Common use of Indemnification by Xxxxx Clause in Contracts

Indemnification by Xxxxx. Buyer shall indemnify and save and hold the Seller and Principal Owners, successors, and assigns (the “Seller Indemnitees”), harmless from and against any and all damages, claims, demands, obligations, liabilities, losses, costs, expenses (including all reasonable attorneys’ fees and expenses of investigation incurred by the Seller Indemnitees in any Action or proceeding between Buyer and the Seller Indemnitees or between the Seller Indemnitees and any third party or otherwise), deficiencies, interests, penalties, impositions, assessments and/ or fines (collectively, “Seller Losses”), whether or not in connection with a third-party claim, arising out of, resulting from or related to (each “Buyer’s Events of Breach”): (i) any breach of any representation or warranty made by the Buyer in this Agreement or the other Transaction Documents; and (ii) all acts and omissions in the conduct of the Company and the Business on and after Closing and indemnifies, and must keep indemnified, the Seller Indemnitees against any loss arising in respect of any such acts or omissions after Closing including liability arising out of defects in products sold or services provided by the Buyer after Closing. This indemnity extends to liability that may arise as a result of any of the products so sold or advice given being defective; (iii) any breach of any covenant or other agreement made by Seller in Section 7(b) of this Agreement, provided, however, that Buyer shall not be liable to make any payment in respect of a claim for indemnification in respect of any breach of any representation or warranty made by the Buyer in this Agreement or the other Transaction Documents until the aggregate of such Seller Losses shall exceed $5,000 (“Threshold”). Once such Seller Losses shall exceed such $5,000 Threshold (“Basket”), the Seller Indemnitees shall have the right to indemnification hereunder, and Buyer and/or its members shall be required to make payment to the Seller Indemnitees in respect of such claim to the full extent of such Seller Losses without reference to or deduction for the $5,000 Threshold up to an aggregate liability cap equal to the value of Cash Consideration as set out in this Agreement (“Cap”), provided, however, that the Basket and Cap shall not apply (and Buyer and its members shall be fully liable) in the case of any claims based on fraud, bad faith, criminal conduct, intentional misrepresentation, or willful misconduct (“Bad Conduct”) or (ii) indemnification under Sections 12(a)(ii) and 12(a)(iii). Notwithstanding anything to the contrary in this Agreement, Seller Indemnitees’ right to indemnification in this Section 12(a) will not apply to the extent that the Seller Losses arise out of or in connection with a Seller Event of Breach.

Indemnification by Xxxxx. Buyer shall indemnify covenants and save agrees to indemnify, defend, protect and hold the harmless Seller and Principal Owners, successorsSplit-Off Subsidiary, and assigns their respective officers, directors, employees, shareholders, agents, representatives and Affiliates (collectively, the “Seller IndemniteesIndemnified Parties”), harmless ) at all times from and after the date of this Agreement from and against any and all losses, liabilities, damages, claims, actions, suits, proceedings, demands, obligationsassessments, liabilitiesadjustments, losses, costs, costs and expenses (including all specifically, but without limitation, reasonable attorneys’ fees and expenses of investigation incurred by the Seller Indemnitees in any Action or proceeding between Buyer and the Seller Indemnitees or between the Seller Indemnitees and any third party or otherwise), deficiencies, interests, penalties, impositions, assessments and/ or fines (collectively, “Seller Losses”investigation), whether or not in connection with involving a third-third party claimclaim and regardless of any negligence of any Seller Indemnified Party (collectively, “Losses”), incurred by any Seller Indemnified Party as a result of or arising out of, resulting from or related to (each “Buyer’s Events of Breach”): (i) any breach of any representation the representations and warranties of Buyer set forth herein or warranty made by the Buyer in this Agreement or the other Transaction Documents; and certificates delivered in connection herewith, (ii) all acts and omissions in the conduct of the Company and the Business on and after Closing and indemnifies, and must keep indemnified, the Seller Indemnitees against any loss arising in respect breach or nonfulfillment of any such acts covenant or omissions after Closing agreement (including liability arising out any other agreement of defects Buyer to indemnify set forth in products sold or services provided by this Agreement) on the part of Buyer after Closing. This indemnity extends to liability that may arise as a result of any of the products so sold or advice given being defective; under this Agreement, (iii) any breach Assigned Asset or Assigned Liability or any other debt, liability or obligation of Split-Off Subsidiary, (iv) the conduct and operations, whether before or after Closing, of (A) the business of Seller pertaining to the Assigned Assets and Assigned Liabilities or (B) the business of Split-Off Subsidiary, (v) claims asserted, whether before or after Closing, (A) against Split-Off Subsidiary or (B) pertaining to the Assigned Assets and Assigned Liabilities, or (vi) any covenant federal or other agreement made state income tax payable by Seller in Section 7(b) of or Split-Off Subsidiary and attributable to the transactions contemplated by this Agreement, provided, however, that Buyer shall not be liable to make any payment in respect of a claim for indemnification in respect of any breach of any representation or warranty made by the Buyer in this Agreement or the other Transaction Documents until the aggregate of such Seller Losses shall exceed $5,000 (“Threshold”). Once such Seller Losses shall exceed such $5,000 Threshold (“Basket”), the Seller Indemnitees shall have the right to indemnification hereunder, and Buyer and/or its members shall be required to make payment to the Seller Indemnitees in respect of such claim to the full extent of such Seller Losses without reference to or deduction for the $5,000 Threshold up to an aggregate liability cap equal to the value of Cash Consideration as set out in this Agreement (“Cap”), provided, however, that the Basket and Cap shall not apply (and Buyer and its members shall be fully liable) in the case of any claims based on fraud, bad faith, criminal conduct, intentional misrepresentation, or willful misconduct (“Bad Conduct”) or (ii) indemnification under Sections 12(a)(ii) and 12(a)(iii). Notwithstanding anything to the contrary in this Agreement, Seller Indemnitees’ right to indemnification in this Section 12(a) will not apply to the extent that the Seller Losses arise out of or in connection with a Seller Event of Breach.

Indemnification by Xxxxx. Buyer shall From and after the Closing, Xxxxx hereby ------------------------ agrees to defend, indemnify and save and hold the Seller and Principal OwnersFourmall, its Affiliates, successors, assigns, shareholders, members, officers, directors, nominees, designees, employees, agents, managers, advisors, trustees, fiduciaries, and assigns (the “Seller Indemnitees”), investment advisers and any owner of any legal or beneficial interests in Fourmall harmless from and against against, and reimburse Fourmall for, any and all damagesDamages which they may sustain at any time by reason of (a) the breach or inaccuracy of or failure to comply with, claims, demands, obligations, liabilities, losses, costs, expenses (including all reasonable attorneys’ fees and expenses or the existence of investigation incurred by any facts resulting in the Seller Indemnitees in any Action or proceeding between Buyer and the Seller Indemnitees or between the Seller Indemnitees and any third party or otherwise), deficiencies, interests, penalties, impositions, assessments and/ or fines (collectively, “Seller Losses”), whether or not in connection with a third-party claim, arising out inaccuracy of, resulting from any of the warranties, representations, conditions, covenants or related to (each “Buyer’s Events agreements of Breach”): (i) any breach of any representation or warranty made by the Buyer Xxxxx Parties contained in this Agreement or the other Transaction Documents; and (ii) all acts and omissions in the conduct of the Company and the Business on and after Closing and indemnifiesany agreement or document delivered pursuant thereto or in connection therewith, and must keep indemnified, the Seller Indemnitees against any loss arising in respect of any such acts or omissions after Closing including liability arising out of defects in products sold the consummation of the transactions contemplated under this Agreement, (b) any Liabilities or services provided by Actions under any Environmental Laws relating to any event, action or failure to act which occurred prior to the Buyer after Closing. This indemnity extends to liability that Closing Date, including, but not limited to, any preexisting conditions or odors at or emanating from the Property, and any Damages resulting therefrom which may arise as a result after the Closing Date, (c) any Taxes accrued or incurred on or prior to the Closing Date or relating to the business, operations or assets of the LLC or any Xxxxx Party for periods through and including the Closing Date, (d) the operations of the Property, the Owner LLCs or the Holding LLCs prior to the Closing Date, including any services rendered, actions taken or misapplication of security deposits or (e) any Liabilities of the LLC, the Owner LLCs, the Holding LLCs or any of their Affiliates, any of their predecessors-in-interest, any of the products so sold prior owners of the Property, or advice given being defective; their beneficial owners, arising or accruing prior to the date hereof (iii) any breach of any covenant or other agreement made by Seller in Section 7(b) of this Agreement, provided, however, that Buyer shall not be liable to make any payment in respect of a claim for indemnification in respect of any breach of any representation or warranty made by than the Buyer in this Agreement or the other Transaction Documents until the aggregate of such Seller Losses shall exceed $5,000 (“Threshold”). Once such Seller Losses shall exceed such $5,000 Threshold (“Basket”Mortgages), the Seller Indemnitees shall have the right to indemnification hereunderincluding without limitation, transfer and Buyer and/or its members shall be required to make payment to the Seller Indemnitees in respect of such claim to the full extent of such Seller Losses without reference to or deduction for the $5,000 Threshold up to an aggregate liability cap equal to the value of Cash Consideration as set out in this Agreement (“Cap”)recordation taxes, providedEmployment Liabilities, however, that the Basket deed and Cap shall not apply (stamp taxes and Buyer and its members shall be fully liable) in the case of any claims based on fraud, bad faith, criminal conduct, intentional misrepresentation, or willful misconduct (“Bad Conduct”) or (ii) indemnification under Sections 12(a)(ii) and 12(a)(iii). Notwithstanding anything to the contrary in this Agreement, Seller Indemnitees’ right to indemnification in this Section 12(a) will not apply to the extent that the Seller Losses arise out of or in connection with a Seller Event of Breachother similar taxes.

Indemnification by Xxxxx. Buyer shall expressly agrees to defend, indemnify and save and hold the harmless Seller and Principal Ownersits affiliated or related companies, and their successors, assigns, directors, officers, employees, representatives and assigns agents (the each an “Seller IndemniteesIndemnitee”), harmless ) from and against any and all damages, claims, demands, obligations, liabilities, losses, costsliability, damages and expenses (including all reasonable attorneys’ but not limited to attorney’s fees and expenses costs of investigation incurred by the Seller Indemnitees in any Action or proceeding between Buyer and the Seller Indemnitees or between the Seller Indemnitees and any third party or otherwise), deficiencies, interests, penalties, impositions, assessments and/ or fines defense (collectively, “Seller LossesClaims” and individually, “Claim”)) arising from, whether related to, or not in connection any way connected with a third-party claim, arising out of, resulting or alleged to arise from or related to out of (each “Buyer’s Events of Breach”): (ia) any asserted deficiencies or defects in the Products caused by any alteration or modification thereof by Buyer with or without Seller’s consent, or improper handling or storage by Buyer, (b) the breach of any representation term or warranty made condition stated herein, (c) Buyer’s failure to label the Products or Buyer’s improper labeling of the Products regardless of whether the labeling was done with or without the advice of Seller, or (d) any act of omission of Buyer; including without limiting the generality of the foregoing, any Claims for or resulting from any injury to person (including death) or damage to property (including loss of use thereof and consequential damages therefrom) or for economic loss; and irrespective of whether such Claim is caused, or alleged to be caused, in whole or in part by the Buyer negligence, breach of contract or warranty, or any other breach of duty by Seller, or whether such Claim is asserted under a strict or other product liability theory or any other legal theory, or whether it is alleged that Seller or agents of Seller, in this Agreement any way contributed to the alleged wrongdoing, or the other Transaction Documents; and (ii) all acts and omissions in the conduct is liable due to a nondelegable duty, incurred or sustained by Indemnitees or any of the Company and the Business on and after Closing and indemnifies, and must keep indemnified, the Seller Indemnitees against any loss arising in respect of any such acts or omissions after Closing including liability arising out of defects in products sold or services provided by the Buyer after Closing. This indemnity extends to liability that may arise them as a result of any injury to persons or damage to or loss of the products so sold or advice given being defective; (iii) any breach of any covenant or other agreement made by Seller in Section 7(b) of this Agreementproperty. THIS INDEMNITY SHALL BE BROADLY CONSTRUED, SHALL APPLY TO THE FULLEST EXTENT ALLOWED BY LAW, AND SHALL APPLY REGARDLESS OF WHETHER IT IS ALLEGED THAT THE INDEMNITEES WERE SOLELY NEGLIGENT, THAT BUYER WAS SOLELY NEGLIGENT, THAT THE INDEMNITEES AND THE BUYER WERE JOINTLY NEGLIGENT, OR OTHERWISE; provided, however, that however Buyer may not be obligated to indemnify Indemnitees for sole negligence or willful misconduct where such indemnification is contrary to law. The foregoing indemnification shall not be liable construed to make any payment in respect of a claim for indemnification in respect of any breach of any representation or warranty made by the Buyer in this Agreement or the other Transaction Documents until the aggregate of such Seller Losses shall exceed $5,000 (“Threshold”). Once such Seller Losses shall exceed such $5,000 Threshold (“Basket”), the Seller Indemnitees shall have the right to indemnification hereunder, and Buyer and/or its members shall be required to make payment to the Seller Indemnitees in respect of such claim to the full extent of such Seller Losses without reference to or deduction for the $5,000 Threshold up to an aggregate liability cap equal to the value of Cash Consideration as set out in this Agreement (“Cap”), provided, however, that the Basket and Cap shall not apply (and Buyer and its members shall be fully liable) in the case of any claims based on fraud, bad faith, criminal conduct, intentional misrepresentation, or willful misconduct (“Bad Conduct”) or (ii) indemnification under Sections 12(a)(ii) and 12(a)(iii). Notwithstanding anything to the contrary in this Agreement, Seller Indemnitees’ right to indemnification in this Section 12(a) will not apply to the extent that the Seller Losses arise out of eliminate or in connection with a Seller Event of Breachany way reduce any other indemnification or right which any Indemnitee has by law.

Indemnification by Xxxxx. Buyer shall From and after the Closing, ------------------------ Xxxxx will indemnify and save hold harmless TCI and hold its shareholders and its and their respective Affiliates and the Seller and Principal Ownersshareholders, successorsofficers, directors, employees, agents, successors and assigns (and any Person claiming by or through any of them, as the “Seller Indemnitees”)case may be, harmless from and against any and all damages, claims, demands, obligations, liabilities, losses, costs, expenses (including all reasonable attorneys’ fees and expenses of investigation incurred by the Seller Indemnitees in any Action or proceeding between Buyer and the Seller Indemnitees or between the Seller Indemnitees and any third party or otherwise), deficiencies, interests, penalties, impositions, assessments and/ or fines (collectively, “Seller Losses”), whether or not in connection with a third-party claim, Losses arising out of, of or resulting from or related to (each “Buyer’s Events of Breach”): (ia) any breach of any representation or warranty made by the Buyer Xxxxx in this Agreement or the other Transaction Documents; and (ii) all acts and omissions in the conduct of the Company and the Business on and after Closing and indemnifiesTransaction Documents delivered by Xxxxx, and must keep indemnified, the Seller Indemnitees against any loss arising in respect of any such acts or omissions after Closing including liability arising out of defects in products sold or services provided by the Buyer after Closing. This indemnity extends to liability that may arise as a result of any of the products so sold or advice given being defective; (iiib) any breach of any covenant covenant, agreement or other agreement made by Seller in Section 7(b) obligation of this Agreement, provided, however, that Buyer shall not be liable to make any payment in respect of a claim for indemnification in respect of any breach of any representation or warranty made by the Buyer Xxxxx contained in this Agreement or in the other Transaction Documents until delivered by Xxxxx, (c) any act or omission of Xxxxx with respect to, or any event or circumstance related to, the aggregate ownership or operation of the Xxxxx Assets or the conduct of the Xxxxx Cable Business, which act, omission, event or circumstance occurred or existed prior to or at the Closing Time, without regard to whether a claim with respect to such matter is asserted before or after the Closing Time, including any matter described on SCHEDULE 5.11, (d) any liability or obligation not included in the TCI Assumed Obligations and Liabilities, (e) any Title Defect Xxxxx fails to eliminate as an exception from a Title Commitment, (f) any claim that the transactions contemplated by this Agreement violate WARN or any similar Legal Requirement or any bulk transfer or fraudulent conveyance laws of any jurisdiction, (g) the presence, generation, removal or transportation of a Hazardous Substance on or from any of the Xxxxx Owned Property or Xxxxx Leased Property through and including the Closing Time, including the costs of removal or clean-up of such Seller Losses shall exceed $5,000 Hazardous Substance and other compliance with the provisions of any Environmental Laws (“Threshold”). Once such Seller Losses shall exceed such $5,000 Threshold (“Basket”whether before or after Closing), the Seller Indemnitees shall have the right to indemnification hereunder(h) any rate refund or credit, and Buyer penalty and/or its members shall be required to make interest payment with respect thereto ordered by any Governmental Authority with respect to the Seller Indemnitees in respect Xxxxx Systems for periods through and including the Closing Time or (i) the failure of Xxxxx to perform the Xxxxx Assumed Obligations and Liabilities. In the event that an indemnified item arises under both clause (a) and under one or more of clauses (b) through (i) of this Section, TCI's rights to pursue its claim under clauses (b) through (i), as applicable, will exist notwithstanding the expiration of the Survival Period applicable to such claim to the full extent of such Seller Losses without reference to or deduction for the $5,000 Threshold up to an aggregate liability cap equal to the value of Cash Consideration as set out in this Agreement under clause (“Cap”a), provided, however, that the Basket and Cap shall not apply (and Buyer and its members shall be fully liable) in the case of any claims based on fraud, bad faith, criminal conduct, intentional misrepresentation, or willful misconduct (“Bad Conduct”) or (ii) indemnification under Sections 12(a)(ii) and 12(a)(iii). Notwithstanding anything to the contrary in this Agreement, Seller Indemnitees’ right to indemnification in this Section 12(a) will not apply to the extent that the Seller Losses arise out of or in connection with a Seller Event of Breach.

Indemnification by Xxxxx. Buyer From and after the Closing (but subject to the provisions of this ARTICLE 9), Xxxxx shall indemnify Sellers and save their Affiliates, officers, directors, members, partners (general and limited), managers, employees, agents and other Representatives thereof as well as the successors, assigns, heirs and personal representatives of the foregoing (each a “Seller Indemnitee”) and hold the Seller and Principal Owners, successors, and assigns (the “Seller Indemnitees”), them harmless from and against any and all damages, claims, demands, obligations, liabilities, losses, costs, expenses (including all reasonable attorneys’ fees and expenses of investigation Losses actually incurred by the Seller Indemnitees in any Action or proceeding between Buyer and to the Seller Indemnitees or between the Seller Indemnitees and any third party or otherwise), deficiencies, interests, penalties, impositions, assessments and/ or fines (collectively, “Seller Losses”), whether or not in connection with a third-party claim, extent arising out of, resulting from or related to (each “Buyer’s Events of Breach”): (i) any breach of any representation or warranty made by of the Buyer Fundamental Representations contained in this Agreement or ARTICLE 5, and the other Transaction Documents; and (ii) all acts representations and omissions warranties in the conduct of the Company and the Business on and after Closing and indemnifies, and must keep indemnified, the Seller Indemnitees against any loss arising in respect of any such acts or omissions after Closing including liability arising out of defects in products sold or services provided by the Buyer after Closing. This indemnity extends to liability that may arise as a result of any of the products so sold or advice given being defective; (iii) any breach of any covenant or other agreement made by Seller certificate referenced in Section 7(b2.3(a)(v) of this Agreement, (solely to the extent related to the Fundamental Representations set forth in ARTICLE 5); provided, however, that in connection with any indemnity claim made by a Seller Indemnitee, the Sellers’ Representative shall deliver to Buyer a Notice of Claim with respect to such Losses. In the event Buyer disputes all or any part of such Notice of Claim, Buyer shall deliver, within ten (10) Business Days following its receipt of the Notice of Claim (the “Buyer Dispute Period”), a written demand for direct negotiation (a “Buyer Dispute Notice”) that describes the items contained in the Notice of Claim with which Buyer disagrees in reasonable detail. If Buyer does not provide the Sellers’ Representative with a Buyer Dispute Notice within the Buyer Dispute Period, then Buyer shall not be liable entitled to make dispute any payment of the Losses set forth in respect the applicable Notice of Claim thereafter. In the event Xxxxx provides the Sellers’ Representative with a claim for indemnification Buyer Dispute Notice, Xxxxx and the Sellers’ Representative shall attempt in respect of any breach of any representation or warranty made good faith to resolve such dispute through direct negotiations. No settlement reached in such negotiations under this Section 9.3 shall be binding until reduced to a writing signed by the Buyer in this Agreement or and the other Transaction Documents until Sellers’ Representative. If the aggregate dispute is not resolved within twenty (20) Business Days after the date of such Seller Losses shall exceed $5,000 (“Threshold”). Once such Seller Losses shall exceed such $5,000 Threshold (“Basket”)delivery of a Buyer Dispute Notice, the Seller Indemnitees shall have the right to indemnification hereunder, and Buyer and/or its members shall be required to make payment to the Seller Indemnitees in respect of such claim to the full extent of such Seller Losses without reference to or deduction for the $5,000 Threshold up to an aggregate liability cap equal to the value of Cash Consideration as set out in this Agreement (“Cap”), provided, however, that the Basket and Cap shall not apply (and then Buyer and its members the Sellers’ Representative shall be fully liable) resolve such dispute in the case of any claims based on fraud, bad faith, criminal conduct, intentional misrepresentation, or willful misconduct (“Bad Conduct”) or (ii) indemnification under Sections 12(a)(ii) and 12(a)(iii). Notwithstanding anything to the contrary in this Agreement, Seller Indemnitees’ right to indemnification in this accordance with Section 12(a) will not apply to the extent that the Seller Losses arise out of or in connection with a Seller Event of Breach10.14.

Indemnification by Xxxxx. (a) From and after the Closing Date, Buyer shall indemnify and save hold harmless Sellers, CFC and any of their Affiliates (collectively, the "Seller Group") for, from and against all demands, suits, claims, actions or causes of action, assessments, losses, damages, liabilities, costs, judgments and expenses, including, without limitation, interest, penalties, reasonable attorneys' fees, disbursements and expenses, and reasonable consultants' fees, disbursements and expenses (collectively "Seller Losses"), based upon, arising out of, asserted against, resulting to, imposed on, or incurred by the Seller Group, directly or indirectly, from any misrepresentation or breach of any warranty contained in or made by Buyer pursuant to this Agreement or the breach by Buyer of any covenant or agreement to be performed or complied with by Buyer after the Closing including, without limitation, Xxxxx's covenant to satisfy and discharge the Assumed Obligations. In addition to the foregoing, Buyer shall indemnify and hold the Seller and Principal Owners, successors, and assigns (the “Seller Indemnitees”), Group harmless from and against any and all damages, claims, demands, obligations, liabilities, losses, costs, expenses (including all reasonable attorneys’ fees and expenses of investigation Losses incurred by the Seller Indemnitees Group which involve claims made by purchasers or underwriters of Buyer's securities based on the inaccuracy or inadequacy of disclosure contained in any Action prospectus or proceeding between offering circular utilized by Buyer and the Seller Indemnitees or between the Seller Indemnitees and any third party or otherwise), deficiencies, interests, penalties, impositions, assessments and/ or fines (collectively, “Seller Losses”), whether or not in connection with a third-party claiman offering of its securities, arising out ofif the offering circular or prospectus contains the financial statements of the Sellers. The indemnification provided to Buyer in accordance with the preceding sentence shall not be available if the claim is based in whole or in part on the Sellers' financial statements (but not including the Predecessor Financial Statements) and it is determined that such financial statements do not fairly present in all material respects the financial condition, resulting from results of operations or related cash flow of the Sellers at and for the dates and periods presented in the financial statements. The indemnification contained herein with respect to covenants made by Buyer (each “including, without limitation, the covenant to discharge the Assumed Obligations and the covenant set forth in this Section relating to indemnification for inaccurate or inadequate prospectuses or offering circulars of Buyer’s Events of Breach”):'s Parent) shall survive the Closing indefinitely. (ib) In the event that subsequent to the Closing Date, any breach of claim is asserted, any representation event occurs or warranty made by the Buyer in this Agreement any proceeding (including governmental investigations or the other Transaction Documents; and (iiaudits) all acts and omissions in the conduct is instituted relating to any matter as to which any member of the Company and the Business on and Seller Group is entitled to indemnification pursuant to Section 11.5(a), as soon as practicable after Closing and indemnifies, and must keep indemnified, the Seller Indemnitees against Sellers receive any loss arising in respect notice of or otherwise becomes aware of any such acts claim, proceeding or omissions after Closing including liability arising out of defects event, the Sellers shall notify Buyer in products sold or services provided by the Buyer after Closing. This indemnity extends to liability that may arise as a result of any of the products so sold or advice given being defective; (iii) any breach of any covenant or other agreement made by Seller in Section 7(b) of this Agreement, writing; provided, however, that the failure of Sellers to so notify the Buyer shall not relieve the Buyer from any liability under this Section 11.5, except to the extent it is proved that Xxxxx suffered actual prejudice in connection with or in defending against such claim. In case any such action is brought against any member of the Seller Group with respect thereto and Sellers notify the Buyer of the commencement thereof, the 57 Buyer shall be entitled to participate in the defense of such claim and, to the extent Buyer may wish, to assume sole control over the defense and settlement of such action; provided, however, that: (i) the applicable member or members of the Seller Group shall be entitled to participate in the defense of such action and to employ counsel at their own expense to assist in the handling of such action; (ii) the Buyer shall obtain the prior written approval of the applicable member of the Seller Group before entering into any settlement of such action or ceasing to defend against such action; and (iii) the Buyer shall notify Seller of their election to assume control of the defense of any such action within 15 days of receipt of written notice of the action from a member of the Seller Group. After written notice by the Buyer to the Seller Group of its election to assume control of the defense of any such action in accordance with the foregoing, (i) Buyer shall not be liable to make any payment members of the Seller Group for any legal or other expenses (other than expenses of investigation) subsequently incurred by any of such Persons in respect of a claim for indemnification connection therewith except in respect of any breach of any representation cases where Seller shall be advised in writing by reputable legal counsel that they may have legal defenses available to them which are inconsistent with or warranty made by contrary to the legal defenses available to the Buyer in connection with such action, and (ii) as long as the Buyer is reasonably contesting such action in good faith, the members of the Seller Group shall not admit any liability with respect to, or settle, compromise or discharge the claim underlying such action without the prior written consent of the Buyer, which consent may be given or withheld in the sole discretion of the Buyer. If the Buyer elects to assume control over the defense or settlement of an action as provided in this Agreement or the other Transaction Documents until the aggregate of such Seller Losses shall exceed $5,000 (“Threshold”). Once such Seller Losses shall exceed such $5,000 Threshold (“Basket”Section 11.5(b), any member of the Seller Indemnitees Group shall have the right to indemnification hereunderdefend the action and related claims in any reasonable manner as it may deem appropriate and, and Buyer and/or its members shall be required to make payment subject to the Seller Indemnitees limitations set forth in respect of such claim to the full extent of such Seller Losses without reference to or deduction for the $5,000 Threshold up to an aggregate liability cap equal to the value of Cash Consideration as set out in this Agreement (“Cap”Section 11.5(a), provided, however, that the Basket Buyer shall indemnify and Cap shall not apply (and Buyer and its hold harmless the applicable members shall be fully liable) in of the case of any claims based on fraud, bad faith, criminal conduct, intentional misrepresentation, or willful misconduct (“Bad Conduct”) or (ii) indemnification under Sections 12(a)(ii) and 12(a)(iii). Notwithstanding anything to the contrary in this Agreement, Seller Indemnitees’ right to indemnification in this Section 12(a) will not apply Group to the extent that such members are entitled to indemnification pursuant to Section 11.5(a). No member of the Seller Losses arise out Buyer Indemnification Group shall be liable under this Section 11.5 for any settlement or compromise effected without its consent (it being understood and agreed that, in the event no member of the Buyer Indemnification Group elects to assume control over the defense of the action, the members of the Buyer Indemnification Group shall not unreasonably withhold or in connection with a Seller Event of Breachunreasonably delay any such consent).

Indemnification by Xxxxx. Buyer shall Xxxxx will indemnify and save hold Lilly and hold the Seller and Principal Owners, successors, and assigns (the “Seller Indemnitees”), its Affiliates harmless from and against any and all damages, claims, demands, obligations, liabilities, losses, costs, expenses (including all reasonable attorneys’ fees Damages incurred or suffered by Lilly and expenses its Affiliates to the extent caused by or arising out of investigation incurred by the Seller Indemnitees in any Action or proceeding between Buyer and the Seller Indemnitees or between the Seller Indemnitees and any third party or otherwise), deficiencies, interests, penalties, impositions, assessments and/ or fines (collectively, “Seller Losses”), whether or not in connection with a third-party claim, arising out of, resulting from or related to (each “Buyer’s Events of Breach”): (i) with: any breach of any representation or warranty made by Xxxxx in this Agreement, Litigation Agreement, Legal Representation Agreement or the Buyer Manufacturing Agreement; any failure to perform duly and punctually any covenant, agreement or undertaking on the part of Xxxxx contained in this Agreement, the Manufacturing Agreement, the Litigation Agreement or the Legal Representation Agreement, except for Section 6.13 of this Agreement; any Assumed Liabilities; any Xxxxx New Product, Xxxxx New Product Assets or Xxxxx New Product IP infringing or violating the patent rights or other intellectual property rights of Third Persons in the Territory; the manufacturing, handling, possession, marketing, distribution, promotion, sale or use of the Product by Xxxxx or another Xxxxx Permitted Seller after the Closing Date including any Third Person claim alleging breach of any express or implied warranties of merchantability or fitness for a particular purpose or asserting strict liability, except to the extent such Damage is caused by Lilly Error (as defined in the Manufacturing Agreement), by a breach of this Agreement or the other Transaction DocumentsManufacturing Agreement by Lilly, or is an Excluded Liability; and (ii) Galen's failure to comply in all acts material respects with Applicable Laws in connection with the performance of its obligations hereunder or under the Manufacturing Agreement or Galen's or another Permitted Seller's failure to comply with Applicable Laws relating to manufacturing, having manufactured, using, distributing, marketing, co-marketing, promoting, co-promoting, selling and omissions in having sold the conduct of Product or Xxxxx New Products on or after the Company and Closing Date, except to the Business on and after Closing and indemnifies, and must keep indemnified, the Seller Indemnitees against extent that any loss Damages related to or arising in respect of any such acts therefrom are caused by Lilly Error or omissions after Closing including liability arising out of defects in products sold or services provided by the Buyer after Closing. This indemnity extends to liability that may arise as a result of any of the products so sold or advice given being defective; (iii) any breach of any covenant or other agreement made by Seller in Section 7(b) of this Agreement, provided, however, that Buyer shall not be liable to make any payment in respect of a claim for indemnification in respect of any breach of any representation or warranty made by the Buyer in this Agreement or the other Transaction Documents until Manufacturing Agreement by Lilly; the aggregate of such Seller Losses shall exceed $5,000 (“Threshold”). Once such Seller Losses shall exceed such $5,000 Threshold (“Basket”)handling, the Seller Indemnitees shall have the right to indemnification hereunderpossession, and Buyer and/or its members shall be required to make payment to the Seller Indemnitees in respect of such claim to the full extent of such Seller Losses without reference to manufacturing, having manufactured, marketing, co-marketing, distribution, promotion, co-promotion, sale, having sold or deduction for the $5,000 Threshold up to an aggregate liability cap equal to the value of Cash Consideration as set out in this Agreement (“Cap”), provided, however, that the Basket and Cap shall not apply (and Buyer and its members shall be fully liable) in the case use of any claims based on fraudXxxxx New Product by Xxxxx or any other Xxxxx Permitted Seller, bad faithincluding any Third Person claim alleging breach of any express or implied warranties of merchantability or fitness for a particular purpose or asserting strict liability; and the negligence, criminal conduct, intentional misrepresentation, gross negligence or willful misconduct of Xxxxx, its Affiliates or its or its Affiliates' employees, agents or contractors (“Bad Conduct”) or (ii) indemnification under Sections 12(a)(ii) and 12(a)(iiiother than Lilly). Notwithstanding anything to the contrary in this Agreement, Seller Indemnitees’ right to indemnification in this Section 12(a) will not apply to the extent that the Seller Losses arise out of or in connection with a Seller Event of Breach.

Indemnification by Xxxxx. Buyer shall Xxxxx hereby agrees to defend, indemnify and save hold harmless Seller, its officers, directors and hold the Seller employees and Principal Ownersits successors (collectively, successors, and assigns (the “Seller Indemnitees”), harmless ) from and against any and all damageslosses, claims, demandsobligations, obligationsfines, proceedings, deficiencies, liabilities, lossesdamages, costsassessments, expenses (judgments, costs and expenses, including all reasonable attorneys’ fees (both those incurred in connection with the investigation, defense or prosecution of the indemnifiable claim and expenses those incurred in connection with the enforcement of investigation incurred by the Seller Indemnitees in any Action or proceeding between Buyer and the Seller Indemnitees or between the Seller Indemnitees and any third party or otherwise), deficiencies, interests, penalties, impositions, assessments and/ or fines provision) (collectively, “Seller Losses”), whether or not in connection with a third-party claim, arising out ofcaused by, resulting from or related to arising out of (each “Buyer’s Events of Breach”):directly or indirectly) or in connection with: (i) any breach (A) breaches of any representation and warranty hereunder on the part of Xxxxx; and (B) failures by Buyer to perform or warranty made by the Buyer in this Agreement otherwise fulfill any undertaking or the other Transaction Documentsagreement or obligation hereunder; andand/or (ii) all acts and omissions in the conduct operation of the Company and Acquired Business or Acquired Assets after the Business on and after Closing and indemnifies, and must keep indemnified, the Seller Indemnitees against any loss arising in respect of any such acts or omissions after Closing including liability arising out of defects in products sold or services provided by the Buyer after Closing. This indemnity extends to liability that may arise as a result of any of the products so sold or advice given being defective;Date; and/or (iii) any breach liability or obligation that is an Assumed Liability; and/or (iv) any and all actions, suits, proceedings, claims and demands incident to any of any covenant the foregoing or other agreement made by Seller in Section 7(b) of this Agreement, such indemnification; and provided, however, that if any claim, liability, demand, assessment, action, suit or proceeding shall be asserted in respect of which a Seller Indemnitee proposes to demand indemnification (“Seller Indemnified Claims”), Seller or such other Seller Indemnitee shall notify Buyer thereof, provided further, however, that the failure to so notify Buyer shall not be liable reduce or affect Buyer’s obligations with respect thereto except to make the extent that Buyer is materially prejudiced thereby. Subject to rights of or duties to any payment in respect of a claim for indemnification in respect of any breach of any representation insurer or warranty made by the other third person having liability therefor, Buyer in this Agreement or the other Transaction Documents until the aggregate of such Seller Losses shall exceed $5,000 (“Threshold”). Once such Seller Losses shall exceed such $5,000 Threshold (“Basket”), the Seller Indemnitees shall have the right to indemnification hereunder, and Buyer and/or its members shall be required to make payment to the Seller Indemnitees in respect promptly upon receipt of such claim notice to assume the full extent control of the defense, compromise or settlement of any such Seller Losses without reference to or deduction for the $5,000 Threshold up to an aggregate liability cap equal to the value Indemnified Claims, including, at its own expense, employment of Cash Consideration as set out in this Agreement (“Cap”), counsel; provided, however, that the Basket if Buyer shall have exercised its right to assume such control, Seller may, in its sole discretion and Cap shall not apply at its expense, employ counsel to represent it (in addition to counsel employed by Xxxxx) in any such matter, and Buyer and its members in such event counsel selected by Seller shall be fully liable) required to cooperate with such counsel of Buyer in the case such defense, compromise or settlement. <<Remainder of any claims based on fraud, bad faith, criminal conduct, intentional misrepresentation, or willful misconduct (“Bad Conduct”) or (ii) indemnification under Sections 12(a)(ii) and 12(a)(iii). Notwithstanding anything to the contrary in this Agreement, Seller Indemnitees’ right to indemnification in this Section 12(a) will not apply to the extent that the Seller Losses arise out of or in connection with a Seller Event of Breach.Page Left Intentionally Blank >>