Common use of Indemnification by Target Clause in Contracts

Indemnification by Target. TARGET shall indemnify, defend and hold harmless SUB and PARENT and each person who is now, or has been at any time prior to the date hereof or who becomes prior to the Closing, an officer, director or partner of SUB and PARENT, or an employee of SUB and PARENT and their respective heirs, legal representatives, successors and assigns (collectively the “SUB Indemnified Parties”) against all losses, claims, damages, costs, expenses (including attorneys’ fees), liabilities or judgments or amounts that are paid in settlement of or in connection with any threatened or actual claim, action, suit, proceeding or investigation based in whole or in part on or arising in whole or in part out of (i) any breach of this Agreement by TARGET, including but not limited to failure of any representation or warranty to be true and correct at or before the Closing, or (ii) any act, omission or conduct of any officer, director or agent of TARGET prior to the Closing, whether asserted or claimed prior to, or at or after, the Closing, or (iii) relating to the consummation of the transactions contemplated herein, and any action taken in connection therewith (collectively “SUB Indemnified Liabilities”). Any SUB Indemnified Party wishing to claim indemnification under this Section 8.02, upon learning of any such claim, action, suit, proceeding or investigation, shall notify TARGET, but the failure so to notify shall not relieve TARGET from any liability that it may have under this Section 8.02, except to the extent that such failure would materially prejudice TARGET.