Common use of Indemnification of Buyer Indemnified Parties Clause in Contracts

Indemnification of Buyer Indemnified Parties. Subject to this Section 5.2, from and after the Closing Date, Seller shall indemnify, defend and hold harmless Buyer and the Company and their respective directors, officers, employees, representatives, successor and assigns (collectively "Buyer Indemnified Parties") in respect of, and Buyer Indemnified Parties shall be entitled to payment and reimbursement from Seller (collectively the "Seller Indemnifying Parties") of the amount of, all Losses suffered, incurred by any Buyer Indemnified Party, by reason of, in whole or in part, or arising from, in whole or in part, (a) any breach by Seller of any covenant, agreement or obligation in this Agreement, or (b) any misrepresentation or inaccuracy in, or breach of, any representation or warranty made by the Company or Seller in this Agreement or any certificate delivered pursuant Article 6. Notwithstanding anything herein to the contrary, in determining if there is a misrepresentation or inaccuracy in, or a breach of, a representation or warranty in Article 3 or a certificate given pursuant to Section 7.2.1, each representation or warranty referenced in clause (c) of the immediately preceding sentence shall read as if made by such Seller Indemnifying Party.

Indemnification of Buyer Indemnified Parties. Subject to this Section 5.26.3, from and after the Closing Date, Seller shall Sellers shall, severally and jointly indemnify, defend and hold harmless Buyer and the Company and their respective directors, officers, employees, representatives, successor and assigns (collectively "Buyer Indemnified Parties") in respect of, and Buyer Indemnified Parties shall be entitled to payment and reimbursement from Seller Sellers, jointly and severally (collectively the "Seller Buyer Indemnifying Parties") of the amount of, all Losses suffered, incurred by any Buyer Indemnified Party, by reason of, in whole or in part, or arising from, in whole or in part, (a) any breach by any Seller or Parent of any covenant, agreement or obligation in this AgreementAgreement (whether to be performed before, on or after the Closing Date) or by the Company of any covenant, agreement or obligation in this Agreement to be performed by the Closing Date, (b) in respect of any DCAA Claim, or (bc) any misrepresentation or inaccuracy in, or breach of, any representation or warranty made by the Company Company, any Seller or Seller Parent in this Agreement or any certificate the certificates delivered pursuant Article 6Section 7.2. 1. Notwithstanding anything herein to the contrary, in determining if there is a misrepresentation or inaccuracy in, or a breach of, a representation or warranty in Article 3 or a certificate given pursuant to Section 7.2.1, each representation or warranty referenced in clause (c) of the immediately preceding sentence shall read as if (a) made by such Seller -28- Buyer Indemnifying Party, and (b) all Materiality Qualifications and qualifications as to Company's Knowledge and Sellers' Knowledge contained in any such representation or warranty shall be ignored.

Indemnification of Buyer Indemnified Parties. Subject In addition to this Section 5.2Buyer’s rights under the Seller Side Letter, from and after the Closing Date, Date Seller shall indemnify, defend and hold harmless Buyer and the Company and their its respective directors, officers, employees, representatives, successor and assigns (collectively "collectively, “Buyer Indemnified Parties"”) in respect of, and Buyer Indemnified Parties shall be entitled to payment and reimbursement from Seller (collectively the "Seller Indemnifying Parties") of the amount of, all Losses suffered, incurred or paid by any Buyer Indemnified Party, by reason of, in whole or in part, or arising from, in whole or in part, (a) any breach by Seller of any covenant, agreement or obligation in this AgreementAgreement (whether to be performed before, on or after the Closing Date) or by any Company of any covenant, agreement or obligation in this Agreement to be performed by the Closing Date, or (b) any misrepresentation or inaccuracy in, or breach of, any representation or warranty made by the any Company or Seller in this Agreement or any certificate the certificates delivered pursuant Article 6Section 7.2.1. Notwithstanding anything herein to the contrary, in determining if there is a misrepresentation or inaccuracy in, or a breach of, a representation or warranty in Article 3 or a certificate given pursuant to Section 7.2.1, each representation representation, warranty or warranty certificate referenced in clause (cb) of the immediately preceding sentence shall read as if made by all Materiality Qualifications and qualifications as to any Company’s Knowledge or Seller’s Knowledge contained in any such Seller Indemnifying Partyrepresentation or warranty in Article 3 or in any certificate delivered pursuant to Section 7.2.1 are ignored.