Common use of INDEMNIFICATION BY SHARESHOHLDER AND THE SELLER Clause in Contracts

INDEMNIFICATION BY SHARESHOHLDER AND THE SELLER. The Shareholders and the Seller shall indemnify, save and keep the Purchaser, its successors and assigns, forever harmless against and from all liabilities, demands, claims, actions or causes of action, assessments, losses, penalties, costs, damages or expenses, including reasonable attorneys' fees and expenses, of every kind, nature and description, fixed or contingent, sustained or incurred by Purchaser, its successors or assigns arising out of, resulting from, based upon or in connection with: 9.2.1 any representation or warranty made by the Shareholder and the Seller to the Purchaser herein or any violation of agreements or covenants or any instrument or document delivered to Purchaser in connection herewith being incorrect in any material respect; and 9.2.2 the failure of the Shareholder or the Seller to comply with, or the breach by Shareholder, or the Seller of any of the covenants and agreements in this Agreement to be performed by Shareholder or the Seller.