Common use of Indemnification of the Stockholder Indemnified Parties Clause in Contracts

Indemnification of the Stockholder Indemnified Parties. Subject to the other provisions of this ARTICLE X other than Section 10.1(f), the Purchaser shall indemnify, defend and hold harmless the Stockholder Indemnified Parties from and against any and all direct or indirect Losses incurred, resulting or arising from: (a) any breach of any Fundamental Representations and Warranties made by the Purchaser in this Agreement; (b) any willful breach (i.e., an act taken with the actual knowledge that such act would cause a breach) by the Purchaser or its Affiliates of any of the agreements set forth on Exhibit 10.1(c)(i) hereof, subject in each case to any applicable monetary or other limitations on remedies provided therein; (c) any breach of any covenant, agreement or undertaking made by the Purchaser in this Agreement; and (d) except as specifically set forth in this Agreement, any Liability (including Liability imposed on any direct or indirect owners) relating to (i) the Dialysis Centers Divestiture, (ii) the Spinoff or (iii) the post-Closing ownership, operation and disposition of Spinco or the Spinoff Subsidiaries, including in each case, any such Liability incurred by Spinco or the Spinoff Subsidiaries directly. For the avoidance of doubt, Purchaser shall have no obligation to indemnify Stockholder Indemnified Parties (or their direct or indirect owners) for any Liabilities, including Taxes, associated with unrelated business taxable income, U.S. effectively connected income or fixed or determinable annual or periodic income or any breaches by the Stockholders of their covenants, agreements or undertakings with their Affiliates or direct or indirect owners. The Losses of the Stockholder Indemnified Parties described in this Section 10.2 as to which the Stockholder Indemnified Parties are entitled to indemnification are collectively referred to as “Stockholder Losses.”

Indemnification of the Stockholder Indemnified Parties. (a) Subject to the other provisions of limitations set forth in this ARTICLE X other than Section 10.1(f)Article VIII, the Purchaser shall indemnifyfrom and after Closing, defend Buyer hereby agrees to indemnify and hold harmless the Stockholder Indemnified Parties from and against any and all direct Losses suffered, sustained or indirect Losses incurredincurred by any Stockholder Indemnified Party, resulting from, arising in connection with or arising from: related to (ai) any breach of a representation or warranty made by Buyer or Merger Sub contained in this Agreement or the Transaction Documents, or (ii) any breach of any Fundamental Representations and Warranties covenant made by the Purchaser Buyer or Merger Sub in this Agreement;Agreement or the Transaction Documents. Any claim for indemnification by a Stockholder Indemnified Party shall only be initiated and maintained through the Stockholders’ Representative. (b) any willful breach (i.e.The representations and warranties, an act taken with covenants and obligations of Buyer or the actual knowledge Merger Sub, and the rights and remedies that such act would cause a breach) may be exercised by the Purchaser Stockholder Indemnified Parties, shall not be limited or its Affiliates otherwise affected by or as a result of either any of the agreements set forth on Exhibit 10.1(c)(i) hereofinformation furnished to, subject in each case to or any applicable monetary or other limitations on remedies provided therein; (c) any breach of any covenant, agreement or undertaking due diligence investigation made by the Purchaser in this Agreement; and (d) except as specifically set forth in this Agreement, any Liability (including Liability imposed on any direct or indirect owners) relating to (i) the Dialysis Centers Divestiture, (ii) the Spinoff or (iii) the post-Closing ownership, operation and disposition of Spinco or the Spinoff Subsidiaries, including in each case, any such Liability incurred by Spinco or the Spinoff Subsidiaries directly. For the avoidance of doubt, Purchaser shall have no obligation to indemnify Stockholder Indemnified Parties (or their direct or indirect owners) for any Liabilities, including Taxes, associated with unrelated business taxable income, U.S. effectively connected income or fixed or determinable annual or periodic income or any breaches by the Stockholders of their covenants, agreements or undertakings with their Affiliates or direct or indirect owners. The Losses of the Stockholder Indemnified Parties described or any of their respective representatives. (c) The Stockholder Indemnified Parties’ right to indemnification pursuant to Section 8.3(a)(i) shall be limited and satisfied in this accordance with the following: (i) except with respect to Losses arising out of breaches or inaccuracies in any Fundamental Representation or any action based on Fraud or intentional misrepresentation, no Losses shall be subject to indemnification under Section 10.2 as 8.3(a)(i) until the total of all Losses in respect of indemnification claims under Section 8.3(a)(i) exceeds the Threshold, and then recovery shall be permitted hereunder for all Losses back to which the first dollar; (ii) except with respect to Losses arising out of breaches or inaccuracies in any Fundamental Representation or any action based on Fraud or intentional misrepresentation, the maximum aggregate liability of Buyer for Losses in respect of indemnification claims under Section 8.3(a)(i) shall be the Cap; and (iii) the Stockholder Indemnified Parties are will not be entitled to recover any Losses relating to any matter arising under, or any facts and circumstances relating to or arising out of, a provision of this Agreement to the extent that the Stockholder Indemnified Parties have already recovered Losses with respect to such matter pursuant to another provision of this Agreement and such recovery would be duplicative. (d) In no event shall Buyer’s indemnification are collectively referred obligations to as “the Stockholder LossesIndemnified Parties pursuant to this Section 8.3 exceed the portion of the Merger Consideration required to be paid by Buyer to the Stockholders.”

Indemnification of the Stockholder Indemnified Parties. Subject to the other provisions of this ARTICLE X other than Section 10.1(f), the Purchaser shall indemnify, defend and hold harmless the Stockholder Indemnified Parties from and against any and all direct or indirect Losses incurred, resulting or arising from: (a) any breach of any Fundamental Representations and Warranties made by the Purchaser in this Agreement; (b) any willful breach (i.e., an act taken with the actual knowledge that such act would cause a breach) by the Purchaser or its Affiliates of any of the agreements set forth on Exhibit 10.1(c)(i) hereof, subject in each case to any applicable monetary or other limitations on remedies provided therein; (c) any breach of any covenant, agreement or undertaking made by the Purchaser in this Agreement; and (d) except as specifically set forth in this Agreement, any Liability (including Liability imposed on any direct or indirect owners) relating to (i) the Dialysis Centers Divestiture[*], (ii) the Spinoff [*] or (iii) the post-Closing ownership, operation and disposition of Spinco or the Spinoff Subsidiaries, including in each case, any such Liability incurred by Spinco or the Spinoff Subsidiaries directly[*]. For the avoidance of doubt, Purchaser shall have no obligation to indemnify Stockholder Indemnified Parties (or their direct or indirect owners) for any Liabilities, including Taxes, associated with unrelated business taxable income, U.S. effectively connected income or fixed or determinable annual or periodic income or any breaches by the Stockholders of their covenants, agreements or undertakings with their Affiliates or direct or indirect owners. The Losses of the Stockholder Indemnified Parties described in this Section 10.2 as to which the Stockholder Indemnified Parties are entitled to indemnification are collectively referred to as “Stockholder Losses.”

Indemnification of the Stockholder Indemnified Parties. (a) Subject to the other provisions of limitations set forth in this ARTICLE X other than Section 10.1(f)Article VIII, the Purchaser shall indemnifyfrom and after Closing, defend Buyer hereby agrees to indemnify and hold harmless the Stockholder Indemnified Parties from and against any and all direct Losses suffered, sustained or indirect Losses incurredincurred by any Stockholder Indemnified Party, resulting from, arising in connection with or arising from: related to (ai) any breach of a representation or warranty made by Buyer or Merger Sub contained in this Agreement or the Transaction Documents, or (ii) any breach of any Fundamental Representations and Warranties covenant made by the Purchaser Buyer or Merger Sub in this Agreement;Agreement or the Transaction Documents. Any claim for indemnification by a Stockholder Indemnified Party shall only be initiated and maintained through the Stockholders’ Representative. (b) any willful breach (i.e.The representations and warranties, an act taken with covenants and obligations of Buyer or the actual knowledge Merger Sub, and the rights and remedies that such act would cause a breach) may be exercised by the Purchaser Stockholder Indemnified Parties, shall not be limited or its Affiliates otherwise affected by or as a result of either any of the agreements set forth on Exhibit 10.1(c)(i) hereofinformation furnished to, subject in each case to or any applicable monetary or other limitations on remedies provided therein; (c) any breach of any covenant, agreement or undertaking due diligence investigation made by the Purchaser in this Agreement; and (d) except as specifically set forth in this Agreement, any Liability (including Liability imposed on any direct or indirect owners) relating to (i) the Dialysis Centers Divestiture, (ii) the Spinoff or (iii) the post-Closing ownership, operation and disposition of Spinco or the Spinoff Subsidiaries, including in each case, any such Liability incurred by Spinco or the Spinoff Subsidiaries directly. For the avoidance of doubt, Purchaser shall have no obligation to indemnify Stockholder Indemnified Parties (or their direct or indirect owners) for any Liabilities, including Taxes, associated with unrelated business taxable income, U.S. effectively connected income or fixed or determinable annual or periodic income or any breaches by the Stockholders of their covenants, agreements or undertakings with their Affiliates or direct or indirect owners. The Losses of the Stockholder Indemnified Parties described or any of their respective representatives. (c) The Stockholder Indemnified Parties’ right to indemnification pursuant to Section 8.3(a)(i) shall be limited as follows: (i) except with respect to Losses arising out of breaches or inaccuracies in this any Fundamental Representation or any action based on fraud or intentional misrepresentation, no Losses shall be subject to indemnification under Section 10.2 as 8.3(a)(i) until the total of all Losses in respect of indemnification claims under Section 8.3(a)(i) exceeds the Threshold, and then recovery shall be permitted hereunder for all Losses back to which the first dollar; (ii) except with respect to Losses arising out of breaches or inaccuracies in any Fundamental Representation or any action based on fraud or intentional misrepresentation, the maximum aggregate liability of Buyer for Losses in respect of indemnification claims under Section 8.3(a)(i) shall be the Cap; and (iii) the Stockholder Indemnified Parties are will not be entitled to recover any Losses relating to any matter arising under, or any facts and circumstances relating to or arising out of, a provision of this Agreement to the extent that the Stockholder Indemnified Parties have already recovered Losses with respect to such matter pursuant to another provision of this Agreement and such recovery would be duplicative. (d) In no event shall Buyer’s indemnification are collectively referred obligations to as “the Stockholder LossesIndemnified Parties pursuant to this Section 8.3 exceed the portion of the Merger Consideration required to be paid by Buyer to the Stockholders. Any of Buyer’s indemnification obligations, if any, to the Stockholder Indemnified Parties pursuant to this Section 8.3 may be paid by issuance of Buyer Common Stock at the Buyer Common Stock Contingent Payment Price.”