Common use of General Indemnification by Buyer Clause in Contracts

General Indemnification by Buyer. Buyer shall defend, indemnify and hold the Seller Indemnified Group harmless from and against any and all Claims for personal injury, death or damage to property or to the environment, or for any other relief, arising directly or indirectly from, or incident to (i) the use, occupation, operation, maintenance or abandonment of any of the Interests, or condition of the property or premises, whether latent or patent, and whether asserted against Buyer and/or any member of the Seller Indemnified Group after the Effective Date, whether or not any such Claims result from conditions, actions or inactions at or before the Effective Time; (ii) Seller=s operation of the Interests under Article 10 (if applicable), except to the extent caused by Seller=s gross negligence or willful misconduct; (iii) all obligations assumed by Buyer pursuant to this Article 8 or Section 9.5; (iv) any obligations for broker=s fees incurred by Buyer in connection with its purchase of the Interests; (v) any violation by Buyer of state or federal securities laws, or Buyer=s dealings with its partners, investors, financial institutions and other third parties in connection with the transactions contemplated under this Agreement; (vi) Buyer=s operation of any Interest that is reconveyed or reassigned to Seller pursuant to Section 5.4.3(ii) due to failure to obtain requisite Consents, and (vii) the specific amounts by which the Sale Price is reduced pursuant to sub-Sections 2.2.3(iii), (iv), (v) and (vi) hereof, excluding, however, any and all such Claims arising from or relating to (i) contractual obligations of Seller with respect to the Interests and attributable to periods of time prior to the Effective Date including, without limitation, the obligation to fully and timely pay royalties (excluding, however, the specific amounts by which the Sale Price is reduced pursuant to sub-Sections 2.2.3(iii), (iv), (v) and (vi) hereof), (ii) the gross negligence or willful misconduct of Seller during the Interim Period, and (iii) the disposal offsite from said Interests prior to the Closing Date of any hazardous substances, wastes, materials and products generated by or used in connection with the operation of the Interests. With respect to any Claim Buyer may be obligated to defend pursuant to Buyer=s indemnification obligations contained in this Agreement, Seller shall have the right, but not the obligation, to participate fully in the defense of the Claim.

General Indemnification by Buyer. Buyer shall and the Companies covenant and agree to indemnify, defend, indemnify protect and hold harmless the Seller Principal Stockholders and their respective successors and assigns (individually, a "KCI Indemnified Group harmless Party" and collectively, the "KCI Indemnified Parties") from, against and in respect of all Damages suffered, sustained, incurred or paid by the KCI Indemnified Parties in connection with, resulting from and against any and all Claims for personal injuryor arising out of, death or damage to property or to the environment, or for any other relief, arising directly or indirectly from, or incident to indirectly: (i) the use, occupation, operation, maintenance any breach of any representation or abandonment warranty of Buyer set forth in this Agreement or any schedule or certificate delivered by or on behalf of any of the Interests, or condition of the property or premises, whether latent or patent, and whether asserted against Buyer and/or any member of the Seller Indemnified Group after the Effective Date, whether or not any such Claims result from conditions, actions or inactions at or before the Effective Timein connection herewith; or (ii) Seller=s operation any nonfulfillment of any covenant or agreement on the Interests under Article 10 (if applicable)part of Buyer or, except to after the extent caused by Seller=s gross negligence or willful misconductClosing Date, the Companies, in this Agreement; or (iii) all obligations assumed by Buyer pursuant the business, operations or assets of Buyer, or the acts or omissions of Buyer's directors, officers, employees or agents in the performance of their duties for or on behalf of Buyer, prior to this Article 8 the Closing Date, and the business, operations or Section 9.5assets of the Companies after the Closing Date; or (iv) except as provided in Section 7.2, any obligations for broker=s fees incurred by Buyer in connection with its purchase liability of the InterestsCompanies for Taxes for any Taxable period or portion thereof ending after the Closing Date; or (v) any violation by Buyer of state litigation or federal securities laws, or Buyer=s dealings with its partners, investors, financial institutions and other third parties in connection with the transactions contemplated under this Agreement; (vi) Buyer=s operation claims of any Interest that is reconveyed kind brought against the Companies and/or the Principal Stockholders arising out of acts or reassigned to Seller pursuant to Section 5.4.3(ii) due to failure to obtain requisite Consents, and (vii) omissions of the specific amounts by which Companies or Buyer after the Sale Price is reduced pursuant to sub-Sections 2.2.3(iii), (iv), (v) and (vi) hereof, excluding, however, any and all such Claims arising from or relating to (i) contractual obligations of Seller with respect to the Interests and attributable to periods of time prior to the Effective Date Closing including, without limitation, any litigation or other claims brought against either of the obligation to fully Principal Stockholders in connection with that certain Lease Agreement and timely pay royalties (excludingrelated Guaranty Agreement, howeverdated as of January 15, the specific amounts 1991, by which the Sale Price is reduced pursuant to sub-Sections 2.2.3(iii)Xxxxxxx X. Xxxx, (iv)as guarantor, (v) and in favor of Carnegie Hall Tower Limited Partnership, as guarantee; or (vi) hereof), (ii) any and all Damages incident to any of the gross negligence foregoing or willful misconduct of Seller during the Interim Period, and (iii) the disposal offsite from said Interests prior to the Closing Date enforcement of this Section 8.3. Notwithstanding any other provision in this Agreement to the contrary, Buyer shall not be liable to the Principal Stockholders for any Damages arising out of the actions or omissions of any hazardous substancesStockholder, wastes, materials and products generated by except as otherwise provided for under Buyer's or used in connection the Companies' Charter Documents or applicable state law with respect to the operation Principal Stockholders' conduct for or on behalf of the Interests. With respect to any Claim Companies or Buyer may be obligated to defend pursuant to Buyer=s indemnification obligations contained in this Agreement, Seller shall have after the right, but not the obligation, to participate fully in the defense of the ClaimClosing Date.

General Indemnification by Buyer. Buyer shall hereby agrees to protect, defend, indemnify and hold the Seller Indemnified Group harmless from Seller, its officers, directors, employees, agents and affiliates and their respective successors and assigns, from, against and in respect of any and all Claims for personal injuryLosses resulting from (a) any misrepresentation or breach of any warranty of Buyer contained in this Agreement or any Schedules or any document or instrument to be delivered hereunder, death including without limitation the Promissory Note, Registration Rights Agreement and Security Agreement, (b) nonfulfillment of any agreement on the part of Buyer contained in this Agreement (including any covenants to indemnify set forth elsewhere in this Agreement) or damage any Schedules or any document or instrument to property or to be delivered hereunder, including without limitation the environmentPromissory Note, or for any other reliefRegistration Rights Agreement, arising directly or indirectly fromSecurity Agreement and Lease Assignment, or incident to (ic) the use, occupation, operation, maintenance or abandonment of any of the Interests, or condition of the property or premises, whether latent or patent, and whether asserted against Buyer and/or any member of the Seller Indemnified Group Assets arising after the Effective Date, whether Closing Date or not any such Claims result from conditions, actions or inactions at or before the Effective Time; (ii) Seller=s operation of the Interests under Article 10 (if applicable), except to the extent caused by Seller=s gross negligence or willful misconduct; (iii) all obligations assumed by Buyer pursuant to this Article 8 or Section 9.5; (iv) any obligations for broker=s fees incurred by Buyer in connection with its purchase of the Interests; (v) any violation by Buyer of state or federal securities laws, or Buyer=s dealings with its partners, investors, financial institutions and other third parties in connection with the transactions contemplated under this Agreement; (vi) Buyer=s operation of any Interest that is reconveyed or reassigned to Seller pursuant to Section 5.4.3(ii) due to failure to obtain requisite Consents, and (viid) the specific amounts by which the Sale Price is reduced pursuant to sub-Sections 2.2.3(iii), (iv), (v) and (vi) hereof, excludingAssumed Liabilities; provided, however, that any and all such Claims arising from or liability relating to (i) contractual obligations or arising out of Seller with respect Assignor's failure to use its good faith efforts in obtaining consent of the landlord of the White Plains facility to the Interests and attributable Lease Assignment shall not be subject to periods Buyer's indemnification obligations hereunder. Notwithstanding the foregoing, Buyer shall have no liability to indemnify Seller under this Agreement until the amount of Losses suffered by Seller exceeds US$40,000, after which time prior to Buyer shall be liable for all Losses including the Effective Date includinginitial $40,000, without limitation, the obligation to fully and timely pay royalties (excluding, however, the specific amounts by which the Sale Price is reduced pursuant to sub-Sections 2.2.3(iii), (iv), (v) and (vi) hereof), (ii) the gross negligence or willful misconduct of Seller during the Interim Period, and (iii) the disposal offsite from said Interests prior to the Closing Date of except that any hazardous substances, wastes, materials and products generated by or used losses in connection with the operation respect of the Interests. With respect to any Claim Buyer may Lease Assignment, shall not be obligated to defend pursuant to Buyer=s indemnification obligations contained in this Agreementsubject to, Seller shall have or counted against the right, but not the obligation, to participate fully in the defense of the Claimaforementioned $40,000 "basket."

General Indemnification by Buyer. Buyer shall covenants and agrees to indemnify, defend, indemnify protect and hold the harmless Seller, Luminex and their officers, directors, employees, stockholders, assigns, successors and affiliates (individually, each a "Seller Indemnified Group harmless from Party" and against any and all Claims for personal injurycollectively, death or damage to property or to the environment, or for any other relief, arising directly or indirectly "Seller Indemnified Parties") from, or incident to against and in respect of: (ia) the useall liabilities, occupationlosses, operationclaims, maintenance or abandonment damages, punitive damages, causes of any of the Interestsaction, or condition of the property or premiseslawsuits, whether latent or patent, and whether asserted against Buyer and/or any member of the Seller Indemnified Group after the Effective Date, whether or not any such Claims result from conditions, actions or inactions at or before the Effective Time; administrative proceedings (ii) Seller=s operation of the Interests under Article 10 (if applicableincluding informal proceedings), except to investigations, audits, demands, assessments, adjustments, judgments, settlement payments, deficiencies, penalties, fines, interest (including interest from the extent caused by Seller=s gross negligence or willful misconduct; (iii) all obligations assumed by Buyer pursuant to this Article 8 or Section 9.5; (iv) any obligations for broker=s fees incurred by Buyer in connection with its purchase date of the Interests; (v) any violation by Buyer of state or federal securities laws, or Buyer=s dealings with its partners, investors, financial institutions and other third parties in connection with the transactions contemplated under this Agreement; (vi) Buyer=s operation of any Interest that is reconveyed or reassigned to Seller pursuant to Section 5.4.3(ii) due to failure to obtain requisite Consents, and (vii) the specific amounts by which the Sale Price is reduced pursuant to sub-Sections 2.2.3(iii), (iv), (vsuch damages) and costs and expenses (vi) hereof, excluding, however, any and all such Claims arising from or relating to (i) contractual obligations of Seller with respect to the Interests and attributable to periods of time prior to the Effective Date including, without limitation, reasonable attorneys' fees and disbursements of every kind, nature and description) (collectively, "Damages") suffered, sustained, incurred or paid by Seller Indemnified Parties in connection with, resulting from or arising out of, directly or indirectly: (i) the obligation to fully and timely pay royalties (excluding, however, the specific amounts by Assumed Liabilities which the Sale Price is reduced Buyer assumes specifically pursuant to sub-Sections 2.2.3(iii), (iv), (v) and (vi) hereof), this Agreement; (ii) any and all actions, suits, claims or legal, administrative, arbitration, governmental or other proceedings or investigations against any Seller Indemnified Party that relate to the gross negligence or willful misconduct of Seller during RBM Business as conducted after the Interim Period, and Closing Date; (iii) any breach of any representation or warranty of Buyer set forth in this Agreement or any schedule or certificate delivered by or on behalf of Buyer in connection therewith; or (iv) any nonfulfillment of any covenant or agreement by Buyer under this Agreement; and (b) any and all Damages incident to any of the disposal offsite from said Interests prior foregoing or to the Closing Date enforcement of any hazardous substances, wastes, materials and products generated by or used in connection with the operation of the Interests. With respect to any Claim Buyer may be obligated to defend pursuant to Buyer=s indemnification obligations contained in this Agreement, Seller shall have the right, but not the obligation, to participate fully in the defense of the ClaimSection 7.1.

General Indemnification by Buyer. (a) Buyer shall covenants and agrees to indemnify, defend, indemnify protect and hold the Seller harmless Stockholders and his successors and assigns (individually, a "Stockholder Indemnified Group harmless Party" and collectively, "Stockholder Indemnified Parties") from and against any and all Claims for personal injuryDamages suffered, death sustained, incurred or damage to property paid by the Stockholder Indemnified Parties in connection with, resulting from or to the environmentarising out of, or for any other relief, arising directly or indirectly from, or incident to indirectly: (i) the use, occupation, operation, maintenance or abandonment any breach of any representation or warranty of Buyer set forth in this Agreement or any certificate delivered by or on behalf of Buyer in connection herewith; or (ii) any nonfulfillment of any covenant or agreement on the part of Buyer in this Agreement; or (iii) the business, operations or assets of the InterestsBuyer and the Company after the Effective Date (including, or condition without limiting the foregoing and for the avoidance of doubt, Taxes of the property Company that result solely from a change from the cash method of accounting to the accrual method of accounting, but not any Taxes resulting from the Section 338(h)(10) Election) or premises, whether latent the actions or patent, and whether asserted against Buyer and/or any member omissions of the Seller Indemnified Group Buyer's and the Company's directors, officers, shareholders, employees or agents after the Effective Date, whether or not any such Claims result from conditions, actions or inactions at or before the Effective Time; (ii) Seller=s operation of the Interests under Article 10 (if applicable), except to the extent caused by Seller=s gross negligence arising out of the act or willful misconductomission of the Stockholders. (b) There shall be no liability for indemnification under this Section 8.6 unless, and solely to the extent that, the aggregate amount of Damages under this Section 8.6 exceeds the Indemnification Threshold, as defined in Section 8.2(a); provided, however, that the Indemnification Threshold shall not apply to Damages arising out of any breaches of the covenants of Buyer set forth in this Agreement. (iiic) all The aggregate amount of Buyer's liability under this Section 8.6 shall not exceed an amount equal to the Purchase Price. (d) The indemnification obligations assumed by Buyer pursuant to under this Article 8 Section 8.6 or Section 9.5; (iv) in any obligations for broker=s fees incurred certificate or writing furnished by Buyer in connection with its purchase herewith shall terminate on the later of the Interests; (v) any violation by Buyer of state or federal securities laws, or Buyer=s dealings with its partners, investors, financial institutions and other third parties in connection with the transactions contemplated under this Agreement; (vi) Buyer=s operation of any Interest that is reconveyed or reassigned to Seller pursuant to Section 5.4.3(ii) due to failure to obtain requisite Consents, and (vii) the specific amounts by which the Sale Price is reduced pursuant to sub-Sections 2.2.3(iii), (iv), (v) and (vi) hereof, excluding, however, any and all such Claims arising from or relating to (i) contractual obligations the third anniversary of Seller with respect to the Interests and attributable to periods of time prior to the Effective Date includingClosing, without limitation, the obligation to fully and timely pay royalties (excluding, however, the specific amounts by which the Sale Price is reduced pursuant to sub-Sections 2.2.3(iii), (iv), (v) and (vi) hereof), or (ii) the gross negligence or willful misconduct final resolution of Seller during the Interim Period, and (iii) the disposal offsite from said Interests prior to the Closing Date of any hazardous substances, wastes, materials and products generated by or used in connection with the operation Claims pending as of the Interests. With respect to any Claim Buyer may be obligated to defend pursuant to Buyer=s indemnification obligations contained in this Agreement, Seller shall have the right, but not the obligation, to participate fully in the defense first anniversary of the ClaimClosing.