Common use of Indemnities of Seller Clause in Contracts

Indemnities of Seller. Effective as of the Closing, subject to the limitations set forth in Section 13.4 and otherwise in this Article XIII, Seller shall be responsible for, shall pay on a current basis, and hereby defends, indemnifies, holds harmless and forever releases Buyer and its Affiliates, and all of its and their respective stockholders, partners, members, directors, officers, managers, employees, agents and representatives (collectively, “Buyer Indemnified Parties”) from and against any and all Liabilities, arising from, based upon, related to or associated with: (a) any breach by Seller of its representations or warranties contained in Article IV; (b) any breach by Seller of its covenants and agreements under this Agreement; or (c) the Retained Liabilities; or (d) the Excluded Assets.

Indemnities of Seller. Effective as of the Closing, subject to the limitations set forth in Section 13.4 12.4 and otherwise in this Article XIIIXII, Seller shall be responsible for, shall pay on a current basis, and hereby defends, indemnifies, holds harmless and forever releases Buyer and its Affiliates, and all of its and their respective stockholders, partners, members, directors, officers, managers, employees, agents and representatives (collectively, “Buyer Indemnified Parties”) from and against any and all Liabilities, Liabilities arising from, based upon, related to or associated with: (a) any breach by Seller of its representations or warranties contained in Article IVIV as of the Execution Date and as of the Closing, as though made at and as of the Closing; (b) any breach by Seller of its covenants and agreements under this Agreement; orand (c) any of the Retained Liabilities; or (d) the Excluded AssetsObligations.