Common use of Buyer’s Indemnification Obligations Clause in Contracts

Buyer’s Indemnification Obligations. On and after the Closing Date, Buyer hereby agrees to indemnify, defend and hold harmless Seller and each of its directors, officers, employees, subsidiaries and other affiliates (other than the Subsidiaries) and representatives (collectively, the "Seller Indemnified Parties", which, for purposes of Section 8.3, shall be deemed to refer to Seller and its subsidiaries as indemnified parties under Article VI hereof) from and against, and will pay to the Seller Indemnified Parties the amount of, any and all claims, losses, damages, costs, expenses, obligations, liabilities, charges, actions, suits, proceedings, deficiencies, interest, penalties and fines (including, without limitation, costs of collection, attorney's fees and other costs of defense, removal costs, remediation costs, closure costs and expenses of investigation and ongoing monitoring) or diminution in value, whether or not involving a third party claim (collectively, "Damages") imposed on, sustained, incurred or suffered by or asserted against them in respect of, but only in respect of: (i) any breach of Buyer's representations and warranties in this Agreement, including, without limitation, representations and warranties of Buyer contained in any certificate delivered by Buyer at the Closing pursuant to the terms of Section 5.3(c) hereof; provided, that subject to Section 8.5 hereof, any indemnification claim under this Section 8.1(a)(i) must be made within the period of survivability set forth in Section 3.3; (ii) Buyer's failure, or the failure of any subsidiary of Buyer, to perform or otherwise fulfill any of its agreements, covenants, obligations or undertakings hereunder or under any of the Ancillary Agreements or under any document delivered by Buyer or any of its Designees pursuant to the terms of Section 2.3; (iii) the Assumed Liabilities; (iv) any property damage, personal injury, death, product recall, product return or other similar Liability arising out of products that are manufactured or distributed by Buyer or any of its subsidiaries or other affiliates subsequent to the Closing Date (other than to the extent arising out of or resulting from the manufacture, shipment, storage, handling or labelling (or any acts or omissions in respect thereof) of such products by Seller or any of its affiliates or any of their direct or indirect distributors or agents prior to the Closing Date), whether in respect of any express or implied representation or warranty or otherwise; and (v) statutory liability of Seller or any of its subsidiaries arising from the termination or modification by Buyer or its subsidiaries after the Closing of product distribution arrangements under distribution contracts that are Assets or contracts of Subsidiaries.

Buyer’s Indemnification Obligations. On and after the Closing Date, Buyer hereby agrees to shall indemnify, defend and hold harmless Seller and each of its Affiliates and their respective officers, directors, officers, employees, subsidiaries agents and other affiliates (other than the Subsidiaries) and representatives employees (collectively, the "“Seller Indemnified Parties", which, for purposes of Section 8.3, shall be deemed to refer to Seller and its subsidiaries as indemnified parties under Article VI hereofIndemnitees”) from and against, and will pay to the Seller Indemnified Parties the amount of, against any and all losses, liabilities, claims, losses, damages, costs, expenses, obligations, liabilities, charges, actions, suits, proceedings, deficiencies, interest, penalties and fines expenses (including, without limitation, including costs of collection, attorney's fees and other costs of defense, removal costs, remediation costs, closure costs and expenses of investigation and ongoing monitoring) defense and reasonable attorneys’ fees and expenses), or diminution in value, whether or not involving a third party claim of value (collectively, "Damages"“Seller Losses”) imposed to the extent that such Seller Losses are based on, sustainedresult from, incurred or suffered by or asserted against them arise in respect of, but only in respect ofconnection with: (i) any the breach of Buyer's representations and warranties any representation or warranty made by Buyer or a Buyer Indemnitee in this Agreement or any Ancillary Agreement, including, without limitation, representations and warranties of Buyer contained in any certificate delivered by Buyer at the Closing pursuant to the terms of Section 5.3(c) hereof; provided, that subject to Section 8.5 hereof, any indemnification claim under this Section 8.1(a)(i) must be made within the period of survivability set forth in Section 3.3; (ii) Buyer's failure, or the any failure of any subsidiary of Buyer, Buyer or a Buyer Indemnitee duly to perform or otherwise fulfill observe any of its agreementsprovision, covenantsobligation, obligations covenant or undertakings hereunder agreement to be performed or under any of the Ancillary Agreements or under any document delivered observed by Buyer or any of its Designees a Buyer Indemnitee pursuant to the terms of Section 2.3this Agreement or any Ancillary Agreement; (iii) the Assumed Liabilities; (iv) any property damage, personal injury, death, product recall, product return or other similar Liability arising out of products that are manufactured or distributed the operation by Buyer of the Product Business following the Closing; or (v) any Liability of Buyer under the Amgen Agreements arising from and after the Effective Time. provided, however, that Buyer shall not be obligated to indemnify, defend or hold harmless any of its subsidiaries Seller Indemnitee under this Section 9.2(b) from any Seller Claim or other affiliates subsequent to the Closing Date (other than for any Seller Losses incurred by a Seller Indemnitee to the extent arising out of or resulting from principally attributable to: (A) any act or omission by a Seller Indemnitee, which constitutes negligence, recklessness, gross negligence, or willful misconduct on the manufacture, shipment, storage, handling or labelling (or any acts or omissions in respect thereof) part of such products Seller Indemnitee, or (B) the breach of any representation or warranty made by Seller or any of its affiliates a Seller Indemnitee in this Agreement or any of their direct Ancillary Agreement, or indirect distributors or agents prior to the Closing Date), whether in respect of (C) any express or implied representation or warranty or otherwise; and (v) statutory liability failure of Seller or a Seller Indemnitee to duly to perform or observe any of its subsidiaries arising from provision, obligation, covenant or agreement to be performed or observed by Seller or a Seller Indemnitee pursuant to this Agreement or any Ancillary Agreement, or (D) the termination or modification by Buyer or its subsidiaries after the Closing of product distribution arrangements under distribution contracts that are Assets or contracts of SubsidiariesExcluded Liabilities.

Buyer’s Indemnification Obligations. On and after the Closing DateDate and subject to the limitations set forth in this ARTICLE 10, Buyer hereby agrees to indemnify, defend and hold harmless the Seller Entities and each of its their respective directors, officers, employees, subsidiaries and other affiliates (other than the Subsidiaries) Affiliates and representatives (collectively, the "Seller Indemnified Parties", which, for purposes of Section 8.3, shall be deemed to refer to Seller and its subsidiaries as indemnified parties under Article VI hereof) from and against, and will pay to the Seller Indemnified Parties the amount of, any and all claims, losses, damages, costs, expenses, obligations, liabilities, charges, actions, suits, proceedings, deficiencies, interest, penalties and fines (including, without limitation, costs of collection, reasonable attorney's fees and other costs of defense, removal costs, remediation costs, closure costs and expenses of investigation and ongoing monitoring) or diminution in value, whether or not involving a third party claim (collectively, "Damages") imposed on, sustained, incurred or suffered by or asserted against them in respect of, but only in respect of: (i) any breach of Buyer's representations and warranties in this Agreement, including, without limitation, representations and warranties of Buyer contained in any certificate delivered by Buyer at the Closing pursuant to the terms of Section 5.3(c) hereof; provided, that subject to Section 8.5 hereof, any indemnification claim under this Section 8.1(a)(i) must be made within the period of survivability set forth in Section 3.3Agreement; (ii) Buyer's failure, or the failure of any subsidiary of BuyerBuyer Subsidiary, to perform or otherwise fulfill in any material respect any of its agreements, covenants, obligations or undertakings hereunder or under any of the Ancillary Agreements or under any document delivered by Buyer or any of its Designees pursuant to the terms of Section 2.3Transaction Documents; (iii) the Assumed Liabilities;; and (iv) any property damage, personal injury, death, product recall, product return all of the liabilities and obligations of the Transferred Subsidiaries or other similar Liability arising out subsidiaries of products that are manufactured the Transferred Subsidiaries with respect to which Buyer is not entitled to indemnification from Seller pursuant to Section 10.2(b)(i) or distributed by Buyer or any of its subsidiaries or other affiliates subsequent to the Closing Date (other than to the extent arising out of or resulting from the manufacture, shipment, storage, handling or labelling (or any acts or omissions in respect thereof) of such products by Seller or any of its affiliates or any of their direct or indirect distributors or agents prior to the Closing Dateiii), whether in respect of any express or implied representation or warranty or otherwise; and (v) statutory liability of Seller or any of its subsidiaries arising from the termination or modification by Buyer or its subsidiaries after the Closing of product distribution arrangements under distribution contracts that are Assets or contracts of Subsidiaries.

Buyer’s Indemnification Obligations. On and after Subject to the Closing Dateprovisions of this ARTICLE VI, Buyer hereby agrees to indemnify, defend shall indemnify and hold harmless Seller Seller, Parent and each of its their Affiliates, and their respective successors, assigns, shareholders, members, directors, managers, officers, employees, subsidiaries agents and other affiliates (other than the Subsidiaries) and representatives (collectively, the "“Seller Indemnified Parties"”), which, for purposes of Section 8.3, shall be deemed to refer to Seller and its subsidiaries as indemnified parties under Article VI hereof) from and against all Claims asserted against, and will pay to the resulting to, imposed upon, sustained or incurred by any Seller Indemnified Parties the amount Party, directly or indirectly by reason of, any and all claims, losses, damages, costs, expenses, obligations, liabilities, charges, actions, suits, proceedings, deficiencies, interest, penalties and fines (including, without limitation, costs of collection, attorney's fees and other costs of defense, removal costs, remediation costs, closure costs and expenses of investigation and ongoing monitoring) or diminution in value, whether or not involving a third party claim (collectively, "Damages") imposed on, sustained, incurred or suffered by or asserted against them in respect of, but only in respect of: (i) any breach of Buyer's representations and warranties in this Agreement, including, without limitation, representations and warranties of Buyer contained in any certificate delivered by Buyer at the Closing pursuant to the terms of Section 5.3(c) hereof; provided, that subject to Section 8.5 hereof, any indemnification claim under this Section 8.1(a)(i) must be made within the period of survivability set forth in Section 3.3; (ii) Buyer's failure, or the failure of any subsidiary of Buyer, to perform or otherwise fulfill any of its agreements, covenants, obligations or undertakings hereunder or under any of the Ancillary Agreements or under any document delivered by Buyer or any of its Designees pursuant to the terms of Section 2.3; (iii) the Assumed Liabilities; (iv) any property damage, personal injury, death, product recall, product return or other similar Liability arising out of products that are manufactured or distributed by Buyer or any of its subsidiaries or other affiliates subsequent to the Closing Date (other than to the extent arising out of or resulting from from: (a) any inaccuracy in or breach of any representation and warranty made by Buyer in this Agreement or in any Transaction Document; (b) any nonfulfillment or breach by Buyer of any covenant, agreement or obligation in this Agreement or in any Transaction Document; (c) any liability for Post-Closing Taxes; and/or (d) any claim, demand or other liability asserted by any Company employee listed in Section 5.8(b)(iii) of the manufactureDisclosure Schedule (including any heir, shipmentexecutor, storagepersonal representative, handling successor or labelling (or any acts or omissions in respect assign thereof) for any amount due, or alleged to be due, to such employee under the AICP; provided, however, that Buyer’s liability under this Section 6.3(d) shall not exceed an amount equal to (x) the Assumed AICP Payments minus (y) the aggregate amount actually paid to the Company employees listed in Section 5.8(b)(iii) of such products the Disclosure Schedule (including any heir, executor, personal representative, successor or assign thereof) with respect to the Assumed AICP Payments; and/or (e) except to the extent arising from any matter giving rise to a claim for indemnification by Seller a Buyer Indemnified Party under Section 6.2, any Liability or Third Party Claim to the extent arising in connection with the Company’s ownership, leasing, licensing or use of any of its affiliates assets or its conduct of the Business or any of their direct or indirect distributors or agents prior to other business following the Closing Date), whether in respect of any express or implied representation or warranty or otherwise; and (v) statutory liability of Seller or any of its subsidiaries arising from the termination or modification by Buyer or its subsidiaries after the Closing of product distribution arrangements under distribution contracts that are Assets or contracts of Subsidiaries.