Common use of Extent of Indemnity Clause in Contracts

Extent of Indemnity. Subject to the provisions of Section 8.2(b) hereof, the Shareholders hereby agree, jointly and severally, except as noted below, to indemnify and hold harmless Purchaser, Executive and its Subsidiaries, and their officers, directors, shareholders, and employees (the "PURCHASER INDEMNIFIED PARTIES") from and against: any and all Damages (as defined below) of or to any Purchaser Indemnified Parties arising out of or resulting from (i) any misrepresentation, breach of warranty or nonfulfillment of any agreement on the part of the Shareholders or, at or before the Effective Time, Executive, contained in this Agreement or in any statement or certificate furnished or to be furnished to Purchaser pursuant hereto, and (ii) any of the matters disclosed on Schedule 8.2(b)(ii). Provided, however, notwithstanding the foregoing or any other provision of this Agreement to the contrary, such indemnity and hold harmless obligations of the Shareholders in favor of the Purchaser Indemnified Parties based on or arising out of a breach of the representations and warranties of each Shareholder contained in Article 2 of this Agreement shall be several but not joint.