Common use of Indemnification by the Parties Clause in Contracts

Indemnification by the Parties. (a) From and after the Closing Date (but subject to Section 10.1(a) and the limitations set forth in Section 10.3 below), each Cypress Indemnitee shall be held harmless and shall be indemnified from and against, and shall be compensated, reimbursed and paid for, any Damages which are directly or indirectly suffered or incurred by any Cypress Indemnitee or to which any Cypress Indemnitee may otherwise become subject (regardless of whether or not such Damages relate to any third-party claim) and which arise from or as a result of, or are directly or indirectly connected with: (i) any inaccuracy in or breach or (in the case of a third-party claim that, if determined in favor of the applicable third party, would result in a breach) alleged breach of any representation or warranty of Cellatope set forth in this Agreement, in the Cellatope Compliance Certificate, or in the certificate provided pursuant to Section 7.5(vi) (without giving effect, in each case, to any information provided by Cellatope pursuant to Section 62); (ii) any breach or (in the case of a third-party claim that, if determined in favor of the applicable third party, would result in a breach) alleged breach of any covenant or obligation of Cellatope set forth in this Agreement (including the covenants set forth in Sections 5 and 6) to be performed on or prior to Closing (without giving effect, in each case, to any information provided by Cellatope pursuant to Section 6.2), (iii) any Excluded Liability, (iv) any Liability incurred pursuant to any applicable bulk sale law or based on noncompliance therewith or (v) any Legal Proceeding relating to any inaccuracy or breach of the type referred to in clauses (i) or (ii) or relating to clauses (iii) or (iv) above (including any Legal Proceeding commenced by any Cypress Indemnitee for the purpose of enforcing any of its rights under this Section 10 if a Cypress Indemnitee is the prevailing party therein).

Indemnification by the Parties. (a) From Subject to the terms and conditions of this Article VIII, Seller hereby agrees, from and after the Closing Date (but subject Closing, to Section 10.1(a) indemnify, defend and the limitations set forth in Section 10.3 below)hold harmless Purchaser, Parent, each Cypress Indemnitee shall be held harmless of Purchaser’s and shall be indemnified Parent’s Affiliates and each of the officers, directors, managers, members, partners, equityholders, employees, representatives, agents, successors and assigns of Purchaser, Parent and such Affiliates (collectively, the “Purchaser Indemnified Parties”) from and against, and shall be compensated, reimbursed pay on behalf of and paid forreimburse each Purchaser Indemnified Party in respect of, any Damages which are and all Losses incurred, suffered, sustained or required to be paid, directly or indirectly suffered or incurred indirectly, by any Cypress Indemnitee or to which any Cypress Indemnitee may otherwise become subject (regardless of whether or not such Damages relate to any third-party claim) and which arise Purchaser Indemnified Party arising out of, resulting from or as a result of, or are directly or indirectly connected with: relating to (i) any breach of or inaccuracy in any representation and warranty made by the Company or breach Seller in Article II or by Seller in Article III, (in the case of a thirdii) any non-party claim that, if determined in favor of the applicable third party, would result in a breach) alleged fulfillment or breach of any representation covenant or warranty of Cellatope agreement made by or to be performed by Seller set forth in this Agreement, in the Cellatope Compliance Certificate, or in the certificate provided pursuant to Section 7.5(vi) (without giving effect, in each case, to any information provided by Cellatope pursuant to Section 62); (iiiii) any breach non-fulfillment or (in the case of a third-party claim that, if determined in favor of the applicable third party, would result in a breach) alleged breach of any covenant or obligation of Cellatope set forth in this Agreement (including the covenants set forth in Sections 5 and 6) agreement made by or to be performed on by the Company at or prior to Closing (without giving effect, in each case, to any information provided by Cellatope pursuant to Section 6.2), (iii) any Excluded Liabilitythe Closing, (iv) any Liability incurred pursuant to any applicable bulk sale law or based on noncompliance therewith or Indemnified Taxes, (v) any Legal Proceeding Liability of the Company arising or relating to any inaccuracy or breach the Pre-Closing Period that is not primarily related to the conduct of the type Acquired Business, (vi) any Liabilities that are “Assumed Liabilities” as that term is defined in the Contribution Agreement or (vii) any Liability of the Company arising out of or relating to the claims referred to in clauses (i) or (ii) or relating to clauses (iii) or (iv) above (including any Legal Proceeding commenced by any Cypress Indemnitee Section 2.13 of the Seller Disclosure Schedule under the heading “Open Litigation” and identified as “Enqwest, LLC” in the column titled “Name”. Notwithstanding the foregoing, and for the purpose avoidance of enforcing any doubt, no Seller Indemnified Party will be a Purchaser Indemnified Party by reason of its rights under this Section 10 if a Cypress Indemnitee is such Seller Indemnified Party’s position with the prevailing party therein)Company or otherwise.