Common use of Indemnification by the Selling Shareholder Clause in Contracts

Indemnification by the Selling Shareholder. From and after the Closing, the Selling Shareholder shall indemnify and hold harmless the Buyer and its directors, officers, employees, Affiliates, agents and assigns (each, a “Buyer Indemnitee”) against any Losses incurred by such Buyer Indemnitee as a result of, arising out of or in connection with (i) any breach or violation of, or inaccuracy in, any representation or warranty made by or on behalf of the Selling Shareholder in this Agreement or any claim by any third party alleging, constituting or involving such a breach violation or inaccuracy; (ii) any breach or violation of, or failure to perform, any covenants or agreements made by or on behalf of, or to be performed by, the Selling Shareholder in this Agreement, or any claim by any third party alleging, constituting or involving any such breach or violation or default or failure to perform; (iii) any violation or non-compliance with applicable Laws by the Selling Shareholder or Company Entity on or prior to the Closing Date, whether in the course of business or in connection with the execution and delivery of this Agreement and the Instrument of Transfer and the consummation of the transactions contemplated hereby and thereby; (iv) any failure to timely file applicable Tax Returns (or any failure for such Tax Returns to be true, correct and complete) by any Company Entity or any failure to timely and fully pay applicable Taxes owed by any Company Entity, for any tax period (or portion thereof) up to the Closing Date; and (v) any litigation or arbitration proceedings involving any Company Entity arising out of or based on an event that occurred or an action that was taken on or prior to the Closing Date. 13 Buyer [ ] / Selling Shareholder [ ]

Indemnification by the Selling Shareholder. From and after the Closing, the The Selling Shareholder shall indemnify hereby agrees to reimburse, indemnify, defend and hold harmless the Buyer Purchaser for, from and its directors, officers, employees, Affiliates, agents against each and assigns every Loss (each, a “Buyer Indemnitee”as hereinafter defined) against any Losses incurred by such Buyer Indemnitee as a result ofthe Purchaser based upon, arising out of or relating to (a) any inaccuracy in or breach of any representation or warranty of the Selling Shareholder set forth in this Agreement or in any of the certificates or other documents delivered by the Selling Shareholder to the Purchaser in connection with the Closing, (b) any breach of any covenant of the Selling Shareholder set forth in this Agreement, and (c) the enforcement of this Section 7.01 against the Selling Shareholder other than the actions taken by the Purchaser to implement this Section; provided, however, that in no event shall the Selling Shareholder reimburse, indemnify, defend or hold harmless, or be liable to, the Purchaser or any affiliate, successor or assignee of the Purchaser for or in connection with any Loss caused by or relating to (i) any breach or violation of, or inaccuracy in, of any representation or warranty made by or on behalf of the Selling Shareholder Purchaser's representations, warranties or covenants set forth in this Agreement or any claim other breach by any third party allegingthe Purchaser of this Agreement, constituting or involving such a breach violation or inaccuracy; (ii) any breach Taxes incurred by the Purchaser by virtue of or violation ofrelating to the Company Purchase and the ESOP Purchase, provided, however, it being understood that any Taxes incurred by the Purchaser relating to the Company Purchase solely as a result of (a) or (b) above shall be a Loss subject to indemnification hereunder, or failure to perform, any covenants or agreements made by or on behalf of, or to be performed by, the Selling Shareholder in this Agreement, or any claim by any third party alleging, constituting or involving any such breach or violation or default or failure to perform; (iii) any violation fraud or non-compliance with applicable Laws by the Selling Shareholder or Company Entity on or prior to the Closing Date, whether in the course of business or in connection with the execution and delivery of this Agreement and the Instrument of Transfer and the consummation willful misconduct of the transactions contemplated hereby and thereby; (iv) any failure to timely file applicable Tax Returns (or any failure for such Tax Returns to be true, correct and complete) by any Company Entity or any failure to timely and fully pay applicable Taxes owed by any Company Entity, for any tax period (or portion thereof) up to the Closing Date; and (v) any litigation or arbitration proceedings involving any Company Entity arising out of or based on an event that occurred or an action that was taken on or prior to the Closing Date. 13 Buyer [ ] / Selling Shareholder [ ]Purchaser.

Indemnification by the Selling Shareholder. From and after the Closing, the Selling Shareholder shall indemnify and hold harmless the Buyer and its directors, officers, employees, Affiliates, agents and assigns (each, a “Buyer Indemnitee”) against any Losses incurred by such Buyer Indemnitee as a result of, arising out of or in connection with (i) any breach or violation of, or inaccuracy in, any representation or warranty made by or on behalf of the Selling Shareholder in this Agreement or any claim by any third party alleging, constituting or involving such a breach violation or inaccuracy; (ii) any breach or violation of, or failure to perform, any covenants or agreements made by or on behalf of, or to be performed by, the Selling Shareholder in this Agreement, or any claim by any third party alleging, constituting or involving any such breach or violation or default or failure to perform; (iii) any violation or non-compliance with applicable Laws by the Selling Shareholder or Company Entity on or prior to the Closing Date, whether in the course of business or in connection with the execution and delivery of this Agreement and the Instrument of Transfer and the consummation of the transactions contemplated hereby and thereby; (iv) any failure to timely file applicable Tax Returns (or any failure for such Tax Returns to be true, correct and complete) by any Company Entity or any failure to timely and fully pay applicable Taxes owed by any Company Entity, for any tax period (or portion thereof) up to the Closing Date; and (v) any litigation or arbitration proceedings involving any Company Entity arising out of or based on an event that occurred or an action that was taken on or prior to the Closing Date. 13 Buyer [ ] / Selling Shareholder [ ].