Claims Against Sellers. After the Closing, Purchaser shall use its shareholder rights (to the extent permitted under applicable law) so as to cause the Company not to exercise any claims against Sellers or Sellers’ Affiliates (i) on the basis or in connection with the Sellers’ capacity as former shareholders of the Company or (ii) on other grounds other than those listed in Exhibit 10 (the claims in (i) and (ii) are the “Claims against Sellers”). Furthermore, Purchaser shall, as long as it holds shares in the Company, vote against shareholders resolutions of the Company according to which the Company will make any Claims against Sellers or Sellers’ Affiliates. Purchaser’s obligations in this Section 10 shall not apply if and to the extent that Purchaser’s compliance with those obligations may cause that Purchaser or any of Purchaser’s Affiliates or directors or representatives is reasonably likely to become liable to the Company or any third party based on actions that would have to be taken under this Section 10.
Claims Against Sellers. The Buyer shall indemnify and ----------------------- hold harmless Sellers from and against all loss, damage or expense (including reasonable attorneys' fees) caused by or arising out of (i) any breach or default in the performance by Buyer of any covenant or agreement of Buyer contained in this Agreement, (ii) any breach of warranty or inaccurate or erroneous representation made by Buyer herein or in any certificate or other instrument delivered by or on behalf of Buyer pursuant hereto and (iii) any and all actions, suits, proceedings, claims, demands, judgments, costs and expenses (including reasonable legal and accounting fees) incident to the foregoing.
Claims Against Sellers. Any holder of this consumer contract is subject to all claims and defenses which the debtor could assert against the seller of goods or services obtained pursuant hereto or with the proceeds hereof. Recovery hereunder by the debtor shall not exceed amounts paid by the debtor hereunder.
Claims Against Sellers. For a period of one year after the Closing, Purchaser agrees to indemnify and hold harmless Sellers from and against all loss, damage or expense (including reasonable attorneys’ fees) caused by or arising out of (i) any breach or default in the performance by the Purchaser of any covenant or agreement of the Purchaser contained in this Agreement, (ii) any breach of warranty or inaccurate or erroneous representation made by the Purchaser herein or in any certificate or other instrument delivered by or on behalf of the Purchaser pursuant hereto and (iii) any and all actions, suits, proceedings, claims, demands, judgments, costs and expenses (including reasonable legal and accounting fees) incident to the foregoing.
Claims Against Sellers. For a period of one year after the Closing, each of the Purchasers severally and not jointly agree to indemnify and hold harmless Sellers from and against all loss, damage or expense (including reasonable attorneys’ fees) caused by or arising out of (i) any breach or default in the performance by the Purchasers of any covenant or agreement of the Purchasers contained in this Agreement, (ii) any breach of warranty or inaccurate or erroneous representation made by the Purchasers herein or in any certificate or other instrument delivered by or on behalf of the Purchasers pursuant hereto and (iii) any and all actions, suits, proceedings, claims, demands, judgments, costs and expenses (including reasonable legal and accounting fees) incident to the foregoing.
Claims Against Sellers. From and after the Closing and subject to the provisions of this Article VIII, Buyer and its respective Affiliates (which shall include, following the Closing, the Company Group), directors, officers, managers, employees, and agents (collectively, the “Buyer Indemnitees”) shall be entitled to make a Claim for Indemnification against Sellers in respect of any and all losses, assessments, adjustments, recoupment, suspensions, offsets, damages, liabilities, costs and expenses (including reasonable attorney fees) (collectively, “Losses”) incurred by Buyer Indemnitees (“Buyer Losses”), arising out of or resulting from:
(a) a breach of any representation or warranty of any Seller contained in Article III;
(b) a breach of any representation or warranty of the Company contained in Article V;
(c) a breach of any covenant or agreement of any Seller contained in this Agreement;
(d) a breach of any covenant or agreement of the Company contained in this Agreement;
(e) subject to a survival period for such indemnification obligation ending 18 months from the Closing Date, Losses arising from: (i) any post-payment review by, or claims, actions, audits, investigations, or proceedings conducted by or on behalf of, any Third Party Payors or any Governmental Programs, including but not limited to, the New York State Department of Health, the State of New York Office of the Medicaid Inspector General, Connecticut Office of Quality Assurance, Medicare and Medicaid administrative contractors or intermediaries, recovery auditors (formerly, recovery audit contractors), long-term care audits, zone program integrity contractors or specialty medical review contractors, but only to the extent such Losses arise from services performed by the Company or any Subsidiary prior to the Closing Date; (ii) audits, investigations, claims, actions, proceedings or lawsuits filed by the U.S. Department of Health and Human Services Office of Inspector General, U.S. Department of Justice, the Connecticut or New York State Attorney General, the Connecticut or New York State Medicaid agency or other agencies or persons with respect to health care fraud or False Claims Act Matters, qui tam or whistle blower actions, relating to the provision of health care services or the submission of health care claims by the Company or its Subsidiaries relating to dates of service prior to the Closing Date; (iii) any review by, or claims, actions, audits, investigations, or proceedings conducted by any Governmental...
