BY TBA Clause Samples

BY TBA. TBA covenants and agrees to defend, indemnify and hold harmless the Shareholders, the Acquired Companies and their officers, directors, employees, agents, advisers, representatives and Affiliates (collectively, the "Acquired Company Indemnitees") from and against any and all Losses resulting from or arising out of: (i) any inaccuracy in any representation or warranty by TBA made or contained in this Agreement or in connection herewith; (ii) any failure of TBA to perform any covenant or agreement made or contained in this Agreement or fulfill any other obligation in respect hereof; and (iii) the operation of the Acquired Companies by TBA following the Closing Date, except to the extent such Losses constitute Losses for which the Shareholders are required to indemnify TBA Indemnitees under Section 8.1(a).