Common use of By the Shareholder Clause in Contracts

By the Shareholder. The Shareholder shall indemnify, save and hold harmless Parent, their affiliates and subsidiaries, and their respective representatives, from and against any and all costs, losses (including without limitation diminution in value), taxes, liabilities, obligations, damages, lawsuits, deficiencies, claims, demands, and expenses (whether or not arising out of third-party claims), reasonable attorneys’ fees and all amounts paid in investigation, defense or settlement of any of the foregoing (herein, “Damages”), incurred in connection with, arising out of, resulting from or incident to (1) any breach of any representation or warranty or the inaccuracy of any representation made by the Targets or the Shareholder in or pursuant to this Agreement, or (2) any breach of any covenant or agreement made by the Targets or the Shareholder in or pursuant to this Agreement; provided, however, that Parent makes a written claim for indemnification against the Shareholder.

By the Shareholder. The Shareholder shall indemnify, save and ------------------ hold harmless ParentParent and Sub, their affiliates and subsidiaries, and their respective representatives, from and against any and all costs, losses (including without limitation diminution in value), taxes, liabilities, obligations, damages, lawsuits, deficiencies, claims, demands, and expenses (whether or not arising out of third-party claims), reasonable attorneys’ ' fees and all amounts paid in investigation, defense or settlement of any of the foregoing (herein, “"Damages”"), incurred in connection with, arising out of, resulting from or incident to (1) any breach of any representation or warranty or the inaccuracy of any representation made by the Targets Company or the Shareholder in or pursuant to this Agreement, or (2) any breach of any covenant or agreement made by the Targets Company or the Shareholder shareholder in or pursuant to this Agreement; provided, however, that Parent and Sub makes a written claim for indemnification -------- ------- against the Shareholdershareholder within the applicable survival period.

By the Shareholder. The Shareholder shall indemnify, save and ------------------ hold harmless ParentParent and Sub, their affiliates and subsidiaries, and their respective representatives, from and against any and all costs, losses (including without limitation diminution in value), taxes, liabilities, obligations, damages, lawsuits, deficiencies, claims, demands, and expenses (whether or not arising out of third-party claims), reasonable attorneys’ ' fees and all amounts paid in investigation, defense or settlement of any of the foregoing (herein, “"Damages”"), incurred in connection with, arising out of, resulting from or incident to (1) any breach of any representation or warranty or the inaccuracy of any representation made by the Targets Company or the Shareholder in or pursuant to this Agreement, or (2) any breach of any covenant or agreement made by the Targets Company or the Shareholder shareholder in or pursuant to this Agreement; provided, however, that Parent and Sub makes a written claim for -------- ------- indemnification against the Shareholdershareholder within the applicable survival period.