Common use of BY THE BUYER AND THE PARENT Clause in Contracts

BY THE BUYER AND THE PARENT. Subject to Section 7.1(E) hereof, the Buyer and Parent shall indemnify, save, defend and hold harmless the Seller, Seller's successors in interest or heirs, Xxxxxxxx and Xxxxx (collectively, the "Seller Indemnified Parties") from and against any and all Damages (i) incurred in connection with or arising out of or resulting from or incident to any breach of any covenant , breach of warranty as of the Effective Date, or the inaccuracy of any representation as of the Effective Date, made by the Buyer and/or Parent in or pursuant to this Agreement or any other agreement contemplated hereby or in any schedule, certificate, exhibit, or other instrument furnished or to be furnished by the Buyer and/or Parent under this Agreement, or (ii) based upon, arising out of or otherwise in respect of any liability or obligation of the Business or relating to the Assets (a) relating to any period on and after the Effective Date, other than those Damages based upon or arising out of the liabilities other than Assumed Liabilities (the "Retained Liabilities"), or (b) arising out of facts or circumstances existing on and after the Effective Date, other than those Damages based upon or arising out of the Retained Liabilities; provided, however, that neither Buyer nor Parent shall be liable for any such Damages if such Damages result from or arise out of a breach or violation of this Agreement by any Seller Indemnified Parties.

BY THE BUYER AND THE PARENT. Subject to Section 7.1(E) hereof, the Buyer and Parent shall indemnify, save, defend and hold harmless the each Seller, each Seller's successors in interest or heirs, Xxxxxxxx Xxxxxx and Xxxxx Xxxxxx and their respective heirs and personal representatives (collectively, the "Seller Sellers Indemnified Parties") from and against any and all Damages (i) incurred in connection with or arising out of or resulting from or incident to any breach of any covenant , breach of warranty as of the Effective Date, or the inaccuracy of any representation as of the Effective Date, made by the Buyer and/or Parent in or pursuant to this Agreement or any other agreement contemplated hereby or in any schedule, certificate, exhibit, or other instrument furnished or to be furnished by the Buyer and/or Parent under this Agreement, or (ii) based upon, arising out of or otherwise in respect of any liability or obligation of the Business or relating to the Assets (a) relating to any period on and after the Effective Date, other than those Damages based upon or arising out of the liabilities or obligations of the Businesses occurring on or accruing as of the Effective Date other than Assumed Liabilities (the "Retained Liabilities"), or (b) arising out of facts or circumstances existing on and after the Effective Date, other than those Damages based upon or arising out of the Retained Liabilities; provided, however, that neither Buyer nor Parent shall be liable for any such Damages if such Damages result from or arise out of a breach or violation of this Agreement by any Seller Sellers Indemnified Parties.