Common use of Indemnification by the Physician Parties Clause in Contracts

Indemnification by the Physician Parties. (a) Except as provided in Section 10.1(b) and subject to the limitations set forth in Section 10.6, each of the Physician Parties, jointly and severally, hereby agrees to indemnify, defend and hold the Purchaser and its permitted assignee, and their respective officers, directors, employees and shareholders (collectively, the “Purchaser Indemnified Persons”) harmless from and against all demands, suits, claims, actions or causes of action, assessments, losses, damages, liabilities, liens, settlements, penalties, and forfeitures, and reasonable costs and expenses incident thereto (including reasonable attorneys’ fees) (collectively, the “Indemnity Losses” and individually, an “Indemnity Loss”), asserted against or suffered or incurred, directly or indirectly, by any of the Purchaser Indemnified Persons and resulting from: (i) any material misrepresentation in or material breach of the representations or warranties of any of the Physician Parties or the failure of any of the Physician Parties to perform any of their respective covenants or obligations contained in this Asset Purchase Agreement; (ii) except with respect to any liabilities relating to or arising from the provision of professional medical services (or failure to provide professional medical services), the operation of the Practice by the Clinic prior to the Closing including, but not limited to, any and all obligations or liabilities of any of the Physician Parties of any kind, description or character, direct or indirect, absolute or contingent, known or unknown; or (iii) any liability for Taxes arising out of, or by virtue of, or based on any Physician Party. (b) Notwithstanding the foregoing provisions of Section 10.1(a), the Physician Parties shall not be obligated to jointly and severally indemnify, defend or hold the Purchaser Indemnified Parties harmless from and against any Indemnity Losses asserted against or suffered or incurred by any of the Purchaser Indemnified Parties and resulting from any material misrepresentation in or material breach of any representation of the Physicians contained in Section 4.2 hereof or from the failure of the Physicians to perform any of the Physicians’ covenants or obligations contained in the Non-Competition Agreements. In each of these cases, the Physicians shall severally and not jointly indemnify, defend and hold the Purchaser and its permitted assignee harmless from and against all Indemnity Losses asserted against or suffered or incurred by any of the Purchaser Indemnified Parties and resulting from any material misrepresentation in or material breach of such representations of the Physicians or its permitted assignee or from the failure of the Physicians or permitted assignee to perform any of such covenants or obligations.

Indemnification by the Physician Parties. (a) Except as provided in Section 10.1(b) and subject to the limitations set forth in Section 10.6, each of the Physician Parties, jointly and severally, hereby agrees to indemnify, defend and hold the Purchaser Company, and its permitted assignee, and their respective officers, directors, employees and shareholders (collectively, the “Purchaser Company Indemnified Persons”) harmless from and against all demands, suits, claims, actions or causes of action, assessments, losses, damages, liabilities, liens, settlements, penalties, and forfeitures, and reasonable costs and expenses incident thereto (including reasonable attorneys’ fees) (collectively, the “Indemnity Losses” and individually, an “Indemnity Loss”), asserted against or suffered or incurred, directly or indirectly, by any of the Purchaser Company Indemnified Persons and resulting from: (i) any material misrepresentation in or material breach of the representations or warranties of any of the Physician Parties or the failure of any of the Physician Parties to perform any of their respective covenants or obligations contained in this Master Transaction Agreement or the Asset Purchase AgreementAgreements; (ii) except with respect to any liabilities relating to or arising from the provision of professional medical services (or failure to provide professional medical services), the operation of the Practice by each of the Clinic Clinics prior to the Closing including, but not limited to, any and all obligations or liabilities of any of the Physician Parties of any kind, description or character, direct or indirect, absolute or contingent, known or unknown; or (iii) any liability for Taxes arising out of, or by virtue of, or based on any Physician Party. (b) Notwithstanding the foregoing provisions of Section 10.1(a), the Physician Parties shall not be obligated to jointly and severally indemnify, defend or hold the Purchaser Company Indemnified Parties harmless from and against any Indemnity Losses asserted against or suffered or incurred by any of the Purchaser Company Indemnified Parties and resulting from any material misrepresentation in or material breach of any representation of the Physicians Physician contained in Section 4.2 3.2 hereof or Section 6.6 hereof or from the failure of the Physicians Physician to perform any of the Physicians’ Physician’s covenants or obligations contained in the Non-Competition AgreementsCovenant. In each of these cases, the Physicians Physician shall severally and not jointly indemnify, defend and hold the Purchaser and its permitted assignee Company harmless from and against all Indemnity Losses asserted against or suffered or incurred by any of the Purchaser Company Indemnified Parties and resulting from any material misrepresentation in or material breach of such representations of the Physicians or its permitted assignee Physician or from the failure of the Physicians or permitted assignee Physician to perform any of such covenants or obligations.

Indemnification by the Physician Parties. (a) Except as provided in Section 10.1(b) and subject Subject to the limitations set forth in Section 10.610.06, each of the Physician Parties, jointly and severally, hereby agrees to indemnify, defend and hold the Purchaser and its permitted assigneeRaytel Parties, and their respective officers, directors, employees and shareholders (collectively, the “Purchaser "Raytel Indemnified Persons”") harmless from and against all demands, suits, claims, actions or causes of action, assessments, losses, damages, liabilities, liens, settlements, penalties, and forfeitures, and reasonable costs and expenses incident thereto (including reasonable attorneys’ ' fees) (collectively, the “"Indemnity Losses” " and individually, an “"Indemnity Loss”"), asserted against or suffered or incurred, directly or indirectly, by any of the Purchaser Raytel Indemnified Persons and resulting from: (ia) any material misrepresentation in or material breach of the representations or warranties of any of the Physician Parties or the failure of any of the Physician Parties to perform any of their respective covenants or obligations contained in this Master Transaction Agreement, the Asset Purchase Agreement or the Partnership Interest Purchase Agreement; (iib) except with respect to any those liabilities relating specifically assumed by Raytel Management pursuant to or arising from the provision of professional medical services (or failure to provide professional medical services)Asset Purchase Agreement, the operation of the Practice by the Clinic prior to the Closing including, but not limited to, any and all obligations or liabilities of any of the Physician Parties of any kind, description or character, direct or indirect, absolute or contingent, known or unknown; or, (iiic) any tax liability for Taxes arising out of, or by virtue of, or based on any Physician Party.; or (bd) Notwithstanding any Environmental Claim (as hereinafter defined) arising out of or based upon operation of the foregoing provisions Practice on or prior to the Closing Date. For purposes of Section 10.1(a)this Master Transaction Agreement, the Physician Parties shall term "Environmental Claim" means any liabilities, responsibilities, third party (including private parties, governmental agencies and employees) actions, lawsuits, claims or proceedings (whether they arise under common law or statute or are recognized now or at a later time and regardless of form including strict liability and negligence) that relate to or arise from or in connection with any environmental law or hazardous wastes, including, but not be obligated limited to, any liability which relates to jointly and severally indemnifyor arises from or in connection with any investigation, defend remediation, or hold the Purchaser Indemnified Parties harmless from and against any Indemnity Losses asserted against or suffered or incurred by any of the Purchaser Indemnified Parties and resulting from any material misrepresentation in or material breach removal of any representation of the Physicians contained in Section 4.2 hereof or from the failure of the Physicians to perform any of the Physicians’ covenants or obligations contained in the Non-Competition Agreements. In each of these cases, the Physicians shall severally and not jointly indemnify, defend and hold the Purchaser and its permitted assignee harmless from and against all Indemnity Losses asserted against or suffered or incurred by any of the Purchaser Indemnified Parties and resulting from any material misrepresentation in or material breach of such representations of the Physicians or its permitted assignee or from the failure of the Physicians or permitted assignee to perform any of such covenants or obligationshazardous wastes.

Indemnification by the Physician Parties. (a) Except as provided in Section 10.1(b9.01(b) and subject to the limitations set forth in Section 10.69.06, each of the Physician Parties, jointly and severally, hereby agrees to indemnify, defend and hold the Purchaser and its permitted assigneeAOR Parties, and their respective officers, directors, employees and shareholders (collectively, the “Purchaser "AOR Indemnified Persons”") harmless from and against all demands, suits, claims, actions or causes of action, assessments, losses, damages, liabilities, liens, settlements, penalties, and forfeitures, and reasonable costs and expenses incident thereto (including reasonable attorneys’ ' fees) (collectively, the “"Indemnity Losses” " and individually, an “"Indemnity Loss”"), asserted against or suffered or incurred, directly or indirectly, by any of the Purchaser AOR Indemnified Persons and resulting from: (i) any material misrepresentation in or material breach of the representations or warranties of any of the Physician Parties or the failure of any of the Physician Parties to perform any of their respective covenants or obligations contained in this Asset Purchase Agreement or in any exhibit, schedule, certificate or other instrument or document furnished or to be furnished by any of the Physician Parties pursuant to this Purchase Agreement; (ii) except with respect to any liabilities relating to or arising from the provision of professional medical services (or failure to provide professional medical services), the operation of the Practice by the Clinic prior to the Closing including, but not limited to, any and all obligations or liabilities of any of the Physician Parties of any kind, description or character, direct or indirect, absolute or contingent, known or unknown; or; (iii) any tax liability for Taxes arising out of, or by virtue of, or based on any Physician Party.; (biv) Notwithstanding any Environmental Claim (as hereinafter defined) arising out of or based upon (i) operation of the foregoing provisions of Section 10.1(a), the Physician Parties shall not be obligated to jointly and severally indemnify, defend or hold the Purchaser Indemnified Parties harmless from and against any Indemnity Losses asserted against or suffered or incurred properties covered by any of the Purchaser Indemnified Parties Real Property Leases on or prior to the Closing Date or (ii) operation of the Practice on or prior to the Closing Date. For purposes of this Purchase Agreement, the term "Environmental Claim" means any liabilities, responsibilities, third party (including private parties, governmental agencies and resulting employees) actions, lawsuits, claims or proceedings (whether they arise under common law or statute or are recognized now or at a later time and regardless of form, including strict liability and negligence) which relate to or arise from or in connection with any material misrepresentation Environmental Law or Hazardous Wastes, including, but not limited to, any liability which relates to or arises from or in connection with any investigation, remediation or material breach removal of any representation of the Physicians contained in Section 4.2 hereof or from the failure of the Physicians to perform any of the Physicians’ covenants or obligations contained in the Non-Competition Agreements. In each of these cases, the Physicians shall severally and not jointly indemnify, defend and hold the Purchaser and its permitted assignee harmless from and against all Indemnity Losses asserted against or suffered or incurred by any of the Purchaser Indemnified Parties and resulting from any material misrepresentation in or material breach of such representations of the Physicians or its permitted assignee or from the failure of the Physicians or permitted assignee to perform any of such covenants or obligationsHazardous Wastes.