By ATS. (i) Subject to Section 9.2(g) and (i), ATS shall protect, defend, indemnify and hold harmless the Shareholders and their Affiliates, respective agents, representatives, successors and assigns (“Shareholder Indemnitees”) from and against any losses, damages and expenses (including, without limitation, except as provided in Section 9.2(d)(ii), reasonable counsel fees, costs and expenses incurred in investigating and defending against the assertion of such liabilities) that may be sustained, suffered or incurred by the Shareholders or their Affiliates, and that arose from (A) any breach by ATS of its representations and warranties, (B) any breach by ATS of its covenants in this Agreement, (C) Taxes as provided in paragraph (ii) of this Section 9.2(a) or (D) any liabilities of PMG following the Closing other than those liabilities not reflected on the Closing Balance Sheet for which the Shareholders have agreed to indemnify ATS pursuant to Section 9.2(b) of this Agreement.
By ATS. From the date hereof until the Closing Date, ATS shall promptly disclose to Parent and Federal in writing any material variances from the representations and warranties contained in Article 3 promptly upon discovery thereof, in the form of “Updated Schedules” delivered to Parent and Federal.
By ATS. (i) Subject to Section 10.2(g) and (i), ATS shall protect, defend, indemnify and hold harmless the Stockholders and their Affiliates, respective agents, representatives, successors and assigns (“Stockholder Indemnitees”) from and against any losses, damages and expenses (including, without limitation, except as provided in Section 10.2(d)(ii), reasonable counsel fees, costs and expenses incurred in investigating and defending against the assertion of such liabilities) that may be sustained, suffered or incurred by the Stockholders or their Affiliates, and that arose from (A) any breach by ATS of its representations and warranties, (B) any breach by ATS of its covenants in this Agreement, (C) Taxes as provided in paragraph (ii) of this Section 10.2(a) or (D) any liabilities of NSS following the Closing other than liabilities giving rise to a claim by the ATS Indemnitees under Section 10.2(b).
By ATS. ATS may terminate this agreement by ninety (90) days written notice to Client and the concurrent tender to Client of a pro-rata refund of prepaid charges for Services for the current calendar quarter, computed on the basis of the number of days remaining in the calendar quarter.
