Indemnification of Seller Indemnified Parties. Subject to the applicable provisions of Section 7.1 and Section 7.5, Buyer covenants and agrees to indemnify Seller and its members, employees, affiliates, controlling persons, agents and representatives and their successors and assigns (collectively, the “Seller Indemnified Parties”) against, and hold each Seller Indemnified Party harmless from and in respect of, all Damages to any Seller Indemnified Party that arise from, are based on or relate or otherwise are attributable to (i) any breach by Buyer of its representations and warranties set forth in this Agreement or in any certificates or documents delivered to Seller in connection with this Agreement, in each case without giving any effect to any materiality qualifiers with respect thereto with the exception of Section 4.7 for which such materiality qualifiers will be deemed to apply, (ii) the ownership, management, operation or use by Buyer of the Acquired Assets or the conduct of the Business by Buyer on and after the Closing, or (iii) any nonfulfillment of any covenant or agreement on the part of Buyer in this Agreement, and (iv) the Assumed Liabilities (each such liability, demand, claim, Action or cause of action, assessment, loss, damage, cost and expense being a “Seller Indemnified Loss”).
Indemnification of Seller Indemnified Parties. Purchaser shall indemnify, defend and hold harmless Novoste and each Subsidiary and each of their respective directors, officers, employees, and agents (collectively, “Seller Indemnitees”) from and against any and all Damages that are paid, suffered or incurred by any of them in investigating, preparing, defending, acknowledging, satisfying or settling any claim or other assertion of liability asserted against, imposed upon, or incurred or suffered by any of the Seller 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 Purchaser or BMI made in this Agreement;
(b) Any breach of any covenant, obligation or agreement made by Purchaser or BMI in this Agreement;
(c) Any Assumed Liabilities;
(d) If there has been no Claim Settlement as of the Closing, the Patent Infringement Lawsuit Liability incurred, awarded or arising after the Closing (which, for the avoidance of doubt, shall (x) include all debts, liabilities and obligations related to or arising directly or indirectly from the Patent Infringement Lawsuit Liability, including, but not limited to, attorney’s fees, expert witness fees, costs, damages (including willful infringement or enhanced damages), and settlement amounts or judgments, incurred, awarded or arising after the Closing without regard to when the claims with respect to the Patent Infringement Lawsuit Liability first arose or were made prior to the date first set forth above or may be asserted after the date first set forth above, and (y) not include Novoste’s legal fees, expenses and costs incurred by Novoste in connection with the Patent Infringement Lawsuit Liability prior to the Closing which are to be paid by Novoste pursuant to Section 3.20);
(e) The AEA Supply Agreement regardless of whether such Damages arose or were incurred prior to the date first set forth above or arise or are incurred after the date first set forth above (which, for the avoidance of doubt, shall (x) include all debts, liabilities and obligations related to the minimum purchase requirement payments and penalties whenever in the past or in the future such debts, liabilities or obligations arose or were incurred or may arise or be incurred and those related to decontamination and decommissioning costs and obligations in each case without regard to whether the AEA Supply Agreement is assigned to Purchaser in accordance with the te...
Indemnification of Seller Indemnified Parties. Following the Closing, Buyer will indemnify, defend, and hold harmless Seller and its partners, officers, directors, employees, Subsidiaries and Affiliates (the “Seller Indemnified Parties”) from and against any and all Damages arising, directly or indirectly, from or in connection with (i) any failure of any representation or warranty made by Buyer in this Agreement or any closing certificate delivered pursuant to this Agreement to be true and correct as of the Closing (as if made anew at and as of the Closing), and (ii) the breach of any covenant or agreement made or to be performed by Buyer pursuant to this Agreement.
Indemnification of Seller Indemnified Parties. Subject to this Section 5.2 from and after the Closing Date, Buyer shall indemnify, defend and hold harmless Seller (collectively "Seller Indemnified Parties") in respect of, and Seller Indemnified Parties shall be entitled to payment and reimbursement from Buyer and its respective successors and assigns (collectively the "Buyer Indemnifying Parties") of the amount of all Losses suffered, incurred or paid by any Seller Indemnified Party by reason of, in whole or in part, or arising -27- from, in whole or in part, (a) any breach by Buyer of any covenant, agreement or obligation of Buyer in this Agreement, and (b) any misrepresentation or inaccuracy in, or breach of any, representation or warranty contained in Article 4 or in any certificate of Buyer delivered pursuant to Article 6.
Indemnification of Seller Indemnified Parties. Buyer shall indemnify, defend and hold harmless Seller and its Affiliates, officers, managers, members, employees, independent contractors, agents, successors and assigns (collectively, the “Seller Indemnified Parties”) from and against any and all Losses which any of the Seller Indemnified Parties may suffer or for which any of the Seller Indemnified Parties may become liable and which are based on, the result of, arise out of or are otherwise related to any of the following:
(a) any material inaccuracy or misrepresentation in, or breach of any representation or warranty of Buyer in this Agreement, any of the other Transaction Documents or any certificate, schedule, list or other instrument to be furnished by Buyer to Seller pursuant to this Agreement or any of the other Transaction Documents;
(b) any breach or failure of Buyer to perform any covenant or agreement required to be performed by it pursuant to this Agreement or any of the other Transaction Documents after expiration of a reasonable cure period; and
(c) any Third-Party Claim against any of the Seller Indemnified Parties resulting from, arising out of or in any way related to (i) the operation of the Business after the Closing Date, or (ii) the failure of Buyer to perform, pay or discharge any Assumed Liability.
Indemnification of Seller Indemnified Parties. Subject to the provisions of Sections 9.1 and 9.6, the Genesis Members covenant and agree that they, jointly and severally, will indemnify each Seller Indemnified Party against, and hold each Seller Indemnified Party harmless from and in respect of, all Damages Claims that arise from, are based on, or relate or otherwise are attributable to (i) any breach of the representations and warranties of Genesis set forth in Article 4 or in certificates delivered in connection herewith, (ii) any nonfulfillment of any covenant or agreement on the part of Genesis under this Agreement, or (iii) any liability under the Securities Act, the Exchange Act, or other applicable Governmental Requirement that arises out of or is based on (A) any untrue statement or alleged untrue statement of a material fact relating to Genesis, any Genesis Subsidiary, or any Genesis Member that is (1) provided to JWCFS or Newco or its counsel by Genesis or the Genesis Members, and (2) contained in any Form S-4 Document, or (B) any omission or alleged omission to state therein a material fact relating to Genesis, any Genesis Subsidiary, or the Genesis Members required to be stated therein or necessary to make the statements therein not misleading, and not provided to JWCFS or Newco by Genesis or the Genesis Members (each such Damages Claim being a "Seller Indemnified Loss").
(b) Subject to the provisions of Section 9.6, each Genesis Member, severally and not jointly with any other Person, covenants and agrees that he will indemnify each Seller Indemnified Party against, and hold each Seller Indemnified Party harmless from and in respect of, all Damages Claims that arise from, are based on, or relate or otherwise are attributable to (i) any breach of the representations and warranties of that Genesis Member, solely as to that Genesis Member, set forth in Article 3 or in certificates delivered by that Genesis Member and relating to those representations and warranties, (ii) any nonfulfillment of any several, and not joint and several, agreement on the part of that Genesis Member under this Agreement, or (iii) any liability under the Securities Act, the Exchange Act, or other applicable Governmental Requirement that arises out of or is based on (A) any untrue statement or alleged untrue statement of a material fact relating solely to that Genesis Member that is (1) provided in writing to JWCFS or Newco or its counsel by that Genesis Member for purpose of inclusion in the Form S-4 Document and (2)...
Indemnification of Seller Indemnified Parties. (a) From and after the Closing, Buyer shall indemnify Sellers and their Affiliates and each of their respective officers, directors, employees, equity holders, agents and Representatives (each a “Seller Indemnified Party”) against and hold each Seller Indemnified Party harmless from any and all Losses suffered or incurred by any such Seller Indemnified Party arising from, relating to or otherwise in connection with:
(i) any breach of or inaccuracy in any representation or warranty of Buyer contained in this Agreement (without giving effect to any materiality threshold or qualifier contained therein);
(ii) any breach of or failure to perform any covenant or agreement of Buyer contained in this Agreement;
(iii) any Assumed Liability;
(iv) any Transfer Taxes or Apportioned Obligations allocated to Buyer pursuant to Section 5.2; or
(v) any Liabilities arising out of Buyer’s or its Affiliates’ operation of the Purchased Assets after the Closing, excluding, for the avoidance of doubt, any Excluded Liabilities.
(b) The consent of Buyer shall not be required in order for Seller to be indemnified under this Article VI.
Indemnification of Seller Indemnified Parties. (a) From and after the Closing, Buyer shall indemnify Seller and its Affiliates and each of their respective officers, directors, employees, equity holders, agents and Representatives (each a “Seller Indemnified Party”) against and hold each Seller Indemnified Party harmless from any and all Losses suffered or incurred by any such Seller Indemnified Party arising from, relating to or otherwise in connection with:
(i) any breach of or inaccuracy in any representation or warranty of Buyer contained in this Agreement or any Related Document (without giving effect to any materiality threshold or qualifier contained therein);
(ii) any breach of or failure to perform any covenant or agreement of Buyer contained in this Agreement or any Related Document;
(iii) any Assumed Liability;
(iv) any Transfer Taxes or Apportioned Obligations allocated to Buyer pursuant to Section 5.2; or
(v) any Liabilities arising out of Buyer’s or its Affiliates’ operation of the Purchased Assets after the Closing, excluding, for the avoidance of doubt, any Excluded Liabilities.
(b) The Seller Indemnified Parties shall be entitled to the indemnification provided for hereunder even if any of them had knowledge at any time of the matter that is later the subject of a claim for indemnity. The consent of Buyer shall not be required in order for Seller to be indemnified under this Article VI.
Indemnification of Seller Indemnified Parties. From and after the Closing, Buyer shall indemnify Sellers and their Affiliates and each of their respective officers, directors, employees, equity holders, agents and Representatives (each a “Seller Indemnified Party”) against and hold each Seller Indemnified Party harmless from any and all Losses suffered or incurred by any such Seller Indemnified Party arising from, relating to or otherwise in connection with:
(a) any breach of or inaccuracy in any representation or warranty of Buyer contained in this Agreement;
(b) any breach of or failure to perform any covenant or agreement of Buyer contained in this Agreement;
(c) any Assumed Liability; or
(d) any Liabilities arising out of Buyer’s or its Affiliates’ operation of the Purchased Assets after the Closing, excluding, for the avoidance of doubt, any Excluded Liabilities.
Indemnification of Seller Indemnified Parties. Subject to the other provisions of this Article IX, from and after the Closing, the Purchaser Parties shall indemnify the Sellers, their respective officers, directors, stockholders, managers, members and other Affiliates, and the respective successors of each of the foregoing (each, a “Seller Indemnified Party”), from and against Losses incurred by such Seller Indemnified Party after the Closing resulting from or arising out of:
(a) The breach of or any inaccuracy in any representation or warranty made by the Purchaser Parties in Article V or in any certificate furnished by either Purchaser Party to the Sellers pursuant to this Agreement; or
(b) The failure of either Purchaser Party to perform any covenant or agreement under this Agreement, or the failure of the Company to perform any covenant or agreement of the Company to be performed after the Closing under this Agreement.
