Common use of Indemnification of Parent Clause in Contracts

Indemnification of Parent. SLG, SLGOP and Manager Corp, jointly and severally, shall indemnify and hold harmless Parent and its Subsidiaries (including the Operating Partnership) and their respective successors and the respective shareholders, members, partners, officers, directors, managers, employees and agents of each such indemnified Person (collectively, the “Parent Indemnified Parties”) from and against any and all Losses that may be asserted against, or paid, suffered or incurred by any Parent Indemnified Party (whether or not due to third party claims) that, directly or indirectly, arise out of, result from, are based upon or relate to: (a) any inaccuracy in or any breach of, as of the Closing Date (except any representations and warranties that expressly speak as of a specified date or time, in which case only as of such specified date or time), any representation or warranty made by SLGOP or Manager Corp in this Agreement; provided, however, that if any such representation and warranty is qualified in any respect by materiality, Manager Material Adverse Effect or SLG Material Adverse Effect, for purposes of this clause (a) such materiality, Manager Material Adverse Effect or SLG Material Adverse Effect qualification will in all respects be ignored; (b) any failure by SLG, SLGOP or Manager Corp to duly and timely perform or fulfill any of its covenants or agreements required to be performed by it under this Agreement; (c) any acts or omissions performed or not performed by Manager prior to the Closing in its capacity as “Manager” under the Management Agreement, to the extent any such acts or omissions performed or not performed constituted willful misconduct, gross negligence, or fraud in connection with the exercise of the Manager’s duties under the Management Agreement (it being understood that in the event of a conflict between the terms and provisions of this Agreement and the Management Agreement in respect of the foregoing, the terms and provisions of this Agreement shall govern and control); and (d) any claims made by any of the individuals party to the agreements set forth on Schedule 7.2(d) with respect to the subject matter covered by those agreements. Notwithstanding anything in this Agreement to the contrary, the parties agree that none of SLG, SLGOP or Manager Corp shall be liable or responsible under this Section 7.2 or otherwise for Losses of the Manager or Parent arising out of, resulting from, based upon or relating to the matters set forth on Schedule 7.2.

Indemnification of Parent. SLG(a) If the Closing occurs, SLGOP subject to the terms of this Article VII, each Equityholder, severally and Manager Corpnot jointly (limited to and based on each Equityholder’s pro rata share of the Escrow Fund), jointly and severally, shall agree to indemnify and hold harmless Parent and its Subsidiaries (including Amedisys, Parent, the Operating Partnership) and their respective successors Surviving Company, and the respective shareholders, members, partners, officers, directors, managers, employees and agents of each such indemnified Person other Merged Companies (collectively, the “Parent Indemnified PartiesBuyer Indemnitees”) from and against any and all Losses that may be asserted against, or paid, suffered or incurred by any Parent Indemnified Party (whether or not due to third party claims) that, directly or indirectly, arise out the Buyer Indemnitees by reason of, result from, are based upon or relate to: (ai) any inaccuracy or breach of any of the representations or warranties of the Company specifically set forth in Section 3.1 or contained in any breach ofcertificate delivered at the Closing by the Company pursuant to this Agreement; (ii) the failure of the Company to perform any of its covenants or agreements contained herein required to be performed prior to the Closing, or the failure of the Agent to perform any covenant or agreement set forth herein which by its terms is to be performed after the Closing; (iii) any claim by an Equityholder or current or former holder of any other security of the Company, in its capacity as such, challenging this Agreement, the other transactions contemplated hereby or an act or omission by the Agent hereunder, including, without limitation, any claims relating to (x) the delivery of the Agent Fund, or (y) the Agent’s exercise or failure to exercise its rights pursuant to Section 8.5; (iv) the failure of any portion of the Company Expenses or the Indebtedness of the Merged Companies outstanding as of the Closing to be paid at Closing (subject to Section 4.17(g)); (v) any post-payment review of claims, actions, audits, investigations, or proceedings conducted by or on behalf of any Government Programs, including, but not limited to, Medicare administrative contractors or intermediaries, recovery audit contractors, zone program integrity contractors, specialty medical review contractors, or similar investigative agencies, but only to the extent such Losses arise from the provision of healthcare services or the submission of healthcare claims by the Merged Companies and any predecessors from whom the Merged Companies acquired any Medicare or Medicaid provider number relating to dates of service prior to the Closing Date (except any representations and warranties that expressly speak as of a specified date or time, in which case only as of such specified date or time“Recoupment Indemnity Matter”), any representation or warranty made by SLGOP or Manager Corp in this Agreement; provided, however, that if any such representation and warranty is qualified in any Recoupment Indemnity Matter shall exclude Losses to the extent arising from post-closing changes by Parent or the Merged Companies to the billing policies, procedures and/or practices used by the Merged Companies prior to Closing, with respect to bills submitted by materiality, Manager Material Adverse Effect Parent or SLG Material Adverse Effect, the Merged Companies following Closing for purposes of this clause (a) such materiality, Manager Material Adverse Effect or SLG Material Adverse Effect qualification will in all respects be ignoreddates before the Closing Date; (bvi) any failure audits, investigations, claims, actions, proceedings or lawsuits by SLGthe U.S. Department of Health and Human Services Office of Inspector General, SLGOP U.S. Department of Justice, a state attorney general, state Medicaid agency or Manager Corp other agencies or Governmental Entities with respect to duly healthcare fraud, False Claims Act matters, qui tam or whistle blower actions, or other intent-based, reckless disregard-based, or other scienter-based Laws related to the provision of healthcare services or the submission of healthcare claims by the Merged Companies and timely perform any predecessors from whom the Merged Companies acquired any Medicare or fulfill any Medicaid provider number relating to dates of its covenants or agreements required to be performed by it under this Agreement; (c) any acts or omissions performed or not performed by Manager service prior to the Closing in its capacity as “Manager” under the Management AgreementDate, but excluding Losses to the extent any such acts arising from post-closing changes by Parent or omissions performed the Merged Companies to the billing policies, procedures and/or practices used by the Merged Companies prior to Closing with respect to bills submitted by Parent or not performed constituted willful misconduct, gross negligence, or fraud in connection with the exercise of Merged Companies following Closing for dates before the Manager’s duties under the Management Agreement (it being understood that in the event of a conflict between the terms and provisions of this Agreement and the Management Agreement in respect of the foregoing, the terms and provisions of this Agreement shall govern and control)Closing Date; and (dvii) any claims made by any the ongoing Tax dispute matter listed on Part 3.1(i) of the individuals party to Disclosure Schedule; provided, however, the agreements set forth on Schedule 7.2(d) Buyer Indemnitee’s Losses with respect to the subject such matter covered by those agreements. Notwithstanding anything in this Agreement shall be limited to the contraryreasonable out-of-pocket cost incurred by the Merged Companies in litigating such matter and any out-of-pocket Taxes due and owing by the Merged Companies as a result of the resolution of such litigation for the period prior to the Closing Date. If the Closing occurs, subject to the terms of this Article VII, and to the extent in excess of the then remaining balance of the Escrow Fund at the related time, the parties Equityholders, severally and not jointly (based on each Equityholder’s pro rata share of the Merger Consideration paid to the Equityholders), agree that none to indemnify and hold harmless the Buyer Indemnitees for all Losses incurred by the Buyer Indemnitees by reason of SLGany inaccuracy or breach by the Company of a Fundamental Representation and for all Losses incurred by the Buyer Indemnitees pursuant to Sections 7.2(a)(ii), SLGOP 7.2(a)(iii), 7.2(a)(iv), 7.2(a)(v), 7.2(a)(vi) and 7.2(a)(vii). For purposes of determining both (1) whether the Company has breached any of its representations and warranties in Section 3.1 (other than in Sections 3.1(j) and 3.1(v)) or Manager Corp whether the Company has breached any covenants or agreements herein, and (2) the amount of Losses suffered or incurred by any Buyer Indemnitee by reason of such breach, qualifications therein referring to “material”, “Material Adverse Effect” and other qualifications of similar import or effect shall be liable disregarded (but, for the avoidance of doubt, qualifications referring to “Knowledge” or responsible under this Section 7.2 specified dollar amounts or otherwise for Losses of the Manager dates or Parent arising out of, resulting from, based upon or relating to the matters set forth on Schedule 7.2periods shall not be disregarded).

Indemnification of Parent. SLG, SLGOP The Company and Manager Corp, Stockholders (solely with respect to claims made under this Article 10.1 prior to the Closing) jointly and severally, shall severally agree to indemnify and hold harmless Parent Parent, each of its Affiliates and each of its Subsidiaries (including the Operating Partnership) and their respective successors and the respective shareholdersmembers, membersmanagers, partners, directors, officers, directorsemployees, managersstockholders, employees attorneys and agents of each such indemnified Person and permitted assignees (collectively, the “Parent Indemnified PartiesIndemnitees”) from ), against and against in respect of any and all Losses that may be asserted againstout-of-pocket loss, cost, payment, demand, penalty, forfeiture, expense, liability, judgment, deficiency or paiddamage, suffered and diminution in value or claim (including actual costs of investigation and attorneys’ fees and other costs and expenses) (all of the foregoing collectively, “Losses”) incurred or sustained by any Parent Indemnified Party (whether Indemnitee as a result of or not due to third party claims) that, directly or indirectly, arise out of, result from, are based upon or relate to: in connection with (a) any breach, inaccuracy or nonfulfillment or the alleged breach, inaccuracy or nonfulfillment of any of the representations, warranties and covenants of the Company and/or the Stockholders contained herein or in any of the Additional Agreements or any certificate or other writing delivered pursuant hereto, (b) any actions by any third parties with respect to the Business (including breach ofof contract claims, as violations of warranties, trademark infringement, privacy violations, torts and/or consumer complaints) for any period on or prior to the Closing Date (except any representations and warranties that expressly speak as of a specified date or time, in which case only as of such specified date or time), any representation or warranty made by SLGOP or Manager Corp in this Agreement; provided, however, that if any such representation and warranty is qualified in any respect by materiality, Manager Material Adverse Effect or SLG Material Adverse Effect, for purposes of this clause (a) such materiality, Manager Material Adverse Effect or SLG Material Adverse Effect qualification will in all respects be ignored; (b) any failure by SLG, SLGOP or Manager Corp to duly and timely perform or fulfill any of its covenants or agreements required to be performed by it under this Agreement; (c) the violation of any acts Laws in connection with or omissions performed with respect to the operation of the Business on or not performed by Manager prior to the Closing in its capacity as “Manager” under the Management AgreementDate, to the extent any such acts or omissions performed or not performed constituted willful misconduct, gross negligence, or fraud in connection with the exercise of the Manager’s duties under the Management Agreement (it being understood that in the event of a conflict between the terms and provisions of this Agreement and the Management Agreement in respect of the foregoing, the terms and provisions of this Agreement shall govern and control); and (d) any claims made by any employee of the individuals party to the agreements set forth on Schedule 7.2(d) Company or any of its Subsidiaries with respect to the subject matter covered by those agreements. Notwithstanding anything in this Agreement any period or event occurring on or prior to the contraryClosing Date, the parties agree that none of SLG, SLGOP or Manager Corp shall be liable or responsible under this Section 7.2 or otherwise for Losses of the Manager or Parent arising out of, resulting from, based upon or relating to the matters termination of employee’s employment status in connection with the transactions contemplated by this Agreement, or the termination, amendment or curtailment of any employee benefit plans, (e) the failure of the Company or any of its Subsidiaries to pay any Taxes to any Taxing Authority or to file any Tax Return with any Taxing Authority with respect to any Pre-Closing Period, or (f) any sales, use, transfer or similar Tax imposed on Parent or its Affiliates as a result of any transaction contemplated by this Agreement. The total payments made by the Stockholders to the Parent Indemnitees with respect to Losses shall not exceed $15,000,000 (the “Indemnifiable Loss Limit”), except that the Indemnifiable Loss Limit shall not apply with respect to any Losses relating to or arising under or in connection with breaches of Articles 4.15 (Properties; Title to the Company’s Assets), 4.25 (Employees), 4.26 (Employment Matters), 4.27 (Withholding), 4.28 (Employee Benefits and Compensation), 4.29 (Real Property), or 4.31 (Tax Matters). Notwithstanding anything set forth on Schedule 7.2in this Article 10.1, any Losses incurred by any Parent Indemnitee arising out of the failure of any Stockholder to perform any covenant or obligation to be performed by such Stockholder at or after the Closing Date, shall not, in any such case, be subject to or applied against the Indemnifiable Loss Limit. Any liability incurred by the Stockholders pursuant to the terms of this Article 10.1 shall be paid solely by the return for cancellation of the Escrow Shares in accordance with the terms of the Escrow Agreement. Notwithstanding anything to the contrary set forth herein, the foregoing indemnification obligations except with respect to Articles 4.25 (Employees), 4.26 (Employment Matters), 4.27 (Withholding), 4.28 (Employee Benefits and Compensation), 4.29 (Real Property), and 4.31 (Tax Matters) shall be effective only if any Parent Indemnitee has suffered, incurred, sustained, or become subject to Losses in excess of $150,000 in the aggregate (the “Deductible”), it being understood that such Parent Indemnitee shall only be entitled to indemnification for such Losses to the extent such Losses exceed the Deductible.

Indemnification of Parent. SLG(a) Subject to the provisions of this Section 4.5, SLGOP and Manager Corp, jointly and severally, shall the Company will indemnify and hold harmless the Parent and its Subsidiaries (including the Operating Partnership) and their respective successors and the respective directors, officers, shareholders, members, partners, officers, directors, managers, employees and agents (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls the Parent (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders, agents, members, partners or employees (and any other Persons with a functionally equivalent role of a Person holding such indemnified titles notwithstanding a lack of such title or any other title) of such controlling Person (collectivelyeach, the an “Parent Indemnified PartiesParty”) harmless from and against any and all Losses losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that any the Indemnified Parties may suffer or incur as a result of or relating to any breach of any of the representations, warranties, covenants or agreements made by the Company in this Agreement. If any action shall be brought against any Indemnified Party in respect of which indemnity may be asserted againstsought pursuant to this Agreement, or paid, suffered or incurred by any Parent the Indemnified Party (whether or not due shall promptly notify the Company in writing, and the Company shall have the right to third party claims) thatassume the defense thereof with counsel of its own choosing reasonably acceptable to the Indemnified Party. Any Indemnified Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, directly or indirectly, arise out of, result from, are based upon or relate to: (a) any inaccuracy in or any breach of, as but the fees and expenses of such counsel shall be at the expense of the Closing Date Parent except to the extent that (except i) the employment thereof has been specifically authorized by the Company in writing, (ii) the Company has failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of such separate counsel, (x) a material conflict on any representations material issue between the position of the Company and warranties the position of the Indemnified Party or (y) that expressly speak as of a specified date there may be legal defenses available to such Indemnified Party different from or timein addition to those available to the other party, in which case only as the Company shall be responsible for the reasonable fees and expenses of no more than one such specified date or time), separate counsel. The Company will not be liable to any representation or warranty made by SLGOP or Manager Corp in this Agreement; provided, however, that if any such representation and warranty is qualified in any respect by materiality, Manager Material Adverse Effect or SLG Material Adverse Effect, for purposes of this clause (a) such materiality, Manager Material Adverse Effect or SLG Material Adverse Effect qualification will in all respects be ignored; (b) any failure by SLG, SLGOP or Manager Corp to duly and timely perform or fulfill any of its covenants or agreements required to be performed by it Indemnified Party under this Agreement; (c) Agreement for any acts settlement by an Indemnified Party effected without the Company’s prior written consent, which shall not be unreasonably withheld or omissions performed or not performed by Manager prior to the Closing in its capacity as “Manager” under the Management Agreement, to the extent any such acts or omissions performed or not performed constituted willful misconduct, gross negligence, or fraud in connection with the exercise of the Manager’s duties under the Management Agreement (it being understood that in the event of a conflict between the terms and provisions of this Agreement and the Management Agreement in respect of the foregoing, the terms and provisions of this Agreement shall govern and control); and (d) any claims made by any of the individuals party to the agreements set forth on Schedule 7.2(d) with respect to the subject matter covered by those agreements. Notwithstanding anything in this Agreement to the contrary, the parties agree that none of SLG, SLGOP or Manager Corp shall be liable or responsible under this Section 7.2 or otherwise for Losses of the Manager or Parent arising out of, resulting from, based upon or relating to the matters set forth on Schedule 7.2delayed.

Indemnification of Parent. SLG(a) From and after the Closing (but subject to the terms and conditions of this Article 8), SLGOP and Manager Corpthe Holders shall, jointly and severally, shall in accordance with each Holder’s Indemnification Percentage, indemnify and hold the Parent Indemnitees (as defined below) harmless from and against, and pay to the applicable Parent Indemnitees the amount of, any and its Subsidiaries all losses, liabilities, claims, suits, actions, obligations, deficiencies, demands, awards, judgments, damages, interest, fines, penalties, costs and expenses (including the Operating Partnershipcosts of investigation and defense and attorneys’ and other professionals’ fees and expenses) whether or not involving a Third Party Claim (hereinafter individually a “Loss” and collectively “Losses”) suffered or incurred by Parent, its Affiliates or any of their respective successors and the respective shareholders, members, partners, officers, directors, managers, employees employees, stockholders, members, partners, agents, representatives or successors and agents of each such indemnified Person assigns (collectively, the “Parent Indemnified PartiesIndemnitees”) from and against any and all Losses that may be asserted againstattributable to, or paid, suffered arising or incurred by any Parent Indemnified Party resulting from (whether or not due to third party claims) that, directly or indirectly, arise out of, result from, are based upon or relate to: (ai) any inaccuracy in or any breach of, as of the Closing Date (except any representations and warranties that expressly speak as of a specified date or time, in which case only as of such specified date or time), any representation or warranty made by SLGOP or Manager Corp of the Company contained in Article 3 of this Agreement, (ii) any breach of any covenant of the Company contained in this Agreement; provided, however(iii) any proceeding in respect of any Dissenting Shares and any payments to any Person that was a holder of Company Capital Stock immediately prior to the Effective Time in respect of such Person’s Dissenting Shares, to the extent that such payments exceed the portion of the Final Aggregate Merger Consideration to which such Person would have been entitled pursuant to this Agreement in respect of such Dissenting Shares if such Person had not exercised appraisal or dissenting rights in respect thereof, (iv) any such representation and warranty is qualified Holder Transaction Expenses or Indebtedness that were not taken into account in any respect by materiality, Manager Material Adverse Effect or SLG Material Adverse Effect, for purposes the determination of this clause (a) such materiality, Manager Material Adverse Effect or SLG Material Adverse Effect qualification will in all respects be ignoredthe Final Aggregate Merger Consideration; (bv) any failure by SLG, SLGOP or Manager Corp to duly and timely perform or fulfill any of its covenants or agreements amounts that are required to be performed repaid under any Government Grant set forth on the Government Grants Schedule received by it under this Agreement; (c) any acts or omissions performed or not performed by Manager the Company prior to the Closing in its capacity as “Manager” under the Management Agreement, to the extent arising from any such acts action or omissions performed or not performed constituted willful misconduct, gross negligence, or fraud in connection with omission by the exercise of Company prior to the Manager’s duties under the Management Agreement Closing; (it being understood that in the event of a conflict between the terms and provisions of this Agreement and the Management Agreement in respect of the foregoing, the terms and provisions of this Agreement shall govern and control); and (dvi) any claims made claim by any of the individuals party to the agreements individual set forth on Schedule 7.2(d) with respect 5.10 alleging that such individual owns any of the Intellectual Property of the Company to the subject matter covered by those agreements. Notwithstanding anything extent such claim could not have been successfully asserted had such individual signed an Invention Assignment Agreement in this Agreement the form attached hereto as Exhibit F on or prior to the contraryClosing; (vii) if the Company has elected to fund the Additional Escrow, any amounts that are required to be repaid under any Government Grant set forth on the parties agree that none Government Grants Schedule received by the Company prior to the Closing to the extent arising from the termination of SLG, SLGOP or Manager Corp shall be liable or responsible under this Section 7.2 or otherwise for Losses such a Government Grant as a result of the Manager or Parent arising out of, resulting from, based upon or relating failure to obtain a consent set forth on Schedule 2.02(e)(viii) and (viii) the indemnification matters set forth on Schedule 7.28.02(a)(viii).