Common use of Indemnification of Sellers’ Representative Clause in Contracts

Indemnification of Sellers’ Representative. The Sellers’ Representative shall be indemnified by the Sellers (and not the Purchaser, the Blocker Companies or any of 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 in proportion to each such Seller’s Pro Rata Percentage, which obligations may be satisfied as contemplated by Section 11.7. 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 or any other person. In no event shall 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 any Buyer or any of the Group CompaniesUniversity Pharmacy) 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 in proportion to each such Seller’s Pro Rata Percentageand the Beneficial Owners, which obligations may be satisfied as contemplated by Section 11.78.7. 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 Sellers, the Beneficial Owners or any other personPerson. In no event shall the 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 not the PurchaserSeller Parties, the Blocker Companies or any of the Group Companies) 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. This indemnification shall survive , the termination of this 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 obligations using any then available proceeds of enforcing this right of indemnification) shall be first deducted from the Sellers’ Representative Fund and shall thereafter be individual obligations of the Sellers in proportion to each such Seller’s Pro Rata Percentage, which obligations may be satisfied as contemplated by Section 11.7Expense 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 Agent or any other personPerson in connection therewith. In no event shall the Sellers’ Representative be liable hereunder or in connection herewith for any indirect, punitive, special or consequential damages. 7.5.

Indemnification of Sellers’ Representative. The Sellers’ Representative shall be indemnified by the Sellers (and not the Purchaser, the Blocker Companies or any of the Group Companies) for and shall be held harmless by the Sellers against any loss, liability or expense incurred by the Sellers’ Representative or any of its Affiliates and any of their respective partners, managers, members, 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 the 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 and the Escrow 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 Expense Amount and shall thereafter be individual obligations of the Sellers in proportion to each such Seller’s based on their Pro Rata PercentageShare of such costs, which obligations may be satisfied as contemplated by Section 11.713.8. 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 or the Escrow Agent or any other personPerson. In no event shall the Sellers’ Representative be liable hereunder or in connection herewith for any indirect, punitive, special or consequential damages.for

Indemnification of Sellers’ Representative. The Sellers shall indemnify the Sellers’ Representative shall be indemnified by the Sellers (and not the Purchaser, the Blocker Companies or any of the Group Companies) 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. This indemnification shall survive Agreement and the termination of this Escrow 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 in proportion to each such Seller’s based on their respective Pro Rata Percentage, which obligations may be satisfied as contemplated by Section 11.7Shares 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 Escrow Agent or any other personPerson. In no event shall the Sellers’ Representative be liable hereunder or in connection herewith for any indirect, punitive, special or consequential damages.