Common use of Indemnification of Seller Indemnified Parties Clause in Contracts

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 terms thereof, and (y) not include the payment obligations of Novoste to AEA Technology-QSA, GmbH pursuant to Section 5.3(b)); (f) The Royalty Agreements incurred 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 Royalty Agreements after the Closing, including, but not limited to, those related to royalty and other payment obligations to the other parties thereto without regard to whether the Royalty Agreements are assigned to Purchaser in accordance with the terms thereof, and (y) not include any debts, liabilities and obligations incurred by Seller in connection with the Royalty Agreements prior to the Closing which are to be paid by Novoste on a pro rata basis with respect to periods prior to the Closing); (g) The employment of Seller’s VBT Business employees identified in Schedule 9.3(g) arising after the date of employment by Purchaser, BMI or any of their Affiliates of any such employee; it being understood that this Section 9.3(g) shall be of no force or effect if none of Purchaser, BMI or any of their Affiliates hires any of Seller’s VBT Business employees identified in Schedule 9.3(g); or (h) The fulfillment by Novoste and Novoste GmbH of the agreement and covenant of Novoste and Novoste GmbH set forth in Section 10.11 or otherwise arising from Novoste GmbH acting as Purchaser’s Authorized Representative and European Community Representative as set forth in Section 10.11.

Indemnification of Seller Indemnified Parties. Purchaser (a) From and after the Closing, Purchasers and GAH II shall indemnify, defend indemnify and save and hold harmless Novoste Sellers, CAC and each Subsidiary and each of NSA, their respective directors, officers, employeesAffiliates and Representatives, and agents their respective successors and assigns (collectively, the “Seller IndemniteesIndemnified Parties”) 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 Losses suffered by any of the such Seller Indemnitees, directly or indirectly, to the extent the Damages result Indemnified Party resulting from, arise arising out of, or are caused incurred in connection with: (i) any failure of any representation, warranty or certification made by GAH in this Agreement or in the documents delivered pursuant to the provisions of this Agreement (including the certificate contemplated by Section 5.2(d)) to be true and correct when made, and (ii) any of the following: (a) Any nonfulfillment or breach of any of the representations and warranties of Purchaser covenant or BMI agreement made by any Purchaser, GAH II, SAB or NAAC in this Agreement;. (b) Any breach From and after the Closing, NAAC shall indemnify and save and hold harmless the Seller Indemnified Parties from and against any Losses suffered by any such Seller Indemnified Party resulting from, arising out of, or incurred in connection with any failure of any covenantrepresentation, obligation warranty or agreement certification made by Purchaser or BMI NAAC in this AgreementAgreement (including the certificate contemplated by Section 5.2(d)) to be true and correct when made; (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 From 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 terms thereof, and (y) not include the payment obligations of Novoste to AEA Technology-QSA, GmbH pursuant to Section 5.3(b)); (f) The Royalty Agreements incurred 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 Royalty Agreements after the Closing, includingGramercy and St. Xxx, but not limited torespectively, those shall indemnify and save and hold harmless the Seller Indemnified Parties from and against any Losses suffered by any such Seller Indemnified Party resulting from, arising out of, or incurred in connection with (i) any fact, situation, circumstance, status, condition, funding or reimbursement obligation, Liability, activity, practice, occurrence, event, incident or transaction, in either case in connection with or related to royalty the conduct of the business, operations, activities, affairs and other payment obligations management of Gramercy or St. Xxx, or the ownership, use or occupancy of any asset or property owned, leased, used or held for use by either Gramercy or St. Xxx, or the ownership of the Membership Interests, the Shares or the SAB Equity, including any Third-Party Claim related to any of the other parties thereto without regard to whether the Royalty Agreements are assigned to Purchaser in accordance with the terms thereofforegoing, (ii) any CAC Guarantee, and (yiii) not include any debts, liabilities and obligations incurred by Seller Purchaser Released Matters. Anything in connection with the Royalty Agreements prior this Section 6.3(c) to the Closing which are contrary notwithstanding, neither Gramercy nor St. Xxx shall be required to be paid by Novoste indemnify the Seller Indemnified Parties for any Taxes imposed on a pro rata basis any of the Seller Indemnified Parties with respect to periods prior to their direct or indirect ownership or disposition of, the Closing); (g) The employment of Seller’s VBT Business employees identified in Schedule 9.3(g) arising after the date of employment by PurchaserMembership Interests, BMI SAB Equity or any of their Affiliates of any such employee; it being understood that this Section 9.3(g) shall be of no force or effect if none of Purchaser, BMI or any of their Affiliates hires any of Seller’s VBT Business employees identified in Schedule 9.3(g); or (h) The fulfillment by Novoste and Novoste GmbH of the agreement and covenant of Novoste and Novoste GmbH set forth in Section 10.11 or otherwise arising from Novoste GmbH acting as Purchaser’s Authorized Representative and European Community Representative as set forth in Section 10.11Shares.

Indemnification of Seller Indemnified Parties. Purchaser From and after the Closing, Buyer shall indemnifyindemnify and defend Seller, defend FSH, FSAM, their respective Affiliates and their respective Representatives (each a “Seller Indemnified Party,” collectively, the “Seller Indemnified Parties,” and together with the Buyer Indemnified Parties and the BDC Indemnified Parties, each an “Indemnified Party” and collectively the “Indemnified Parties”) and hold them harmless Novoste and each Subsidiary and each of their respective directors, officers, employees, and agents (collectively, “Seller Indemnitees”) from and against all General Losses that such Seller Indemnified Party may at any and all Damages that are paid, suffered time suffer or incurred by any of them in investigating, preparing, defending, acknowledging, satisfying or settling any claim or other assertion of liability asserted against, imposed uponincur, or incurred become subject to, in each case, as a result of 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 connection with (x) include all debts, liabilities the costs 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 out-of-pocket expenses (including willful infringement or enhanced damages), and settlement amounts or judgments, incurred, awarded or arising after actual attorneys’ fees) actually incurred by a Seller Indemnified Party in respect of defending against the assertion of any Buyer Post-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, against a Seller Indemnified Party and (y) not include Novoste’s legal fees, expenses and costs incurred all General Losses suffered 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 a Seller Indemnified Party arising out 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 terms thereof, and (y) not include the payment obligations of Novoste to AEA Technology-QSA, GmbH pursuant to Section 5.3(b)); (f) The Royalty Agreements incurred 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 resulting from the Royalty Agreements after the Closing, including, but not limited to, those related to royalty and other payment obligations to the other parties thereto without regard to whether the Royalty Agreements are assigned to Purchaser in accordance with the terms thereof, and (y) not include any debts, liabilities and obligations incurred by Seller in connection with the Royalty Agreements prior to the Closing which are to be paid by Novoste on a pro rata basis with respect to periods prior to the Closing); (g) The employment of Seller’s VBT Business employees identified in Schedule 9.3(g) arising after the date of employment by Purchaser, BMI or any of their Affiliates failure of any such employee; it being understood that this Section 9.3(g) shall be of no force or effect if none of Purchaser, BMI or any of their Affiliates hires any of Seller’s VBT Business employees identified in Schedule 9.3(g); or (h) The fulfillment by Novoste representation and Novoste GmbH of the agreement and covenant of Novoste and Novoste GmbH warranty set forth in Article V to be true and correct as of the date hereof and as of the Closing as if made as of the Closing and any breach of covenant to be performed prior to Closing by Buyer (each, a “Seller Loss”). Notwithstanding anything to the contrary contained herein, Buyer shall not be required to indemnify, defend or hold harmless any Seller Indemnified Party against, or reimburse any Seller Indemnified Party for, any Seller Losses to the extent that the aggregate amounts paid pursuant to this Section 10.11 8.2 exceed thirty two million dollars ($32,000,000) and Buyer shall not be required to indemnify, defend or otherwise arising from Novoste GmbH acting as Purchaser’s Authorized Representative hold harmless any Seller Indemnified Party against, or reimburse any Seller Indemnified Party for, any attorneys’ fees or consequential, special, incidental or indirect damages, lost profits, diminution of value or similar items to the extent that the aggregate amounts paid pursuant to this Section 8.2 in respect of such attorneys’ fees and European Community Representative as set forth in Section 10.11damages, lost profits, diminution of value or similar items exceed twenty two million dollars ($22,000,000).

Indemnification of Seller Indemnified Parties. Purchaser shall indemnify(a) Subject to the limitations set forth in this Article 9, defend from and after the Closing, each of Parent and the Buyer (each, a “Buyer Indemnifying Party” and, collectively, the “Buyer Indemnifying Parties”) shall, severally and not jointly, indemnify and hold harmless Novoste the Company Shareholders and any Person who holds Vested Company Options immediately prior to Closing (each Subsidiary a “Seller Indemnified Party” and each of their respective directors, officers, employees, and agents (collectively, the “Seller IndemniteesIndemnified Parties”) from from, against and against in respect of any and all Damages that are paid, suffered sustained 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 a Seller Indemnitees, directly or indirectly, to the extent the Damages result from, arise out of, or are caused by Indemnified Party resulting from any of the following: (ai) Any any breach or failure of any representation or warranty made by such Buyer Indemnifying Party in this Agreement or any agreement, document, certificate or other instrument required to be delivered by such Buyer Indemnifying Party under or pursuant to this Agreement (other than the Fundamental Representations) to be true and correct as of the representations date hereof or as of the Closing Date as if such representation or warranty had been made at and warranties as of Purchaser the Closing Date; (ii) any breach or BMI failure of any Fundamental Representations of such Buyer Indemnifying Party in this Agreement to be true and correct as of the date hereof or as of the Closing Date as if such representation or warranty had been made at and as of the Closing Date; (iii) any failure by such Buyer Indemnifying Party to perform or comply with any of its respective covenants or agreements set forth in this Agreement; (biv) Any breach any fraud of such Buyer Indemnifying Party in connection with this Agreement or any agreement, document, certificate or other instrument required to be delivered by such Buyer Indemnifying Party under or pursuant to this Agreement. For purposes of determining the amount of any covenantDamage suffered or incurred by a Seller Indemnified Party, obligation any qualifications in the representations, warranties and covenants with respect to a materiality, material 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, similar terms shall (x) include all debts, liabilities be disregarded and obligations related to or arising directly or indirectly from the Patent Infringement Lawsuit Liability, including, but will 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 have any effect with respect to the Patent Infringement Lawsuit Liability first arose calculation of the amount of any Damages attributable to a breach of any representation, warranty or were made prior to covenant of the date first relevant Buyer Indemnifying Party set forth above in this Agreement or may be asserted after in any of the date first set forth aboveancillary agreements, and (y) not include Novoste’s legal feesexhibits, expenses and costs incurred by Novoste schedules or certificates to, or delivered 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 terms thereof, and (y) not include the payment obligations of Novoste to AEA Technology-QSA, GmbH pursuant to Section 5.3(b)); (f) The Royalty Agreements incurred 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 Royalty Agreements after the Closing, including, but not limited to, those related to royalty and other payment obligations to the other parties thereto without regard to whether the Royalty Agreements are assigned to Purchaser in accordance with the terms thereof, and (y) not include any debts, liabilities and obligations incurred by Seller in connection with the Royalty Agreements prior to the Closing which are to be paid by Novoste on a pro rata basis with respect to periods prior to the Closing); (g) The employment of Seller’s VBT Business employees identified in Schedule 9.3(g) arising after the date of employment by Purchaser, BMI or any of their Affiliates of any such employee; it being understood that this Section 9.3(g) shall be of no force or effect if none of Purchaser, BMI or any of their Affiliates hires any of Seller’s VBT Business employees identified in Schedule 9.3(g); or (h) The fulfillment by Novoste and Novoste GmbH of the agreement and covenant of Novoste and Novoste GmbH set forth in Section 10.11 or otherwise arising from Novoste GmbH acting as Purchaser’s Authorized Representative and European Community Representative as set forth in Section 10.11Agreement.

Indemnification of Seller Indemnified Parties. Purchaser shall indemnify(a) From and after the Closing and subject to the provisions of this Article X, defend and hold harmless Novoste and each Subsidiary the Holders and each of their respective officers, directors, officers, employees, agents and agents other representatives (collectively, the “Seller IndemniteesIndemnified Parties”) shall be indemnified and held harmless by Parent from and against any and all Damages Losses that are paid, such Seller Indemnified Party actually 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 uponincurred, or incurred or suffered by became subject to, as a result of: 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 set forth in Article V (without regard to any qualification or BMI made in this Agreement;exception contained therein relating to materiality (such as the terms “material”). (b) Any breach Notwithstanding anything to the contrary contained herein, no Seller Indemnified Parties shall be entitled to indemnification hereunder for any Losses pursuant to Section 10.3(a): (i) with respect to any claim, unless such claim, together with other claims arising from similar or related underlying facts, events or circumstances, involves Losses in excess of any covenant, obligation or agreement made by Purchaser or BMI in this Agreementthe De Minimis Amount; (cii) Any Assumed Liabilities; (d) If there has been no Claim Settlement as until the aggregate amount of the Closing, Losses (in each case in excess of the Patent Infringement Lawsuit Liability incurred, awarded or arising after the Closing (which, for the avoidance of doubt, shall (x) include all debts, liabilities De Minimis Amount and obligations related to or arising directly or indirectly from the Patent Infringement Lawsuit Liability, including, but excluding any claims that are 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 indemnifiable pursuant to Section 3.2010.3(b)(i);) for which the Seller Indemnified Parties are determined in a Final Determination to be otherwise entitled to indemnification under Section 10.3(a) exceeds the Deductible, and thereafter the Seller Indemnified Parties shall be entitled to indemnification for all Losses in excess of the Deductible but in no event exceed the Cap; and (eiii) The AEA Supply Agreement regardless of whether such Damages arose or were incurred prior to in a cumulative aggregate amount (taking into account all amounts indemnified hereunder) exceeding 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 terms thereof, and (y) not include the payment obligations of Novoste to AEA Technology-QSA, GmbH pursuant to Section 5.3(b)); (f) The Royalty Agreements incurred 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 Royalty Agreements after the Closing, including, but not limited to, those related to royalty and other payment obligations to the other parties thereto without regard to whether the Royalty Agreements are assigned to Purchaser in accordance with the terms thereof, and (y) not include any debts, liabilities and obligations incurred by Seller in connection with the Royalty Agreements prior to the Closing which are to be paid by Novoste on a pro rata basis with respect to periods prior to the Closing); (g) The employment of Seller’s VBT Business employees identified in Schedule 9.3(g) arising after the date of employment by Purchaser, BMI or any of their Affiliates of any such employee; it being understood that this Section 9.3(g) shall be of no force or effect if none of Purchaser, BMI or any of their Affiliates hires any of Seller’s VBT Business employees identified in Schedule 9.3(g); or (h) The fulfillment by Novoste and Novoste GmbH of the agreement and covenant of Novoste and Novoste GmbH set forth in Section 10.11 or otherwise arising from Novoste GmbH acting as Purchaser’s Authorized Representative and European Community Representative as set forth in Section 10.11Cap.

Indemnification of Seller Indemnified Parties. Purchaser shall indemnifySubject to the applicable provisions of Section 11.4, defend Buyer will indemnify in full the Seller Shareholders, Seller and hold harmless Novoste and each Subsidiary and each of their respective its officers, directors, officers, employees, employees and agents (collectively, the “Seller IndemniteesIndemnified Parties”) ), and hold them harmless from and against against, any and all Damages that are paid, suffered Losses which they or incurred by any of them in investigating, preparing, defending, acknowledging, satisfying may suffer or settling any claim or other assertion of liability asserted against, imposed upon, or incurred or suffered by any of the Seller Indemniteesincur, directly or indirectly, to the extent the Damages result fromregardless of when suffered or incurred and whether or not involving a claim by a Third Party, which arise out of, from or are caused by any of the followingrelate to: (a) Any breach any Breach of any of the representations and warranties of Purchaser a representation or BMI made warranty by Buyer in this AgreementAgreement or in any Ancillary Document, determined in each case without giving effect to any materiality or material adverse effect qualifiers therein; (b) Any breach any Breach of any a covenant, obligation agreement or agreement made by Purchaser or BMI undertaking of Buyer in this Agreement; (c) Any the Assumed LiabilitiesLiabilities (regardless of whether there has been any Breach or whether the Losses are recoverable under any other provision of this Section 11.2), except to the extent such matter, or the same or substantially similar facts and circumstances giving rise to such indemnification claim under this Section 11.2(c), also gives rise to a claim for indemnification by a Buyer Indemnified Party under Section 11.3; (d) If there has been no Claim Settlement as any and all Taxes arising out of the Closing, Business or ownership or use of the Patent Infringement Lawsuit Liability incurred, awarded or arising Purchased Assets for any period commencing after the Closing (whichDate provided that such Taxes are not included in the Retained Liabilities, 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 except to the Patent Infringement Lawsuit Liability first arose or were made prior extent that any Buyer Indemnified Party would be entitled 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 indemnification for such matter under Section 3.20)11.3; (e) The AEA Supply Agreement all Liabilities otherwise arising from or relating to Buyer’s use, ownership or operation of the Purchased Assets or the operation of the Business after the Closing (regardless of whether such Damages arose there has been any Breach or were incurred prior whether the Losses are recoverable under any other provision of this Section 11.2), except (i) to the date first set forth above extent such matter, or arise the same or are incurred after substantially similar facts and circumstances giving rise to such indemnification claim under this Section 11.2(e), also gives rise to a claim for indemnification by a Buyer Indemnified Party under Section 11.3 or (ii) for such matters for which Seller is responsible under 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 Transition Services Agreement 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 terms thereof, and (y) not include the payment obligations of Novoste to AEA Technology-QSA, GmbH pursuant to Section 5.3(b));Personnel Agreement; or (f) The Royalty Agreements incurred or arising after the Closing (whichany and all reasonable costs and expenses, for the avoidance of doubtincluding reasonable legal fees and expenses, shall (x) include all debts, liabilities and obligations related to or arising directly or indirectly from the Royalty Agreements after the Closing, including, but not limited to, those related to royalty and other payment obligations to the other parties thereto without regard to whether the Royalty Agreements are assigned to Purchaser in accordance with the terms thereof, and (y) not include any debts, liabilities and obligations incurred by Seller in connection with enforcing the Royalty Agreements prior indemnification rights of the Seller Indemnified Parties pursuant to this Section 11.2, in each case to the Closing which are to be paid by Novoste on a pro rata basis with respect to periods prior to the Closing); (g) The employment of Seller’s VBT Business employees identified in Schedule 9.3(g) arising after the date of employment by Purchaser, BMI or any of their Affiliates of any extent that such employee; it being understood that this Section 9.3(g) shall be of no force or effect if none of Purchaser, BMI or any of their Affiliates hires any of Seller’s VBT Business employees identified in Schedule 9.3(g); or (h) The fulfillment by Novoste and Novoste GmbH of the agreement and covenant of Novoste and Novoste GmbH set forth in Section 10.11 or otherwise arising from Novoste GmbH acting as Purchaser’s Authorized Representative and European Community Representative as set forth in Section 10.11enforcement is successful.