Common use of By the Seller and Shareholder Clause in Contracts

By the Seller and Shareholder. Subject to the terms and conditions of thisSection 7, Seller and the Shareholder jointly and severally, hereby agree to indemnify, defend and hold harmless Buyer, OSI, the Partnership, and each of their respective directors, officers, employees and Affiliates (hereinafter "Buyer's Indemnitees"), from and against all Claims asserted against, resulting to, imposed upon, or incurred by Buyer's Indemnitees or the Partnership Interests transferred to Buyer pursuant to this Agreement, directly or indirectly, by reason of, arising out of or resulting from (a) the inaccuracy or breach of any representation or warranty of any of Seller or the Shareholder contained in or made pursuant to this Agreement (regardless of whether such breach is deemed “material”); (b) the breach of any covenant of any of Seller or the Shareholder contained in this Agreement (regardless of whether such breach is deemed “material”). As used in this Section 7, the term "Claim" shall include (i) all Liabilities and Liens; (ii) all losses, damages, judgments, awards, settlements approved by the Buyer (such approval shall not be unreasonably withheld or delayed), costs and expenses (including, without limitation, interest (including prejudgment interest in any litigated matter), penalties, court costs and reasonable attorneys’ fees and expenses); and (iii) all demands, claims, suits, actions, costs of investigation, costs of defense, causes of action, proceedings and assessments, whether or not ultimately determined to be valid.