Common use of After the Closing Date Clause in Contracts

After the Closing Date. Seller and Seller's Principals shall jointly and severally indemnify, defend and hold Buyer and its parent, directors, officers, trustees, employees, agents and affiliates (the "BUYER'S INDEMNITIES") harmless from and against any and all loss, damage, claim, obligation, assessment, cost, liability, and expense (including, without limitation, reasonable attorneys' fees and costs and expenses incurred in investigating, preparing, defending against or prosecuting any litigation or claim, action, suit, proceeding or demand), of any kind or character (a "LOSS"), incurred, suffered, sustained or required to be paid by any one of them to the extent resulting from: (i) any breach of the representations and warranties made by Seller in or pursuant to this Agreement or any of the Acquisition Agreements; or (ii) the failure by Seller to perform or observe any of the covenants and agreements to be performed or observed by Seller pursuant to this Agreement or any of the Acquisition Agreements; or (iii) any and all obligations of Seller, including, but not limited to, Seller's obligations to its Contractors, investors, shareholders, creditors and any other third parties, except for (A) obligations under the Assumed Contracts arising after the Closing Date, and (b) other obligations expressly assumed or required to be assumed by Buyer under this Agreement or the Acquisition Agreements; or (iv) any and all obligations to Powerhouse or its affiliates, including, but not limited to any obligations arising from or related to the Powerhouse Agreement or the termination of the Powerhouse Agreement; or (v) any and all liability with respect to the litigation indicated on Schedule 5(f) hereof.

After the Closing Date. Seller and Seller's Principals shall jointly and severally indemnify, defend and hold Buyer and its parent, directors, officers, trustees, employees, agents and affiliates (the "BUYER'S INDEMNITIES") harmless from and against any and all loss, damage, claim, obligation, assessment, cost, liability, and expense (including, without limitation, reasonable attorneys' fees and costs and expenses incurred in investigating, preparing, defending against or prosecuting any litigation or claim, action, suit, proceeding or demand), of any kind or character (a "LOSS"), incurred, suffered, sustained or required to be paid by any one of them to the extent resulting from: (i) any breach of the representations and warranties made by Seller in or pursuant to this Agreement or any of the Acquisition Agreements; or (ii) the failure by Seller to perform or observe any of the covenants and agreements to be performed or observed by Seller pursuant to this Agreement or any of the Acquisition Agreements; or (iii) any and all obligations of Seller, including, but not limited to, Seller's obligations to its Contractors, investors, shareholders, creditors and any other third parties, except for (A) obligations under the Assumed Contracts arising after the Closing Date, and (b) other obligations expressly assumed or required to be assumed by Buyer under this Agreement or the Acquisition Agreements; or (iv) any and all obligations to Powerhouse or its affiliates, including, but not limited to any obligations arising from or related to the Powerhouse Agreement or the termination of the Powerhouse Agreement; or (v) any and all liability with respect to the litigation indicated on Schedule 5(f) hereof.