Common use of Indemnification by the Purchaser Clause in Contracts

Indemnification by the Purchaser. In addition to all other sums due hereunder or provided for in this Agreement, the Purchaser agrees to hold harmless and indemnify the Company and all directors, officers and controlling persons of the Company (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) (individually referred to as an "Indemnified Person") from and against any losses, claims, damages, costs and expenses and liabilities (including attorneys' fees and expenses of investigation) incurred by each Indemnified Person pursuant to any action, suit, proceeding or investigation against any one or more of the Purchaser and such Indemnified Person, and arising out of or in connection with a breach by the Purchaser of any agreement, representation, warranty, covenant or obligation contained in this Agreement or any agreement contemplated hereby or delivered hereunder and any and all costs and expenses incurred by any Indemnified Person in connection with the enforcement of its rights under this Agreement and the agreements contemplated hereby. The Purchaser further agrees, promptly upon demand by an Indemnified Person, from time to time, to reimburse each Indemnified Person for, or pay, any loss, claim, damage, liability or expense as to which the Purchaser has indemnified the Indemnified Person pursuant to this Agreement.

Indemnification by the Purchaser. In addition Subject to all other sums due hereunder or provided for in the terms and conditions of this AgreementArticle VIII, from and after the Closing, the Purchaser agrees and their respective successors and assigns (with respect to any claim made under this Section 8.2, the “Indemnifying Parties”) will jointly and severally indemnify, defend and hold harmless the Seller and indemnify the Company its Affiliates and all their respective officers, directors, officers managers, employees, successors and controlling persons of permitted assigns (with respect to any claim made under this Section 8.2, the Company (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) (individually referred to as an "“Indemnified Person"Parties”) from and against any and all losses, claimsActions, Orders, Liabilities, damages (including consequential damages), diminution in value, Taxes, interest, penalties, Liens, amounts paid in settlement, costs and expenses and liabilities (including reasonable expenses of investigation and court costs and reasonable attorneys' ’ fees and expenses of investigation) incurred by each Indemnified Person pursuant to expenses), (any action, suit, proceeding or investigation against any one or more of the Purchaser and such foregoing, a “Loss”) paid, suffered or incurred by, or imposed upon, any Indemnified Person, and Party to the extent arising in whole or in part out of or in connection with resulting directly or indirectly from (whether or not involving a Third Party Claim): (i) the breach of any representation or warranty made by the Purchaser of any agreement, representation, warranty, covenant or obligation contained Shareholder set forth in this Agreement or in any agreement contemplated hereby or certificate delivered hereunder and any and all costs and expenses incurred by any Indemnified Person in connection with the enforcement of its rights under this Agreement and the agreements contemplated hereby. The Purchaser further agrees, promptly upon demand by an Indemnified Person, from time to time, to reimburse each Indemnified Person for, or pay, any loss, claim, damage, liability or expense as to which the Purchaser has indemnified the Indemnified Person or Shareholder pursuant to this Agreement; (ii) the breach of any covenant or agreement on the part of Purchaser or Shareholder set forth in this Agreement or in any certificate delivered by Purchaser or Shareholder pursuant to this Agreement; (iii) any Action by Person(s) who were holders of equity securities of the Seller, including options, warrants, convertible debt or other convertible securities or other rights to acquire equity securities of the Seller, prior to the Closing arising out of the sale, purchase, termination, cancellation, expiration, redemption or conversion of any such securities; or (iv) any Fraud Claims.

Indemnification by the Purchaser. In addition to all other sums due hereunder or provided for in this Agreement, the Purchaser agrees to hold harmless and indemnify the Company and all directors, officers and controlling persons of the Company (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) (individually referred to as an "Indemnified Person") from and against any losses, claims, damages, costs and expenses and liabilities (including attorneys' fees and expenses of investigation) incurred by each Indemnified Person pursuant to any action, suit, proceeding or investigation against any one or more of the Purchaser and such Indemnified Person, and arising out of or in connection with a breach by the Purchaser of any agreement, representation, warranty, covenant or obligation contained in this Agreement or any agreement contemplated hereby or delivered hereunder and any and all costs and expenses incurred by any Indemnified Person in connection with the enforcement of its rights under this Agreement and the agreements contemplated herebyAgreement. The Purchaser further agrees, promptly upon demand by an Indemnified Person, from time to time, to reimburse each Indemnified Person for, or pay, any loss, claim, damage, liability or expense as to which the Purchaser has indemnified the Indemnified Person pursuant to this Agreement.

Indemnification by the Purchaser. In addition to all other sums due hereunder or provided for in this Agreement, the (a) The Purchaser agrees to hold harmless and Parent shall jointly and severally defend and indemnify the Company Seller and all directors, officers and controlling persons of hold the Company (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) (individually referred to as an "Indemnified Person") Seller wholly harmless from and against any and all losses, claimsliabilities, damages, costs (including, without limitation, court costs and cost of appeal) and expenses and liabilities (including including, without limitation, reasonable attorneys' fees and expenses of investigationexpenses) incurred by each Indemnified Person pursuant that the Seller incurs as a result of, or with respect to or arising from: (i) any action, suit, proceeding inaccuracy in or investigation against any one or more of the Purchaser and such Indemnified Person, and arising out of or in connection with a breach by the Purchaser of any agreement, representation, warranty, covenant or obligation agreement of the Parent or the Purchaser contained in this Agreement to the extent the Seller suffers damage by reason of such breach; (ii) any claim, cause of action, liability or obligation (actual or alleged), of any nature whatsoever of the Parent or the Purchaser arising out of or relating to any act or omission of the Parent or the Purchaser, or any agreement contemplated hereby of their agents, employees, or delivered hereunder officers, occurring on or after the Closing Date, including, without limitation, any claim or cause of action arising out of or relating to any act of negligence, occurring after the Closing Date. (b) The Purchaser and Parent, jointly and severally, shall defend and indemnify the Seller and UAB and hold them wholly harmless from and against any and all losses, liabilities, damages, costs (including, without limitation, court costs and cost of appeal) and expenses incurred by any Indemnified Person in connection with (including, without limitation, reasonable attorneys' fees and expenses ) that the enforcement of its rights under this Agreement and the agreements contemplated hereby. The Purchaser further agrees, promptly upon demand by an Indemnified Person, from time to time, to reimburse each Indemnified Person forSeller or UAB incur as a result of, or pay, with respect to or arising from the acts or omissions of any loss, claim, damage, liability employee of Seller or expense UAB performing services under a consulting or similar agreement with Purchaser or Parent or acting as to which Medical Director or Director of the MSAB of Purchaser has indemnified the Indemnified Person pursuant to this Agreementor Parent.

Indemnification by the Purchaser. In addition Subject to all other sums due hereunder or provided for in the terms and conditions of this AgreementArticle VIII, from and after the Closing, the Purchaser agrees and its respective successors and assigns (with respect to any claim made under this Section 8.2, the “Indemnifying Parties”) will jointly and severally indemnify, defend and hold harmless the Seller and indemnify the Company its Affiliates and all their respective officers, directors, officers managers, employees, successors and controlling persons of permitted assigns (with respect to any claim made under this Section 8.2, the Company (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) (individually referred to as an "“Indemnified Person"Parties”) from and against any and all losses, claimsActions, Orders, Liabilities, damages (including consequential damages), diminution in value, Taxes, interest, penalties, Liens, amounts paid in settlement, costs and expenses and liabilities (including reasonable expenses of investigation and court costs and reasonable attorneys' ’ fees and expenses of investigation) incurred by each Indemnified Person pursuant to expenses), (any action, suit, proceeding or investigation against any one or more of the Purchaser and such foregoing, a “Loss”) paid, suffered or incurred by, or imposed upon, any Indemnified Person, and Party to the extent arising in whole or in part out of or in connection with resulting directly or indirectly from (whether or not involving a Third Party Claim): (i) the breach of any representation or warranty made by the Purchaser of any agreement, representation, warranty, covenant or obligation contained set forth in this Agreement or in any agreement contemplated hereby or certificate delivered hereunder and any and all costs and expenses incurred by any Indemnified Person in connection with the enforcement of its rights under this Agreement and the agreements contemplated hereby. The Purchaser further agrees, promptly upon demand by an Indemnified Person, from time to time, to reimburse each Indemnified Person for, or pay, any loss, claim, damage, liability or expense as to which the Purchaser has indemnified the Indemnified Person pursuant to this Agreement; (ii) the breach of any covenant or agreement on the part of the Purchaser set forth in this Agreement or in any certificate delivered by the Purchaser pursuant to this Agreement; (iii) any Action by Person(s) who were holders of equity securities of the Seller, including options, warrants, convertible debt or other convertible securities or other rights to acquire equity securities of the Seller, prior to the Closing arising out of the sale, purchase, termination, cancellation, expiration, redemption or conversion of any such securities; or (iv) any Fraud Claims.

Indemnification by the Purchaser. In addition From and after the Closing -------------------------------- Date, the Purchaser hereby covenants and agrees to all other sums due hereunder indemnify and hold harmless the Stockholder against and in respect of the following: (i) any liability, loss, damage or provided for in expense resulting from any misrepresentation, breach of warranty or non-fulfillment of any agreement or covenant on the part of Purchaser under this Agreement, or from any misrepresentation in or omission from any certificate or other instrument or document furnished or to be furnished by the Purchaser agrees to hold harmless and indemnify the Company and all directorshereunder; and (ii) any claims, officers and controlling persons actions, suits, or proceedings based upon or arising out of the Company (within the meaning of Section 15 operation of the Securities Act assets or Section 20 of the Exchange Act) (individually referred to as an "Indemnified Person") business herein conveyed from and against any losses, after the date of Closing; and (iii) all claims, damagesactions, costs and expenses and liabilities (including suits, proceedings, demands, assessments, judgements, costs, reasonable attorneys' fees and expenses of investigation) incurred by each Indemnified Person any nature incident to any of the matters indemnified against pursuant to this Section 9.3, including without limitation, all such costs and expenses incurred in the defense thereof or in the enforcement of any action, suit, proceeding or investigation against any one or more rights of the Purchaser and such Indemnified Person, and arising out of or in connection with a breach by Stockholder hereunder. The Stockholder shall notify the Purchaser of any agreement, representation, warranty, covenant or obligation contained in this Agreement or any agreement contemplated hereby or delivered hereunder and any and all costs and expenses incurred by any Indemnified Person in connection with the enforcement of its rights under this Agreement and the agreements contemplated hereby. The Purchaser further agrees, promptly upon demand by an Indemnified Person, from time to time, to reimburse each Indemnified Person for, or pay, any loss, claimasserted liability, damage, liability loss or expense as claimed to which give rise to indemnification hereunder and thereafter the Purchaser has indemnified shall have the Indemnified Person pursuant right to this Agreementdefend, compromise and settle such matter provided that the Stockholder is fully protected from any cost or expense in connection therewith.

Indemnification by the Purchaser. In addition Subject to all other sums due hereunder or provided for in the terms and conditions of this AgreementArticle IX, from and after the Closing, the Purchaser agrees and its respective successors and assigns (with respect to any claim made under this Section 9.2, the “Indemnifying Parties”) will jointly and severally indemnify, defend and hold harmless the Seller and indemnify the Company its Affiliates and all their respective officers, directors, officers managers, employees, successors and controlling persons of permitted assigns (with respect to any claim made under this Section 9.2, the Company (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) (individually referred to as an "“Indemnified Person"Parties”) from and against any and all losses, claimsActions, Orders, Liabilities, damages (including consequential damages), diminution in value, Taxes, interest, penalties, Liens, amounts paid in settlement, costs and expenses and liabilities (including reasonable expenses of investigation and court costs and reasonable attorneys' ’ fees and expenses of investigation) incurred by each Indemnified Person pursuant to expenses), (any action, suit, proceeding or investigation against any one or more of the Purchaser and such foregoing, a “Loss”) paid, suffered or incurred by, or imposed upon, any Indemnified Person, and Party to the extent arising in whole or in part out of or in connection with resulting directly or indirectly from (whether or not involving a Third Party Claim): (i) the breach of any representation or warranty made by the Purchaser of any agreement, representation, warranty, covenant or obligation contained set forth in this Agreement or in any agreement contemplated hereby or certificate delivered hereunder and any and all costs and expenses incurred by any Indemnified Person in connection with the enforcement of its rights under this Agreement and the agreements contemplated hereby. The Purchaser further agrees, promptly upon demand by an Indemnified Person, from time to time, to reimburse each Indemnified Person for, or pay, any loss, claim, damage, liability or expense as to which the Purchaser has indemnified the Indemnified Person pursuant to this Agreement; (ii) the breach of any covenant or agreement on the part of the Purchaser set forth in this Agreement or in any certificate delivered by the Purchaser pursuant to this Agreement; (iii) any Action by Person(s) who were holders of equity securities of the Seller, including options, warrants, convertible debt or other convertible securities or other rights to acquire equity securities of the Seller, prior to the Closing arising out of the sale, purchase, termination, cancellation, expiration, redemption or conversion of any such securities; or (iv) any Fraud Claims.

Indemnification by the Purchaser. In addition to all other sums due hereunder or provided for in this Agreement, the The Purchaser hereby agrees to defend, indemnify and hold harmless the Seller, its subsidiaries and indemnify the Company affiliates, and all their respective past, current, and future officers, directors, officers employees, counsel, agents, and controlling persons equity holders, and each person, if any, who controls, controlled, or will control any of the Company (them within the meaning of Section 15 of the Securities Act or Section 20 20(a) of the Exchange Act) Act (individually referred to as an the "Indemnified PersonSeller Indemnitees") ), from and against any and all losses, claimsliabilities, damages (other than consequential or punitive damages), costs and expenses and liabilities whatsoever (including but not limited to reasonable attorneys' fees of one counsel (and the costs of one local counsel in each jurisdiction requiring local representation) and any and all expenses of investigation) whatsoever incurred by each Indemnified Person pursuant to any actionin investigating, suitpreparing, proceeding or investigation defending against any one litigation, commenced or more of the Purchaser and such Indemnified Personthreatened, or any claim whatsoever, and any claims whatsoever, and any and all amounts paid in settlement of any claim or litigation), as and when incurred, arising out of of, based upon, or in connection with a any misrepresentation or breach of any warranty made by the Purchaser contained in any Operative Document. The foregoing agreement to indemnify shall be in addition to any liability the Purchaser may otherwise have, including without limitation liabilities arising out of any agreement, representation, warranty, covenant or obligation contained in this Agreement or any agreement contemplated hereby or delivered hereunder and any and all costs and expenses incurred by any Indemnified Person in connection with the enforcement of its rights under this Agreement and the agreements contemplated hereby. The Purchaser further agrees, promptly upon demand by an Indemnified Person, from time to time, to reimburse each Indemnified Person for, or pay, any loss, claim, damage, liability or expense as to which the Purchaser has indemnified the Indemnified Person pursuant to this AgreementOperative Document.