Common use of Indemnification Obligations of Buyer Clause in Contracts

Indemnification Obligations of Buyer. After the Closing, Buyer shall indemnify each Seller and its Affiliates (other than the Company and its Subsidiaries) (collectively, “Seller Indemnified Parties”) and hold them harmless against any Losses which Seller Indemnified Parties may suffer, sustain or become subject to, as a result of, in connection with, relating or incidental to or by virtue of: (i) any facts or circumstances which constitute a breach of any representation or warranty of Buyer under this Agreement or in any of the certificates or other instruments or documents furnished by Buyer pursuant to this Agreement; provided, that for purposes of this ARTICLE VII, the qualifications as to materiality and Material Adverse Effect contained in such representations and warranties shall not be given effect; or (ii) any nonfulfillment or breach of any covenant, agreement or other provision by Buyer under this Agreement. If and to the extent any provision of this Section 7.2 is unenforceable for any reason, Buyer hereby agrees to make the maximum contribution to the payment and satisfaction of the Loss for which indemnification is provided for in this Section 7.2 which is permissible under applicable Laws.

Indemnification Obligations of Buyer. After the Closing, Buyer shall indemnify each Parent and Seller and its their respective Affiliates (other than the Company and its SubsidiariesCompany) (collectively, “Seller Indemnified Parties”) and hold them harmless against any Losses which Seller Indemnified Parties may suffer, sustain or become subject to, as a result of, in connection with, relating or incidental to or by virtue of: (iA) any facts or circumstances which constitute a breach of any representation or warranty of Buyer under this Agreement or in any of the certificates or other instruments or documents certificate furnished by Buyer pursuant to this Agreement; provided, that for purposes of this ARTICLE VII§8, the qualifications as to materiality and Material Adverse Effect contained in such representations and warranties shall not be given effect; or; (iiB) any nonfulfillment or breach of any covenant, agreement or other provision by Buyer under this Agreement; or (C) any Losses arising out of the period following the Closing Date pursuant to the Parent Guaranties. If and to the extent any provision of this Section 7.2 §8(b) is unenforceable for any reason, Buyer hereby agrees to make the maximum contribution to the payment and satisfaction of the Loss for which indemnification is provided for in this Section 7.2 §8(b) which is permissible under applicable Laws.

Indemnification Obligations of Buyer. After the Closing, Buyer shall indemnify each Seller and its Affiliates (other than the Company and its SubsidiariesCompany) (collectively, “Seller Indemnified Parties”) and hold them harmless against any Losses which Seller Indemnified Parties may suffer, sustain or become subject to, as a result of, in connection with, relating or incidental to or by virtue of: (i) any facts or circumstances which constitute a breach of any representation or warranty of Buyer under this Agreement or in any of the certificates or other instruments or documents furnished by Buyer pursuant to this Agreement; provided, that for purposes of this ARTICLE VII, the qualifications as to materiality and Material Adverse Effect contained in such representations and warranties shall not be given effect; or (ii) any nonfulfillment or breach of any covenant, agreement or other provision by Buyer under this Agreement. If and to the extent any provision of this Section 7.2 is unenforceable for any reason, Buyer hereby agrees to make the maximum contribution to the payment and satisfaction of the Loss for which indemnification is provided for in this Section 7.2 which is permissible under applicable Laws.

Indemnification Obligations of Buyer. After the Closing, Buyer shall indemnify each Seller and its Affiliates (other than the Company Buyer and its SubsidiariesAffiliates, including the Target Companies) (collectively, “Seller Indemnified Parties”) and hold them harmless against any Losses which Seller Indemnified Parties may suffer, sustain or become subject to, as a result of, in connection with, relating or incidental to or by virtue of: (i) any facts or circumstances which constitute a breach of any representation or warranty of Buyer under this Agreement or contained in any ARTICLE IV of the certificates or other instruments or documents furnished by Buyer pursuant to this Agreement; provided, that for purposes of this ARTICLE VII, the qualifications as to materiality and Material Adverse Effect contained in such representations and warranties shall not be given effect; or (ii) any nonfulfillment or breach of any covenant, agreement or other provision by Buyer under this Agreement. If and to the extent any provision of this Section 7.2 5.2(c) is unenforceable for any reason, Buyer hereby agrees to make the maximum contribution to the payment and satisfaction of the Loss Losses for which indemnification is provided for in this Section 7.2 5.2(c) which is permissible under applicable Laws.

Indemnification Obligations of Buyer. After the Closing, Buyer shall indemnify each Seller and its Affiliates (other than the Company and its SubsidiariesCompany) (collectively, “Seller Indemnified Parties”) and hold them harmless against any Losses which Seller Indemnified Parties may suffer, sustain or become subject to, as a result of, in connection with, relating or incidental to or by virtue of: (i) any facts or circumstances which constitute a breach of any representation or warranty of Buyer under this Agreement or in any of the certificates or other instruments or documents furnished by Buyer pursuant to this Agreement; provided, that for purposes of this ARTICLE VIIArticle VIII, the qualifications as to materiality and Material Adverse Effect (but not Knowledge) contained in such representations and warranties shall not be given effect; or (ii) any nonfulfillment or breach of any covenant, agreement or other provision by Buyer under this Agreement. If and to the extent any provision of this Section 7.2 is unenforceable for any reason, Buyer hereby agrees to make the maximum contribution to the payment and satisfaction of the Loss for which indemnification is provided for in this Section 7.2 which is permissible under applicable Laws.