Indemnification By OMEGA. Subject to the limitations set forth in Section 9.3, OMEGA, jointly and severally, each agrees to defend, indemnify and hold Xx. 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. 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, jointly and severally, each OMEGA agrees to defend, indemnify and hold Xx. Xxxxx 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. Xxxxx 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 Plan of Merger (Omega Orthodontics Inc)
Indemnification By OMEGA. Subject to the limitations set forth in Section 9.3, OMEGA, jointly and severally, each OMEGA agrees to defend, indemnify and hold Xx. Xxxxx 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. Xxxxx 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)
Indemnification By OMEGA. Subject to the limitations set forth in Section 9.3, OMEGA, jointly and severally, each OMEGA agrees to defend, indemnify and hold Xx. Xxxxx 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. Xxxxx 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
Indemnification By OMEGA. Subject to the limitations set forth in Section 9.3, OMEGA, jointly and severally, each OMEGA agrees to defend, indemnify and hold Xx. Xxxxx 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. Xxxxx 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)
Indemnification By OMEGA. Subject to the limitations set forth in Section 9.3, OMEGA, jointly and severally, each agrees to defend, indemnify and hold Xx. Xxxxx 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. Xxxxx 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)