Indemnification by the Shareholders. (a) Each Shareholder agrees to, and does hereby, indemnify and hold harmless the Company and the other Shareholder from and against any and all Losses arising out of, or based upon, the gross negligence or willful misconduct of such Shareholder under this Agreement or such Shareholder exceeding its authority under this Agreement.
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Samples: Operating Agreement (Western Digital Corp), Operating Agreement, Operating Agreement of Flash (Sandisk Corp)
Indemnification by the Shareholders. (a) Each Shareholder agrees to, of the Shareholders shall severally and does hereby, not jointly indemnify and hold Buyer harmless the Company and the other Shareholder from and against any and all Losses arising out of, of any breach of a representation or based upon, the gross negligence or willful misconduct of warranty made by such Shareholder under this Agreement or such Shareholder exceeding its authority under in this Agreement.
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