Common use of INDEMNIFICATION BY PSC AND PARENT Clause in Contracts

INDEMNIFICATION BY PSC AND PARENT. PSC and Parent jointly and severally (for purposes of this Section 8.2 and, to the extent applicable, Section 8.4, "Indemnitor"), shall indemnify and hold Seller and Shareholders, and their respective agents, employees, legal representatives, successors and assigns (each of the foregoing, including Seller and Shareholders, for purposes of this Section 8.2 and, to the extent applicable, Section 8.4, an "Indemnified Person"), harmless from and against any and all liabilities, losses, claims, damages, actions, suits, costs, deficiencies and expenses (including, but not limited to, reasonable fees and disbursements of counsel through appeal) arising from or by reason of or resulting from any breach by Indemnitor of any representation, warranty, agreement or covenant made by Indemnitor contained in this Agreement (including the Exhibits hereto) and each document, certificate or other instrument furnished or to be furnished by Indemnitor hereunder, excluding, however, any and all liabilities of Seller or the Shareholders which are not expressly assumed by PSC under this Agreement.

Appears in 4 contracts

Samples: Asset Acquisition Agreement (Physicians Specialty Corp), Asset Acquisition Agreement (Physicians Specialty Corp), Asset Acquisition Agreement (Physicians Specialty Corp)

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INDEMNIFICATION BY PSC AND PARENT. PSC and Parent jointly and severally (for purposes of this Section 8.2 and, to the extent applicable, Section 8.4, "Indemnitor"), shall indemnify and hold Seller Shareholder (and Shareholders, and their his respective agents, employees, legal representatives, successors and assigns (each of the foregoing, including Seller and Shareholders, for purposes of this Section 8.2 and, to the extent applicable, Section 8.4, an "Indemnified Person"), ) harmless from and against any and all liabilities, losses, claims, damages, actions, suits, costs, deficiencies and expenses (including, but not limited to, reasonable fees and disbursements of counsel through appeal) arising from or by reason of or resulting from any breach by Indemnitor of any representation, warranty, agreement or covenant made by Indemnitor contained in this Agreement (including the Exhibits hereto) and each document, certificate or other instrument furnished or to be furnished by Indemnitor hereunder, excluding, however, any and all liabilities of Seller or the Shareholders Shareholder which are not expressly assumed by PSC and Parent under this Agreement.

Appears in 1 contract

Samples: Acquisition Agreement (Physicians Specialty Corp)

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INDEMNIFICATION BY PSC AND PARENT. PSC and Parent jointly and severally (for purposes of this Section 8.2 and, to the extent applicable, Section 8.4, "Indemnitor"), shall indemnify and hold Seller and ShareholdersShareholder, and their respective agents, employees, legal representatives, successors and assigns (each of the foregoing, including Seller and ShareholdersShareholder, for purposes of this Section 8.2 and, to the extent applicable, Section 8.4, an "Indemnified Person"), harmless from and against any and all liabilities, losses, claims, damages, actions, suits, costs, deficiencies and expenses (including, but not limited to, reasonable fees and disbursements of counsel through appeal) arising from or by reason of or resulting from any breach by Indemnitor of any representation, warranty, agreement or covenant made by Indemnitor contained in this Agreement (including the Exhibits hereto) and each document, certificate or other instrument furnished or to be furnished by Indemnitor hereunder, excluding, however, any and all liabilities of Seller or the Shareholders Shareholder which are not expressly assumed by PSC under this Agreement.

Appears in 1 contract

Samples: Asset Acquisition Agreement (Physicians Specialty Corp)

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