Agreement by Buyer to Indemnify. Buyer hereby agrees to indemnify and hold Seller and each of its officers, directors, employees, Affiliates, successors and assigns (collectively, for the purpose of this Article VIII, “Seller”) harmless from and against the aggregate of all expenses, losses, costs, deficiencies, liabilities and damages (including related counsel and paralegal fees and expenses) incurred or suffered by Seller arising out of or resulting from (i) any breach of a representation, warranty or certification made by Buyer in this Agreement or in any other written document or certificate delivered pursuant to this Agreement, (ii) any breach of the covenants or agreements made by Buyer in this Agreement or in any other written document or certificate to this Agreement, (iii) any Assumed Liabilities (collectively, “Indemnifiable Damages”). Without limiting the generality of the foregoing, Indemnifiable Damages shall be measured on a pre-Tax basis, and with respect to the measurement of Indemnifiable Damages, Seller shall have the right to be put in the same pre-Tax consolidated financial position considering the pre-Tax effects of any Indemnifiable Damages. Notwithstanding the foregoing, no claim for Indemnifiable Damages (except for claims for breaches of covenants, which may be asserted without regard to the Indemnification Threshold) shall be asserted by Seller until the aggregate of all Indemnifiable Damages exceeds the sum of Five Thousand Dollars ($5,000) (the “Indemnification Threshold”), in which case Seller shall be entitled to collect all Indemnifiable Damages from the first dollar thereof, without regard to the Indemnification Threshold. Further, Seller shall have no right to collect Indemnifiable Damages in excess of the Purchase Price.
Agreement by Buyer to Indemnify. Buyer agrees to indemnify and hold the Sellers and the Companies and each of their respective officers, directors, employees, Affiliates, successors and assigns (collectively, for the purpose of this Article IX, “Seller Indemnitees”) harmless from and against the aggregate of all expenses, losses, costs, deficiencies, liabilities and damages (including, without limitation, related counsel and paralegal fees and expenses) arising out of or resulting from:
Agreement by Buyer to Indemnify. Buyer agrees to indemnify, defend and hold Seller and its affiliates, managers, members and agents thereof (collectively, a “Seller Indemnified Party”) harmless from and against the aggregate of all Losses incurred or suffered by the Seller Indemnified Party resulting from or arising out of (i) any breach of a representation or warranty made by Buyer in or pursuant to this Agreement, or (ii) any breach of the covenants or agreements made by Buyer in this Agreement. The period of such indemnification and defense shall be for a period of one (1) year following the Closing. The aggregate amount of liability of Buyer under this Section 6.3 shall not exceed $3,000,000.00.
Agreement by Buyer to Indemnify. Buyer agrees that it will indemnify and hold Seller harmless in respect of the aggregate of all Indemnifiable Damages (as herein defined).
Agreement by Buyer to Indemnify. Buyer agrees that it will indemnify and hold the Shareholders harmless in respect of all Indemnifiable Damages (as hereinafter defined). For purposes of this Section 10.2, “Indemnifiable Damages” shall mean the aggregate of all expenses, losses, costs, deficiencies, liabilities and damages (including related counsel fees and expenses and costs and expenses of investigation and settlement) incurred or suffered by any Shareholder (x) resulting from or arising out of any inaccurate representation or warranty made by Buyer in or pursuant to this Agreement or (y) resulting from or arising out of any default in the performance of the covenants or agreements made by Buyer in this Agreement. Without limiting the generality of the foregoing, with respect to the measurement of Indemnifiable Damages, the Shareholders shall have the right to be put in the same financial position as they would have been in had each of the representations and warranties of Buyer been true and correct and had each of the covenants of Buyer been performed in full. The foregoing obligation to indemnify the Shareholders shall be subject to each of the following limitations, principles and qualifications:
Agreement by Buyer to Indemnify. (a) Buyer agrees to indemnify and hold harmless the Members, Seller, and their officers, agents, employees, successors and assigns (collectively, the “Seller Indemnified Parties”) in respect of the aggregate of all Indemnifiable Damages incurred or suffered by any such Seller Indemnified Party resulting from:
Agreement by Buyer to Indemnify a. Buyer shall promptly indemnify, defend and hold harmless, Seller, its Affiliates, and their respective directors, officers, employees, shareholders and agents (collectively, the "Seller Indemnitees") with respect to the aggregate of all "Indemnifiable Damages of Seller". For purposes of this Section 12.2, "Indemnifiable Damages of Seller" shall mean the aggregate of all Claims, whether or not any of the Claims result from third party claims or result from the assertion of any of Seller's rights hereunder, incurred or suffered by any of the Seller Indemnitees, directly or indirectly, arising out of or relating to:
Agreement by Buyer to Indemnify. Each of MTLM and AMI agrees jointly and severally to indemnify, defend and hold each of the Companies and the Shareholder harmless from and against the aggregate of all Seller Indemnifiable Damages (as defined below); provided, however, that the aggregate indemnification liability of MTLM and AMI collectively shall not exceed the Cash Portion of the Purchase Price (plus any costs of collection).
Agreement by Buyer to Indemnify. Buyer agrees that it will indemnify and hold Seller and Amedisys harmless in respect of all Indemnifiable Damages (as hereinafter defined). For this purpose, Indemnifiable Damages shall mean any and all expenses, losses, costs, deficiencies, liabilities and damages (including related attorneys' fees and expenses) incurred or suffered by Seller or Amedisys (a) resulting from any material breach of any representation or warranty made by Buyer in this Agreement, (b) resulting from any material breach in the performance of any of the covenants or agreements made by Buyer in this Agreement or (c) arising from the Assumed Liabilities (other than the South Houston Lease, which shall be the sole responsibility of the South Houston Partnership). Without limiting the generality of the foregoing, with respect to the measurement of Indemnifiable Damages, Seller and Amedisys shall have the right to be put in the same financial position as they would have been in had each of the representations and warranties of Buyer been true and correct and had each of the covenants of Buyer been performed in full. The foregoing obligation to indemnify Seller and Amedisys shall be subject to each of the following limitations, principles and qualifications:
Agreement by Buyer to Indemnify. Buyer agrees to indemnify and hold Seller harmless from and against any and all Damages which Seller may sustain by reason of (i) any Assumed Liability (ii) any liabilities or obligations of Buyer with respect to taxes which are not Retained Liabilities, (iii) any liability or claim arising in any way from any product manufactured and sold in the BiliCheck Business or service rendered in the BiliCheck Business, or action taken by, or relating to the operations of, Buyer from and after the Closing, except for liabilities and claims arising from the actions or inactions of Seller, or products manufactured, sold, repaired or serviced by Seller prior to the Closing or manufactured, repaired or serviced by Seller during the Transition Period (as defined in the Transition Agreement), or (iv) the breach or inaccuracy of or failure to comply with any warranties, representations, conditions, covenants or agreements of Buyer contained in this Agreement, the Transition Agreement, the Multiuse IP License or in any other agreement, certificate or document delivered pursuant to or in connection with this Agreement or out of the closing of the transactions contemplated hereby or thereby.
