Common use of Obligation of the Shareholders to Indemnify Clause in Contracts

Obligation of the Shareholders to Indemnify. Subject to the time limitations set forth in Section 10.1 below, the Shareholders agree to indemnify, defend and hold harmless Security National and its respective directors, officers, employees, agents, subsidiaries, affiliates, successors and assigns, from and against all losses, liabilities, claims, damages, deficiencies, costs and expenses, including without limitation interest, penalties and attorneys' fees and disbursements (collectively, the "Losses" and singularly, a "Loss"), based upon, arising out of or otherwise related to any inaccuracy in or any breach of any representation, warranty, covenant or agreement of Southern Security or the Shareholders contained in this Agreement or in any document or other papers delivered pursuant to this Agreement, including the Southern Security Financial Statements, and in respect of any third party claim made based upon facts alleged which, if true, would have constituted any such inaccuracy or breach. For purposes of this Agreement, Security National shall be deemed to have suffered a Loss if and to the extent that such Loss has been suffered by Southern Security. Notwithstanding the foregoing, the time limitations set forth in Section 10.1 below do not apply to the Shareholders’ tax obligations set forth in Section 3.18 hereof.

Obligation of the Shareholders to Indemnify. Subject to the time limitations set forth in Section 10.1 below, the Shareholders agree to indemnify, defend and hold harmless Security National and its respective directors, officers, employees, agents, subsidiaries, affiliates, successors and assigns, from and against all losses, liabilities, claims, damages, deficiencies, costs and expenses, including without limitation interest, penalties and attorneys' fees and disbursements (collectively, the "Losses" and singularly, a "Loss"), based upon, arising out of or otherwise related to any inaccuracy in or any breach of any representation, warranty, covenant or agreement of Southern Security Capital Reserve or the Shareholders contained in this Agreement or in any document or other papers delivered pursuant to this Agreement, including the Southern Security Capital Reserve Financial Statements, and in respect of any third party claim made based upon facts alleged which, if true, would have constituted any such inaccuracy or breach. For purposes of this Agreement, Security National shall be deemed to have suffered a Loss if and to the extent that such Loss has been suffered by Southern SecurityCapital Reserve. Notwithstanding the foregoing, the time limitations set forth in Section 10.1 below do not apply to the Shareholders’ ' tax obligations set forth in Section 3.18 hereof.