Common use of Indemnification by Buyer and Parent Clause in Contracts

Indemnification by Buyer and Parent. The Buyer and Parent shall jointly and severally indemnify and hold harmless the Sellers (collectively, the “Seller Indemnified Parties”) from and against, and agree promptly to defend each of the Seller Indemnified Parties from and reimburse each of the Seller Indemnified Parties for, any and all losses, damages, costs, expenses, liabilities, obligations and Claims of any kind (including reasonable lawyers’ fees and other legal costs and expenses) (“Indemnified Costs”) that any of the Seller Indemnified Parties may at any time suffer or incur, or become subject to, as a result of or in connection with: (a) any actual or alleged breach or inaccuracy of any of the representations and warranties made by the Buyer or the Parent in any Transaction Document, or in any instrument, certificate or affidavit delivered by the Buyer or the Parent at the Closing in accordance with the provisions hereof; (b) any failure by the Buyer or the Parent to carry out, perform, satisfy and discharge any of their respective covenants, agreements, undertakings, liabilities or obligations under any Transaction Document or under any of the other documents delivered by the Buyer or the Parent in connection with the Transaction Documents; and (c) any proceeding arising out of, or in any way related to, any of the matters referred to in this Section 10.02.

Indemnification by Buyer and Parent. The Buyer and Parent shall Parent, jointly and severally indemnify severally, will indemnify, defend and hold harmless Sellers and their respective heirs, administrators, executors, successors and permitted assigns, shareholders, members, officers, directors, managers, employees, agents, consultants, advisors, or other representatives, including legal counsel, accountants, and financial advisors (the “Sellers Indemnitees”), and will reimburse the Sellers (collectively, the “Indemnitees for all Losses sustained or incurred by any Seller Indemnified Parties”) from and against, and agree promptly to defend each of the Seller Indemnified Parties from and reimburse each of the Seller Indemnified Parties for, any and all losses, damages, costs, expenses, liabilities, obligations and Claims of any kind (including reasonable lawyers’ fees and other legal costs and expenses) (“Indemnified Costs”) that any of the Seller Indemnified Parties may at any time suffer or incur, or become subject toIndemnitee, as a result of or in connection witharising out of or by virtue of: (a) any actual inaccuracy in or alleged breach or inaccuracy of any of the representations and warranties representation or warranty made by the Buyer or the Parent in any Transaction Document, to Sellers herein or in any instrument, certificate or affidavit closing document delivered by the Buyer or the Parent at the Closing to Sellers in accordance with the provisions hereofconnection herewith; (b) any failure the breach by the Buyer or the Parent of, or failure of Buyer or Parent to carry outcomply with, perform, satisfy and discharge any of their respective covenants, agreements, undertakings, liabilities the covenants or obligations under any Transaction Document this Agreement or Buyers Closing Documents to be performed by Buyer (including, without limitation, their obligations under any of the other documents delivered by the Buyer or the Parent in connection with the Transaction Documents; andthis Article X); (c) the failure of Buyer or Parent to discharge when due any proceeding Assumed Liability; (d) any Taxes imposed upon or relating to Buyer other than the Excluded Liabilities; or (e) any liability or obligation of Buyer or Parent or arising out of, or in any way related to, any of Buyer’s operation of the matters referred to in this Section 10.02Business after the Closing Date other than the Excluded Liabilities.

Indemnification by Buyer and Parent. The Buyer and Parent (on a joint and several basis) shall jointly and severally defend, indemnify and hold harmless the Sellers Seller Parties and their respective partners, officers, directors, employees, estates, executors, trusts, trustees, heirs, beneficiaries and agents, and each of them (collectively, the hereinafter collectively called “Seller Indemnified PartiesParty Indemnitees”) from against and against, and agree promptly to defend each in respect of the Seller Indemnified Parties from and reimburse each of the Seller Indemnified Parties for, any and all losses, damages, costs, expenses, liabilities, obligations and Claims of Indemnified Losses incurred by any kind (including reasonable lawyers’ fees and other legal costs and expenses) (“Indemnified Costs”) that any of the Seller Indemnified Parties may at any time suffer or incurIndemnitee by reason of, or become subject to, as a result of or in connection witharising out of: (a) any actual misrepresentation or alleged breach or inaccuracy of any warranty of the representations and warranties made by the Buyer or the Parent contained in any Transaction Documentthis Agreement, or in any instrumentcertificate, certificate schedule, instrument or affidavit document delivered to the Seller Parties by the or on behalf of Buyer or the Parent at the Closing in accordance with pursuant to the provisions hereofof this Agreement; (b) any failure breach or nonfulfillment of any covenant, agreement or other obligation of Buyer contained in this Agreement, or in any certificate, schedule, instrument or document delivered to the Seller Parties by or on behalf of Buyer pursuant to the provisions of this Agreement; (c) the ownership or operation of the Acquired Assets after the Effective Time (other than in respect of the Excluded Liabilities), except to the extent any Indemnified Losses relate to a matter for which the Buyer or the Parent Indemnitees are indemnified pursuant to carry out, perform, satisfy and discharge any of their respective covenants, agreements, undertakings, liabilities or obligations under any Transaction Document or under any of the other documents delivered by the Buyer or the Parent in connection with the Transaction DocumentsSection 9.1; and (cd) any proceeding arising out of, or in any way related to, any of the matters referred to in this Section 10.02Assumed Liability.