Indemnified Damages. Except as may expressly be set forth in this Agreement or any Ancillary Agreement, none of Parent, SpinCo or any other member of either Group shall in any event have any Liability to the other or to any other member of the other’s Group, or to any other Parent Indemnitee or SpinCo Indemnitee, as applicable, under this Agreement for any indirect, special, punitive, consequential, exemplary, enhanced or treble damages, whether or not caused by or resulting from negligence or breach of obligations hereunder and whether or not informed of the possibility of the existence of such damages; provided, however, that the provisions of this Section 6.10 shall not limit an Indemnifying Party’s indemnification obligations hereunder with respect to any Liability any Indemnitee may have to any third party not affiliated with any member of the Parent Group or the SpinCo Group for any indirect, special, punitive, consequential, exemplary, enhanced or treble damages.
Indemnified Damages. Subject to the limitations set forth in this Section 6, from and after the Effective Time, the former stockholders of Target shall protect, defend, indemnify and hold harmless Acquiror, and the Surviving Corporation, and their respective affiliates, officers, directors, employees, representatives and agents (Acquiror and Surviving Corporation, and each of the foregoing persons or entities is hereinafter referred to individually as an "Indemnified Person" and collectively as "Indemnified Persons") from and against any and all losses, costs, damages, liabilities, fees (including without limitation attorneys' fees) and expenses (collectively, the "Damages"), that any of the Indemnified Persons incurs by reason of or in connection with (i) any claim, demand, action or cause of action arising out of a misrepresentation, breach of, or default in connection with, any of the representations, warranties, covenants or agreements of Target contained in this Agreement, including any exhibits or schedules attached hereto, and the Certificate of Merger, (ii) any claims, demands or suits brought by former Target stockholders with respect to the transactions contemplated hereby, (iii) any Undisclosed Excess Expense Amount as set forth in Section 4.2, (iv) any Post-Closing Severance Payments and Target Bonus and Severance Payments which become due after the Closing as set forth in Section 4.3, and (v) the matters disclosed in Section 2.9 of the Disclosure Schedule, in each case, which becomes known to Acquiror during the Escrow Period. Damages in each case shall be net of the amount of any insurance proceeds and indemnity and contribution actually recovered by Acquiror or the Interim Surviving Corporation.
Indemnified Damages. Subject to the limitations set forth in this Section 10, from and after the Closing Date, Seller and the Indemnifying Shareholders, shall protect, defend, indemnify and hold harmless Buyer and Vital Living and their respective affiliates, officers, directors, employees, representatives and agents (Buyer, Vital Living and each of the foregoing persons or entities is hereinafter referred to individually as an "INDEMNIFIED PERSON" and collectively as "INDEMNIFIED PERSONS") from and against any and all losses, costs, damages, liabilities, fees (including without limitation attorneys' fees) and expenses (collectively, the "DAMAGES"), that any of the Indemnified Persons incurs or reasonably anticipates incurring by reason of or in connection with any claim, demand, action or cause of action alleging misrepresentation, breach of, or default in connection with, any of the representations, warranties, covenants or agreements of Seller contained in this Agreement, including any exhibits or schedules attached hereto. Damages in each case shall be net of the amount of any insurance proceeds and indemnity and contribution actually recovered by Buyer or Vital Living.
Indemnified Damages. Subject to the limitations set forth in this Section 8, from and after the Effective Time, Acacia, Acacia's stockholders and Acacia's optionholders shall protect, defend, indemnify and hold harmless Rosetta and the Surviving Corporation and their respective affiliates, officers, directors, employees, representatives and agents (Rosetta, Surviving Corporation and each of the foregoing persons or entities is hereinafter referred to individually as an "INDEMNIFIED PERSON" and collectively as "INDEMNIFIED PERSONS") from and against any and all losses, costs, damages, liabilities, fees (including without limitation attorneys' fees) and expenses (collectively, the "DAMAGES"), that any of the Indemnified Persons incurs or reasonably anticipates incurring by reason of or in connection with (i) any claim, demand, action or cause of action alleging misrepresentation, breach of, inaccuracy or default in connection with, any of the representations, warranties, covenants or agreements of Acacia contained in this Agreement, including any exhibits or schedules attached hereto, and the Certificate of Merger, which becomes known to Rosetta during the Escrow Period, (ii) any amounts payable to any member of the Executive Management Team as severance payments pursuant to the Executive Employment Agreements with Rosetta if such person has become employed by, or engaged as a consultant to, another entity prior to receipt of any such severance payment or (iii) the amount, if any, by which the Final Accounts Payable Balance exceeds Five Hundred Thousand Dollars ($500,000). Damages in each case shall be net of the amount of any insurance proceeds and indemnity and contribution actually recovered by Rosetta or the Surviving Corporation.
Indemnified Damages. Subject to the limitations set forth in this Section 9, from and after the Closing Date, CSI and the Stockholders shall severally protect, defend, indemnify and hold harmless the Acquiror and its respective affiliates (including CSINH and the Company if the transactions contemplated hereby are consummated), officers, directors, employees, representatives and agents (the Acquiror and each of the foregoing persons or entities is hereinafter referred to individually as an "Indemnified Person" and collectively as "Indemnified Persons") from and against any and all losses, costs, damages, liabilities, fees (including without limitation attorneys' fees) and expenses (collectively, the "Damages"), that any of the Indemnified Persons incurs by reason of or in connection with any claim, demand, action or cause of action alleging misrepresentation, breach of, or default in connection with, any of the representations, warranties, covenants or agreements of CSI, CSINH, the Company or the Stockholders contained in this Agreement. For the purposes of this Agreement, to the extent that the Acquiror suffers any Damages from a breach of any of the representations and warranties with respect to the Company, the amount of Damages shall be equal to the Acquiror's ownership percentage of the Company as of the Closing.
Indemnified Damages. Subject to the limitations set forth in ------------------- this Section 8, from and after the Effective Time, Alive shall protect, indemnify and hold harmless Xxxxxxxx.xxx and its affiliates, officers, directors, employees, representatives and agents (Xxxxxxxx.xxx and each of the foregoing persons or entities is hereinafter referred to individually as an "Indemnified Person" and collectively as ------------------ "Indemnified Persons") out of the Escrow Fund from and against any and all ------------------- losses, costs, damages, liabilities, fees (including without limitation reasonable attorneys' fees) and expenses (collectively, the "Damages"), that any ------- of the Indemnified Persons incurs or reasonably anticipates incurring by reason of or in connection with any claim, demand, action or cause of action alleging misrepresentation, breach of, or default in connection with, any of the representations, warranties, covenants or agreements of Alive contained in this Agreement, including any exhibits or schedules attached hereto which becomes known to Xxxxxxxx.xxx during the Escrow Period (as defined below) and for which written notice is duly given in accordance with Section 8.7 below during the Escrow Period. Damages in each case shall be net of the amount of any insurance proceeds and indemnity and contribution actually recovered by Xxxxxxxx.xxx.
Indemnified Damages. Subject to the limitations set forth in ------------------- this Article Eight, from and after the Effective Time, the Genovo Stockholders shall protect, defend, indemnify and hold harmless Targeted and the Surviving Corporation and their respective officers, directors, employees and shareholders (each of Targeted, the Surviving Corporation and each of the foregoing persons or entities, an "Indemnified Person") from and against any and all claims, ------------------ liabilities, losses, damages, judgments, fines, penalties, amounts paid in settlement or compromise, cost or expense, including reasonable fees and expenses of legal counsel (any of these, "Damages"), that any of the Indemnified ------- Persons incurs by reason of or in connection with (i) any claim, demand, action, proceeding or cause of action arising on or before the Escrow Termination Date (A) alleging material misrepresentation in, breach of or default in connection with, any of the representations, warranties, covenants or agreements of Genovo contained in this Agreement, or (B) arising from or in connection with the Ornithine Transcarbamylase Deficiency clinical trial conducted by the University of Pennsylvania (IND number 6624) (the "University of Pennsylvania OTD Trial"), ------------------------------------ (ii) one-half of any Excess Payments (as defined and as provided in Section 1.6(f)(iii) of this Agreement) and (iii) any Registration Statement Loss (as defined in Section 5.19(f) of this Agreement). In addition, the Genovo Stockholders shall 62 protect, indemnify and hold harmless the Indemnified Persons, to the extent provided in this Agreement and the Escrow Agreement, in the event that the University of Pennsylvania Amendment (as defined in Section 8.11 of this Agreement) fails to satisfy certain conditions described in Section 8.11 of this Agreement. Damages in each case shall be net of the amount of any insurance proceeds and indemnity and contribution actually recovered by the Indemnified Persons.
Indemnified Damages. Subject to the limitations set forth in this Section 8, from and after the Effective Time, Target (in the event that Merger does not Close)
Indemnified Damages. Subject to the limitations set forth in this Section 6, from and after the Closing Date, the Stockholder shall indemnify Purchaser and its affiliates, officers, directors, employees, representatives and agents (each an "Indemnified Person" and collectively "Indemnified Persons") from and against any and all losses, costs, damages, liabilities, fees (including without limitation attorneys' fees) and expenses (collectively, the "Damages"), that any of the Indemnified Persons incurs by reason of or in connection with any claim, demand, action or cause of action alleging misrepresentation, breach of, or default in connection with, any of the representations, warranties, covenants or agreements of the Stockholder, or representations or warranties made by the Company at or prior to the Closing or covenants or agreements to be performed in full at or prior to the Closing, contained in this Agreement, including any exhibits or schedules attached hereto, which becomes known to Purchaser prior to the Termination Date. Damages in each case shall be net of the amount of any insurance proceeds, tax benefit or indemnity and contribution actually recovered by Purchaser.
Indemnified Damages. Subject to the limitations set forth in this Section 8, from and after the Effective Time, the former shareholders of Target shall protect, defend, indemnify and hold harmless Acquiror and the Surviving Corporation and their respective affiliates, officers, directors, employees, representatives and agents (Acquiror, Surviving Corporation and each of the foregoing persons or entities is hereinafter referred to individually as an "Indemnified Person" and collectively as "Indemnified Persons") from and against any and all losses, costs, damages, liabilities, Taxes, fees and expenses, including without limitation, reasonable attorneys' fees and expenses of investigation, judgments, settlements, interest, penalties, response action, removal or remedial action (collectively, the "Damages"), that any of the Indemnified Persons incurs by reason of or in connection with (i) any misrepresentation, breach of, or default in connection with, any of the representations, warranties, covenants or agreements of Target contained in this Agreement, the Target Disclosure Schedule and the Agreement of Merger, (ii) any claim, demand, action or cause of action, or suit brought by former Target shareholders with respect to the transactions contemplated hereby, (iii) any Undisclosed Excess Expense Amount as set forth in Section 5.13, (iv) any Post-Closing Severance Payments which become due after the Closing under Section 5.14, (v) the matters disclosed in Section 2.9 of the Disclosure Schedule, and (vi) any amount by which Target's cash balance net of total liabilities (recorded under GAAP consistently applied) as of June 27, 2003 was less than $1.0 million, in each case, which becomes known to Acquiror during the Escrow Period. Damages in each case shall be increased by any Tax cost resulting from the receipt of the indemnity payments and shall be net of any Tax benefits realized in connection with the circumstances giving rise to the indemnity payment and the amount of any insurance proceeds and indemnity and contribution actually recovered by Acquiror or the Surviving Corporation.
