Common use of INDEMNIFICATION BY THE PRINCIPAL SHAREHOLDER Clause in Contracts

INDEMNIFICATION BY THE PRINCIPAL SHAREHOLDER. During the period commencing on the Closing Date and ending on the date that is 12 months after the Closing Date, the Principal Shareholder shall indemnify and hold harmless Parent and Merger Sub and their respective officers, directors and shareholders (each an "Indemnified Party"), from and against any and all demands, claims, actions or causes of action, judgments, assessments, losses, liabilities, damages or penalties and reasonable attorneys' fees and related disbursements (collectively, "Claims") suffered by such Indemnified Party resulting from or arising out of any knowing (i) inaccuracy in or breach of any of the representations or warranties made by the Company or the Principal Shareholder at the time they were made, and, except for representations and warranties that speak as of a specific date or time (which need only be true and correct as of such date or time), on and as of the Closing Date, (ii) breach or nonfulfillment of any covenants or agreements made by the Company or the Principal Shareholder, and (iii) misrepresentation made by the Company or the Principal Shareholder, in each case as made herein or in the Schedules or Exhibits annexed hereto or in any closing certificate, schedule or any ancillary certificates or other documents or instruments furnished by the Company or the Principal Shareholder pursuant hereto or in connection with the Merger.