Indemnification; Escrow Deposit of Purchase Shares. (a) The Company and each of the Securityholders (regardless of the party making the representation, warranty, covenant or agreement) shall, to the extent of the Escrow Shares, indemnify, reimburse, defend and hold harmless each of P-Com, Purchaser and each of its respective parent, holding and subsidiary companies as defined in Section 736 of the Companies Xxx 0000 (other than the Securityholders) against any and all losses, liabili ties, damages, demands, claims, suits, actions, judgments, and causes of action, assessments, costs, and expenses, including, without limitation, interest, penalties, attorneys' and other reasonable fees, and expenses properly incurred in investigating, preparing, and defending against any litigation, commenced or threatened, and any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation (collectively, "Damages"), asserted against, resulting from, imposed upon, or incurred or suffered, directly or indirectly, by P-Com and/or Purchaser and any of its respective affiliates (other than the Securityholders), directly or indirectly, as a result of or arising from or in connection with any inaccuracy in or breach or non-fulfilment of any of the representations, warranties, covenants, or agreements made by any of the Securityholders or the Company in this Agreement or the Escrow Agreement or any facts or circumstances constituting such an inaccuracy, breach, or non-fulfilment.
Indemnification; Escrow Deposit of Purchase Shares. (a) Except to the extent otherwise set forth herein, the Company and the Securityholder (regardless of the party making the representation, warranty, covenant or agreement) shall, to the extent of the Escrow Shares, indemnify, reimburse, defend and hold harmless each Purchaser and each of its respective affiliates (other than the Securityholder) against any and all losses, liabilities, damages, demands, claims, suits, actions, judgments, and causes of action, assessments, costs, and expenses, including, without limitation, interest, penalties, attorneys' fees, any and all expenses incurred in investigating, preparing, and defending against any litigation, commenced or threatened, and any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation (collectively, "Damages"), asserted against, resulting from, imposed upon, or incurred or suffered, by each Purchaser and any of its respective affiliates (other than the Securityholder), as a result of or arising from or in connection with (1) any inaccuracy in or breach or nonfulfillment of any of the representations, warranties, covenants, or agreements made by any of the Securityholder or the Company in this Agreement or the Escrow Agreement or any facts or circumstances constituting such an inaccuracy, breach, or nonfulfillment (all of which, including those set forth in clause (2) below, shall be referred to as "Identifiable Claims"), or (2) any of the following (but giving effect to any of the disclosures or qualifications set forth in this Agreement, any accompanying schedule, exhibit, certificate or the Disclosure Letter):
