Indemnification for the Benefit of Parent and Seller Sample Clauses

Indemnification for the Benefit of Parent and Seller. The Original Owner and the Shareholders shall, jointly but not severally, indemnify Seller and its Affiliates and each of their respective officers, directors, fiduciaries, employees, stockholders, agents and representatives (the “Seller Indemnitees”) against and hold them harmless from any Loss suffered or incurred by the Seller Indemnitees to the extent arising from, relating to or otherwise in respect of (i) any obligation or liability of whatever kind and nature, primary or secondary, direct or indirect, absolute or contingent, known or unknown, whether or not accrued, pertaining to the Transferred Assets arising on or after the Closing, or (ii) any breach or failure by the Original Owner or the Shareholders to fulfill or perform any of their representations, warranties, covenants and agreements contained in this Agreement.