Indemnification by Purchaser and Purchaser's Parent Clause Samples

Indemnification by Purchaser and Purchaser's Parent. From and after the Closing, Purchaser and Purchaser's Parent shall, jointly and severally, indemnify Seller and its Affiliates and its and their respective officers, directors, employees, successors and assigns (collectively, the "Seller Indemnified Persons") against, and hold the Seller Indemnified Persons harmless from, all Losses incurred by any of the Seller Indemnified Persons to the extent arising out of: (a) any inaccuracy in or breach of any of the representations or warranties of Purchaser's Parent or Purchaser contained in this Agreement, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date); or (b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Purchaser or Purchaser’s Parent pursuant to this Agreement.