Common use of Agreements by Buyer and InfoCure to Indemnify Clause in Contracts

Agreements by Buyer and InfoCure to Indemnify. Buyer and InfoCure --------------------------------------------- (the "Buyer Indemnifying Parties"), jointly and severally, agree to indemnify and hold Seller and Shareholders (the "Seller Indemnified Parties") harmless in respect of the aggregate of all indemnifiable damages of any of Seller Indemnified Parties. For this purpose, "indemnifiable damages" of any of Seller Indemnified Parties means the aggregate of all expenses, losses, costs, deficiencies, liabilities and damages (including related counsel fees and expenses) incurred or suffered by any of Seller Indemnified Parties resulting from: A. Any inaccurate representation or warranty made by Buyer or InfoCure or pursuant to this Agreement; B. Any default in the performance of any of the covenants or agreements made by Buyer or InfoCure in this Agreement; or C. Buyer's non-assumption of the AT&T Lease and Envoy/NEIC Lease listed on SCHEDULE 1.1.4. -------------- Without limiting the generality of the foregoing, with respect to the measurement of "indemnifiable damages", each of Seller Indemnified Parties shall have the right to be put in the same financial position as they would have been had each of the representations and warranties of Buyer Indemnifying Parties been true and correct and had each of the covenants of Buyer Indemnifying Parties been performed in full. The amount of any indemnifiable damages otherwise payable to any Seller Indemnified Party hereunder shall be reduced if the indemnifiable damages incurred by Seller Indemnified Party will provide such Party with income tax deductions or credits. The amount of the reduction shall be the amount of the actual cash tax savings realized by Seller Indemnified Party as a result of such deductions or credits discounted to its present value as of the date of the payment of the indemnifiable damages from the date such indemnifiable damages were incurred by Seller Indemnified Party at the rate of interest charged on such date by the Internal Revenue Service on underpayment of taxes. The foregoing obligation of Buyer Indemnifying Parties to indemnify Seller Indemnified Parties shall be subject to each of the following principles or qualifications: 12.2.1. Each of the representations and warranties made by Buyer and InfoCure in Article V. of this Agreement shall survive for a period of two (2) years after the Closing Date, and thereafter all such representations and warranties shall be extinguished. No claim for the recovery of indemnifiable damages pursuant to clause (i) of Section 12.2. may be asserted by Seller Indemnified Parties against Buyer Indemnifying Parties or its successors in interest after such representations and warranties shall be thus extinguished; provided, however, that claims first asserted in writing within the applicable period shall not thereafter be barred.

Agreements by Buyer and InfoCure to Indemnify. Buyer and InfoCure --------------------------------------------- (the "Buyer Indemnifying Parties"), jointly and severally, agree to indemnify and hold Seller Seller, Xxxxxx and Shareholders (the "Seller Indemnified Parties") harmless in respect of the aggregate of all indemnifiable damages of any of Seller Indemnified Parties. For this purpose, "indemnifiable damages" of any of Seller Indemnified Parties means the aggregate of all expenses, losses, costs, deficiencies, liabilities and damages (including related counsel fees and expenses) incurred or suffered by any of Seller Indemnified Parties resulting from: A. Any inaccurate representation or warranty made by Buyer or InfoCure or pursuant to this Agreement;; or B. Any default in the performance of any of the covenants or agreements made by Buyer or InfoCure in this Agreement; or C. Buyer's non-assumption of the AT&T Lease and Envoy/NEIC Lease listed on SCHEDULE 1.1.4. -------------- Without limiting the generality of the foregoing, with respect to the measurement of "indemnifiable damages", each of Seller Indemnified Parties shall have the right to be put in the same financial position as they would have been had each of the representations and warranties of Buyer Indemnifying Parties been true and correct and had each of the covenants of Buyer Indemnifying Parties been performed in full. The amount of any indemnifiable damages otherwise payable to any Seller Indemnified Party hereunder shall be reduced if the indemnifiable damages incurred by Seller Indemnified Party will provide such Party with income tax deductions or credits. The amount of the reduction shall be the amount of the actual cash tax savings realized by Seller Indemnified Party as a result of such deductions or credits discounted to its present value as of the date of the payment of the indemnifiable damages from the date such indemnifiable damages were incurred by Seller Indemnified Party at the rate of interest charged on such date by the Internal Revenue Service on underpayment of taxes. The foregoing obligation of Buyer Indemnifying Parties to indemnify Seller Indemnified Parties shall be subject to each of the following principles or qualifications: 12.2.1. Each of the representations and warranties made by Buyer and InfoCure in Article V. 5. of this Agreement shall survive for a period of two eighteen (218) years months after the Closing Date, and thereafter all such representations and warranties shall be extinguished. No claim for the recovery of indemnifiable damages pursuant to clause (i) of Section 12.2. may be asserted by Seller Indemnified Parties against Buyer Indemnifying Parties or its successors in interest after such representations and warranties shall be thus extinguished; provided, however, that claims first asserted in writing within the applicable period shall not thereafter be barred.

Agreements by Buyer and InfoCure to Indemnify. Buyer and InfoCure --------------------------------------------- (the "Buyer Indemnifying Parties"), jointly and severally, agree to indemnify and hold Seller and Shareholders Shareholder (the "Seller Indemnified Parties") harmless in respect of the aggregate of all indemnifiable damages of any of Seller Indemnified Parties. For this purpose, "indemnifiable damages" of any of Seller Indemnified Parties means the aggregate of all expenses, losses, costs, deficiencies, liabilities and damages (including related -30- counsel fees and expenses) incurred or suffered by any of Seller Indemnified Parties resulting from: A. Any inaccurate representation or warranty made by Buyer or InfoCure or pursuant to this Agreement; B. Any default in the performance of any of the covenants or agreements made by Buyer or InfoCure in this Agreement; C. The failure of Buyer to pay, discharge or perform the Assumed Liabilities or resulting from any dispute concerning any Assumed Liabilities; or C. D. Any liability arising out of Buyer's non-assumption use of the AT&T Lease and Envoy/NEIC Lease listed on SCHEDULE 1.1.4Purchased Assets or operation of the Orthodontic Business after the Closing. -------------- Without limiting the generality of the foregoing, with respect to the measurement of "indemnifiable damages", each of Seller Indemnified Parties shall have the right to be put in the same financial position as they would have been had each of the representations and warranties of Buyer Indemnifying Parties been true and correct and had each of the covenants of Buyer Indemnifying Parties been performed in full. The amount of any indemnifiable damages otherwise payable to any Seller Indemnified Party hereunder shall be reduced if the indemnifiable damages incurred by Seller Indemnified Party will provide such Party with income tax deductions or credits. The amount of the reduction shall be the amount of the actual cash tax savings realized by Seller Indemnified Party as a result of such deductions or credits discounted to its present value as of the date of the payment of the indemnifiable damages from the date such indemnifiable damages were incurred by Seller Indemnified Party at the rate of interest charged on such date by the Internal Revenue Service on underpayment of taxes. The foregoing obligation of Buyer Indemnifying Parties to indemnify Seller Indemnified Parties shall be subject to each of the following principles or qualifications: 12.2.1. Each of the representations and warranties made by Buyer and InfoCure in Article V. of this Agreement shall survive for a period of two three (23) years after the Closing Date, and thereafter all such representations and warranties shall be extinguished. No claim for the recovery of indemnifiable damages pursuant to clause (i) of Section 12.2. may be asserted by Seller Indemnified Parties against Buyer Indemnifying Parties or its successors in interest after such representations and warranties shall be thus extinguished; provided, however, that claims first asserted in writing within the applicable period shall not thereafter be barred.

Agreements by Buyer and InfoCure to Indemnify. Buyer and InfoCure --------------------------------------------- (the "Buyer Indemnifying Parties"), jointly and severally, agree to indemnify and hold Seller and Shareholders Shareholder (the "Seller Indemnified Parties") harmless in respect of the aggregate of all indemnifiable damages of any of Seller Indemnified Parties. For this purpose, "indemnifiable damages" of any of Seller Indemnified Parties means the aggregate of all expenses, losses, costs, deficiencies, liabilities and damages (including related -30- 32 counsel fees and expenses) incurred or suffered by any of Seller Indemnified Parties resulting from: A. Any inaccurate representation or warranty made by Buyer or InfoCure or pursuant to this Agreement; B. Any default in the performance of any of the covenants or agreements made by Buyer or InfoCure in this Agreement; C. The failure of Buyer to pay, discharge or perform the Assumed Liabilities or resulting from any dispute concerning any Assumed Liabilities; or C. D. Any liability arising out of Buyer's non-assumption use of the AT&T Lease and Envoy/NEIC Lease listed on SCHEDULE 1.1.4Purchased Assets or operation of the Orthodontic Business after the Closing. -------------- Without limiting the generality of the foregoing, with respect to the measurement of "indemnifiable damages", each of Seller Indemnified Parties shall have the right to be put in the same financial position as they would have been had each of the representations and warranties of Buyer Indemnifying Parties been true and correct and had each of the covenants of Buyer Indemnifying Parties been performed in full. The amount of any indemnifiable damages otherwise payable to any Seller Indemnified Party hereunder shall be reduced if the indemnifiable damages incurred by Seller Indemnified Party will provide such Party with income tax deductions or credits. The amount of the reduction shall be the amount of the actual cash tax savings realized by Seller Indemnified Party as a result of such deductions or credits discounted to its present value as of the date of the payment of the indemnifiable damages from the date such indemnifiable damages were incurred by Seller Indemnified Party at the rate of interest charged on such date by the Internal Revenue Service on underpayment of taxes. The foregoing obligation of Buyer Indemnifying Parties to indemnify Seller Indemnified Parties shall be subject to each of the following principles or qualifications: 12.2.1. Each of the representations and warranties made by Buyer and InfoCure in Article V. of this Agreement shall survive for a period of two three (23) years after the Closing Date, and thereafter all such representations and warranties shall be extinguished. No claim for the recovery of indemnifiable damages pursuant to clause (i) of Section 12.2. may be asserted by Seller Indemnified Parties against Buyer Indemnifying Parties or its successors in interest after such representations and warranties shall be thus extinguished; provided, however, that claims first asserted in writing within the applicable period shall not thereafter be barred.