Common use of Grant of Indemnity Clause in Contracts

Grant of Indemnity. (a) Sellers hereby indemnify and agree to hold Buyers harmless from, against and in respect of (and shall on demand reimburse Buyers for): (i) any and all loss, liability or damage suffered or incurred by Buyers by reason of any untrue representation, breach of warranty or nonfulfillment of any covenant by Sellers contained herein or in any certificate, document or instrument delivered to Buyers pursuant hereto or in connection herewith; and (ii) any and all loss, liability or damage suffered or incurred by Buyers in respect of or in connection with any liabilities of GCM not specifically assumed by Buyers pursuant to the terms of this Agreement. (b) Buyers hereby agree to indemnify and hold Sellers harmless from, against and in respect of (and shall on demand reimburse them for): (i) any and all loss, liability or damage resulting from any untrue representation, breach of warranty or nonfulfillment of any covenant or agreement by Buyers contained herein or in any certificate, document or instrument delivered to Sellers hereunder; (ii) any and all liabilities or obligations of Sellers specifically assumed by Buyers pursuant to this Agreement; (iii) any and all liabilities or obligations of GCM, direct or indirect, fixed, contingent or otherwise, which exist at or as of the date of the Closing hereunder or which arise after the Closing but which are based upon or arise from any act, transaction, circumstance, sale of goods or services, state of facts or other condition which occurred or existed on or before the date of the Closing, whether or not then known, due or payable, related to the Acquired Assets and Assumed Liabilities; and (iv) any loss, liability or damage arising out of and resulting from the Acquired Assets and Assumed Liabilities. (c) Nature and Survival of Representations and Warranties. All statements, representations, warranties, indemnities, covenants and agreements made by each of the parties hereto shall survive the Closing for a term of three (3) years.

Grant of Indemnity. (a) Sellers hereby indemnify KDC agrees to indemnify, defend and agree to hold Buyers ProMedCo and ProMedCo-Temple and their Affiliates, and subsidiaries, and its and their respective employees, representa tives, officers and agents, harmless fromfrom and against any claims, against and in respect losses, liability, obligations, lawsuits, deficiencies, damages or expense of whatever nature, whether known or unknown, accrued, absolute, contingent or otherwise including (and shall on demand reimburse Buyers for): (iwithout limitation) any interest, penalties, attorneys' fees, costs of investigation and all lossamounts paid in defense or settlement of the foregoing, liability or damage suffered or incurred by Buyers by reason ProMedCo or ProMedCo-Temple as a result of the occurrence of any untrue representation, breach of warranty or nonfulfillment of any covenant by Sellers contained herein or in any certificate, document or instrument delivered to Buyers pursuant hereto or in connection herewith; and (ii) any and all loss, liability or damage suffered or incurred by Buyers in respect of or in connection with any liabilities of GCM not specifically assumed by Buyers pursuant to the terms of this Agreement. (b) Buyers hereby agree to indemnify and hold Sellers harmless from, against and in respect of (and shall on demand reimburse them for): following: (i) the Assets were subject to any and all loss, liability or damage resulting from any untrue representation, breach of warranty or nonfulfillment of any covenant or agreement by Buyers contained herein or in any certificate, document or instrument delivered to Sellers hereunder; (ii) any and all liabilities or obligations of Sellers specifically assumed by Buyers pursuant to this Agreement; (iii) any and all liabilities or obligations of GCMkind, direct or indirectwhether accrued, fixedabsolute, contingent or otherwise, which exist at or as of the date of the Closing are not being specifically assumed by ProMedCo- Temple hereunder or which arise after the Closing but which are based upon or arise from any actotherwise consented to by ProMedCo-Temple, transactionincluding without limitation, circumstanceliabilities for federal, sale state, local and other applicable taxes of goods or services, state of facts or other condition which occurred or existed on or before the date of the Closingevery kind and description, whether or not then knownsaid liabilities or obligations are disclosed in Exhibit 3.4; (ii) KDC did not have title to any of the Assets; (iii) a breach of any ----------- obligation, due representation, warranty, covenant or payableagreement made by KDC in this Agreement or any agreement referred to herein or because any representation or warranty by KDC contained herein, related in any document furnished or required to be furnished pursuant to this Agreement by KDC to ProMedCo or ProMedCo-Temple or any of their representatives, or any documents furnished to ProMedCo and ProMedCo-Temple in connection with the Acquired Assets and Assumed LiabilitiesClosing hereunder, shall be false; and (iv) any loss, liability or damage litigation arising out of and resulting from the Acquired Assets and Assumed Liabilities. (c) Nature and Survival of Representations and Warranties. All statements, representations, warranties, indemnities, covenants and agreements made by each of the parties hereto shall survive or based upon events or operative facts occurring prior to the Closing for a term of three (3) years.Date, in connection with the Assets, whether or not disclosed in Exhibit 3.16; ------------

Grant of Indemnity. (a) Sellers Acquisition Parties hereby indemnify and agree to hold Buyers NBC harmless from, against and in respect of (and shall on demand reimburse Buyers NBC for): (i) any and all loss, liability claim, liability, damage or damage expense (each a "Loss" and collectively, "Losses") suffered or incurred by Buyers NBC by reason of any untrue representation, breach of warranty or nonfulfillment of any covenant by Sellers contained herein or in any certificate, document or instrument delivered to Buyers pursuant hereto or in connection herewith; andAcquisition Parties; (ii) any and all loss, liability or damage suffered or incurred by Buyers NBC in respect of or in connection with any liabilities of GCM Acquisition Parties which are not specifically assumed by Buyers pursuant to the terms of this Agreement. (b) Buyers hereby agree to indemnify and hold Sellers harmless from, against and in respect of (and shall on demand reimburse them for): (i) any and all loss, liability or damage resulting from any untrue representation, breach of warranty or nonfulfillment of any covenant or agreement by Buyers contained herein or in any certificate, document or instrument delivered to Sellers hereunder; (ii) any and all liabilities or obligations of Sellers specifically assumed by Buyers pursuant to this AgreementAssumed Liabilities; (iii) any and all debts, liabilities or obligations of GCMAcquired Parties, direct or indirect, fixed, contingent or otherwise, which exist at or as of the date of the Closing hereunder or which arise after the Closing but which are based upon or arise from any act, transaction, circumstance, sale of goods or services, state of facts or other condition which occurred or existed on or before the date of the Closing, whether or not then known, due or payable, related except for the Assumed Liabilities; (iv) any and all actions, suits, proceedings, claims, demands, assessments, judgments, costs and expenses, including, without limitation, legal fees and expenses, incident to any of the Acquired Assets foregoing or incurred in investigating or attempting to avoid the same or to oppose the imposition thereof, or in enforcing this indemnity. (b) NBC hereby agrees to indemnify and hold Acquisition Parties harmless from, against and in respect of (and shall on demand reimburse them for): (i) any and all loss, liability or damage resulting from any untrue representation, breach of warranty or nonfulfillment of any covenant or agreement by NBC contained herein or in any certificate, document or instrument delivered to Acquisition Parties hereunder; (ii) any and all loss, liability or damage arising from or out of the Assumed Liabilities; and (iviii) any lossand all actions, liability suits, proceedings, claims, demands, assessments, judgments, costs and expenses, including, without limitation, legal fees and expenses, incident to any of the foregoing or damage arising out of and resulting from incurred in investigating or attempting to avoid the Acquired Assets and Assumed Liabilitiessame or to oppose the imposition thereof, or in enforcing this indemnity. (c) Nature Except as excused in writing by the parties, all representations and Survival warranties contained herein will survive the execution and delivery of Representations this Agreement and Warrantiesthe consummation of transactions contemplated hereby, and the Acquisition Parties shall be liable to NBC for any claims or undisclosed liabilities for the period of any statute of limitations with respect to such liabilities. All statementsThis liability will be joint and several. In the event that NBC receives notice of any such claim for which it believes the Acquisition Parties or any one of them may be liable, representationsNBC shall thereupon give written notice to the party thought or claimed to be liable and that party or any other Acquisition Party involved shall have the duty and responsibility of defending or settling said claim. In such case, warrantiesthe indemnifying party shall keep NBC fully advised as to the status of any such claim and if at any time it appears within the reasonable judgment of NBC that such claim is not being defended or resolved so as to avoid the imposition of additional liability upon NBC, indemnitiesNBC may thereupon assume the defense or negotiated settlement of such claim and the Acquisition Party or parties responsible or against whom such claim is asserted shall be fully liable to NBC for all costs and expenses involved in the resolution of any such claim. (d) Anything in this agreement to the contrary notwithstanding, covenants and agreements made by each of the parties hereto indemnity benefits granted in this section shall survive the Closing Date for a term period equal to the statute of three limitations applicable to the conduct for which indemnity is sought. (3e) yearsAnything in this agreement to the contrary notwithstanding, no party shall be required to make payment for indemnification pursuant to this Section 9.1 with respect to any Losses until such Losses exceed $5,000 in the aggregate, in which case such party shall be liable only for Losses arising from a breach of representation or warranty above $5,000. Notwithstanding anything to the contrary contained herein, no party shall be liable for indemnification hereunder in excess of $5,000,000. (f) These indemnity provisions are subject to the qualifications contained in paragraph 10.17 of this Agreement.

Grant of Indemnity. SELLER agrees to indemnify, defend and hold ProMedCo and ProMedCo-SW and their Affiliates, and subsidiaries, and its and their respective employees, representatives, officers and agents, harmless from and against any claims, losses, liability, obligations, lawsuits, deficiencies, damages or expense of whatever nature, whether known or unknown, accrued, absolute, contingent or otherwise including (awithout limitation) Sellers hereby indemnify and agree to hold Buyers harmless frominterest, against and in respect penalties, attorneys' fees, costs of (and shall on demand reimburse Buyers for): (i) any investigation and all lossamounts paid in defense or settlement of the foregoing, liability or damage suffered or incurred by Buyers by reason ProMedCo or ProMedCo-SW as a result of the occurrence of any untrue representation, breach of warranty or nonfulfillment of any covenant by Sellers contained herein or in any certificate, document or instrument delivered to Buyers pursuant hereto or in connection herewith; and (ii) any and all loss, liability or damage suffered or incurred by Buyers in respect of or in connection with any liabilities of GCM not specifically assumed by Buyers pursuant to the terms of this Agreement. (b) Buyers hereby agree to indemnify and hold Sellers harmless from, against and in respect of (and shall on demand reimburse them for): following: (i) the Assets were subject to any and all loss, liability or damage resulting from any untrue representation, breach of warranty or nonfulfillment of any covenant or agreement by Buyers contained herein or in any certificate, document or instrument delivered to Sellers hereunder; (ii) any and all liabilities or obligations of Sellers specifically assumed by Buyers pursuant to this Agreement; (iii) any and all liabilities or obligations of GCMkind, direct or indirectwhether accrued, fixedabsolute, contingent or otherwise, which exist at or as are not being specifically assumed by ProMedCo-SW hereunder, including without limitation, liabilities for federal, state, local and other applicable taxes of the date of the Closing hereunder or which arise after the Closing but which are based upon or arise from any act, transaction, circumstance, sale of goods or services, state of facts or other condition which occurred or existed on or before the date of the Closingevery kind and description, whether or not then knownsaid liabilities or obligations are disclosed in Exhibit 3.4; (ii) SELLER did not have title to any of the Assets; (iii) a breach of any obligation, due representation, warranty, covenant or payableagreement made by SELLER in this Agreement or any agreement referred to herein or because any representation or warranty by SELLER contained herein, related in any document furnished or required to be furnished pursuant to this Agreement by SELLER to ProMedCo or ProMedCo-SW or any of their representatives, or any documents furnished to ProMedCo and ProMedCo-SW in connection with the Acquired Assets and Assumed LiabilitiesClosing hereunder, shall be false; and (iv) any loss, liability or damage litigation arising out of or based upon events or operative facts occurring prior to the Closing Date, in connection with the Assets, whether or not disclosed in Exhibit 3.16; (v) any employee benefits, including pension or retirement benefits, and resulting from any severance payments to the Acquired Assets and Assumed Liabilities. (c) Nature and Survival employees of Representations and Warranties. All statements, representations, warranties, indemnities, covenants and agreements made by each SELLER which are or may be assessed as a result of the parties hereto shall survive transactions contemplated by this Agreement, payable to or on behalf of the employees of SELLER as of the Closing Date, or 0400630.14 080020-015 05/07/97 (1) due through the consummation of this Agreement; (vi) any and all liabilities related to any pre-Closing violation of law, regulation or ruling applicable to any employee benefit plan and/or any labor or employment practice or policy for which ProMedCo or one of ProMedCo's affiliates assumes sponsorship or otherwise becomes liable for as a term successor employer; (vii) unless otherwise specifically agreed in this Agreement, any and all claims, including legal, administrative or creditor claims or actions, in connection with the Assets or their sale or transfer hereunder, if any fact material to any such claim or cause of three action pleaded or stated there occurred prior to or on the Closing Date; and (3viii) yearscosts and expenses (including reasonable attorneys' fees) incurred by ProMedCo and ProMedCo-SW in connection with any demand, action, suit, proceeding, assessment or judgment incident to any of the foregoing.