Common use of From and after Closing Clause in Contracts

From and after Closing. Buyer shall defend, indemnify and hold harmless Seller and its successors and assigns (the “Seller Indemnified Parties”) from and against any and all Damages incurred by the Seller Indemnified Parties, whether or not resulting from third party claims, arising out of or resulting from: (i) any breach by Buyer of its representations and warranties made under this Agreement or in the certificate delivered pursuant to Section 8.2(d) (in each case, without giving effect to any materiality or Material Adverse Effect qualifiers); (ii) any default by Buyer of any covenant or agreement made in this Agreement; (iii) the Assumed Obligations and Transfer Taxes that Buyer is responsible for pursuant to Section 11.1; (iv) the ownership, business or operation of the Business after the Effective Time; and (v) any Damages Seller incurs as a result of Buyer’s failure to assume any Section 1.2(r) Contract.