Common use of SHAREHOLDER LOSSES Clause in Contracts

SHAREHOLDER LOSSES. (a) Buyer agrees to indemnify and hold harmless the Shareholder and its directors, officers, employees, representatives, agents and attorneys, from, against and in respect of any and all Shareholder Losses (as defined below) suffered, sustained, incurred or required to be paid by Shareholder by reason of (i) except as set forth in Section 10.10, any material failure by Buyer to observe or perform its covenants and agreements set forth in this Agreement or any other agreement or document executed by it in connection with the transactions contemplated hereby; (ii) any material liability for claims arising from or based upon the operation of the Company subsequent to the Closing Date; or (iii) any material liability arising from or based on the engagement by Buyer of any broker or agent.