Common use of Indemnification by the Buyer and Newco Clause in Contracts

Indemnification by the Buyer and Newco. Notwithstanding the Closing, and, with respect to paragraph (a) only, except to the extent that the Seller or the Parent has any knowledge or information with respect to such matter on or prior to the Closing Date (it being agreed that the Seller Indemnitees are entitled to indemnification under this Section 6.3 regardless of their knowledge of facts giving rise to any litigation referred to in paragraph (b) hereof or of their knowledge for purposes of the representation and warranty set forth in the penultimate sentence of Section 4.4 of any liabilities or claims against the Buyer or any of its Affiliates), the Buyer and Newco shall, jointly and severally, indemnify and agree to fully defend, save and hold the Seller, the Parent, or any Affiliate of the Seller or of the Parent and their directors, officers and employees (the "Seller Indemnitees"), harmless if any Seller Indemnitee shall at any time or from time to time suffer any damage, liability, loss, cost, expense (including all reasonable attorneys' fees and expenses of investigation incurred by the Seller Indemnitees in any action or proceeding between the Buyer or Newco and the Seller Indemnitees or between the Seller Indemnitees and any third party or otherwise), deficiency, interest, penalty, impositions, assessments or fines (collectively, "Seller Losses") arising out of or resulting from, or shall pay or become obligated to pay any sum on account of, any and all the Buyer Events of Breach. As used herein, "Buyer Events of Breach" shall be and mean any one or more of the following:

Indemnification by the Buyer and Newco. Notwithstanding the Closing, and, with respect to paragraph (a) only, except to the extent that the Seller or the Parent has any knowledge or information with respect to such matter on or prior to the Closing Date (it being agreed that the Seller Indemnitees are entitled to indemnification under this Section 6.3 regardless of their knowledge of facts giving rise to any litigation referred to in paragraph (b) hereof or of their knowledge for purposes of the representation and warranty set forth in the penultimate sentence of Section 4.4 of any liabilities or claims against the Buyer or any of its Affiliates), the Buyer and Newco shall, jointly and severally, indemnify and agree to fully defend, save and hold the Seller, the Parent, or any Affiliate of the Seller or of the Parent and their directors, officers and employees (the "Seller IndemniteesSELLER INDEMNITEES"), harmless if any Seller Indemnitee shall at any time or from time to time suffer any damage, liability, loss, cost, expense (including all reasonable attorneys' fees and expenses of investigation incurred by the Seller Indemnitees in any action or proceeding between the Buyer or Newco and the Seller Indemnitees or between the Seller Indemnitees and any third party or otherwise), deficiency, interest, penalty, impositions, assessments or fines (collectively, "Seller LossesSELLER LOSSES") arising out of or resulting from, or shall pay or become obligated to pay any sum on account of, any and all the Buyer Events of Breach. As used herein, "Buyer Events of BreachBUYER EVENTS OF BREACH" shall be and mean any one or more of the following: