Common use of By the Buyers Clause in Contracts

By the Buyers. (i) In consideration of Pro Tech's execution and delivery of this Agreement and issuance of the Series A Preferred Shares, the Conversion Shares, Warrants and Warrant Shares hereunder, and in addition to all of the Buyers' other obligations under this Agreement, but subject to the limitations set forth in Section 6 of the Pro Tech Registration Rights Agreement, each Buyer, severally and not jointly, shall defend, protect, indemnify and hold harmless the Pro Tech Indemnitees from and against the Pro Tech Indemnified Liabilities incurred by the Pro Tech Indemnitees or any of them in connection with or as a result of any breach by such Buyer of any representation, warranty or covenant in the Transaction Documents, including, but not limited to: (a) any misrepresentation or breach of any representation or warranty made by such Buyer in the Transaction Documents or any other certificate, instrument or document contemplated hereby or thereby; or (b) any breach of any covenant, agreement or obligation of such Buyer contained in the Transaction Documents or any other certificate, instrument or document contemplated hereby or thereby; provided, however, that this Section 12(c)(i) shall not apply to the extent that it is finally judicially determined that such actions, causes of action, suits, claims, losses, costs, penalties, fees, liabilities and damages, and expenses in connection therewith resulted solely from the gross negligence or bad faith of such Pro Tech Indemnitee. To the extent that the foregoing undertaking by such Buyer may be unenforceable for any reason, such Buyer shall make the maximum contribution to the payment and satisfaction of each of the Pro Tech Indemnified Liabilities which is permissible under applicable law. (ii) In consideration of NCT's execution and delivery of this Agreement and issuance of the Exchange Shares hereunder, and in addition to all of the Buyers' other obligations under this Agreement, but subject to the limitations set forth in Section 6 of the NCT Registration Rights Agreement, as the case may be, each Buyer, severally and not jointly, shall defend, protect, indemnify and hold harmless the NCT Indemnitees from and against the NCT Indemnified Liabilities incurred by the NCT Indemnitees or any of them in connection with or as a result of any breach by such Buyer of any representation, warranty or covenant in the Transaction Documents, including, but not limited to: (a) any misrepresentation or breach of any representation or warranty made by such Buyer in the Transaction Documents or any other certificate, instrument or document contemplated hereby or thereby; or (b) any breach of any covenant, agreement or obligation of such Buyer contained in the Transaction Documents or any other certificate, instrument or document contemplated hereby or thereby; provided, however, that this Section 12(c) shall not apply to the extent that it is finally judicially determined that such actions, causes of action, suits, claims, losses, costs, penalties, fees, liabilities and damages, and expenses in connection therewith resulted solely from the gross negligence or bad faith of such NCT Indemnitee. To the extent that the foregoing undertaking by such Buyer may be unenforceable for any reason, such Buyer shall make the maximum contribution to the payment and satisfaction of each of the NCT Indemnified Liabilities which is permissible under applicable law.