Common use of Indemnification By OMEGA Clause in Contracts

Indemnification By OMEGA. Subject to the limitations set forth in Section 9.3, OMEGA agrees to defend, indemnify and hold Xx. Xxxxxxx harmless from and against any damages, liabilities, losses and expenses (including reasonable counsel fees) of any kind or nature whatsoever which may be sustained or suffered by Xx. Xxxxxxx based upon a breach of any representation, warranty or covenant made by OMEGA in this Agreement or in any exhibit, certificate, schedule or financial statement delivered hereunder, or by reason of any claim, action or proceeding asserted or instituted growing out of any matter or thing covered by such representations, warranties or covenants.

Appears in 2 contracts

Samples: Affiliation Agreement and Stock Purchase Agreement (Omega Orthodontics Inc), Affiliation Agreement and Agreement and Plan of Merger (Omega Orthodontics Inc)

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Indemnification By OMEGA. Subject to the limitations set forth in Section 9.3, OMEGA OMEGA, jointly and severally, each agrees to defend, indemnify and hold Xx. Xxxxxxx Xxxxx harmless from and against any damages, liabilities, losses and expenses (including reasonable counsel fees) of any kind or nature whatsoever which may be sustained or suffered by Xx. Xxxxxxx Xxxxx based upon a breach of any representation, warranty or covenant made by OMEGA in this Agreement or in any exhibit, certificate, schedule or financial statement delivered hereunder, or by reason of any claim, action or proceeding asserted or instituted growing out of any matter or thing covered by such representations, warranties or covenants.

Appears in 2 contracts

Samples: Affiliation Agreement and Asset Purchase Agreement (Omega Orthodontics Inc), Affiliation Agreement and Asset Purchase Agreement (Omega Orthodontics Inc)

Indemnification By OMEGA. Subject to the limitations set forth in Section 9.3, OMEGA OMEGA, jointly and severally, each agrees to defend, indemnify and hold Xx. Xxxxxxx harmless from and against any damages, liabilities, losses and expenses (including reasonable counsel fees) of any kind or nature whatsoever which may be sustained or suffered by Xx. Xxxxxxx based upon a breach of any representation, warranty or covenant made by OMEGA in this Agreement or in any exhibit, certificate, schedule or financial statement delivered hereunder, or by reason of any claim, action or proceeding asserted or instituted growing out of any matter or thing covered by such representations, warranties or covenants.

Appears in 1 contract

Samples: Affiliation Agreement and Asset Purchase Agreement (Omega Orthodontics Inc)

Indemnification By OMEGA. Subject to the limitations set forth in Section 9.3, OMEGA agrees to defend, indemnify and hold Xx. Xxxxxxx Xxxxxxxxxx harmless from and against any damages, liabilities, losses and expenses (including reasonable counsel fees) of any kind or nature whatsoever which may be sustained or suffered by Xx. Xxxxxxx Xxxxxxxxxx based upon a breach of any representation, warranty or covenant made by OMEGA in this Agreement or in any exhibit, certificate, schedule or financial statement delivered hereunder, or by reason of any claim, action or proceeding asserted or instituted growing out of any matter or thing covered by such representations, warranties or covenants.

Appears in 1 contract

Samples: Affiliation Agreement and Stock Purchase Agreement (Omega Orthodontics Inc)

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Indemnification By OMEGA. Subject to the limitations set forth in Section 9.3, OMEGA agrees to defend, indemnify and hold Xx. Xxxxxxx Xxxxxx harmless from and against any damages, liabilities, losses and expenses (including reasonable counsel fees) of any kind or nature whatsoever which may be sustained or suffered by Xx. Xxxxxxx Xxxxxx based upon a breach of any representation, warranty or covenant made by OMEGA in this Agreement or in any exhibit, certificate, schedule or financial statement delivered hereunder, or by reason of any claim, action or proceeding asserted or instituted growing out of any matter or thing covered by such representations, warranties or covenants.

Appears in 1 contract

Samples: Affiliation Agreement and Agreement and Plan of Merger (Omega Orthodontics Inc)

Indemnification By OMEGA. Subject to the limitations set forth in Section 9.3, OMEGA agrees to defend, indemnify and hold Xx. Xxxxxxx Xxxxxxxxxxx harmless from and against any damages, liabilities, losses and expenses (including reasonable counsel fees) of any kind or nature whatsoever which may be sustained or suffered by Xx. Xxxxxxx Xxxxxxxxxxx based upon a breach of any representation, warranty or covenant made by OMEGA in this Agreement or in any exhibit, certificate, schedule or financial statement delivered hereunder, or by reason of any claim, action or proceeding asserted or instituted growing out of any matter or thing covered by such representations, warranties or covenants.

Appears in 1 contract

Samples: Affiliation Agreement and Agreement and Plan of Merger (Omega Orthodontics Inc)

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