Common use of Indemnification by the Selling Shareholder Clause in Contracts

Indemnification by the Selling Shareholder. Subject to the terms of this Article VI, the Selling Shareholder shall indemnify and hold harmless the Purchaser and each of its officers, directors, employees and controlling persons from any liability, damage, loss, penalty, cost or expense, including reasonable attorneys' fees and costs of investigating and defending lawsuits, complaints, actions or other pending or threatened litigation, after receiving full credit for the amount of any payments actually received as a result of insurance coverage ("Costs") arising from or attributable to any breach of or inaccuracy in any representation, warranty, covenant or agreement made by the Selling Shareholder herein; provided, however, the Purchaser shall give the Selling Shareholder written notice as soon as practicable after the discovery thereof of any suspected breach of or inaccuracy in any representation, warranty, covenant or agreement made by the Selling Shareholder, and if the Selling Shareholder is able to cure such breach or inaccuracy within ten days after receipt of such written notice, without any Costs being incurred by the Purchaser, the indemnification provisions set forth in this Section 6.1 shall not apply with respect to such breach or inaccuracy.