Common use of Indemnification by the Shareholders Clause in Contracts

Indemnification by the Shareholders. Subject to the terms and conditions of this Article VIII, the Shareholders (the “Shareholders Indemnifying Parties”) shall indemnify and hold harmless the Company and its respective successors and permitted assigns and the Company Preferred Shareholder (each, a “Company Indemnified Party”) from and against any and all Liabilities, losses, damages, claims, costs and expenses, interest, awards, judgments and penalties (including reasonable attorneys’ and consultants’ fees and expenses) actually paid, suffered, incurred by, or imposed upon, them (including any Action brought or otherwise initiated by any of them) (any of the foregoing, a “Loss”) arising out of or resulting from (whether or not involving a Third Party Claim (as defined herein)), (a) any breach of any of the Seller’s or the Shareholders’ representations and warranties set forth in Section 8.1, or (b) any breach or nonperformance of any covenant or agreement made by the Seller or the Shareholders in this Agreement.