Common use of Indemnification of Prime Clause in Contracts

Indemnification of Prime. Each of Moadel and PC agrees to indemnify and hold harmless Prime, each parent company, subsidiary and/or affiliate of Prime (including, without limitation, Newco) and each parent company, subsidiary, affiliate, shareholder, member, partner (or other owner), officer, director, manager, agent, employee and representative of any of the foregoing (collectively, the "Prime Indemnified Parties") from and against any and all damages, losses, claims, liabilities, demands, charges, suits, penalties, costs, and expenses (including court costs and attorneys' fees and expenses incurred in investigating and preparing for any litigation or proceeding) (collectively, "Indemnified Costs"), including, without limitation, Indemnified Costs arising in connection with the commencement or assertion of any action, proceeding, demand, or claim by a third party (collectively, a "Third-Party Action"), which any of the Prime Indemnified Parties may sustain, arising out of or related to (a) any breach or default by Moadel or PC of any of the representations, warranties, covenants or agreements contained in this Agreement or any Transaction Document, (b) any claim, debt, obligation or liability of Moadel or PC, (c) any actual or alleged actions or omissions by Moadel, PC, or any of PC's directors, officers, shareholders, agents, employees, representatives, subsidiaries and/or affiliates occurring prior to the Closing Date (regardless of whether such Indemnified Costs are asserted at any time before or after the Closing Date), and (d) any actual or alleged actions or omissions by Moadel or PC occurring after the Closing that either were not made by Moadel or PC in its capacity as a director, officer or shareholder of Newco (as applicable), or, if made by Moadel or PC in such a capacity, constituted a breach of any fiduciary or other duty owed by Moadel or PC under applicable law or any Transaction Document. For purposes of this Section, any decrease in the value of a Prime Indemnified Party's ownership interest (if any) in Newco, as a result of the acts, omissions or circumstances described in clauses (a) through (d) of this Section, shall be deemed an Indemnified Cost, and such Prime Indemnified Party shall be entitled to indemnification hereunder in an amount equal to such decrease in value; provided further that, notwithstanding any provision of this Agreement or any other Transaction Document to the contrary, neither Moadel nor PC may, and each hereby agrees not to, seek contribution, indemnification or reimbursement from Newco for any amount Moadel or PC is required to pay pursuant to this Article, regardless of whether Moadel or PC is entitled to contribution, indemnification or reimbursement under any Transaction Document, the organizational documents of Newco or applicable law. The parties agree that indemnification may not be sought under this ARTICLE or ARTICLE VII on the basis that the structure of the transactions contemplated by this Agreement violate any federal, state, county, or local laws, rules, regulations or ordinances regulating or legislating the provision of healthcare or the practice of medicine. The parties also agree that recourse under this ARTICLE or ARTICLE VII shall not be the sole recourse of the parties against one another for a breach of the provisions of this Agreement or any other Transaction Document.

Indemnification of Prime. Each of Moadel and PC (a) The Company agrees to indemnify and hold harmless Prime, each parent company, subsidiary and/or affiliate of Prime (including, without limitation, NewcoPMOI and PMSI) and each parent company, subsidiary, affiliate, shareholder, member, partner (or other owner), officer, director, manager, agent, employee employee, representative and representative affiliate of any of the foregoing (collectively, the "Prime Indemnified Parties") from and against any and all damages, losses, claims, liabilities, demands, charges, suits, penalties, costs, and expenses (including court costs and attorneys' fees and expenses incurred in investigating and preparing for any litigation or proceeding) (collectively, "Indemnified Costs"), including, without limitation, Indemnified Costs arising ) in connection with the commencement or assertion of any action, proceeding, demand, or claim by a third party (collectively, a "Thirdthird-Party Actionparty action"), ) which any of the Prime Indemnified Parties may sustain, arising out of or related to (ai) any breach or default by Moadel Seller or PC the Company of any of the representations, warranties, covenants or agreements contained in this Agreement or any Transaction Document, (bii) any claim, debt, obligation or liability of Moadel the Company, not specifically and fully reflected by item and amount on either Schedule 3.4 or PCin the Financial Statements, that is or may be asserted with respect to any acts or omissions occurring, or circumstances existing, on or prior to the Closing Date, except for liabilities incurred in the ordinary course of business, or (ciii) any actual obligations or alleged liabilities with respect to any claims arising out of actions or omissions omissions, that occurred prior to the Closing Date, by Moadel, PC, or any of PCthe Company's directors, officers, shareholders, agents, employees, representatives, subsidiaries and/or affiliates occurring prior affiliates. (b) Seller agrees to indemnify and hold harmless each of the Closing Date (regardless of whether such Prime Indemnified Parties from and against any and all Indemnified Costs are asserted at any time before in connection with the commencement or after the Closing Date), and (d) any actual or alleged actions or omissions by Moadel or PC occurring after the Closing that either were not made by Moadel or PC in its capacity as a director, officer or shareholder of Newco (as applicable), or, if made by Moadel or PC in such a capacity, constituted a breach assertion of any fiduciary third-party action which any of the Prime Indemnified Parties may sustain, arising out of any breach or other duty owed default by Moadel Seller of any of its representations, warranties, covenants or PC under applicable law agreements contained in this Agreement or any Transaction Document. For purposes of this Section. (c) Notwithstanding the foregoing, any decrease in the value of a Prime Indemnified Party's ownership interest (if any) in Newco, as a result of the acts, omissions or circumstances described in clauses (a) through (d) of this Section, shall be deemed an Indemnified Cost, and such no Prime Indemnified Party shall be entitled to assert any claim for indemnification hereunder in an amount equal to such decrease in value; provided further that, notwithstanding any provision of this Agreement or any other Transaction Document to the contrary, neither Moadel nor PC may, and each hereby agrees not to, seek contribution, indemnification or reimbursement from Newco for any amount Moadel or PC is required to pay pursuant to this Article, regardless of whether Moadel or PC is entitled to contribution, indemnification or reimbursement under any Transaction Document, the organizational documents of Newco or applicable law. The parties agree that indemnification may not be sought under this ARTICLE Section 6.1 unless and until such time as all claims of all Prime Indemnified Parties, taken together, exceed $10,000 in the aggregate, at which time all claims of such Prime Indemnified Parties may be asserted individually or ARTICLE VII on in combination (beginning with the basis that the structure of the transactions contemplated by this Agreement violate any federal, state, county, or local laws, rules, regulations or ordinances regulating or legislating the provision of healthcare or the practice of medicine. The parties also agree that recourse under this ARTICLE or ARTICLE VII shall not be the sole recourse of the parties against one another for a breach of the provisions of this Agreement or any other Transaction Documentfirst dollar).

Indemnification of Prime. Each of Moadel KCL, VCC and PC Couch agrees to indemnify and hold harmless Prime, each parent company, subsidiary and/or affiliate of Prime (including, without limitation, Newco) and each parent company, subsidiary, affiliate, shareholder, member, partner (or other owner), officer, director, manager, agent, employee and representative of any of the foregoing (collectively, the "Prime Indemnified Parties") from and against any and all damages, losses, claims, liabilities, demands, charges, suits, penalties, costs, and expenses (including court costs and attorneys' fees and expenses incurred in investigating and preparing for any litigation or proceeding) (collectively, "Indemnified Costs"), including, without limitation, Indemnified Costs arising in connection with the commencement or assertion of any action, proceeding, demand, or claim by a third party (collectively, a "Third-Party Action"), which any of the Prime Indemnified Parties may sustain, arising out of or related to (a) any breach or default by Moadel KCL, VCC or PC Couch of any of the representations, warranties, covenants or agreements contained in this Agreement or any Transaction Document, (b) any claim, debt, obligation or liability of Moadel KCL, VCC or PCCouch (excluding the Assumed Liabilities), (c) any actual or alleged actions or omissions by MoadelVCC, PCCouch, or any of PCVCC's directors, officers, shareholders, agents, employees, representatives, subsidiaries and/or affiliates occurring prior to the Closing Date (regardless of whether such Indemnified Costs are asserted at any time before or after the Closing Date), and (d) any actual or alleged actions or omissions by Moadel KCL, VCC or PC Couch occurring after the Closing that either were not made by Moadel VCC or PC Couch in its capacity as a director, officer or shareholder of Newco (as applicable), or, if made by Moadel VCC or PC Couch in such a capacity, constituted a breach of any fiduciary or other duty owed by Moadel VCC or PC Couch under applicable law or any Transaction Document. For purposes of this Section, any decrease in the value of a Prime Indemnified Party's ownership interest (if any) in Newco, as a result of the acts, omissions or circumstances described in clauses (a) through (d) of this Section, shall be deemed an Indemnified Cost, and such Prime Indemnified Party shall be entitled to indemnification hereunder in an amount equal to such decrease in value; provided further that, notwithstanding any provision of this Agreement or any other Transaction Document to the contrary, neither Moadel nor PC none of KCL, VCC or Couch may, and each hereby agrees not to, seek contribution, indemnification or reimbursement from Newco for any amount Moadel KCL, VCC or PC Couch is required to pay pursuant to this Article, regardless of whether Moadel KCL, VCC or PC Couch is entitled to contribution, indemnification or reimbursement under any Transaction Document, the organizational documents of Newco or applicable law. The parties agree that indemnification may not be sought under this ARTICLE or ARTICLE VII on the basis that the structure of the transactions contemplated by this Agreement violate any federal, state, county, or local laws, rules, regulations or ordinances regulating or legislating the provision of healthcare or the practice of medicine. The parties also agree that recourse under this ARTICLE or ARTICLE VII shall not be the sole recourse of the parties against one another for a breach of the provisions of this Agreement or any other Transaction Document.

Indemnification of Prime. Each of Moadel Caster and PC Seller agrees to indemnify and hold harmless Prime, each parent company, subsidiary and/or affiliate of Prime (including, without limitation, Seller and Newco) and each parent company, subsidiary, affiliate, shareholder, member, partner (or other owner), officer, director, manager, agent, employee and representative of any of the foregoing (collectively, the "Prime Indemnified Parties") from and against any and all damages, losses, claims, liabilities, demands, charges, suits, penalties, costs, and expenses (including court costs and attorneys' fees and expenses incurred in investigating and preparing for any litigation or proceeding) (collectively, "Indemnified Costs"), including, without limitation, Indemnified Costs arising ) in connection with the commencement or assertion of any action, proceeding, demand, or claim by a third party (collectively, a "Third-Party Action"), ) which any of the Prime Indemnified Parties may sustain, arising out of or related to (a) any breach or default by Moadel Caster or PC Seller of any of the representations, warranties, covenants or agreements contained in this Agreement or any Transaction Document, (b) except for Assumed Liabilities, any claim, debt, obligation or liability of Moadel Caster or PCSeller, (c) except for Assumed Liabilities, any actual or alleged actions or omissions by MoadelCaster, PCSeller, or any of PCSeller's directors, officers, shareholders, agents, employees, representatives, subsidiaries and/or affiliates occurring prior to the Closing Date (regardless of whether such Indemnified Costs are asserted at any time before or after the Closing Date), and (d) any actual all Taxes owed by Seller or alleged actions or omissions by Moadel or PC occurring after the Closing that either were not made by Moadel or PC in its capacity Caster, including, without limitation, Taxes arising as a directorresult of the transactions contemplated by this Agreement, officer or shareholder of Newco including, without limitation, any Covered Taxes (as applicablehereinafter defined) in excess of Covered Taxes required to be paid or reimbursed by Prime or PMSI pursuant to Section 7.1(b); provided this clause (d) shall not be construed to require Sellers or Caster to provide any indemnity for the amounts required to be reimbursed by Prime or PMSI pursuant to Section 7.1(b) Prior to receiving indemnification under this Section, ora Prime Indemnified Party must seek recovery from then existing applicable insurance policies, but in no event is a Prime Indemnified Party required to exhaust remedies against insurance companies if made coverage is non-existent, limited or declined; provided, however, that the Prime Indemnified Party may be required, upon request by Moadel or PC in the indemnifying parties, to obtain the advice of such Prime Indemnified Party's own legal counsel advising that there is a capacityreasonable basis for denial of insurance of limitation of insurance coverage; and provided further, constituted that the Prime Indemnified Party must, as a breach of condition to receiving recovery under this Section, assign whatever rights to denied benefits that such Prime Indemnified Party may have and may legally assign, subject to any fiduciary contractual or other duty owed by Moadel limitations on assignment. Without in any manner restricting a Prime Indemnified Party's right to independently obtain insurance, no Prime Indemnified Party shall be required to acquire or PC maintain insurance as a condition to exercising its rights under applicable law or any Transaction Documentthis Section. For purposes of this SectionSection 6.1 only, any decrease in the value of a Prime Indemnified Party's ownership interest (if any) in Newco, as a result of the acts, omissions or circumstances described in clauses clause (a) through (dc) of this Section, shall shall, to the extent indemnification with respect thereto has not already been paid directly to a Prime Indemnified Party, be deemed an Indemnified Cost, and such Prime Indemnified Party shall be entitled to indemnification hereunder in an amount equal to such decrease in value; provided further that, notwithstanding . Notwithstanding any provision of this Agreement or any other Transaction Document to the contrary, neither Moadel nor PC none of Caster, Seller or any other Seller Indemnified Party may, and each hereby agrees not to, seek contribution, indemnification or reimbursement from Newco for any amount Moadel Caster or PC Seller is required to pay pursuant to this ArticleARTICLE, regardless of whether Moadel Caster, Seller or PC such other Seller Indemnified Party is entitled to contribution, indemnification or reimbursement under any Transaction Document, the organizational documents of Newco or applicable law. The parties agree that indemnification may not be sought under this ARTICLE or ARTICLE VII on the basis that the structure of the transactions contemplated by this Agreement violate any federal, state, county, or local laws, rules, regulations or ordinances regulating or legislating the provision of healthcare or the practice of medicine. The parties also agree that recourse under this ARTICLE or ARTICLE VII shall not be the sole recourse of the parties against one another for a breach of the provisions of this Agreement or any other Transaction Document.

Indemnification of Prime. Each of Moadel and PC (a) The Company agrees to indemnify and hold harmless Prime, each parent company, subsidiary and/or affiliate of Prime (including, without limitation, NewcoPMOI and PMSI) and each parent company, subsidiary, affiliate, shareholder, member, partner (or other owner), officer, director, manager, agent, employee employee, representative and representative affiliate of any of the foregoing (collectively, the "Prime Indemnified Parties") from and against any and all damages, losses, claims, liabilities, demands, charges, suits, penalties, costs, and expenses (including court costs and attorneys' fees and expenses incurred in investigating and preparing for any litigation or proceeding) (collectively, "Indemnified Costs"), including, without limitation, Indemnified Costs arising ) in connection with the commencement or assertion of any action, proceeding, demand, or claim by a third party (collectively, a "Thirdthird-Party Actionparty action"), ) which any of the Prime Indemnified Parties may sustain, arising out of or related to (ai) any breach or default by Moadel Seller or PC the Company of any of the representations, warranties, covenants or agreements contained in this Agreement or any Transaction Document, (bii) any claim, debt, obligation or liability of Moadel Seller, regardless of when such claim, debt, obligation or PCliability arose, is asserted, or may have been asserted or (ciii) any actual obligations or alleged liabilities with respect to any claims arising out of actions or omissions omissions, that occurred prior to the Closing Date, by Moadel, PC, or any of PCthe Company's directors, officers, shareholders, agents, employees, representatives, subsidiaries and/or affiliates occurring prior to affiliates. Notwithstanding the Closing Date (regardless of whether such Indemnified Costs are asserted at any time before or after the Closing Date)foregoing, and (d) any actual or alleged actions or omissions by Moadel or PC occurring after the Closing that either were not made by Moadel or PC in its capacity as a director, officer or shareholder of Newco (as applicable), or, if made by Moadel or PC in such a capacity, constituted a breach of any fiduciary or other duty owed by Moadel or PC under applicable law or any Transaction Document. For purposes of this Section, any decrease in the value of a Prime Indemnified Party's ownership interest (if any) in Newco, as a result of the acts, omissions or circumstances described in clauses (a) through (d) of this Section, shall be deemed an Indemnified Cost, and such no Prime Indemnified Party shall be entitled to assert any claim for indemnification hereunder under this Section 6.1(a) unless and until such time as all claims of all Prime Indemnified Parties, taken together, exceed $25,000 in an amount equal the aggregate, at which time all claims of such Prime Indemnified Parties may be asserted individually or in combination (beginning with the first dollar). (b) Seller agrees to such decrease indemnify and hold harmless each Prime Indemnified Party from and against any and all Indemnified Costs in value; provided further thatconnection with the commencement or assertion of any third-party action which any of the Prime Indemnified Parties may sustain, notwithstanding arising out of (i) any provision breach or default by Seller of any of its representations, warranties, covenants or agreements contained in this Agreement or any other Transaction Document to the contraryDocument, neither Moadel nor PC mayor (ii) any claim, and each hereby agrees not todebt, seek contribution, indemnification obligation or reimbursement from Newco for any amount Moadel or PC is required to pay pursuant to this Articleliability of Seller, regardless of whether Moadel when such claim, debt, obligation or PC liability arose, is asserted, or may have been asserted. Notwithstanding the foregoing, no Prime Indemnified Party shall be entitled to contribution, assert any claim for indemnification or reimbursement under any Transaction Document, the organizational documents of Newco or applicable law. The parties agree that indemnification may not be sought under this ARTICLE Section 6.1(b) unless and until such time as all claims of all Prime Indemnified Parties, taken together, exceed $10,000 in the aggregate, at which time all claims of such Prime Indemnified Parties may be asserted individually or ARTICLE VII on in combination (beginning with the basis that the structure of the transactions contemplated by this Agreement violate any federal, state, county, or local laws, rules, regulations or ordinances regulating or legislating the provision of healthcare or the practice of medicine. The parties also agree that recourse under this ARTICLE or ARTICLE VII shall not be the sole recourse of the parties against one another for a breach of the provisions of this Agreement or any other Transaction Documentfirst dollar).