Common use of Indemnification of Buyer Indemnified Parties Clause in Contracts

Indemnification of Buyer Indemnified Parties. Upon the Closing, Seller shall indemnify and hold harmless Buyer, Parks, and their respective officers, directors, Affiliates, employees, agents and representatives (each, a “Buyer Indemnified Party” and collectively, the “Buyer Indemnified Parties”) from and against, and shall reimburse any Seller’s Indemnified Persons for, all claims (including without limitation Third Party Claims), losses, liabilities, damages, diminutions in value, deficiencies, costs, interest, awards, amounts paid in settlement, judgments, penalties, and expenses, including reasonable attorneys’ and consultants’ fees and expenses (hereinafter individually a “Loss” and collectively “Losses”), incurred or sustained by the Buyer Indemnified Parties, or any of them, directly or indirectly, arising out of, related to, or resulting from or based upon (a) any breach or inaccuracy of any representation or warranty of Seller contained in this Agreement, any Related Agreement or in any certificate or other instrument delivered pursuant to this Agreement; (b) any failure by Seller to perform or comply with any covenant contained in this Agreement, any Related Agreement or in any certificate or other instrument delivered pursuant to this Agreement; (c) an Excluded Liability or an Excluded Asset.

Indemnification of Buyer Indemnified Parties. Upon Subject to this Section 5.2, from and after the ClosingClosing Date, Seller shall indemnify indemnify, defend and hold harmless Buyer, Parks, Buyer and the Company and their respective officers, directors, Affiliatesofficers, employees, agents representatives, successor and representatives assigns (eachcollectively "Buyer Indemnified Parties") in respect of, a “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” and collectively, the “Buyer Indemnified Parties”) from and againstby reason of, and shall reimburse any Seller’s Indemnified Persons for, all claims (including without limitation Third Party Claims), losses, liabilities, damages, diminutions in value, deficiencies, costs, interest, awards, amounts paid whole or in settlement, judgments, penalties, and expenses, including reasonable attorneys’ and consultants’ fees and expenses (hereinafter individually a “Loss” and collectively “Losses”), incurred or sustained by the Buyer Indemnified Partiespart, or any of themarising from, directly in whole or indirectlyin part, arising out of, related to, or resulting from or based upon (a) any breach by Seller of any covenant, agreement or obligation in this Agreement, or (b) any misrepresentation or inaccuracy of in, or breach of, any representation or warranty of made by the Company or Seller contained in this Agreement, any Related Agreement or in any certificate or other instrument delivered pursuant Article 6. Notwithstanding anything herein to this Agreement; (b) any failure by Seller to perform the contrary, in determining if there is a misrepresentation or comply with any covenant contained inaccuracy in, or a breach of, a representation or warranty in this Agreement, any Related Agreement Article 3 or in any a certificate or other instrument delivered given pursuant to this Agreement; Section 7.2.1, each representation or warranty referenced in clause (c) an Excluded Liability or an Excluded Asset.of the immediately preceding sentence shall read as if made by such Seller Indemnifying Party. 5.2.2

Indemnification of Buyer Indemnified Parties. Upon Subject to this Section 6.3, from and after the ClosingClosing Date, Seller shall indemnify Sellers shall, severally and jointly indemnify, defend and hold harmless Buyer, Parks, Buyer and the Company and their respective officers, directors, Affiliatesofficers, employees, agents representatives, successor and representatives assigns (eachcollectively "Buyer Indemnified Parties") in respect of, a “and Buyer Indemnified Parties shall be entitled to payment and reimbursement from Sellers, jointly and severally (collectively the "Buyer Indemnifying Parties") of the amount of, all Losses suffered, incurred by any Buyer Indemnified Party” and collectively, the “Buyer Indemnified Parties”) from and againstby reason of, and shall reimburse any Seller’s Indemnified Persons for, all claims (including without limitation Third Party Claims), losses, liabilities, damages, diminutions in value, deficiencies, costs, interest, awards, amounts paid whole or in settlement, judgments, penalties, and expenses, including reasonable attorneys’ and consultants’ fees and expenses (hereinafter individually a “Loss” and collectively “Losses”), incurred or sustained by the Buyer Indemnified Partiespart, or any of themarising from, directly in whole or indirectlyin part, arising out of, related to, or resulting from or based upon (a) any breach by any Seller or Parent of any covenant, agreement or obligation in this Agreement (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 (c) any misrepresentation or inaccuracy of in, or breach of, any representation or warranty of made by the Company, any Seller contained or Parent in this Agreement, any Related Agreement or in any certificate or other instrument the certificates delivered pursuant Section 7.2.1. Notwithstanding anything herein to this Agreement; 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 -28- Buyer Indemnifying Party, and (b) any failure by Seller all Materiality Qualifications and qualifications as to perform or comply with any covenant Company's Knowledge and Sellers' Knowledge contained in this Agreement, any Related Agreement such representation or in any certificate or other instrument delivered pursuant to this Agreement; (c) an Excluded Liability or an Excluded Assetwarranty shall be ignored.

Indemnification of Buyer Indemnified Parties. Upon Subject to this Section 5.2, from and after the ClosingClosing Date, Seller shall indemnify indemnify, defend and hold harmless Buyer, Parks, Buyer and the Company and their respective officers, directors, Affiliatesofficers, employees, agents representatives, successor and representatives assigns (eachcollectively "Buyer Indemnified Parties") in respect of, a “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” and collectively, the “Buyer Indemnified Parties”) from and againstby reason of, and shall reimburse any Seller’s Indemnified Persons for, all claims (including without limitation Third Party Claims), losses, liabilities, damages, diminutions in value, deficiencies, costs, interest, awards, amounts paid whole or in settlement, judgments, penalties, and expenses, including reasonable attorneys’ and consultants’ fees and expenses (hereinafter individually a “Loss” and collectively “Losses”), incurred or sustained by the Buyer Indemnified Partiespart, or any of themarising from, directly in whole or indirectlyin part, arising out of, related to, or resulting from or based upon (a) any breach by Seller of any covenant, agreement or obligation in this Agreement, or (b) any misrepresentation or inaccuracy of in, or breach of, any representation or warranty of made by the Company or Seller contained in this Agreement, any Related Agreement or in any certificate or other instrument delivered pursuant Article 6. Notwithstanding anything herein to this Agreement; (b) any failure by Seller to perform the contrary, in determining if there is a misrepresentation or comply with any covenant contained inaccuracy in, or a breach of, a representation or warranty in this Agreement, any Related Agreement Article 3 or in any a certificate or other instrument delivered given pursuant to this Agreement; Section 7.2.1, each representation or warranty referenced in clause (c) an Excluded Liability or an Excluded Assetof the immediately preceding sentence shall read as if made by such Seller Indemnifying Party.