Common use of Indemnification by Buyer and Parent Clause in Contracts

Indemnification by Buyer and Parent. Subject to the other terms of this Article 7, Buyer and Parent, jointly and severally, will indemnify, defend and hold harmless the Sellers and each of the Sellers’ Other Indemnified Persons from and against all Losses suffered, sustained, incurred or paid that arise out of, relate to or result from, directly or indirectly, any: (a) breach of any representation or warranty made by Buyer or Parent herein or in any Ancillary Document of Buyer or Parent, respectively; (b) breach of any covenant or agreement of Buyer or Parent herein or in any Ancillary Document of Buyer or Parent, respectively; (c) conduct of the Business or ownership, use, condition, possession or operation of any of the Acquired Assets after Closing, other than any such Losses for which any Seller is obligated to provide indemnification under Section 7.1 (or for which any Seller would have been obligated to provide indemnification under Section 7.1 but for any limitation contained elsewhere in this Article 7) (d) Assumed Liability; or (e) Proceeding arising out of, relating to or resulting from any of the foregoing.