Common use of Indemnification of Seller Indemnified Parties Clause in Contracts

Indemnification of Seller Indemnified Parties. Following the Closing, Buyer will indemnify, defend, and hold harmless Seller and its partners, officers, directors, employees, Subsidiaries and Affiliates (the “Seller Indemnified Parties”) from and against any and all Damages arising, directly or indirectly, from or in connection with (i) any failure of any representation or warranty made by Buyer in this Agreement or any closing certificate delivered pursuant to this Agreement to be true and correct as of the Closing (as if made anew at and as of the Closing), and (ii) the breach of any covenant or agreement made or to be performed by Buyer pursuant to this Agreement.

Indemnification of Seller Indemnified Parties. Following the Closing, Buyer will indemnify, defend, and hold harmless Seller and its officers, members, partners, officers, directors, employees, Subsidiaries and Affiliates (the “Seller Indemnified Parties”) from and against any and all Damages arising, directly or indirectly, from or in connection with any one or more of the following: (i) any failure the breach of any representation or warranty made by Buyer in this Agreement or in any closing certificate delivered pursuant to this Agreement to be true and correct as of the Closing (as if made anew at and as of the Closing), and Agreement; or (ii) the breach of any covenant or agreement made or to be performed by Buyer pursuant to this Agreement.

Indemnification of Seller Indemnified Parties. Following the Closing, and notwithstanding the knowledge or investigation of any Person, Buyer will indemnify, defend, defend and hold harmless Seller Seller, each of its Affiliates, and its partners, officers, directors, employees, Subsidiaries and Affiliates each of their respective Representatives (the “Seller Indemnified Parties”) from and against any and all Damages arising, arising directly or indirectly, indirectly from or in connection with with: (ia) any failure the breach of any representation or warranty made by Buyer in this Agreement Article V or in any closing certificate delivered by Buyer pursuant to this Agreement to be true and correct as of the Closing Agreement; (as if made anew at and as of the Closing), and (iib) the breach of any covenant or agreement made or to be performed by Buyer pursuant to this Agreement.