Damage to Purchaser. The parties acknowledge and agree that, if after the Closing the Company suffers, incurs or otherwise becomes subject to any Damages as a result of or in connection with any inaccuracy in or breach of any representation, warranty, covenant or obligation, then (without limiting any of the rights of the Company as an Indemnitee) Purchaser shall also be deemed, by virtue of its ownership of the capital stock of the Company after the Closing, to have incurred Damages as a result of and in connection with such inaccuracy or breach.
Damage to Purchaser. The parties acknowledge and agree that, if any of the Acquired Companies suffers, incurs or otherwise becomes subject to any Damages as a result of or in connection with any inaccuracy in or breach of any representation or warranty by, or covenant or obligation of, the Acquired Companies and the Selling Parties, then (without limiting any of the rights of any of the Acquired Companies as an Indemnitee) the Purchaser shall also be deemed, by virtue of its ownership of the stock of the Company, to have incurred Damages as a result of and in connection with such inaccuracy or breach.
Damage to Purchaser. The parties acknowledge and agree that, if the Surviving Corporation suffers, incurs or otherwise becomes subject to any Loss as a result of or in connection with any inaccuracy in or breach of any representation, warranty, covenant or obligation, then (without limiting any of the rights of Company as a Purchaser Indemnitee) Purchaser shall also be deemed, by virtue of its ownership of the stock of the Surviving Corporation, to have incurred Losses as a result of and in connection with such inaccuracy or breach.
Damage to Purchaser. The parties acknowledge and agree that, if Merger II Surviving Company suffers, incurs or otherwise becomes subject to any Loss as a result of or in connection with any inaccuracy in or breach of any representation, warranty, covenant or obligation, then (without limiting any of the rights of Company as a Purchaser Indemnitee) Purchaser shall also be deemed, by virtue of its ownership of the equity of Merger II Surviving Company, to have incurred Losses as a result of and in connection with such inaccuracy or breach.
Damage to Purchaser. The parties acknowledge and agree that if an Acquired Company suffers, incurs or otherwise becomes subject to any Damages as a result of, or in connection with, any breach of or inaccuracy in any representation, warranty, covenant or obligation set forth in this Agreement or in connection with any matter referred to in Section 9.2(a), then, without limiting the amount of any other Damages that Purchaser or any other Indemnitee may suffer, incur or otherwise become subject to (other than Purchaser Derivative Damages), Purchaser and Parent shall be deemed, by virtue of Purchaser’s purchase of the Issued Shares, to have incurred Damages in an amount equal to (i) the aggregate dollar amount of the Damages suffered or incurred by such Acquired Company or to which such Acquired Company has otherwise become subject, multiplied by (ii) the Primary Post-Issuance Ownership Percentage.
Damage to Purchaser. The Parties acknowledge and agree that if any Blocker Entity, the Company, 340B OpCo or PHSS suffers, incurs or otherwise becomes subject to any Damages as a result of, or to the extent in connection with, any inaccuracy in or breach of any representation, warranty, covenant or obligation, then (without limiting any of the rights of any Blocker Entity, the Company, 340B OpCo or PHSS as an Indemnitee) Purchaser shall also be deemed, by virtue of its ownership of the Purchased Securities, to have incurred Damages as a result of and to the extent in connection with such inaccuracy or breach.
Damage to Purchaser. If any of the Acquired Companies suffers, incurs or otherwise becomes subject to any Damages as a result of or in connection with any inaccuracy in or breach of any representation, warranty, covenant or obligation of Management or the Executing Selling Shareholders, then (without limiting any of the rights of any Acquired Company as an Indemnitee) Purchaser shall also be deemed to suffer such Damages in an identical amount by virtue of being a direct or indirect shareholder thereof, provided, that the Indemnitors shall not be liable for indemnifying the Indemnitees for the same Damages more than once as set forth above, so that any payment by the Indemnitors pursuant to a claim shall discharge them from any liability to any other Indemnitee.
Damage to Purchaser. The parties acknowledge and agree that if the Company suffers or incurs any Damages, then Purchaser shall also be deemed, by virtue of its ownership of the stock of the Company, to have incurred Damages as a result of and in connection with such inaccuracy or breach or in connection with such matters (provided that, for the avoidance of doubt, Purchaser and the Company cannot both receive recourse for the same Damages).
Damage to Purchaser. The Parties acknowledge and agree that, if the Company suffers, incurs or otherwise becomes subject to any Damages as a result of or in connection with any inaccuracy in or breach of any representation, warranty, covenant or obligation, then (without limiting any of the rights of the Company as a Purchaser Indemnitee) Purchaser shall also be deemed, by virtue of its ownership of the shares of the Company, to have incurred Damages as a result of and in connection with such inaccuracy or breach. For greater certainty, such Damages shall be counted only once as against any Shareholder and shall not be duplicated.
Damage to Purchaser. (i) The parties acknowledge and agree that if an Acquired Company suffers, incurs or otherwise becomes subject to any Damages as a result of, or in connection with, any breach of or inaccuracy in any representation, warranty, covenant or obligation set forth in this Agreement or in connection with any matter referred to in this Section 9.2, then, without limiting the amount of any other Damages that Purchaser or any other Indemnitee may suffer, incur or otherwise become subject to (other than Purchaser Derivative Damages), Purchaser and Parent shall be deemed, by virtue of Purchaser’s purchase of the Purchased Shares, to have incurred Damages in an amount equal to the aggregate dollar amount of the Damages suffered or incurred by such Acquired Company or to which such Acquired Company has otherwise become subject multiplied by the Purchaser Secondary Ownership Percentage.
(ii) The parties acknowledge and agree that if an Indemnitee suffers, incurs or otherwise becomes subject to any Damages (other than Purchaser Derivative Damages) as a result of any matter referred to in Section 9.2(a), then (A) each Seller shall hold harmless and indemnify such Indemnitee from and against, and shall compensate and reimburse such Indemnitee for, such Seller’s Pro Rata Portion of the dollar amount of such Damages multiplied by the Secondary Specified Fraction (it being understood and agreed that the Company shall hold harmless and indemnify such Indemnitee from and against, and shall compensate and reimburse such Indemnitee for, the remaining portion of such Damages); and (B) for purposes of determining whether the Threshold Amount specified in Section 9.3(a) is satisfied only, such Indemnitee will be deemed to have incurred Damages in an amount equal to the dollar amount of such Damages multiplied by the Secondary Allocation Gross-Up Factor.
