Common use of Indemnification of Purchaser Indemnified Parties Clause in Contracts

Indemnification of Purchaser Indemnified Parties. Novoste shall indemnify, defend and hold harmless Purchaser, BMI, and their respective directors, officers, employees, and agents (collectively, the “Purchaser Indemnitees”) from and against any and all damages, costs, expenses, losses, claims, demands, liabilities and/or obligations, including, but not limited to, reasonable fees and disbursements of counsel (collectively, “Damages”), that are paid, suffered or incurred by any of them in investigating, preparing, defending, acknowledging, satisfying or settling any claims or other assertion of liability asserted against, imposed upon, or incurred or suffered by any of the Purchaser Indemnitees, directly or indirectly, to the extent the Damages result from, arise out of, or are caused by any of the following: (a) Any breach of any of the representations and warranties of Novoste made in this Agreement; (b) Any breach of any covenant, obligation or agreement made by Seller in this Agreement; (c) Any liabilities or obligations of Seller which are not Assumed Liabilities; or (d) Any action, claim, suit or proceeding based on the failure of any party to comply with any applicable bulk transfer statute or any claim against Purchaser arising under any such statute or based upon any failure to comply with any such statute, so long as the liability that is the basis for such action, claim, suit or proceeding is not included in, does not relate to or is not otherwise part of the Assumed Liabilities, including, but not limited to, those related to the AEA Supply Agreement, the Patent Infringement Lawsuit Liability (if there has been no Claim Settlement as of the Closing) and the Royalty Agreements as set forth in this Agreement.

Indemnification of Purchaser Indemnified Parties. Novoste Seller shall indemnify, defend and hold harmless Purchaser, BMI, and their respective its directors, officers, employees, and agents (collectively, the “Purchaser Indemnitees”) from and against any and all damages, costs, expenses, losses, claims, demands, liabilities and/or obligations, including, but not limited to, reasonable fees and disbursements of counsel (collectively, “Damages”), that are paid, suffered or incurred by any of them in investigating, preparing, defending, acknowledging, satisfying or settling any claims or other assertion of liability asserted against, imposed upon, or incurred or suffered by any of the Purchaser Indemnitees, directly or indirectly, to the extent the Damages result from, arise out of, or are caused by any of the following: (a) Any breach of any of the representations and warranties of Novoste Seller made in this Agreement; (b) Any breach of any covenant, obligation or agreement made by Seller in this Agreement; (c) Any liabilities or obligations of Seller which are not Fraud; (d) Other than claims with respect to the Assumed Liabilities, third-party claims, including any claims made by third parties with respect to Products manufactured and sold by Seller prior to the Closing; or (de) Any actionAll costs and expenses relating to the non-commissioning, claimdecommissioning, suit or proceeding based on closure of the failure Licensed Premises (as such term is defined in Section 9.3) or the Premises, except to the extent that such costs and expenses arise out of Purchaser’s use or occupancy thereof or the breach by Purchaser of any party to comply with any applicable bulk transfer statute or any claim against Purchaser arising under any such statute or based upon any failure to comply with any such statute, so long as the liability that is the basis for such action, claim, suit or proceeding is not included in, does not relate to or is not otherwise part provision of the Assumed Liabilities, including, but not limited to, those related to the AEA Supply Agreement, the Patent Infringement Lawsuit Liability (if there has been no Claim Settlement as of the Closing) and the Royalty Agreements as set forth in this AgreementSection 9.3.

Indemnification of Purchaser Indemnified Parties. Novoste (a) Seller and Singer shall jointly and severally indemnify, defend and hold harmless Purchaser, BMI, its Affiliates and each of their respective directors, officers, employees, Affiliates, stockholders, agents, representatives, successors and agents assigns (collectively, the “Purchaser IndemniteesIndemnified Parties”) harmless from and against against, any and all damages, costs, expenses, losses, claims, demands, liabilities and/or obligations, including, but Losses that any of Purchaser Indemnified Parties may sustain (whether or not limited to, reasonable fees and disbursements of counsel (collectively, “Damages”a Legal Proceeding is instituted by a third party), that are paid, suffered or incurred by to which any of them Purchaser Indemnified Parties may be subjected, arising out of or in investigating, preparing, defending, acknowledging, satisfying or settling any claims or other assertion of liability asserted against, imposed upon, or incurred or suffered by any of the Purchaser Indemnitees, directly or indirectly, to the extent the Damages result from, arise out of, or are caused by any of the followingconnection with: (ai) Any any inaccuracy or misrepresentation in or breach of any of (or an alleged breach arising from an Indemnification Claim arising from an allegation by a third party that, if true, would be a breach of) the representations and or warranties of Novoste made in this Agreement; (b) Any breach of any covenant, obligation or agreement made by Seller in this AgreementAgreement or the other Transaction Documents; (cii) Any liabilities any breach of any covenant or obligations agreement of Seller which are not Assumed Liabilities; or (d) Any action, claim, suit or proceeding based on the failure of any party to comply with any applicable bulk transfer statute or any claim against Purchaser arising under any such statute or based upon any failure to comply with any such statute, so long as the liability that is the basis for such action, claim, suit or proceeding is not included in, does not relate to or is not otherwise part of the Assumed Liabilities, including, but not limited to, those related to the AEA Supply Agreement, the Patent Infringement Lawsuit Liability (if there has been no Claim Settlement as of the Closing) and the Royalty Agreements as set forth in this Agreement or the other Transaction Documents; and (iii) any and all Taxes and/or Liabilities (or the nonpayment thereof) of Seller or Singer, including those arising in connection with effecting the transactions contemplated by this Agreement. (b) The right to indemnification, payment of Losses or other remedy based on breaches of representations and warranties in Articles III and IV, covenants and obligations will not be affected by any investigation conducted or any knowledge acquired (or capable of being acquired) at any time, with respect to the accuracy or inaccuracy of any representation or warranty, or the compliance with any covenant or obligation. The waiver of any closing condition based on the accuracy of any representation or warranty, or on the performance of or compliance with any covenant or obligation, will not affect the right to indemnification, payment of Losses, or other remedy based on such representations, warranties, covenants and obligations.

Indemnification of Purchaser Indemnified Parties. Novoste shall indemnify(a) Subject to the applicable provisions of Sections 8.1 and 8.6, defend the Stockholders covenant and agree that they, jointly and severally, will indemnify each Purchaser Indemnified Party (as hereinafter defined) against, and hold each Purchaser Indemnified Party harmless Purchaserfrom and in respect of, BMIany cost, damage (including any consequential, exemplary, punitive or treble damage) or expense (including reasonable and their respective directorsnecessary or appropriate fees and actual expenses of and disbursements by attorneys, officersconsultants, employeesexperts or other representatives and litigation costs) to, and agents any fine of or penalty on, or any liability (including loss of earnings or profits) of, any other nature (collectively, the “Purchaser Indemnitees”"Damages") from and against any and all damages, costs, expenses, losses, claims, demands, liabilities and/or obligations, including, but not limited to, reasonable fees and disbursements of counsel (collectively, “Damages”), such person that are paid, suffered or incurred by any of them in investigating, preparing, defending, acknowledging, satisfying or settling any claims or other assertion of liability asserted against, imposed upon, or incurred or suffered by any of the Purchaser Indemnitees, directly or indirectly, to the extent the Damages result arise from, arise out of, are based on or relate or otherwise are caused by attributable to (i) any of the following: (a) Any breach of any of the representations and warranties of Novoste made the Stockholders or the Company set forth herein (other than in Article III) or in certificates delivered in connection herewith, (ii) any nonfulfillment of any covenant or agreement on the part of the Stockholders or the Company under this Agreement, (iii) any liability under the 1933 Act, the 1934 Act or other applicable Governmental Requirement which arises out of or is based on (A) any untrue statement of a material fact relating to the Company or any subsidiary of the Company which is (1) provided to Purchaser or its counsel by the Stockholders and (2) contained in any preliminary prospectus relating to the IPO, the registration statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or (B) any omission or alleged omission to state therein a material fact relating to the Company or any subsidiary of the Company, or any of them, required to be stated therein or necessary to make the statements therein not misleading, and not provided to Purchaser or its counsel by the Company or the Stockholders (each such claim for Damages and each claim for Damages described in Section 8.2(b) being an "Purchaser Indemnified Loss"). As used in this Agreement; (b) Any breach of any covenant, obligation or agreement made by Seller in this Agreement; (c) Any liabilities or obligations of Seller which are not Assumed Liabilities; or (d) Any action, claim, suit or proceeding based on the failure of any party to comply with any applicable bulk transfer statute or any claim against Purchaser arising under any such statute or based upon any failure to comply with any such statute, so long as the liability that is the basis for such action, claim, suit or proceeding is not included in, does not relate to or is not otherwise part of the Assumed Liabilities, including, but not limited to, those related to the AEA Supply Agreement, the Patent Infringement Lawsuit Liability (if there has been term "Purchaser Indemnified Party" shall mean Purchaser and its Affiliates and each of their respective officers, directors, employees, agents and counsel; provided, however, that no Claim Settlement person who indemnifies any Purchaser Indemnified Party under this Agreement in his capacity as a Stockholder will be an Purchaser Indemnified Party for purposes of the Closing) and the Royalty Agreements as set forth in this Agreement.