Common use of Indemnification Provisions for Benefit of the Buyers Clause in Contracts

Indemnification Provisions for Benefit of the Buyers. (a) Subject to the terms, conditions and limitations provided herein, the Sellers, jointly and severally, shall indemnify and hold harmless the Buyers (and their respective directors, managers, officers, employees, shareholders, representatives, permitted successors and assigns and Affiliates) (each, a “Buyer Indemnified Party”) from and against any and all Losses that any of such Buyer Indemnified Parties shall incur, sustain or suffer and that relate to or arise, directly or indirectly, out of or in connection with (i) any inaccuracy in or breach by the AUC Entities of any representation or warranty made by the AUC Entities in this Agreement or any other Transaction Agreement; (ii) any breach of or default in the performance by the AUC Entities of any covenant, agreement or obligation to be performed by the AUC Entities pursuant to this Agreement or any other Transaction Documents; (iii) the Excluded Assets; (iv) the Retained Liabilities, or (v) any Tien Dispute; provided, however, that except with respect to any Losses incurred in connection with the Specified Matters, the Sellers shall not have any obligation to indemnify the Buyer Indemnified Parties from and against any Losses incurred pursuant to the terms of this Agreement until the aggregate amount of indemnifiable Losses suffered by the Buyer Indemnified Parties pursuant to the terms of this Agreement exceeds One Million Dollars ($1,000,000) (the “Deductible”), in which event the Buyer Indemnified Parties may recover the full amount of such Losses in excess of the Deductible; provided, further, except with respect to any Losses incurred in connection with the Specified Matters, (A) the Sellers’ aggregate Liability for Losses incurred pursuant to the terms of this Agreement shall not exceed Thirty-Six Million Dollars ($36,000,000) (the “Tier 1 Cap”) (after which point the Sellers will have no obligation to indemnify the Buyer Indemnified Parties from and against any Losses subject to the Tier 1 Cap); and (B) without prejudice to the limitation set forth in the immediately preceding subsection (A), the Sellers’ aggregate Liability for Losses incurred pursuant to the terms of this Agreement shall in no event exceed the Purchase Price (the “Tier 2 Cap”) (after which point the Sellers will have no obligation to indemnify the Buyer Indemnified Parties from and against any further Losses).

Indemnification Provisions for Benefit of the Buyers. (ai) Subject to (A) In the termsevent any of the KCI Sellers breaches any of their representations, conditions warranties, and limitations covenants contained herein (other than the covenants in ss.2A(a) and the representations and warranties in ss.3(a), ss.4(b) or ss.4(j)), provided herein, the Sellers, jointly and severally, shall indemnify and hold harmless that the Buyers (and their respective directorsmake a written claim for indemnification against the KCI Sellers pursuant to ss.10(h) below within any applicable survival period set forth in ss.8(a), managers, officers, employees, shareholders, representatives, permitted successors and assigns and Affiliates) (each, a “Buyer Indemnified Party”) then each of the KCI Sellers severally agrees to indemnify the Buyers from and against his or its Allocable Portion of any Adverse Consequences the Buyers shall suffer through and all Losses that after the date of the claim for indemnification caused by the breach, and (B) each of the KCI Sellers severally agrees to indemnify the Buyers from and against his or its Allocable Portion of any Adverse Consequences the Buyers shall suffer through and after the date of any claim for indemnification caused by any of such Buyer Indemnified Parties shall incur, sustain the pending or suffer and that relate to or arise, directly or indirectly, out threatened litigations disclosed in ss.4(p) of or in connection with (i) any inaccuracy in or breach by the AUC Entities of any representation or warranty made by the AUC Entities in this Agreement Disclosure Schedule or any other Transaction Agreement; (iiof the matters identified in ss.4(r) any breach of or default in the performance by the AUC Entities of any covenant, agreement or obligation to be performed by the AUC Entities pursuant to this Agreement or any other Transaction Documents; (iii) the Excluded Assets; (iv) the Retained Liabilities, or (v) any Tien DisputeDisclosure Schedule; provided, however, that except with respect to any Losses incurred in connection with the Specified Matters, the KCI Sellers shall not have any obligation to indemnify the Buyer Indemnified Parties Buyers from and against any Losses incurred pursuant to the terms of this Agreement Adverse Consequences described in clauses (A) or (B), above ("General Adverse Consequences"), until the aggregate amount Buyers have suffered General Adverse Consequences in excess of indemnifiable Losses suffered by a deductible ("General Indemnity Deductible") equal to $2 million, after which point each of the Buyer Indemnified Parties pursuant KCI Sellers will be obligated to indemnify the terms Buyers from and against only its Allocable Portion of this Agreement exceeds One Million Dollars ($1,000,000) (the “Deductible”), in which event the Buyer Indemnified Parties may recover the full amount of such Losses Adverse Consequences in excess of the Deductible; provided, further, except with respect $2 million aggregate General Indemnity Deductible until the total amount of General Adverse Consequences in excess of such $2 million exceeds $8 million minus any amounts paid by the KCI Sellers to any Losses incurred in connection with the Specified Matters, (A) the Sellers’ aggregate Liability for Losses incurred Buyers pursuant to ss.8(b)(iv) in excess of the terms of this Agreement shall not exceed Thirty-Six Million Dollars ($36,000,000) (the “Tier 1 Cap”) Base Tax Indemnity (after which point the KCI Sellers will have no obligation to indemnify the Buyer Indemnified Parties Buyers from and against any Losses subject to the Tier 1 Capfurther General Adverse Consequences); and (B) without prejudice to the limitation set forth provided, further, that nothing in the immediately preceding subsection (A), the Sellers’ aggregate Liability for Losses incurred pursuant to the terms of this Agreement shall limit in no event exceed any way any Party's remedies in respect of fraud; provided, further, that in each case in which a breach of any representation or warranty creates entitlement to indemnification under this ss.8, the Purchase Price (the “Tier 2 Cap”) (after which point the Sellers will have no obligation amount of Adverse Consequences shall be determined without taking into account any qualification as to indemnify the Buyer Indemnified Parties from and against materiality or Material Adverse Effect contained in any further Losses)such representation or warranty.

Indemnification Provisions for Benefit of the Buyers. (a) Subject to the terms, conditions and limitations provided herein, the Sellers, jointly and severally, shall indemnify and hold harmless the Buyers (and their respective directors, managers, officers, employees, shareholders, representatives, permitted successors and assigns and Affiliates) (each, a “Buyer Indemnified Party”) from and against any and all Losses that any of such Buyer Indemnified Parties shall incur, sustain or suffer and that relate to or arise, directly or indirectly, out of or in connection with (i) any inaccuracy in or breach by the AUC Entities of any representation or warranty made by the AUC Entities in this Agreement or any other Transaction Agreement; (ii) any breach of or default in the performance by the AUC Entities of any covenant, agreement or obligation to be performed by the AUC Entities pursuant to this Agreement or any other Transaction Documents; (iii) the Excluded Assets; (iv) the Retained Liabilities, or (v) any Tien Dispute; provided, however, that except with respect to any Losses incurred in connection with the Specified Matters, the Sellers shall not have any obligation to indemnify the Buyer Indemnified Parties from and against any Losses incurred pursuant to the terms of this Agreement until the aggregate amount of indemnifiable Losses suffered by the Buyer Indemnified Parties pursuant to the terms of this Agreement exceeds One Million Dollars ($1,000,000) (the “Deductible”), in which event the Buyer Indemnified Parties may recover the full amount of such Losses in excess of the Deductible; provided, further, except with respect to any Losses incurred in connection with the Specified Matters, (A) the Sellers’ aggregate Liability for Losses incurred pursuant to the terms of this Agreement shall not exceed Thirty-Six Million Dollars ($36,000,000) (the “Tier 1 Cap”) (after which point the Sellers will have no obligation to indemnify the Buyer Indemnified Parties from and against any Losses subject to the Tier 1 Cap); and (B) without prejudice to the limitation set forth in the immediately preceding subsection (A), the Sellers’ aggregate Liability for Losses incurred pursuant to the terms of this Agreement shall in no event exceed the Purchase Price (the “Tier 2 Cap”) (after which point the Sellers will have no obligation to indemnify the Buyer Indemnified Parties from and against any further Losses).. 40 (b) Notwithstanding anything to the contrary herein, the Sellers shall have no Liability to indemnify the Buyer Indemnified Parties for any Losses to the extent reflected or reserved on the Closing Statement. Section 8.3