Common use of Indemnification by Buyers Clause in Contracts

Indemnification by Buyers. Buyers covenant and agree to indemnify, defend, protect and hold harmless Seller and InVivo, and their respective officers, directors, employees, stockholders, agents, representatives and Affiliates (collectively, the “Seller Indemnified Parties”) at all times from and after the date of this Agreement from and against all losses, liabilities, damages, claims, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys’ fees and expenses of investigation), whether or not involving a third party claim and regardless of any negligence of any Seller Indemnified Party (collectively, “Losses”), incurred by any Seller Indemnified Party as a result of or arising from (i) any breach of the representations and warranties of Buyers set forth herein or in certificates delivered in connection herewith, (ii) any breach or nonfulfillment of any covenant or agreement (including any other agreement of Buyers to indemnify set forth in this Agreement) on the part of Buyers under this Agreement, (iii) any Assigned Asset or Assigned Liability or any other debt, liability or obligation of Split-Off Subsidiary, (iv) the conduct and operations, whether before or after Closing, of (A) the business of Seller pertaining to the Assigned Assets and Assigned Liabilities or (B) the business of Split-Off Subsidiary, (v) claims asserted, whether before or after Closing, (A) against Split-Off Subsidiary or (B) pertaining to the Assigned Assets and Assigned Liabilities, or (vi) any federal or state income tax payable by Seller or InVivo and attributable to the transactions contemplated by this Agreement. The obligations of Buyers under this Section, as between Buyers and the Seller Indemnified Parties, are joint and several.

Indemnification by Buyers. From and after Closing and (unless otherwise provided in this Agreement) until the end of the later of: (a) the end of the Wind-Down Period, and (b) the end of the applicable limitation period under the Indian Income Tax Act, 1961 and the rules framed thereunder (in case of Liability arising out of, resulting from, or attributable to any Non-U.S. Sale Transaction Taxes), the Buyers covenant and agree to indemnifywill pay, defend, protect discharge, indemnify, and hold harmless Seller and InVivo, the Endo Companies and their respective officers, directors, employees, stockholders, agents, representatives and Affiliates (collectively, the “Seller Indemnified Parties”) at all times from and after the date of this Agreement agents from and against any and all lossesLiabilities to the extent arising out of, liabilitiesresulting from, damagesor attributable to (x) any Non-U.S. Sale Transaction Taxes, claims(y) any non-action or action such parties or entities take or cause to be taken in relation to any Consent, actionsPermit or Regulatory Approvals, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specificallyincluding, but without limitationnot limited to, reasonable attorneysmaking or amending any filings, submissions, notices, communications or otherwise appearing before any Governmental Authority as required for any such Consent, Permit, or Regulatory Approval, or (z) any other Assumed Liability. Notwithstanding anything to the contrary contained in this Section 9.2 or otherwise, the Buyers’ fees obligation to indemnify the Endo Companies’ officers, directors, employees, and expenses of investigation)agents from and against any and all Liability to the extent arising out of, whether resulting from, or not involving a third party claim and regardless attributable to any non-action or action such parties or entities take or cause to be taken in relation to any Consent, Permit or Regulatory Approvals shall be indefinite. It is clarified that if any deduction or withholding of any negligence Tax is required by applicable Law from the amount paid in cash by the Buyers pursuant to its indemnity obligations in this Section 9.2, or any Taxes that are actually payable, either in cash or by way of any set-off or adjustment against any Tax refund due by the Endo Companies or their officers, directors, employees, and agents (“Seller Indemnified Party (collectivelyIndemnitees”) on the indemnity amounts paid by a Buyer under this Section 9.2, “Losses”)then such indemnity amounts paid by a Buyer to a Seller Indemnitee shall be grossed up to include such additional amount on account of Tax, incurred so as to leave the applicable Seller Indemnitee with the full amount which would have been received by it if no such Taxes were payable; provided, that the amount of any payment by a Buyer to a Seller Indemnified Party Indemnitee pursuant to this Section 9.2 shall be reduced by the amount of any Tax benefit realized or expected to be realized by the applicable Seller Indemnitee in the year in which the indemnification payment is made as a result of or arising from the indemnified loss (determined on a “with and without” basis); provided, further, that (i) any breach of the representations Buyers shall have the right to designate the entity that makes an indemnity payment and warranties of Buyers set forth herein or in certificates delivered in connection herewith, (ii) any breach or nonfulfillment the Sellers shall cooperate with the Buyers to minimize the amount of any covenant Tax that would be payable with respect to indemnity payments made by the Buyers hereunder. The Endo Companies and the Buyers agree to treat (and cause their Affiliates to treat) any payments received pursuant to this Section 9.2 as adjustments to the Purchase Price for all Tax purposes, unless otherwise required by applicable Law, a closing agreement with an applicable Taxing Authority, or agreement a final judgment of a court of competent jurisdiction. Notwithstanding anything herein to the contrary, (i) the Buyers shall not pay, defend, discharge, indemnify, or hold harmless the Endo Companies for any Excluded Liabilities (including Excluded Taxes), and (ii) the Buyers shall have the right, upon written notice to the applicable indemnified Endo Company, to assume the defense of any other agreement of Buyers Action related to indemnify set forth in this Agreement) on or that may give rise to the part of Buyers Buyers’ indemnification obligations under this Agreement, (iii) any Assigned Asset or Assigned Liability or any other debt, liability or obligation of Split-Off Subsidiary, (iv) Section 9.2 with counsel selected by the conduct and operations, whether before or after Closing, of (A) the business of Seller pertaining to the Assigned Assets and Assigned Liabilities or (B) the business of Split-Off Subsidiary, (v) claims asserted, whether before or after Closing, (A) against Split-Off Subsidiary or (B) pertaining to the Assigned Assets and Assigned Liabilities, or (vi) any federal or state income tax payable by Seller or InVivo and attributable to the transactions contemplated by this Agreement. The obligations of Buyers under this Section, as between Buyers and the Seller Indemnified Parties, are joint and severalBuyers.

Indemnification by Buyers. Buyers covenant In consideration of the Company's execution and agree to indemnifydelivery of the Transaction Documents and the Company's performance of the transactions contemplated thereunder, each Buyer shall severally and not jointly defend, protect protect, indemnify and hold harmless Seller the Company, its officers and InVivo, and their respective officers, directors, employees, stockholders, agents, representatives and Affiliates directors (collectively, the “Seller Indemnified Parties”"Company Indemnitees") at all times from and after the date of this Agreement from and against any and all lossesactions, liabilitiescauses of action, damagessuits, claims, actionslosses, suitscosts, proceedingspenalties, demandsfees, assessmentsliabilities and damages, adjustments, costs and expenses (in connection therewith and including specifically, but without limitation, reasonable attorneys’ ' fees and expenses of investigation), whether or not involving a third party claim and regardless of any negligence of any Seller disbursements (the "Company Indemnified Party (collectively, “Losses”Liabilities"), incurred by any Seller Company Indemnitee as a result of, or arising out of, or relating to (a) any material representation or breach of any representation or warranty made by such Buyer in the Transaction Documents or any other certificate, instrument or document contemplated hereby or thereby, or (b) any material breach of any covenant, agreement or obligation of such Buyer contained in the Transaction Documents or any other certificate, instrument or document contemplated hereby or thereby; provided, however, that any Buyer shall not be jointly liable for the indemnification obligations of any other Buyer or investor and the Buyer subject to an indemnification obligation shall be liable under this Section 8(b) for only that amount of Company Indemnified Party Liabilities as does not exceed the net proceeds to such Buyer as a result of or arising from (i) the sale of Common Shares held by such Buyer. To the extent that the foregoing undertaking by a Buyer may be unenforceable for any breach reason, such Buyer shall make the maximum contribution to the payment and satisfaction of each of the representations and warranties of Buyers set forth herein or in certificates delivered in connection herewithCompany Indemnified Liabilities which is permissible under applicable law; provided, (ii) however, that any breach or nonfulfillment Buyer shall not be jointly liable for the indemnification obligations of any covenant other Buyer or agreement (including any other agreement of Buyers investor and the Buyer subject to indemnify set forth in this Agreement) on the part of Buyers an indemnification obligation shall be liable under this Agreement, (iiiSection 8(b) any Assigned Asset or Assigned Liability or any other debt, liability or obligation for only that amount of Split-Off Subsidiary, (iv) Company Indemnified Liabilities as does not exceed the conduct and operations, whether before or after Closing, net proceeds to such Buyer as a result of (A) the business sale of Seller pertaining to the Assigned Assets and Assigned Liabilities or (B) the business of Split-Off Subsidiary, (v) claims asserted, whether before or after Closing, (A) against Split-Off Subsidiary or (B) pertaining to the Assigned Assets and Assigned Liabilities, or (vi) any federal or state income tax payable Common Shares held by Seller or InVivo and attributable to the transactions contemplated by this Agreement. The obligations of Buyers under this Section, as between Buyers and the Seller Indemnified Parties, are joint and severalsuch Buyer.

Indemnification by Buyers. From and after the Closing, Buyers covenant shall assume, pay, perform, fulfill and agree to discharge all Assumed Liabilities and shall indemnify, defend, protect defend and hold harmless Seller Seller, Seller’s Affiliates, each of Seller’s and InVivoits Affiliate’s respective past, present and their respective future directors, officers, directors, employees, stockholders, consultants and agents, representatives and Affiliates each of the directors, officers, heirs, executors, successors and permitted assigns of any of the foregoing (collectively, the “Seller Indemnified PartiesPersons”) at all times from and after the date of this Agreement from and against any and all losses, liabilities, damages, claims, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys’ fees and expenses a) Assumed Liabilities incurred by or asserted against any of investigation), whether or not involving a third party claim and regardless of any negligence of any the Seller Indemnified Party Persons and (collectivelyb) subject to the limitations set forth in Section 12.4 or as set forth in Article 13, “Losses”), any Covered Liability incurred or suffered by any a Seller Indemnified Party as a result of or arising Person resulting from (i) any breach of the representations and warranties of Buyers set forth herein or in certificates delivered in connection herewith, (ii) any breach or nonfulfillment of any representation, warranty, covenant (including, without limitation, Buyers’ covenant in Section 3.3) or agreement (including any other agreement on the part of Buyers to indemnify either Buyer which is expressly set forth in this Agreement) on the part of Buyers under this Agreement, (iii) any Assigned Asset or Assigned Liability or any other debt, liability or obligation of Split-Off Subsidiary, (iv) the conduct and operations, whether before or after Closing, of (A) the business of Seller pertaining to the Assigned Assets and Assigned Liabilities or (B) the business of Split-Off Subsidiary, (v) claims asserted, whether before or after Closing, (A) against Split-Off Subsidiary or (B) pertaining to the Assigned Assets and Assigned Liabilities, or confirmed in the officer’s certificate referred to in Section 10.1(b) (vi) provided, however, that Seller acknowledges and agrees that such confirmation shall not operate to extend the survival period of any federal such representation, warranty, covenant or state income tax payable by Seller or InVivo and attributable to the transactions contemplated by this Agreement. The obligations of Buyers under this Sectionagreement), as between Buyers and the Seller Indemnified PartiesEVEN IF CAUSED IN WHOLE OR IN PART BY THE NEGLIGENCE (WHETHER SOLE, are joint and severalJOINT OR CONCURRENT), STRICT LIABILITY OR OTHER LEGAL FAULT OF ANY SELLER INDEMNIFIED PERSON, BUT EXCLUDING THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY SELLER INDEMNIFIED PERSON.

Indemnification by Buyers. Buyers covenant In consideration of the Company's execution and agree to indemnifydelivery of the Transaction Documents and the Company's performance of the transactions contemplated thereunder, each Buyer shall severally and not jointly defend, protect protect, indemnify and hold harmless Seller the Company, its officers and InVivo, and their respective officers, directors, employees, stockholders, agents, representatives and Affiliates directors (collectively, the “Seller Indemnified Parties”"COMPANY INDEMNITEES") at all times from and after the date of this Agreement from and against any and all lossesactions, liabilitiescauses of action, damagessuits, claims, actionslosses, suitscosts, proceedingspenalties, demandsfees, assessmentsliabilities and damages, adjustments, costs and expenses (in connection therewith and including specifically, but without limitation, reasonable attorneys’ ' fees and expenses of investigation), whether or not involving a third party claim and regardless of any negligence of any Seller Indemnified Party disbursements (collectively, “Losses”the "COMPANY INDEMNIFIED LIABILITIES"), incurred by any Seller Company Indemnitee as a result of, or arising out of, or relating to (a) any material misrepresentation or breach of any representation or warranty made by such Buyer in the Transaction Documents or any other certificate, instrument or document contemplated hereby or thereby and delivered in connection with and made a part of the Transaction Documents, or (b) any material breach of any covenant, agreement or obligation of such Buyer contained in the Transaction Documents or any other certificate, instrument or document contemplated hereby or thereby and delivered in connection with and made a part of the Transaction Documents; provided, however, that no Buyer shall be jointly liable for the indemnification obligations of any other Buyer or investor and the Buyer subject to an indemnification obligation shall be liable under this Section 8(b) for only that amount of Company Indemnified Party Liabilities as does not exceed the net proceeds to such Buyer as a result of or arising from (i) the sale of Common Shares held by such Buyer. To the extent that the foregoing undertaking by a Buyer may be unenforceable for any breach reason, such Buyer shall make the maximum contribution to the payment and satisfaction of each of the representations and warranties of Buyers set forth herein or in certificates delivered in connection herewithCompany Indemnified Liabilities which is permissible under applicable law; provided, (ii) any breach or nonfulfillment however, that no Buyer shall be jointly liable for the indemnification obligations of any covenant other Buyer or agreement (including any other agreement of Buyers investor and the Buyer subject to indemnify set forth in this Agreement) on the part of Buyers an indemnification obligation shall be liable under this Agreement, (iiiSection 8(b) any Assigned Asset or Assigned Liability or any other debt, liability or obligation for only that amount of Split-Off Subsidiary, (iv) Company Indemnified Liabilities as does not exceed the conduct and operations, whether before or after Closing, net proceeds to such Buyer as a result of (A) the business sale of Seller pertaining to the Assigned Assets and Assigned Liabilities or (B) the business of Split-Off Subsidiary, (v) claims asserted, whether before or after Closing, (A) against Split-Off Subsidiary or (B) pertaining to the Assigned Assets and Assigned Liabilities, or (vi) any federal or state income tax payable Common Shares held by Seller or InVivo and attributable to the transactions contemplated by this Agreement. The obligations of Buyers under this Section, as between Buyers and the Seller Indemnified Parties, are joint and severalsuch Buyer.

Indemnification by Buyers. Buyers covenant covenants and agree agrees to indemnify, defend, protect and hold harmless Seller and InVivoSeller, and their its respective officers, directors, employees, stockholders, agents, representatives and Affiliates (each a “Seller Indemnified Party”, and, collectively, the “Seller Indemnified Parties”) at all times from and after the date of this Agreement Agreement, from and against all losses, liabilities, damages, claims, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys’ fees and expenses of investigation), whether or not involving a third party claim and regardless of any negligence of any Seller Indemnified Party (any, a “Loss” and as to two or more, collectively, “Losses”), incurred by any Seller Indemnified Party as a result of or arising from (i) any breach of the representations and warranties of such Buyers set forth herein or in certificates delivered in connection herewith, (ii) any breach or nonfulfillment of any covenant or agreement (including any other agreement of Buyers to indemnify set forth in this Agreement) on the part of such Buyers under this Agreement, (iii) any Assigned Asset or Assigned Liability or any other debt, liability or obligation of Split-Off SubsidiaryAsset, (iv) the conduct and operations, whether before or after Closing, of (A) the business of Seller pertaining to the Assigned Assets EXO Shares and Assigned Liabilities or (B) the business of Split-Off SubsidiaryPizza Fusion Shares and Assumed Liabilities, (v) claims assertedasserted (including claims for payment of taxes), whether before or after Closing, (A) against Split-Off Subsidiary or (B) pertaining to the Assigned Assets EXO Shares and Assigned LiabilitiesPizza Fusion Shares and Assumed Liabilities or to the EXO Business or the Pizza Fusion Business prior to the Closing, or (vi) any federal or state income tax payable by Seller or InVivo and attributable to the transactions contemplated by this Agreement or to the business of Seller prior to the Closing. For the purposes of this Agreement, an “Affiliate” is a person or entity that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, another specified person or entity. The obligations of Notwithstanding anything to the contrary provided for herein, Buyers total obligation under this Section, as between Buyers Section 12 shall be limited to their respective ownership interests in the EXO Shares and the Seller Indemnified Parties, are joint and severalPizza Fusion Shares.

Indemnification by Buyers. Buyers covenant Each Buyer covenants and agree agrees to indemnify, defend, protect and hold harmless Seller and InVivoCrownbutte, and their respective officers, directors, employees, stockholders, agents, representatives and Affiliates (collectively, the “Seller Indemnified Parties”) at all times from and after the date of this Agreement from and against all losses, liabilities, damages, claims, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys’ fees and expenses of investigation), whether or not involving a third party claim and regardless of any negligence of any Seller Indemnified Party (collectively, “Losses”), incurred by any Seller Indemnified Party as a result of or arising from (i) any breach of the representations and warranties of Buyers such Buyer set forth herein or in certificates delivered in connection herewith, (ii) any breach or nonfulfillment of any covenant or agreement (including any other agreement of Buyers to indemnify set forth in this Agreement) on the part of Buyers such Buyer under this Agreement, (iii) any Assigned Asset or Assigned Liability or any other debt, liability or obligation of Split-Off Subsidiary, (iv) the conduct and operations, whether before or after Closing, of (A) the business of Seller pertaining to the Assigned Assets and Assigned Liabilities or (B) the business of Split-Off Subsidiary, (v) claims asserted, whether before or after Closing, (A) against Split-Off Subsidiary or (B) pertaining to the Assigned Assets and Assigned Liabilities, or (vi) any federal or state income tax payable by Seller or InVivo Crownbutte and attributable to the transactions contemplated by this Agreement. The obligations of Buyers under this Section, as between Buyers and the Seller Indemnified Parties, are joint and several.

Indemnification by Buyers. From and after the Closing Buyers covenant shall jointly and agree to severally indemnify, defend, protect defend and hold harmless Seller and InVivoSeller, its Affiliates, and their respective directors, officers, directorsshareholders, employeespartners, stockholdersmembers, attorneys, accountants, agents, representatives and Affiliates employees and their heirs, successors and permitted assigns, each in their capacity as such (collectivelyeach, the “Seller Indemnified Parties”a "SELLER INDEMNIFIED PARTY") at all times from from, against and after the date in respect of this Agreement from and against all any damages, losses, charges, liabilities, damagesclaims, claimsdemands, actions, suits, proceedings, demandspayments, judgments, settlements, assessments, adjustmentsdeficiencies, taxes, interest, penalties, and costs and expenses (including specificallyremoval costs, but without limitationremediation costs, reasonable attorneys’ fees closure costs, fines, penalties and expenses of investigation)investigation and ongoing monitoring, whether or not involving a third party claim attorneys' fees and regardless of any negligence of any Seller Indemnified Party disbursements) (collectively, “Losses”)"LOSSES") imposed on, sustained, incurred by or suffered by, or asserted against, any of the Seller Indemnified Party as a result Parties, whether in respect of third party claims, claims between the parties hereto, or otherwise, directly or indirectly relating to, arising out of or arising resulting from (i) any breach of any representation or warranty made by Buyers in this Agreement and in the representations and warranties of Buyers set forth herein or in certificates delivered in connection herewith, Ancillary Agreements; (ii) any breach or nonfulfillment of any covenant or agreement (including any other agreement obligation of Buyers to indemnify set forth in this Agreement) on the part of Agreement or in any writing delivered by Buyers under pursuant to this Agreement, ; or (iii) any Assigned Asset or Assigned Liability or arising out of the ownership of the Interests in respect of any other debt, liability or obligation period after the Closing Date. The amount of Split-Off Subsidiary, (iv) the conduct and operations, whether before or after Closing, of (A) the business of Seller pertaining any Loss for which indemnification is provided under this Agreement shall be increased to the Assigned Assets and Assigned Liabilities or (B) the business of Split-Off Subsidiary, (v) claims asserted, whether before or after Closing, (A) against Split-Off Subsidiary or (B) pertaining to the Assigned Assets and Assigned Liabilities, or (vi) take into account any federal or state income tax payable net Tax cost incurred by Seller or InVivo and attributable to arising from the transactions contemplated by this Agreementreceipt of such indemnity payment (grossed up for such increase). The obligations amount of Buyers any Loss for which indemnification is provided under this Section, as between Buyers Section 7.1 shall offset any amounts due and owing under the Seller Indemnified Parties, are joint and severalNote.

Indemnification by Buyers. Buyers covenant Each Buyer covenants and agree agrees to indemnify, defend, protect and hold harmless Seller and InVivoNevada Gold, and their respective officers, directors, employees, stockholders, agents, representatives and Affiliates (collectively, the “Seller Indemnified Parties”) at all times from and after the date of this Agreement from and against all losses, liabilities, damages, claims, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys’ fees and expenses of investigation), whether or not involving a third party claim and regardless of any negligence of any Seller Indemnified Party (collectively, “Losses”), incurred by any Seller Indemnified Party as a result of or arising from (i) any breach of the representations and warranties of Buyers such Buyer set forth herein or in certificates delivered in connection herewith, (ii) any breach or nonfulfillment of any covenant or agreement (including any other agreement of Buyers to indemnify set forth in this Agreement) on the part of Buyers such Buyer under this Agreement, (iii) any Assigned Asset or Assigned Liability or any other debt, liability or obligation of Split-Off Subsidiary, (iv) the conduct and operations, whether before or after Closing, of (A) the business of Seller pertaining to the Assigned Assets and Assigned Liabilities or (B) the business of Split-Off Subsidiary, (v) claims asserted, whether before or after Closing, (A) against Split-Off Subsidiary or (B) pertaining to the Assigned Assets and Assigned Liabilities, or (vi) any federal or state income tax payable by Seller or InVivo Nevada Gold and attributable to the transactions contemplated by this Agreement. The obligations of Buyers under this Section, as between Buyers and the Seller Indemnified Parties, are joint and several.

Indemnification by Buyers. Buyers and, after the Closing, LLC covenant and agree to jointly and severally indemnify, defend, protect and hold harmless Seller and InVivoSeller, Modigene and their respective officers, directors, employees, stockholders, agents, representatives and Affiliates affiliates (collectively, together with Seller, the “Seller Indemnified Parties”) at all times from and after the date of this Agreement from and against all losses, liabilities, damages, claims, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys’ fees and expenses of investigation), whether or not involving a third party claim and regardless of any negligence of any Seller Indemnified Party (collectively, “Losses”), incurred by any Seller Indemnified Party as a result of or arising from (i) any breach of the representations and warranties of Buyers any Buyer set forth herein or in certificates delivered in connection herewith, (ii) any breach or nonfulfillment of any covenant or agreement (including any other agreement of Buyers any Buyer to indemnify Seller set forth in this Agreement) on the part of Buyers any Buyer under this Agreement, (iii) any Assigned Asset or Assigned Liability or any other debt, liability or obligation of Split-Off SubsidiaryLLC, (iv) the conduct and operations, whether before or after Closing, operations of (A) the business of Seller pertaining to the Assigned Assets and Assigned Liabilities or (B) the business of Split-Off Subsidiary, (v) claims asserted, LLC whether before or after Closing, (Av) claims asserted against Split-Off Subsidiary LLC whether before or (B) pertaining to the Assigned Assets and Assigned Liabilitiesafter Closing, or (vi) any federal or state income tax payable by Seller or InVivo and attributable to the transactions business or operations of the LLC or the transaction contemplated by this Agreement. The obligations of Buyers under this Section, as between Buyers and the Seller Indemnified Parties, are joint and several.