement or in any Other Agreement, Schedule, or Exhibit and (iv) obligations for Accounts Payable which are not the responsibility of Stockholders pursuant to Section 5.07 above.

Basic Indemnification. Stockholders Seller shall indemnify, defend, save and hold Parent Buyer, BCC, and its their respective officers, directors, employees, agents and Affiliates (including, after the Closing, the Surviving CorporationCompanies, collectively, "Parent Buyer Indemnitees") harmless from and against all demands, claims, allegations, assertions, actions or causes of action, assessments, losses, damages, deficiencies, liabilities, costs and expenses (including reasonable legal fees, interest, penalties, and all reasonable amounts paid in investigation, defense or settlement of any of the foregoing, whether or not the underlying demands, claims, allegations, etc., of third parties are meritorious; collectively, "Parent Buyer Damages") asserted against, imposed upon, resulting to, required to be paid by or incurred by any Parent Buyer Indemnitees, directly or indirectly, in connection with, arising out of, which could result in, or which would not have occurred but for, (i) a breach of any representation or warranty made by Stockholders Seller or the Company in this Agreement, in any certificate or document furnished pursuant hereto by Stockholders Seller or National the Company or any Other Agreement to which Stockholders Seller or Nationalthe Company, or both, is or is to become a party, (ii) a breach or nonfulfillment of any covenant or agreement made by Stockholders Seller or National the Company in or pursuant to this Agreement or in any Other Agreement to which Stockholders Seller or Nationalthe Company, or both, is or is to become a party, and (iii) any and all liabilities of National the Company of any nature whatsoever, whether due or to become due, whether accrued, absolute, contingent or otherwise, existing on the Effective Closing Date or arising out of any transaction entered into, or any state of facts existing, prior to the Effective Closing Date, except for (i) liabilities fully reserved on the Fiscal Year Financial Statements and/or the Estimated Interim Financial Statements, but only to the extent reserved therein, (ii) those liabilities not required under GAAP to be reserved in the Fiscal Year Financial Statements and/or the Estimated Interim Financial Statements that are expressly quantified and set forth in the Contracts, and (iii) obligations disclosed in this Agreement or in any Other Agreement, Schedule, or Exhibit and (iv) obligations for Accounts Payable which are not the responsibility of Stockholders Seller pursuant to Section 5.07 5.10 above.