Common use of Indemnification Provisions for Buyer’s Benefit Clause in Contracts

Indemnification Provisions for Buyer’s Benefit. (i) In the event of any inaccuracy in, breach of or failure to perform any representation, warranty or covenant of Sellers contained in this Agreement or in any certificate furnished by Sellers pursuant to this Agreement (determined, for purposes of this Section 8(b)(i), without regard to any limitations or qualifications as to “Material Adverse Effect”, “material” or other similar limitations or qualifications contained in any such representation or warranty), and provided that Buyer makes a written claim for indemnification against Sellers within the applicable survival period, then the Sellers shall be obligated jointly and severally to indemnify, defend and hold harmless Buyer, each of its Affiliates (including the Targets) and their respective officers, directors, employees, agents, advisors, successors and assigns (collectively, the “Buyer Indemnitees”) from and against the entirety of any Adverse Consequences the Buyer Indemnitees may suffer (including any Adverse Consequences the Buyer Indemnitees may suffer after the end of any applicable survival period) resulting from, arising out of, relating to, in the nature of, or caused by such inaccuracy, breach or failure; provided, however, that Sellers shall not have any obligation to indemnify, defend or hold harmless the Buyer Indemnitees from and against any Adverse Consequences resulting from, arising out of, relating to, in the nature of, or caused by any inaccuracy in or breach of any representation or warranty of Sellers (other than any representation or warranty in Sections 3(a)(i), 3(a)(ii), 3(a)(iv), 3(a)(v), 4(a)(i), 4(b), 4(d), 4(g)(iii) and 4(m), and any representation or warranty in Sections 4(c), 4(q) and 4(w) to the extent relating to any Reinsurance Agreements that are not listed in Section 4(c)(i), 4(q), 4(w)(i)(A), 4(w)(i)(B), 4(w)(i)(C), 4(w)(ii) or 4(w)(iii) of the Sellers Disclosure Schedule, in each case, as to which this proviso shall not apply) until the Buyer Indemnitees have suffered Adverse Consequences by reason of all such inaccuracies and breaches in excess of an aggregate deductible amount equal to $225,000 (after which point Sellers will be obligated only to indemnify the Buyer Indemnitees from and against Adverse Consequences in excess of such amount) provided, that, for the purposes of determining whether the deductible amount has been met or exceeded, claims for Adverse Consequences arising from a single event or a group or series of related events that are, individually or in the aggregate, less than $50,000 shall be excluded; and provided, further, that there will be an aggregate ceiling in an amount equal to $7,000,000 on the obligation of Sellers to indemnify, defend and hold harmless the Buyer Indemnitees from and against Adverse Consequences resulting from, arising out of, relating to, in the nature of, or caused by any inaccuracy in or breach of any representation or warranty of Sellers (other than any representation or warranty in Sections 3(a)(i), 3(a)(ii), 3(a)(iv), 3(a)(v), 4(a)(i), 4(b), 4(d), 4(f), 4(g)(iii) and 4(m), as to which such aggregate ceiling shall not apply). For the avoidance of doubt, Buyer’s failure to make a written claim for indemnification with respect to any such inaccuracy, breach or failure within the applicable survival period shall result in Sellers having no liability under this Section 8(b)(i) for any such inaccuracy, breach or failure. The parties expressly intend this Section 8(a) to modify any otherwise applicable statute of limitations under Delaware Law. (ii) Each Seller shall be jointly and severally obligated to indemnify, defend and hold harmless the Buyer Indemnitees from and against all Excluded Liabilities.

Indemnification Provisions for Buyer’s Benefit. (i) In the event of any inaccuracy in, breach of or failure to perform any representation, warranty or covenant of Sellers contained in this Agreement Seller breaches (or in the event any certificate furnished by Sellers pursuant to this Agreement (determinedthird party alleges facts that, for purposes if true, would mean any Seller has breached) any of this Section 8(b)(i)his, without regard to any limitations her, or qualifications as to “Material Adverse Effect”its representations, “material” or other similar limitations or qualifications contained in any such representation or warranty)warranties, and covenants contained herein (determined without any limitation or qualification by materiality) (other than the covenants in §2(a) above and the representations and warranties in §3(a) above) and, provided that Buyer makes a written claim for indemnification against Sellers any Seller pursuant to §11(h) below within the survival period (if there is an applicable survival periodperiod pursuant to §8(a) above), then the Sellers each Seller shall be obligated jointly and severally to indemnify, defend and hold harmless Buyer, each of its Affiliates (including the Targets) and their respective officers, directors, employees, agents, advisors, successors and assigns (collectively, the “indemnify Buyer Indemnitees”) from and against the entirety of any Adverse Consequences the (except as limited in §8(e) below) Buyer Indemnitees may suffer (including any Adverse Consequences the Buyer Indemnitees may suffer after the end of any applicable survival period) resulting from, arising out of, relating to, in the nature of, or caused by the breach (or the alleged breach). (ii) In the event any Seller breaches (or in the event any third party alleges facts that, if true, would mean any Seller breached) any of his, her, or its covenants in §2(a) above or any of his, her, or its representations and warranties in §3(a) above, and provided that Buyer makes a written claim for indemnification against such inaccuracya Seller pursuant to §11(h) below within the survival period (if there is an applicable survival period pursuant to §8(a) above), breach or failure; provided, however, that Sellers then such Seller shall not have any obligation to indemnify, defend or hold harmless the indemnify Buyer Indemnitees from and against the entirety of any Adverse Consequences (except as limited in §8(e) below) Buyer may suffer resulting from arising out of, relating to, in the nature of, or caused by the breach (or the alleged breach). (iii) Each Seller shall be obligated jointly and severally to indemnify Buyer from and against the entirety of any Adverse Consequences Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by any inaccuracy in claim for payment of Seller’s Transaction Expenses or breach other Liabilities of any representation or warranty Company existing as of Sellers (other than any representation or warranty in Sections 3(a)(i), 3(a)(ii), 3(a)(iv), 3(a)(v), 4(a)(i), 4(b), 4(d), 4(g)(iii) and 4(m), and any representation or warranty in Sections 4(c), 4(q) and 4(w) the Closing Date to the extent relating to any Reinsurance Agreements that are not listed included in Section 4(c)(i), 4(q), 4(w)(i)(A), 4(w)(i)(B), 4(w)(i)(C), 4(w)(ii) or 4(w)(iii) the Closing Statement for payment out of the Sellers Disclosure SchedulePreliminary Purchase Price. (iv) Subject to the limitations set forth in §8(e)(iv) below, in each case, the Seller identified on Schedule I as the Seller responsible for indemnification pursuant to which this proviso §8(b)(iv) (the “Special Indemnifying Seller”) shall not apply) until the Buyer Indemnitees have suffered Adverse Consequences by reason of all such inaccuracies and breaches in excess of an aggregate deductible amount equal to $225,000 (after which point Sellers will be obligated only to indemnify the Buyer Indemnitees from and against the entirety of any Adverse Consequences in excess of such amount) provided, that, for the purposes of determining whether the deductible amount has been met or exceeded, claims for Adverse Consequences arising from a single event or a group or series of related events that are, individually or in the aggregate, less than $50,000 shall be excluded; and provided, further, that there will be an aggregate ceiling in an amount equal to $7,000,000 on the obligation of Sellers to indemnify, defend and hold harmless the Buyer Indemnitees from and against Adverse Consequences may suffer resulting from, arising out of, relating to, in the nature of, or caused by any inaccuracy actual or alleged negligence or other misfeasance by the Company or its agents in title search services or breach of any representation or warranty of Sellers (other than any representation or warranty in Sections 3(a)(i), 3(a)(ii), 3(a)(iv), 3(a)(v), 4(a)(i), 4(b), 4(d), 4(f), 4(g)(iii) and 4(m), as issuing title insurance policies prior to which such aggregate ceiling shall not apply). For the avoidance of doubt, Buyer’s failure to make a written claim for indemnification with respect to any such inaccuracy, breach or failure within Closing that are asserted during the applicable survival period shall result in Sellers having no liability under this Section 8(b)(i) for any such inaccuracy, breach or failure. The parties expressly intend this Section 8(a) to modify any otherwise applicable statute of limitations under Delaware Lawthree years following the Closing. (ii) Each Seller shall be jointly and severally obligated to indemnify, defend and hold harmless the Buyer Indemnitees from and against all Excluded Liabilities.

Indemnification Provisions for Buyer’s Benefit. (i) In the event of any inaccuracy in, breach of or failure to perform any representation, warranty or covenant of Sellers contained in this Agreement or in any certificate furnished by Sellers pursuant to this Agreement (determined, for purposes of this Section 8(b)(i), without regard to any limitations or qualifications as to “Material Adverse Effect”, “material” or other similar limitations or qualifications contained in any such representation or warranty), and provided that Buyer makes a written claim for indemnification against Sellers within the applicable survival period, then the Sellers shall be obligated jointly and severally to indemnify, defend and hold harmless Buyer, each of its Affiliates (including the Targets) and their respective officers, directors, employees, agents, advisors, successors and assigns (collectively, the “Buyer Indemnitees”) from and against the entirety of any Adverse Consequences the Buyer Indemnitees may suffer (including any Adverse Consequences the Buyer Indemnitees may suffer after the end of any applicable survival period) resulting from, arising out of, relating to, in the nature of, or caused by such inaccuracy, breach or failure; provided, however, that Sellers shall not have any obligation to indemnify, defend or hold harmless the Buyer Indemnitees from and against any Adverse Consequences resulting from, arising out of, relating to, in the nature of, or caused by any inaccuracy in or breach of any representation or warranty of Sellers (other than any representation or warranty in Sections 3(a)(i), 3(a)(ii), 3(a)(iv), 3(a)(v), 4(a)(i), 4(b), 4(d), 4(g)(iii4(g)(v) and 4(m), and any representation or warranty in Sections 4(c), 4(q) and 4(w) to the extent relating to any Reinsurance Agreements that are not listed in Section 4(c)(i), 4(q), 4(w)(i)(A), 4(w)(i)(B), 4(w)(i)(C), 4(w)(ii) or 4(w)(iii) of the Sellers Disclosure Schedule, in each case, as to which this proviso shall not apply) until the Buyer Indemnitees have suffered Adverse Consequences by reason of all such inaccuracies and breaches in excess of an aggregate deductible amount equal to $225,000 one and one-half percent (1.5%) of the Purchase Price (after which point Sellers will be obligated only to indemnify the Buyer Indemnitees from and against Adverse Consequences in excess of such amount) provided, that, for the purposes of determining whether the deductible amount has been met or exceeded, claims for Adverse Consequences arising from a single event or a group or series of related events that are, individually or in the aggregate, less than $50,000 shall be excluded; and provided, further, that there will be an aggregate ceiling in an amount equal to $7,000,000 40,000,000 on the obligation of Sellers to indemnify, defend and hold harmless the Buyer Indemnitees from and against Adverse Consequences resulting from, arising out of, relating to, in the nature of, or caused by any inaccuracy in or breach of any representation or warranty of Sellers (other than any representation or warranty in Sections 3(a)(i), 3(a)(ii), 3(a)(iv), 3(a)(v), 4(a)(i), 4(b), 4(d), 4(f), 4(g)(iii4(g)(v) and 4(m), as to which such aggregate ceiling shall not apply). For the avoidance of doubt, Buyer’s failure to make a written claim for indemnification with respect to any such inaccuracy, breach or failure within the applicable survival period shall result in Sellers having no liability under this Section 8(b)(i) for any such inaccuracy, breach or failure. The parties expressly intend this Section 8(a) to modify any otherwise applicable statute of limitations under Delaware Law. (ii) Each Seller shall be jointly and severally obligated to indemnify, defend and hold harmless the Buyer Indemnitees from and against all Excluded Liabilities.

Indemnification Provisions for Buyer’s Benefit. (i) In the event of any inaccuracy inThe Selling Entities shall, breach of or failure to perform any representation, warranty or covenant of Sellers contained in this Agreement or in any certificate furnished by Sellers pursuant to this Agreement (determined, for purposes of this Section 8(b)(i), without regard to any limitations or qualifications as to “Material Adverse Effect”, “material” or other similar limitations or qualifications contained in any such representation or warranty), and provided that Buyer makes a written claim for indemnification against Sellers within the applicable survival period, then the Sellers shall be obligated jointly and severally to severally, indemnify, defend defend, and hold harmless Buyer, each of Buyer and its Affiliates (including the Targets) and their respective officers, directors, directors and employees, agentsand each of the heirs, advisorsexecutors, successors successors, and assigns of any of the foregoing (collectively, the “"Buyer Indemnitees”Indemnified Parties") from from, against, and against the entirety in respect of any and all Adverse Consequences the Buyer Indemnitees may suffer (including any Adverse Consequences the a Buyer Indemnitees Indemnified Party may suffer after the end of any applicable survival period) resulting from, arising out of, relating to, in the nature of, of or caused by such inaccuracy, any breach or failureinaccuracy of any representation or warranty in this Agreement (including the Disclosure Schedule) by any Selling Entity, provided that Buyer makes a written claim for indemnification against the Seller at the address listed in Section 12(g) below within the survival period (if there is an applicable survival period pursuant to Section 9(a) above); provided, however, that Sellers (A) the Selling Entities shall not have any obligation to indemnify, defend or hold harmless the indemnify Buyer Indemnitees from and against any Adverse Consequences resulting from, arising out of, relating to, in the nature of, or caused by any inaccuracy in or the breach of any representation or warranty of Sellers (other than any representation or warranty Selling Entity contained in Sections 3(a)(iSection 3(c)(i)(A), 3(a)(ii(B), 3(a)(iv), 3(a)(v), 4(a)(i), 4(b), 4(d), 4(g)(iii) and 4(m(C), and any representation or warranty in Sections 4(c(c)(ii), 4(q(d), (g), (h)(i)(v) and 4(w) to the extent relating to any Reinsurance Agreements that are not listed in Section 4(c)(i(vi), 4(q), 4(w)(i)(A), 4(w)(i)(B), 4(w)(i)(C), 4(w)(ii(j)-(o) or 4(w)(iiiand (q) of the Sellers Disclosure Schedule, in each case, as to which this proviso shall not applythrough (dd) above until the Buyer Indemnitees have has suffered Adverse Consequences by reason of all such inaccuracies and breaches in excess of an aggregate deductible amount equal to $225,000 350,000 (after which point Sellers the Selling Entities will be obligated only to indemnify the Buyer Indemnitees from and against for all Adverse Consequences in excess including the first $350,000 of such amountAdverse Consequences) provided, that, for the purposes of determining whether the deductible amount has been met or exceeded, claims for Adverse Consequences arising from a single event or a group or series of related events that are, individually or in the aggregate, less than $50,000 shall be excluded; and provided, further, that (B) there will be an a $7,000,000 aggregate ceiling in an amount equal to $7,000,000 on the obligation of Sellers the Selling Entities to indemnify, defend and hold harmless the indemnify Buyer Indemnitees from and against Adverse Consequences resulting from, arising out of, relating to, in the nature of, or caused by any inaccuracy in or breach breaches of the representations and warranties of any representation or warranty of Sellers (other than any representation or warranty Selling Entity contained in Sections 3(a)(iSection 3(c)(i)(A), 3(a)(ii(B), 3(a)(iv(C), 3(a)(vand (c)(ii), 4(a)(i(d), 4(b(g), 4(d(h)(i)(v) and (vi), 4(f), 4(g)(iii(j)-(o) and 4(m)(q) through (dd) above. In addition, as to which such aggregate ceiling shall not apply). For the avoidance of doubtSelling Entities shall, Buyer’s failure to make a written claim for indemnification with respect to any such inaccuracy, breach or failure within the applicable survival period shall result in Sellers having no liability under this Section 8(b)(i) for any such inaccuracy, breach or failure. The parties expressly intend this Section 8(a) to modify any otherwise applicable statute of limitations under Delaware Law. (ii) Each Seller shall be jointly and severally obligated to severally, indemnify, defend and hold harmless the Buyer Indemnitees from Indemnified Parties from, against and against in respect of any and all Excluded Adverse Consequences resulting from, arising out of, relating to, in the nature of or caused by any breach of any covenant, agreement, or undertaking made by any Selling Entity in this Agreement, other than with respect to the Ancillary Agreements. (ii) In addition, the Selling Entities shall, jointly and severally, indemnify, defend, and hold harmless the Buyer Indemnified Parties from, against, and in respect of any and all Adverse Consequences resulting from, arising out of, relating to, in the nature of, or caused by (A) the operation of the Lab and ownership and operation of the Acquired Assets prior to the Closing, (B) the products or services sold or provided by any Selling Entity or the Lab prior to Closing including any professional liability related thereto; (C) any noncompliance by any Selling Entity with bulk sales laws or fraudulent transfer laws in respect of the transactions contemplated by this Agreement and the Ancillary Agreements; (D) the employment (including any termination of employment) or retention by any Selling Entity of any Employee or independent contractor prior to or at Closing; (E) any liability or obligation to pay any fees or commissions to any broker, finder, intermediary, investment banker or agent brokerage retained by Seller or any Affiliate of Seller, (F) any liability of any Selling Entity arising or relating to the period prior to the Closing Date with respect to the Lab that is not included in the Assumed Liabilities, and (G) any Employee Benefit Plan established or maintained by Seller, any Hospital or any ERISA Affiliate and any Employee Benefit Plan maintained for the benefit of any Employee prior to Closing, including any liability based upon any claim of successor liability with respect to any Employee Benefit Plan.