Common use of Indemnification by Healthworld Clause in Contracts

Indemnification by Healthworld. Healthworld covenants and agrees that it will indemnify, defend, protect and hold harmless the U.K. Stockholder at all times from and after the date of this Agreement until the Expiration Date, from and against all claims, damages, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys, fees and expenses of investigation) incurred by the U.K. Stockholder as a result of or arising from: 11.2.1 any breach by Healthworld of its representations and warranties set forth herein or on the Disclosure Schedules or certificates delivered by it in connection herewith; 11.2.2 any breach of any covenant or agreement on the part of Healthworld under this Agreement, 11.2.3 any liability under the 1933 Act, the 1934 Act or other Federal or state law or regulation, at common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a material fact relating to Healthworld or any of the other company forming a part of the Healthworld Plan of Organization contained in any preliminary prospectus, the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a material fact relating to Healthworld or any other company forming a part of the Healthworld Plan of Organization required to be stated therein or necessary to make the statements therein not misleading, or 11.2.4 any representation or warranty relating to Healthworld's right, authority or capacity to enter into and consummate the terms of this Agreement.

Indemnification by Healthworld. Healthworld covenants and agrees that it will indemnify, defend, protect and hold harmless the U.K. Stockholder at all times from and after the date of this Agreement until the Expiration Date, from and against all claims, damages, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys, fees and expenses of investigation) incurred by the U.K. Stockholder as a result of or arising from: 11.2.1 any breach by Healthworld of its representations and warranties set forth herein or on the Disclosure Schedules or certificates delivered by it in connection herewith; 11.2.2 any breach of any covenant or agreement on the part of Healthworld under this Agreement, 11.2.3 any liability under the 1933 Act, the 1934 Act or other Federal or state law or regulation, at common law or otherwise, arising out of or based upon any Healthworld Agreement and Plan of Organization/Garnham Draft of August 27, 1997 ------------------------------------------------------------------------------- untrue statement or alleged untrue statement of a material fact relating to Healthworld or any of the other company forming a part of the Healthworld Plan of Organization contained in any preliminary prospectus, the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a material fact relating to Healthworld or any other company forming a part of the Healthworld Plan of Organization required to be stated therein or necessary to make the statements therein not misleading, or 11.2.4 any representation or warranty relating to Healthworld's right, authority or capacity to enter into and consummate the terms of this Agreementmatters described on Schedule 11.2.4.

Indemnification by Healthworld. Healthworld covenants and agrees that it will indemnify, defend, protect and hold harmless the U.K. Stockholder U.S. Stockholders at all times from and after the date of this Agreement until the Expiration Date, from and against all claims, damages, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys, fees and expenses of investigation) incurred by the U.K. Stockholder U.S. Stockholders as a result of or arising from:: Healthworld Agreement and Plan of Organization/US Draft of August 27, 1997 ------------------------------------------------------------------------------- 11.2.1 any breach by Healthworld of its representations and warranties set forth herein or on the Disclosure Schedules or certificates delivered by it in connection herewith;attached hereto, 11.2.2 any breach of any covenant or agreement on .on the part of Healthworld under this Agreement, 11.2.3 any liability under the 1933 Act, the 1934 Act or other Federal or state law or regulation, at common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a material fact relating to Healthworld or any of the other company forming a part of the Healthworld Plan of Organization contained in any preliminary prospectus, the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a material fact relating to Healthworld or any other company forming a part of the Healthworld Plan of Organization required to be stated therein or necessary to make the statements therein not misleading, or 11.2.4 any representation or warranty relating to Healthworld's right, authority or capacity to enter into and consummate the terms of this Agreementmatters described on Schedule 11.2(iv).

Indemnification by Healthworld. Healthworld covenants and agrees that it will indemnify, defend, protect and hold harmless the U.K. Stockholder at all times from and after the date of this Agreement until the Expiration Date, from and against all claims, damages, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys, fees and expenses of investigation) incurred by the U.K. Stockholder as a result of or arising from: 11.2.1 any breach by Healthworld of its representations and warranties set forth herein or on the Disclosure Schedules or certificates delivered by it in connection herewith; 11.2.2 any breach of any covenant or agreement on the part of Healthworld under this Agreement,, or 11.2.3 any liability under the 1933 Act, the 1934 Act or other Federal or state law or regulation, at common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a material fact relating to Healthworld or any of the other company forming a part of the Healthworld Plan of Organization contained in any preliminary prospectus, the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a material fact relating to Healthworld or any other company forming a part of the Healthworld Plan of Organization required to be stated therein or necessary to make the statements therein not misleading, or 11.2.4 any representation or warranty relating to Healthworld's right, authority or capacity to enter into and consummate the terms of this Agreement.

Indemnification by Healthworld. Healthworld covenants and agrees that it will indemnify, defend, protect and hold harmless the U.K. Stockholder at all times from and after the date of this Agreement until the Expiration Date, from and against all claims, damages, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys, fees and expenses of investigation) incurred by the U.K. Stockholder as a result of or arising from: 11.2.1 any breach by Healthworld of its representations and warranties set forth herein or on the Disclosure Schedules or certificates delivered by it in connection herewith; 11.2.2 any breach of any covenant or agreement on the part of Healthworld under this Agreement, 11.2.3 any liability under the 1933 Act, the 1934 Act or other Federal or state law or regulation, at common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a material fact relating to Healthworld or any of the other company forming a part of the Healthworld Plan of Organization contained in any -40- Healthworld Agreement and Plan of Organization/Garnham -------------------------------------------------------------------------------- preliminary prospectus, the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a material fact relating to Healthworld or any other company forming a part of the Healthworld Plan of Organization required to be stated therein or necessary to make the statements therein not misleading, or 11.2.4 any representation or warranty relating to Healthworld's right, authority or capacity to enter into and consummate the terms of this Agreement.

Indemnification by Healthworld. Healthworld covenants and agrees that it will indemnify, defend, protect and hold harmless the U.K. Stockholder U.S. Stockholders at all times from and after the date of this Agreement until the Expiration Date, from and against all claims, damages, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys, fees and expenses of investigation) incurred by the U.K. Stockholder U.S. Stockholders as a result of or arising from: 11.2.1 any breach by Healthworld of its representations and warranties set forth herein or on the Disclosure Schedules or certificates delivered by it in connection herewith;attached hereto, 11.2.2 any breach of any covenant or agreement on .on the part of Healthworld under this Agreement, 11.2.3 any liability under the 1933 Act, the 1934 Act or other Federal or state law or regulation, at common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a material fact relating to Healthworld or any of the other company forming a part of the Healthworld Plan of Organization contained in any preliminary prospectus, the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a material fact relating to Healthworld or any other company forming a part of the Healthworld Plan of Organization required to be stated therein or necessary to make the statements therein not misleading, or 11.2.4 any representation or warranty relating to Healthworld's right, authority or capacity to enter into and consummate the terms of this Agreement.

Indemnification by Healthworld. Healthworld covenants and agrees that it will indemnify, defend, protect and hold harmless the U.K. Stockholder at all times from and after the date of this Agreement until the Expiration Date, from and against all claims, damages, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys, fees and expenses of investigation) incurred by the U.K. Stockholder as a result of or arising from:: Healthworld Agreement and Plan of Organization/UK Draft of August 27, 1997 ------------------------------------------------------------------------------- 11.2.1 any breach by Healthworld of its representations and warranties set forth herein or on the Disclosure Schedules or certificates delivered by it in connection herewith; 11.2.2 any breach of any covenant or agreement on the part of Healthworld under this Agreement, 11.2.3 any liability under the 1933 Act, the 1934 Act or other Federal or state law or regulation, at common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a material fact relating to Healthworld or any of the other company forming a part of the Healthworld Plan of Organization contained in any preliminary prospectus, the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a material fact relating to Healthworld or any other company forming a part of the Healthworld Plan of Organization required to be stated therein or necessary to make the statements therein not misleading, or 11.2.4 any representation or warranty relating to Healthworld's right, authority or capacity to enter into and consummate the terms of this Agreementmatters described on Schedule 11.2.4.