Common use of Indemnification by ESAB Clause in Contracts

Indemnification by ESAB. ESAB agrees to indemnify and hold harmless, to the full extent permitted by law, each Holder, such Holder’s Affiliates and their respective officers, directors, employees, advisors, and agents and each Person who controls (within the meaning of the Securities Act or the Exchange Act) such Persons from and against any and all losses, claims, damages, liabilities (or actions in respect thereof, whether or not such indemnified party is a party thereto) and expenses, joint or several (including reasonable costs of investigation and legal expenses) (each, a “Loss” and collectively “Losses”) arising out of or based upon (i) any untrue or alleged untrue statement of a material fact contained in any Registration Statement under which the Sale of such Registrable Securities was Registered under the Securities Act (including any final or preliminary Prospectus contained therein or any amendment thereof or supplement thereto or any documents incorporated by reference therein), or any such statement made in any free writing prospectus (as defined in Rule 405 under the Securities Act) that ESAB has filed or is required to file pursuant to Rule 433(d) under the Securities Act, or (ii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a Prospectus, preliminary Prospectus or free writing prospectus, in light of the circumstances under which they were made) not misleading; provided, however, that ESAB shall not be liable to any particular indemnified party in any such case to the extent that any such Loss arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any such Registration Statement in reliance upon and in conformity with written information furnished to ESAB by such indemnified party expressly for use in the preparation thereof. This indemnity shall be in addition to any liability ESAB may otherwise have. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Holder or any indemnified party and shall survive the transfer of such securities by such Holder.

Indemnification by ESAB. ESAB agrees to indemnify and hold harmlessExcept as otherwise specifically set forth in this Agreement or any Specified Ancillary Agreement, to the full fullest extent permitted by lawLaw, ESAB shall, and shall cause the other members of the ESAB Group to, indemnify, defend and hold harmless Enovis, each Holder, such Holder’s Affiliates member of the Enovis Group and each of their respective past, present and future directors, officers, directorsemployees and agents, employees, advisorsin each case in their respective capacities as such, and agents and each Person who controls (within the meaning of the Securities Act or heirs, executors, successors and assigns of any of the Exchange Act) such Persons foregoing (collectively, the “Enovis Indemnitees”), from and against any and all lossesLiabilities of the Enovis Indemnitees relating to, claims, damages, liabilities (or actions in respect thereof, whether or not such indemnified party is a party thereto) and expenses, joint or several (including reasonable costs of investigation and legal expenses) (each, a “Loss” and collectively “Losses”) arising out of or based upon resulting from, directly or indirectly, any of the following items (iwithout duplication): (a) any ESAB Liabilities, including any failure of ESAB or any other member of the ESAB Group or any other Person to pay, perform or otherwise promptly discharge any ESAB Liabilities in accordance with their respective terms, whether prior to or after the Effective Time or the date hereof; (b) any breach by ESAB or any member of the ESAB Group of this Agreement or any Ancillary Agreements, including the failure by ESAB to pay the ESAB Cash Distribution to Enovis (other than the Specified Ancillary Agreements); (c) any third-party claims that the use of the Licensed Intellectual Property by any member of the ESAB Group (or their permitted sublicensees) infringes the Intellectual Property rights of such third party; (d) any guarantee, indemnification or contribution obligation, letter of credit reimbursement obligations, surety, bond or other credit support agreement, arrangement, commitment or understanding for the benefit of ESAB or any member of the ESAB Group by Enovis or any member of the Enovis Group that survives following the Effective Time; and (e) any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement under which the Sale of such Registrable Securities was Registered under the Securities Act (including any final or preliminary Prospectus contained therein or any amendment thereof or supplement thereto or any documents incorporated by reference therein), or any such statement made in any free writing prospectus (as defined in Rule 405 under the Securities Act) that ESAB has filed or is required to file pursuant to Rule 433(d) under the Securities Act, or (ii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (not misleading, with respect to all information contained in the case of a ProspectusForm 10, preliminary Prospectus the Information Statement (as amended or free writing prospectus, in light of the circumstances under which they were made) not misleading; provided, however, that supplemented if ESAB shall not be liable to have furnished any particular indemnified party in any such case to the extent that any such Loss arises out of amendments or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any such Registration Statement in reliance upon and in conformity with written information furnished to ESAB by such indemnified party expressly for use in the preparation thereof. This indemnity shall be in addition to any liability ESAB may otherwise have. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Holder supplements thereto) or any indemnified party and shall survive other Disclosure Document, other than the transfer of such securities by such Holdermatters described in Section 5.2(e).