Common use of Indemnification by the Selling Shareholder Clause in Contracts

Indemnification by the Selling Shareholder. The Selling Shareholder hereby agrees to reimburse, indemnify, defend and hold harmless the Company for, from and against each and every Loss (as hereinafter defined) incurred by the Company 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 to the Company 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 7.02 against the Selling Shareholder; provided, however, that in no event shall the Selling Shareholder reimburse, indemnify, defend or hold harmless, or be liable to, the Company or any direct or indirect parent, subsidiary, affiliate, successor or assignee of the Company for or in connection with any Loss caused by or relating to (i) any Taxes incurred by the Company by virtue of or relating to the Company Purchase or the ESOP Purchase, (ii) any breach of any of the Company's representations, warranties or covenants set forth in this Agreement or any other breach by the Company of this Agreement, or (iii) any fraud or willful misconduct of the Company.