Common use of INDEMNIFICATION BY MODAVOX Clause in Contracts

INDEMNIFICATION BY MODAVOX. Except as otherwise limited by this Article, Kino and its officers, directors, agents and successors and permitted assigns will be indemnified and held harmless by Modavox for any and all liabilities, losses, damages, claims, costs and expenses, interest, awards, judgments, and penalties (including reasonable attorneys' and consultants' fees and expenses) actually suffered or incurred by them ("Kino's Losses") arising out of or resulting from: (a) the inaccuracy or breach of any representation or warranty by Modavox contained herein or in any document delivered by Modavox pursuant to this Agreement; (b) the breach of any covenant or agreement by Modavox, contained herein or in any document delivered by Modavox pursuant to this Agreement; (c) the execution of the Promissory Notes in favor of Modavox by the individuals identified on Schedule 7.2(c); (d) the agreement to issue Common Stock registered on Form S-8 to the law firm of Lerch & DePrima for se▇▇▇▇▇s r▇▇▇▇▇▇▇; (e) the departures of Andrew Burgess and Jos▇▇▇ ▇▇▇ ▇▇ ▇▇▇loyee▇ ▇▇ Modavox; or (f) payroll tax liabilities arising prior to October 18, 2005.