Common use of Obligations of the Parent Clause in Contracts

Obligations of the Parent. From and after the Closing Date, the Parent shall indemnify, defend and hold harmless the Holding Companies and the Equityholders from and against any Losses which they may suffer, incur, or sustain arising out of, attributable to or resulting from any inaccuracy in or breach or nonperformance of any of the representations, warranties, covenants or agreements made by the Parent in or pursuant to this Agreement or any Related Agreement prior to the Closing (it being agreed that solely for purposes of establishing whether any matter is indemnifiable pursuant to this Section 8.2, no effect shall be given to any qualification regarding knowledge other than with respect to Sections 5.3 (to the extent it relates to Managers) and 5.6(b)) or materiality or Parent Material Adverse Effect.

Obligations of the Parent. From and after the Closing Date, the Parent shall indemnify, defend and hold harmless the Holding Companies Advisors and the Equityholders from and against any Losses which they may suffer, incur, or sustain arising out of, attributable to or resulting from any inaccuracy in or breach or nonperformance of any of the representations, warranties, covenants or agreements made by the Parent in or pursuant to this Agreement or any Related Agreement prior to the Closing (it being agreed that solely for purposes of establishing whether any matter is indemnifiable pursuant to this Section 8.2, no effect shall be given to any qualification regarding knowledge other than with respect to Sections 5.3 (to the extent it relates to Managers) and 5.6(b)) or materiality knowledge, materiality, Material Adverse Effect or Parent Material Adverse Effect.