Common use of Indemnification of the Shareholders Clause in Contracts

Indemnification of the Shareholders. Purchaser shall indemnify and hold the Shareholders harmless from, against, for and in respect of: (a) any and all damages, losses, settlement payments, obligations, liabilities, claims, actions or causes of action and encumbrances suffered, sustained, incurred or required to be paid by the Shareholders because of the breach of any written representation, warranty, agreement or covenant of Purchaser contained in or made in connection with this Agreement; (b) any and all liabilities, obligations, claims and demands arising out of the ownership and operation of the Company on and after the Closing Date, except to the extent the same arises from a breach of any written representation, warranty, agreement or covenant of any Company or any Shareholder contained in or made in connection with this Agreement; and (c) all reasonable costs and expenses (including, without limitation, attorneys' fees, interest and penalties) incurred by the Shareholders or the Shareholders in connection with any action, suit, proceeding, demand, assessment or judgment incident to any of the matters indemnified against in this Section 10.

Indemnification of the Shareholders. Purchaser shall indemnify and hold the Shareholders harmless from, against, for and in respect of: (a) any and all damages, losses, settlement payments, obligations, liabilities, claims, actions or causes of action and encumbrances suffered, sustained, incurred or required to be paid by the Shareholders because of the breach of any written representation, warranty, agreement or covenant of Purchaser contained in or made in connection with this Agreement; (b) any and all liabilities, obligations, claims and demands (other than the Excluded Liabilities) arising out of the ownership and operation of the Company on and after the Closing Date, except to the extent the same arises from a breach of any written representation, warranty, agreement or covenant of any Company or any Shareholder contained in or made in connection with this Agreement; and (c) all reasonable costs and expenses (including, without limitation, attorneys' fees, interest and penalties) incurred by the Shareholders or the Shareholders in connection with any action, suit, proceeding, demand, assessment or judgment incident to any of the matters indemnified against in this Section 1011.