By Medtronic. 13. Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.
By Medtronic. (a) Medtronic shall be responsible for responding directly to requests for support from end users and directing such end users to Xxxxx. Medtronic shall have no responsibility for, nor shall Medtronic incur any costs for, providing any service or maintenance including without limitation, preventative maintenance, repairs, and software upgrades/updates on behalf of customers or Xxxxx.
By Medtronic. Medtronic represents and warrants to Horizon that (a) the execution, delivery and performance of this Agreement by Medtronic does not conflict with, or constitute a breach of any order, judgment, agreement, or instrument to which Medtronic is a party, (b) the execution, delivery and performance of this Agreement by Medtronic does not require the consent of any person or the authorization of (by notice or otherwise) any governmental or regulatory authority, (c) the rights granted by Medtronic to Horizon hereunder do not conflict with any rights granted by Medtronic to any third party; (d) Medtronic has not received any notice, and is not aware of the basis for, any claim that the manufacture, use or sale of the Product infringes any patent or other intellectual property right of any third party; and (e) it has not been excluded from participation in the Medicare or Medicaid program, or another state or federal health insurance program, and neither it nor any of its officers or directors has ever been convicted of a felony under the laws of the United States for conduct relating to the development or approval of a medical product or relating to the marketing or sale of a medical product.
By Medtronic. After the Effective Date, Medtronic shall indemnify Urologix, and any other Urologix Indemnitees, and defend and save each of them harmless, from and against any and Losses in connection with any and all Third Party Claims to the extent arising from or occurring as a result of the breach by Medtronic of the Signing Representations and Warranties, or the material breach of a covenant under this Agreement.
By Medtronic. After the Acquisition Closing Date, Medtronic shall indemnify Urologix, and any other Urologix Indemnitees, and defend and save each of them harmless, from and against any and Losses in connection with any and all Third Party Claims to the extent arising from or occurring as a result of (i) the breach by Medtronic of any Closing Representations and Warranties made as of the Acquisition Closing, or the material breach of a covenant, under this Agreement, and (ii) ownership of the VidaMed Securities and the operation of the VidaMed entity (excluding the operation of the Prostiva Business by Urologix after the Effective Date) prior to the Acquisition Closing Date, including, without limitation, liabilities and obligations to Urologix for which Medtronic and VidaMed are jointly and severally liable under the Transaction Documents, whether such liabilities or obligations arise before, on or after the Acquisition Closing Date.
