Common use of Indemnification by TARGET and SELLER Clause in Contracts

Indemnification by TARGET and SELLER. TARGET and SELLER, jointly and severally, agree to indemnify the BUYER Indemnified Parties for, and hold each BUYER Indemnified Party harmless from and against the Indemnified Costs, in each case, arising out of or suffered or incurred in connection with any of the following: (a) any misrepresentation or any breach of any warranty made by TARGET and or SELLER herein or in any documents related hereto; (b) any breach or non-fulfillment of any covenant or agreement made by TARGET and or SELLER herein, and (c) any claim relating to or arising out of a violation of applicable federal or state securities laws by TARGET and or SELLER in connection with the TARGET Shares.

Indemnification by TARGET and SELLER. TARGET and SELLER, jointly and severally, agree to indemnify the BUYER Indemnified Parties for, and hold each BUYER Indemnified Party harmless from and against the Indemnified Costs, in each case, arising out of or suffered or incurred in connection with any of the following: (a) any material misrepresentation or any material breach of any warranty made by TARGET and or SELLER herein or in any documents related hereto; (b) any material breach or material non-fulfillment of any covenant or agreement made by TARGET and or SELLER herein, and (c) any material claim relating to or arising out of a violation of applicable federal or state securities laws by TARGET and or SELLER in connection with the TARGET SharesEQUITY INTEREST.