Common use of Indemnification of Sellers’ Representative Clause in Contracts

Indemnification of Sellers’ Representative. Sellers’ Representative shall be indemnified by the Sellers and the Beneficial Owners (and not any Buyer or University Pharmacy) for and shall be held harmless against any loss, liability or expense incurred by Sellers’ Representative or any of its Affiliates and any of their respective partners, managers, directors, officers, employees, agents, stockholders, consultants, attorneys, accountants, advisors, brokers, representatives or controlling persons, in each case relating to Sellers’ Representative’s conduct as Sellers’ Representative, other than losses, liabilities or expenses resulting from Sellers’ Representative’s gross negligence or willful misconduct in connection with its performance under this Agreement. The costs of such indemnification (including the costs and expenses of enforcing this right of indemnification) shall be individual obligations of the Sellers and the Beneficial Owners, which obligations may be satisfied as contemplated by Section 8.7. Sellers’ Representative may, in all questions arising under this Agreement, rely on the advice of counsel and for anything done, omitted or suffered in good faith by Sellers’ Representative in accordance with such advice, Sellers’ Representative shall not be liable to the Sellers, the Beneficial Owners or any other Person. In no event shall Sellers’ Representative in her capacity as Sellers’ Representative be liable hereunder or in connection herewith for any indirect, punitive, special or consequential damages.

Indemnification of Sellers’ Representative. The Sellers’ Representative shall be indemnified by the Sellers and the Beneficial Owners (and not any Buyer or University Pharmacy) Seller Parties, on a pro rata basis, for and shall be held harmless against any loss, liability Liability or expense incurred by the Sellers’ Representative or any of its Affiliates and any of their respective partners, managers, directors, officers, employees, agents, stockholders, consultants, attorneys, accountants, advisors, brokers, representatives Representatives or controlling persons, in each case case, relating to the Sellers’ Representative’s ’ conduct as Sellers’ Representative, other than losses, liabilities Liabilities or expenses resulting from the Sellers’ Representative’s gross negligence or willful misconduct in connection with its performance under this Agreement, the Escrow and Paying Agent Agreement, and the other Transaction Documents. The costs Sellers’ Representative shall have the right to cause the satisfaction of some or all of such indemnification (including the costs and expenses of enforcing this right of indemnification) shall be individual obligations using any then available proceeds of the Sellers and the Beneficial Owners, which obligations may be satisfied as contemplated by Section 8.7Sellers’ Representative Expense Amount. The Sellers’ Representative may, in all questions arising under this Agreement, rely on the advice of counsel and for anything done, omitted or suffered in good faith by the Sellers’ Representative in accordance with such advice, and the Sellers’ Representative shall not be liable to the Sellers, Seller Parties or the Beneficial Owners Agent or any other PersonPerson in connection therewith. In no event shall Sellers’ Representative in her capacity as the Sellers’ Representative be liable hereunder or in connection herewith for any indirect, punitive, special or consequential damages.

Indemnification of Sellers’ Representative. The Sellers shall indemnify the Sellers’ Representative shall be indemnified by the Sellers and the Beneficial Owners (and not any Buyer or University Pharmacy) for and shall be held hold the Sellers’ Representative harmless against any loss, liability or expense incurred by the Sellers’ Representative or and any of its Affiliates and any of their respective partners, managers, directors, officers, employees, agents, stockholders, consultants, attorneys, accountants, advisors, brokers, representatives or controlling personsPersons, in each case relating to the Sellers’ Representative’s conduct as Sellers’ Representative, including all out-of-pocket expenses incurred for legal fees or otherwise, other than losses, liabilities Liabilities or expenses resulting from the Sellers’ Representative’s gross negligence or willful misconduct in connection with its performance under this Agreement and the Escrow Agreement. The costs of such indemnification (including the costs and expenses of enforcing this right of indemnification) shall be individual obligations of the Sellers and the Beneficial Owners, which obligations may be satisfied as contemplated by Section 8.7based on their respective Pro Rata Shares of such costs. The Sellers’ Representative may, in all questions arising under this Agreement, rely on the advice of counsel and for anything done, omitted or suffered in good faith by the Sellers’ Representative in accordance with such advice, the Sellers’ Representative shall not be liable to Sellers or the Sellers, the Beneficial Owners Escrow Agent or any other Person. In no event shall Sellers’ Representative in her capacity as the Sellers’ Representative be liable hereunder or in connection herewith for any indirect, punitive, special or consequential damages.

Indemnification of Sellers’ Representative. The Sellers’ Representative shall be indemnified by the Sellers and the Beneficial Owners (and not the Purchaser, the Blocker Companies or any Buyer or University Pharmacyof the Group Companies) for and shall be held harmless against any loss, liability or expense incurred by the Sellers’ Representative or any of its Affiliates and any of their respective partners, managers, directors, officers, employees, agents, stockholders, consultants, attorneys, accountants, advisors, brokers, representatives or controlling persons, in each case relating to the Sellers’ Representative’s conduct as Sellers’ Representative, other than losses, liabilities or expenses resulting from the Sellers’ Representative’s gross negligence or willful misconduct in connection with its performance under this Agreement. This indemnification shall survive the termination of this Agreement. The costs of such indemnification (including the costs and expenses of enforcing this right of indemnification) shall be first deducted from the Sellers’ Representative Fund and shall thereafter be individual obligations of the Sellers and the Beneficial Ownersin proportion to each such Seller’s Pro Rata Percentage, which obligations may be satisfied as contemplated by Section 8.711.7. The Sellers’ Representative may, in all questions arising under this Agreement, rely on the advice of counsel and for anything done, omitted or suffered in good faith by the Sellers’ Representative in accordance with such advice, the Sellers’ Representative shall not be liable to the Sellers, the Beneficial Owners Sellers or any other Personperson. In no event shall Sellers’ Representative in her capacity as the Sellers’ Representative be liable hereunder or in connection herewith for any indirect, punitive, special or consequential damages.

Indemnification of Sellers’ Representative. Sellers shall indemnify the Sellers’ Representative shall be indemnified by the Sellers and the Beneficial Owners (and not any Buyer or University Pharmacy) for and shall be held hold the Sellers’ Representative harmless against any loss, liability or expense incurred by the Sellers’ Representative or any of its Affiliates and any of their respective partners, managers, directors, officers, employees, his agents, stockholders, consultants, attorneys, accountants, advisors, brokers, representatives brokers or controlling personsrepresentatives, in each case relating to the Sellers’ Representative’s conduct as the Sellers’ Representative, including all out-of-pocket expenses incurred for legal fees or otherwise, other than losses, liabilities or expenses resulting from the Sellers’ Representative’s gross negligence or willful misconduct in connection with its performance under this Agreement and the Escrow Agreement. The costs of such indemnification (including the costs and expenses of enforcing this right of indemnification) shall be individual obligations of the Sellers and the Beneficial Owners, which obligations may be satisfied as contemplated by Section 8.7each Seller based on his or her Pro Rata Share of such costs. Sellers’ Representative may, in all questions arising under this Agreement, rely on the advice of counsel and for anything done, omitted or suffered in good faith by Sellers’ Representative in accordance with such advice, The Sellers’ Representative shall not be liable entitled to deduct any such fees and expenses from any amounts payable to Sellers in accordance with the Sellers, terms of this Agreement or the Beneficial Owners or any other PersonEscrow Agreement. In no event shall Sellers’ Representative in her capacity as the Sellers’ Representative be liable hereunder or in connection herewith for any indirect, punitive, special or consequential damages.