Common use of Indemnification Provisions for the Benefit of Buyer Clause in Contracts

Indemnification Provisions for the Benefit of Buyer. Subject to Section 8.4, the Shareholders, jointly and severally, agree to indemnify and hold Buyer, the Company and its officers, directors and affiliates harmless from and against (a) any amount of those accounts receivable of the Company aged as of the Closing Date over fifty-nine (59) days (the "Aged Accounts Receivable") which remain uncollected as of the one-year anniversary of the Closing Date, net of any reasonable reserve for bad debts, and (b) any and all Adverse Consequences (as defined below) any of such parties may suffer or incur resulting from, arising out of, relating to, or caused by (i) the material breach of any of the Shareholders' representations, warranties, obligations or covenants contained herein, or (ii) the operation of the Company's insurance agency business or ownership of the Company Shares by the Shareholders on or prior to the Closing Date, including, without limitation, any claims or lawsuits based on conduct of the Shareholders, the Company, or its officers, directors or affiliates, occurring before the Closing. For purposes of this Article 8, the phrase "Adverse Consequences" means all charges, complaints, actions, suits, proceedings, hearings, investigations, claims, demands, judgments, orders, decrees, stipulations, injunctions, damages, dues, penalties, fines, costs, amounts paid in settlement, liabilities (whether known or unknown, whether absolute or contingent, whether liquidated or unliquidated, and whether due or to become due), obligations, taxes, liens, losses, expenses, and fees, including all attorneys' fees and court costs.