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, defend and hold harmless the Purchaser, its Affiliates and their respective officers, directors, employees, agents, successors and permitted assigns (collectively, the “Purchaser Indemnitees”) from and against, and shall pay to Purchaser Indemnitees the amount of, or reimburse Purchaser Indemnitees for, all Liabilities, losses, damages, claims, causes of action, costs and expenses (including reasonable attorneys’ fees and other expenses incurred in connection with the investigation or defense of any of the same, in responding to or cooperating with any governmental investigation or in enforcing any right to indemnification hereunder), interest, awards, judgments, Taxes, fines and penalties (collectively, “Losses”) suffered or incurred by, or imposed upon, the Purchaser Indemnitees (in each case, whether absolute, accrued, conditional or otherwise and whether or not resulting from Third Party Claims) arising out of or relating to: (i) Any inaccuracy in or breach of any representation or warranty made by the Selling Shareholder in this Agreement; or (ii) any breach or violation of, or failure to perform, any covenants or agreements of the Selling Shareholder in this Agreement.

Indemnification by the Selling Shareholder. From and after the Closing, the Selling Shareholder shall indemnify, defend and hold harmless the Purchaser, its his Affiliates and their respective officers, directors, employees, agents, representatives, attorneys, successors and permitted assigns (collectively, the “Purchaser Indemnitees”) from and against, and shall pay to Purchaser Indemnitees the amount of, or reimburse Purchaser Indemnitees for, all Liabilities, losses, damages, claims, causes of action, costs and expenses (including reasonable attorneys’ fees and other expenses incurred in connection with the investigation or defense of any of the same, in responding to or cooperating with any governmental investigation or in enforcing any right to indemnification hereunder), interest, awards, judgments, Taxes, fines and penalties (collectively, “Losses”) suffered or incurred by, or imposed upon, the Purchaser Indemnitees (in each case, whether absolute, accrued, conditional or otherwise and whether or not resulting from Third Party Claims) arising out of or relating to: (i) Any any inaccuracy in or breach of any representation or warranty made by the Selling Shareholder in this AgreementAgreement or any of the Ancillary Documents; orand/or (ii) any breach or violation of, or failure to perform, any covenants or agreements of the Selling Shareholder in this AgreementAgreement or any of the Ancillary Documents.

Indemnification by the Selling Shareholder. From and after the Closing, each of the Selling Shareholder shall indemnify, defend and hold harmless the Purchaser, Purchaser and its Affiliates and their respective its officers, directors, employees, agents, successors and permitted assigns (collectively, the “Purchaser Indemnitees”) from and against, and shall pay to Purchaser Indemnitees the amount of, or reimburse Purchaser Indemnitees for, against all Liabilities, losses, damages, claims, causes of action, costs and expenses (including reasonable attorneys’ fees and other expenses incurred in connection with the investigation or defense of any of the same, same or in responding to or cooperating with any governmental investigation or in enforcing any right to indemnification hereunderinvestigation), interest, awards, judgments, Taxes, fines and penalties (collectively, “Losses”) suffered or incurred by, or imposed upon, by the Purchaser Indemnitees (in each case, whether absolute, accrued, conditional or otherwise and whether or not resulting from Third Party Claims) arising out of or relating to: (i) Any inaccuracy in or breach of any representation or warranty made set forth in Article III by such the Selling Shareholder in under this Agreement; or; (ii) any breach or violation of, or failure to perform, any covenants or agreements in Article VI made herein by such the Selling Shareholder; or (iii) any Tax obligations of the Purchaser or its Affiliates arising from the failure of such the Selling Shareholder in this Agreementto comply with its obligations under Section 6.3.

Indemnification by the Selling Shareholder. From and after the Closing, the Selling Shareholder shall indemnify, defend and hold harmless the Purchaser, its Affiliates and their respective officers, directors, employees, agents, successors and permitted assigns (collectively, the “Purchaser Indemnitees”) from and against, and shall pay to Purchaser Indemnitees the amount of, or reimburse Purchaser Indemnitees for, all Liabilities, losses, damages, claims, causes of action, costs and expenses (including reasonable attorneys’ fees and other expenses incurred in connection with the investigation or defense of any of the same, in responding to or cooperating with any governmental investigation or in enforcing any right to indemnification hereunder), interest, awards, judgments, Taxes, fines and penalties (collectively, “Losses”) suffered or incurred by, or imposed upon, the Purchaser Indemnitees (in each case, whether absolute, accrued, conditional or otherwise and whether or not resulting from Third Party Claims) arising out of or relating to: (i) Any any inaccuracy in or breach of any representation or warranty made by the Selling Shareholder in this Agreement; or (ii) any breach or violation of, or failure to perform, any covenants or agreements of the Selling Shareholder in this Agreement.