Common use of Indemnification by Buyer and Parent Clause in Contracts

Indemnification by Buyer and Parent. Except as otherwise limited by this ARTICLE IX, Buyer and Parent shall, jointly and severally, indemnify, defend and hold harmless Seller, each Principal and their respective Affiliates and each officer, manager, employee, agent and representative of each of the foregoing (collectively, the “Seller Indemnified Parties”) from and against, and pay or reimburse the Seller Indemnified Parties for, any and all Losses, suffered or incurred by, or imposed upon, any Seller Indemnified Party arising in whole or in part out of or resulting directly or indirectly from: (a) any breach of any representation or warranty of Buyer and/or Parent in this Agreement (including all schedules and exhibits hereto and all certificates, documents, instruments and undertakings furnished pursuant to this Agreement to which any of them is a party or made in connection herewith); (b) any breach of any covenant, obligation or agreement of Buyer and/or Parent in this Agreement (including all schedules and exhibits hereto and all certificates, documents, instruments and undertakings furnished pursuant to this Agreement to which any of them is a party or made in connection herewith and therewith); (c) the existence of, or the failure of Buyer to pay, perform or discharge when due, any Assumed Liability after the Closing; and (d) enforcing the Seller Indemnified Parties’ indemnification rights provided for hereunder.