▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ Clause Samples

▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇. ▇▇▇▇▇▇ jointly and severally agree to indemnify and hold Parent, its officers, directors, and affiliates (including Amalco) harmless for, from and against any Losses incurred by Parent, its officers, directors, or affiliates directly or indirectly as a result of any inaccuracy or breach of a representation or warranty of the Company contained in Section 2.15 herein (as modified by the Company Schedules, without giving effect to any update thereto); provided, however, that with respect to any such Losses -------- ------- incurred during the Escrow Period, Parent, its officers, directors and affiliates shall first make a claim for such Losses against the Indemnification Shares in accordance with the procedures set forth in the Escrow Agreement. After completion of the Closing, Messrs. ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ shall not be entitled to seek or obtain any contribution or compensation from Amalco with respect to breaches of representations and warranties given hereunder by, or breach of covenants hereunder of, the Company at or prior to Closing.