Common use of Indemnification Obligations of the Seller Clause in Contracts

Indemnification Obligations of the Seller. The Seller shall indemnify the Purchaser and its Affiliates (including, after the Closing, the Company), and each of their respective officers, directors, employees, agents, representatives, successors and assigns (each an “Indemnitee”), and save and hold each of them harmless from and against, and pay on behalf of or reimburse any Indemnitee as and when incurred for, all Losses which any Indemnitee may suffer, sustain or become subject to as a result of: (a) any breach of any representation or warranty made by the Seller in Article II or Article III of this Agreement or in any related schedule or exhibit attached to this Agreement (determined in each case without giving effect to any “knowledge,” “material” or “Material Adverse Effect” qualifiers, or qualifiers of similar import, therein); (b) any nonfulfillment or breach of any covenant, agreement or other provisions by or in respect of the Seller under this Agreement; (c) any Acquisition Proposal made prior to the Closing Date by any Person other than the Purchaser; (d) any PRC Taxes imposed on the Purchaser or any of its Affiliates (including, after the Closing, the Group Companies) as a result of the transactions between the Purchaser and the Seller as contemplated by this Agreement (including, as a result of failure to timely pay any Taxes in connection with any Circular 698 Return or any other required payment under any Tax Return required to be filed or otherwise paid by such Seller and its Affiliates); (1) except to the extent included in the calculation of the Actual Working Capital Shortage, all Taxes (or the non-payment thereof) of the Company and its Subsidiaries (A) for all taxable periods ending on or before the Closing Date and the portion through the end of the Closing Date for any taxable period that includes (but does not end on) the Closing Date (the “Pre-Closing Tax Period”); or (B) in respect of or attributable to transactions or events occurring, or contracts or agreements entered into, on or prior to the Closing Date, whether such Taxes arise before or after the Closing Date, (2) any successor or transferee liability or other secondary or other non-primary liability for Taxes imposed on the Purchaser or any of its Affiliates (including, after the Closing, the Group Companies), as a result of transactions or events occurring, or contracts or agreements entered into by the Seller or any Seller Group Company (including under the Restructuring) on or prior to the Closing Date, or as a result of any Group Company being part of or owned by, or ceasing to be part of or owned by, an affiliated, combined, consolidated, unitary or other similar group prior to the Closing, or (3) any Taxes imposed on the Purchaser or any of its Affiliates (including, after the Closing, the Group Companies) as a result of or in connection with the failure of the Seller to file any Tax Return or other report required by Tax law with respect thereto; and (f) the sale of any product prior to the Closing Date by any Seller Group Company in connection with the Third-party Platform Business that infringes any Intellectual Property Right of any Person or with respect to which Tax (including custom duties) failed to be paid in accordance with applicable laws, or which violates any applicable laws as a result of Shanghai Lefeng having not, at the time of such sale, been issued any License required to conduct such sale; provided that, (x) with respect to any claim for indemnification by the Seller except for any claim arising under Section 1.4, the Seller shall not be liable for any such claim unless the aggregate amount of Losses resulting from such claim and any other claim for indemnification brought under this agreement exceeds $500,000 (the “Threshold”), in which case the Seller shall be liable for the full amount of Losses; (y) with respect to any claim for indemnification by the Seller for a breach of any representation or warranty set forth in Article II or Article III, the Seller’s aggregate liabilities for such claims shall not exceed 100% of the Purchase Price; and (z) with respect to any claim for indemnification by the Seller for a breach of any representation or warranty set forth in Article II or Article III other than the Fundamental Representations, all the Seller’s aggregate liabilities for all such claims shall not exceed 50% of the Purchase Price (clauses (y) and (z) are referred to as the “Cap”).

Indemnification Obligations of the Seller. The Subject to the provisions of Section 10.4 below, the Seller shall indemnify and hold harmless each of the Purchaser and its Affiliates (includingBuyer Companies, after the ClosingAmedisys, the Company)Inc., their respective Affiliates, and each of their the respective equity holders, officers, managers, directors, employeesemployees and agents of each (collectively, agents, representatives, successors and assigns (each an the “IndemniteeBuyer Indemnitees”), and save and hold each of them harmless ) from and againstafter the related Closing, and pay on behalf in respect of (a) any Damages (subject to the limitations set forth in this Article X) that any Buyer Indemnitee suffers, sustains or reimburse any Indemnitee as and when incurred for, all Losses which any Indemnitee may suffer, sustain or become becomes subject to as a result of: , arising out of, or in connection with: (ai) any the breach by the Seller of any representation of the covenants or warranty undertakings made by the Seller in Article II or Article III of this Agreement or made by Seller or any of the Principal Stockholders, as the case may be, in any related schedule other Transaction Document (including without limitation the Non-Competition Agreement and the Stockholder Guaranty Agreement), (ii) the inaccuracy or exhibit attached to this Agreement the breach by (determined in each case without giving effect to any “knowledge,” “material” or “Material Adverse Effect” qualifiers, or qualifiers of similar import, therein); (bA) any nonfulfillment or breach the Seller of any covenant, agreement or other provisions by or in respect of the representations and warranties of the Seller under contained in Article VII or VIII or elsewhere in this Agreement; (c) , any Acquisition Proposal made prior to the Closing Date by any Person other than the Purchaser; (d) any PRC Taxes imposed on the Purchaser or any of its Affiliates (including, after the Closing, the Group Companies) as a result of the transactions between the Purchaser and the Seller as contemplated by this Agreement (including, as a result of failure to timely pay any Taxes in connection with any Circular 698 Return related Schedule or any other required payment under any Tax Return required to be filed or otherwise paid by such Seller and its Affiliates); (1) except to the extent included in the calculation of the Actual Working Capital Shortage, all Taxes (or the non-payment thereof) of the Company and its Subsidiaries (A) for all taxable periods ending on or before the Closing Date and the portion through the end of the Closing Date for any taxable period that includes (but does not end on) the Closing Date (the “Pre-Closing Tax Period”); Transaction Document or (B) any of the Principal Stockholders of any of their representations and warranties in respect any Transaction Document to which they are parties; (iii) the conduct of or attributable to transactions or events occurring, or contracts or agreements entered into, on or the Business (other than the West Virginia Assets and the Assets of the Portland Agency if not included in the First Closing) prior to the First Closing Dateand with respect to the West Virginia Assets and the Assets of the Portland Agency, whether such Taxes arise before or after prior to the Closing Daterelated Subsequent Closing, except for the Assumed Liabilities; (2iv) the Retained Liabilities; (v) any successor or transferee liability or other secondary or other non-primary liability for Taxes imposed on the Purchaser or any of its Affiliates (including, after the Closing, the Group Companies), as a result of transactions or events occurring, or contracts or agreements entered into amounts owing by the Seller to Xxxxxxxx Xxxxx Xxxxxx & Xxxxx or any Seller Group Company (including other broker or finder claiming through or under the Restructuring) on or prior to the Closing Date, or as a result of any Group Company being part of or owned by, or ceasing to be part of or owned by, an affiliated, combined, consolidated, unitary or other similar group prior to the Closing, or (3) any Taxes imposed on the Purchaser or any of its Affiliates (including, after the Closing, the Group Companies) as a result of or in connection with the failure of the Seller to file any Tax Return or other report required by Tax law with respect thereto; and (f) the sale of any product prior to the Closing Date by any Seller Group Company in connection with the Third-party Platform Business that infringes any Intellectual Property Right of any Person or with respect to which Tax (including custom duties) failed to be paid in accordance with applicable laws, or which violates any applicable laws as a result of Shanghai Lefeng having not, at the time of such sale, been issued any License required to conduct such sale; provided that, (x) with respect to any claim for indemnification by the Seller except for any claim arising under Section 1.4, the Seller shall not be liable for any such claim unless the aggregate amount of Losses resulting from such claim and any other claim for indemnification brought under this agreement exceeds $500,000 (the “Threshold”), in which case the Seller shall be liable for the full amount of Losses; (y) with respect to any claim for indemnification by the Seller for a breach of any representation or warranty set forth in Article II or Article III, the Seller’s aggregate liabilities for such claims shall not exceed 100% of the Purchase Price; and (zvi) with respect any Litigation related to any claim for indemnification by the Seller for a breach of any representation or warranty set forth in Article II or Article III other than matters described on Schedule 7.11 and the Fundamental Representations, all the Seller’s aggregate liabilities for all such claims shall not exceed 50% of the Purchase Price (clauses (y) matters identified on Schedule 10.2; and (zb) are referred to as the “Cap”)Consequential Damages.

Indemnification Obligations of the Seller. The Seller and Pxxxx shall indemnify each indemnify, defend and hold harmless the Purchaser Buyer and each of its Affiliates (including, after the Closing, the Company), and each of their respective officers, directors, stockholders, members, managers, employees, agentsagents and representatives and each of the heirs, representativesexecutors, successors and assigns of any of the foregoing (each an collectively hereinafter referred to as the “IndemniteeBuyer Indemnified Parties”)) from, against and save in respect of any and hold each all claims, liabilities, obligations, losses, cost, expenses, penalties, fines, taxes, deficiencies, assessments and judgments (at equity or at law) and damages whenever arising or incurred (including amounts paid in settlement in accordance herewith, costs of them harmless from investigation and against, reasonable accountants’ and pay on behalf attorneys’ fees and expenses) to the extent arising out of or reimburse any Indemnitee as and when incurred for, all Losses which any Indemnitee may suffer, sustain or become subject to as a result ofrelating to: (aA) any misrepresentation, knowing breach or inaccuracy of any representation or warranty made by the Seller in Article II or Article III of this Agreement or in any related schedule or exhibit attached to this Agreement (determined in each case without giving effect to any “knowledge,” “material” or “Material Adverse Effect” qualifiers, or qualifiers of similar import, therein); (b) any nonfulfillment or breach of any covenant, agreement transfer instrument or other provisions certificate or documents delivered by Seller or Pxxxx in respect of the Seller under connection with this Agreement; (cB) any Acquisition Proposal made failure by Seller or Pxxxx to perform or observe, or to have performed or observed, in full, any covenant, agreement, obligation or condition to be performed by Seller or Pxxxx in this Agreement. (C) any liability or obligation for any unpaid Taxes of Seller, and any Taxes arising out of or relating to events which shall have occurred, or services performed, or products sold, or the sale of the Purchased Assets or the operation of Country Stampede by Seller prior to the Closing; (D) all Excluded Liabilities and any other liability, claim or obligation resulting from or arising out of events which shall have occurred, or services performed, or products sold, or the business operations of Seller prior to the Closing Date by and any Person other liability or obligation of Seller of any nature whatsoever other than the Purchaser; (d) any PRC Taxes imposed on the Purchaser or any of its Affiliates (including, after the Closing, the Group Companies) as a result of the transactions between the Purchaser and the Seller as contemplated by this Agreement (including, as a result of failure to timely pay any Taxes in connection with any Circular 698 Return or any other required payment under any Tax Return required to be filed or otherwise paid by such Seller and its Affiliates); (1) except to the extent included in the calculation of the Actual Working Capital Shortage, all Taxes (or the non-payment thereof) of the Company and its Subsidiaries (A) for all taxable periods ending on or before the Closing Date and the portion through the end of the Closing Date for any taxable period that includes (but does not end on) the Closing Date (the “Pre-Closing Tax Period”); or (B) in respect of or attributable to transactions or events occurring, or contracts or agreements entered into, on or prior to the Closing Date, whether such Taxes arise before or after the Closing Date, (2) any successor or transferee liability or other secondary or other non-primary liability for Taxes imposed on the Purchaser or any of its Affiliates (including, after the Closing, the Group Companies), as a result of transactions or events occurring, or contracts or agreements entered into by the Seller or any Seller Group Company (including under the Restructuring) on or prior to the Closing Date, or as a result of any Group Company being part of or owned by, or ceasing to be part of or owned by, an affiliated, combined, consolidated, unitary or other similar group prior to the Closing, or (3) any Taxes imposed on the Purchaser or any of its Affiliates (including, after the Closing, the Group Companies) as a result of or in connection with the failure of the Seller to file any Tax Return or other report required by Tax law with respect theretoAssumed Liabilities; and (fE) the sale of any product prior and all Claims arising from or relating to the Closing Date by any Seller Group Company in connection with Purchased Assets, and/or actions of Seller, that accrued or arose during Seller’s ownership of the Third-party Platform Business that infringes any Intellectual Property Right Purchased Assets, even of any Person or with respect to which Tax (including custom duties) failed to be paid in accordance with applicable lawssuch Claims are alleged, filed, or which violates any applicable laws as a result of Shanghai Lefeng having notpursued on or after Closing, at the time of such salebut this indemnity will not apply to Claims that occurred, been issued any License required to conduct such sale; provided that, (x) with respect to any claim for indemnification by the Seller except for any claim arising under Section 1.4, the Seller shall not be liable for any such claim unless the aggregate amount of Losses resulting from such claim and any other claim for indemnification brought under this agreement exceeds $500,000 (the “Threshold”), in which case the Seller shall be liable for the full amount of Losses; (y) with respect to any claim for indemnification by the Seller for a breach of any representation accrued or warranty set forth in Article II arose on or Article III, the Seller’s aggregate liabilities for such claims shall not exceed 100% of the Purchase Price; and (z) with respect to any claim for indemnification by the Seller for a breach of any representation or warranty set forth in Article II or Article III other than the Fundamental Representations, all the Seller’s aggregate liabilities for all such claims shall not exceed 50% of the Purchase Price (clauses (y) and (z) are referred to as the “Cap”)after Closing.

Indemnification Obligations of the Seller. The Seller shall indemnify the Purchaser From and its Affiliates (including, after the Closing, the Company)Seller and shall indemnify and hold harmless Purchaser, and each of their respective its officers, directors, employees, agentsagents and representatives and each of the heirs, representativesexecutors, successors and assigns of any of the foregoing (each an “Indemnitee”)collectively, the "Purchaser Indemnified Parties") from, against and save in respect of any and hold each all claims, liabilities, obligations, losses, costs, expenses, penalties, fines and other judgments (at equity or at law) and damages whenever arising or incurred (including, without limitation, amounts paid in settlement, costs of them harmless from investigation and against, reasonable attorneys' fees and pay on behalf expenses) arising out of or reimburse any Indemnitee as and when incurred for, all Losses which any Indemnitee may suffer, sustain or become subject to as a result of: relating to: (a) any Excluded Liability or any and all other liabilities and obligations of the Seller of any nature whatsoever, except the Assumed Obligations; (b) any and all actions, suits, claims, or legal, administrative, arbitration, governmental or other Proceedings or investigations against any Purchaser Indemnified Party that relate to the Seller or the Business to the extent the principal event giving rise thereto occurred prior to the Closing Date or which result from or arise out of any action or inaction prior to the Closing Date of the Seller or any affiliate, officer, director, partner, employee, agent, representative or subcontractor of the Seller; (c) any breach of any representation representation, warranty, covenant, agreement or warranty undertaking made by the Seller or in Article II or Article III of this Agreement or in any related certificate, agreement, exhibit, schedule or exhibit attached other writing delivered by the Seller to this Agreement Purchaser in connection with the matters contemplated hereby or pursuant to the provisions hereof (determined in each case without giving effect to any “knowledge,” “material” collectively, the "Seller's Ancillary Documents"); or “Material Adverse Effect” qualifiers, or qualifiers of similar import, therein); (bd) any nonfulfillment fraud, willful misconduct, bad faith or any intentional breach of any representation, warranty, covenant, agreement or other provisions undertaking made by or Seller in respect of the Seller under this Agreement; (c) any Acquisition Proposal made prior to the Closing Date by any Person other than the Purchaser; (d) any PRC Taxes imposed on the Purchaser or any of its Affiliates (including, after the Closing, the Group Companies) as a result of the transactions between the Purchaser and the Seller as contemplated by this Agreement (including, as a result of failure to timely pay any Taxes in connection with any Circular 698 Return or any other required payment under any Tax Return required to be filed or otherwise paid by such Seller and its Affiliates); (1) except to the extent included in the calculation of the Actual Working Capital Shortage, all Taxes (or the non-payment thereof) of the Company and its Subsidiaries (A) for all taxable periods ending on or before the Closing Date and the portion through the end of the Closing Date for any taxable period that includes (but does not end on) the Closing Date (the “Pre-Closing Tax Period”); or (B) in respect of or attributable to transactions or events occurring, or contracts or agreements entered into, on or prior to the Closing Date, whether such Taxes arise before or after the Closing Date, (2) any successor or transferee liability or other secondary or other non-primary liability for Taxes imposed on the Purchaser or any of its Affiliates (including, after the Closing, the Group Companies), as a result of transactions or events occurring, or contracts or agreements entered into by the Seller or any Seller Group Company (including under the Restructuring) on or prior to the Closing Date, or as a result of any Group Company being part of or owned by, or ceasing to be part of or owned by, an affiliated, combined, consolidated, unitary or other similar group prior to the Closing, or (3) any Taxes imposed on the Purchaser or any of its Affiliates (including, after the Closing, the Group Companies) as a result of or in connection with the failure of the Seller to file any Tax Return or other report required by Tax law with respect thereto; and (f) the sale of any product prior to the Closing Date by any Seller Group Company in connection with the Third-party Platform Business that infringes any Intellectual Property Right of any Person or with respect to which Tax (including custom duties) failed to be paid in accordance with applicable laws, or which violates any applicable laws as a result of Shanghai Lefeng having not, at the time of such sale, been issued any License required to conduct such sale; provided that, (x) with respect to any claim for indemnification by the Seller except for any claim arising under Section 1.4, the Seller shall not be liable for any such claim unless the aggregate amount of Losses resulting from such claim and any other claim for indemnification brought under this agreement exceeds $500,000 (the “Threshold”), in which case the Seller shall be liable for the full amount of Losses; (y) with respect to any claim for indemnification by the Seller for a breach of any representation or warranty set forth in Article II or Article III, the Seller’s aggregate liabilities for such claims shall not exceed 100% of the Purchase Price; and (z) with respect to any claim for indemnification by the Seller for a breach of any representation or warranty set forth in Article II or Article III other than the Fundamental Representations, all the Seller’s aggregate liabilities for all such claims shall not exceed 50% of the Purchase Price (clauses (y) and (z) are referred to as the “Cap”).'s Ancillary

Indemnification Obligations of the Seller. The Seller shall defend, indemnify and hold the Purchaser and Purchaser, its Affiliates (including, after the Closing, the Company)Affiliates, and each of their respective officers, directors, agents, employees, agentsshareholders or members (collectively, representatives"PURCHASER INDEMNITEES") harmless, successors and assigns (each an “Indemnitee”), and save and hold each of them harmless from and against, any and pay on behalf of all Damages, which the Purchaser Indemnitees may incur or reimburse any Indemnitee as and when incurred forsuffer, all Losses or with which any Indemnitee of them may suffer, sustain or become subject to as a result be faced arising out of: (a) any breach the storage, handling, use, marketing, advertising, promotion, distribution or sale of any representation or warranty made the CombiPatch Product by the Seller and/or its Affiliates, permitted sublicensees, distributors or agents in Article II the Territory, the conduct of the CombiPatch Business by the Seller and/or its Affiliates, permitted sublicensees, distributors or Article III agents in the Territory, or the Seller's or APPI's ownership or use of this Agreement or in any related schedule or exhibit attached to this Agreement (determined the Purchased Assets, in each case without giving effect to any “knowledge,” “material” or “Material Adverse Effect” qualifiers, or qualifiers of similar import, therein); (b) any nonfulfillment or breach of any covenant, agreement or other provisions by or in respect of the Seller under this Agreement; (c) any Acquisition Proposal made prior to the Closing Date by any Person other than the Purchaser; (d) any PRC Taxes imposed on the Purchaser or any of its Affiliates (including, after the Closing, the Group Companies) as a result of the transactions between the Purchaser and the Seller as contemplated by this Agreement (including, as a result of failure to timely pay any Taxes in connection with any Circular 698 Return or any other required payment under any Tax Return required to be filed or otherwise paid by such Seller and its Affiliates); (1) except to the extent included in the calculation of the Actual Working Capital Shortage, all Taxes (or the non-payment thereof) of the Company and its Subsidiaries (A) for all taxable periods ending on or before the Closing Date and the portion through the end of the Closing Date for any taxable period that includes (but does not end on) the Closing Date (the “Pre-Closing Tax Period”); or (B) in respect of or attributable to transactions or events occurring, or contracts or agreements entered intocase, on or prior to the Closing Date, whether excluding all Assumed Liabilities and except, in each case, in so far as any such Taxes arise before Damages relate to the storage, handling or after the Closing Date, (2) use of any successor Inventory by or transferee liability or other secondary or other non-primary liability for Taxes imposed on behalf of the Purchaser or any of its Affiliates at any time after the delivery of the Inventory to the Purchaser pursuant to Section 2.5; (b) the development, storage, handling, use, marketing, advertising, promotion, distribution, or sale of any combination estrogen/progestin in a polymer adapted for transdermal delivery by or on behalf of the Seller, its Affiliates or sublicensees in Japan; (c) the breach by the Seller, APPI or any of their respective Affiliates of this Purchase Agreement including, after the Closingwithout limitation, the Group Companies), as a result (i) any material inaccuracy in or material breach of transactions or events occurring, or contracts or agreements entered into any representation and warranty made by the Seller or any Seller Group Company (including under the Restructuring) on APPI in this Purchase Agreement or prior to the Closing Date, or as a result of any Group Company being part of or owned by, or ceasing to be part of or owned by, an affiliated, combined, consolidated, unitary or other similar group prior to the Closing, or (3) any Taxes imposed on the Purchaser or in any of its Affiliates the Seller's Ancillary Documents; PROVIDED, HOWEVER, that (including, after the Closing, the Group CompaniesA) as a result of or in connection with the failure of the Seller to file any Tax Return or other report required by Tax law with respect thereto; and (f) the sale of any product prior to the Closing Date by any Seller Group Company in connection with the Third-party Platform Business that infringes any Intellectual Property Right of any Person or with respect to which Tax (including custom duties) failed to be paid in accordance with applicable laws, or which violates any applicable laws as a result of Shanghai Lefeng having not, at the time of such sale, been issued any License required to conduct such sale; provided that, (x) with respect to any claim for indemnification by the Seller except for any claim arising under Section 1.4, the Seller shall not be liable for have any such claim liability under this Section 11.3(c)(i) unless and until, and then only to the aggregate extent, the aggregate, cumulative amount of Losses resulting from such claim and any other claim for indemnification brought under this agreement exceeds $500,000 (Damages exceed the “Threshold”), in which case the Seller shall be liable for the full amount of Losses; (y) with respect to any claim for indemnification by the Seller for a breach of any representation or warranty set forth in Article II or Article III, the Seller’s aggregate liabilities for such claims shall not exceed 100% of the Purchase Price; Indemnity Deductible Amount and (zB) with respect to any claim for indemnification by in no event shall the Seller for a breach of any representation or warranty set forth in Article II or Article III other than the Fundamental Representationsaggregate, all the Seller’s aggregate liabilities for all such claims shall not exceed 50% of the Purchase Price (clauses (y) and (z) are referred to as the “Cap”).cumulative liability