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

Indemnification Provisions for Buyer’s Benefit. (i) In the event a Seller breaches (or in the event any third party alleges facts that, if true, would mean a Seller has breached) any of its representations, warranties, and covenants contained in this Agreement (determined without regard to any limitations or qualifications by materiality), or if any of the statements in §3 are untrue (or in the event any third party alleges facts that, if true, would mean that such statements are untrue), and provided that Buyer makes a written claim for indemnification against Sellers pursuant to §7(f), then Target shall be obligated to indemnify Buyer and its officers, directors, managers, partners, stockholders, employees, agents, representatives, Affiliates, successors and assigns (each a “Buyer Indemnitee”), from and against the entirety of any Adverse Consequences such Buyer Indemnitee suffers (including any Adverse Consequences such Buyer Indemnitee suffers 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) or the untruth (or alleged untruth). (ii) Target shall be obligated to indemnify each Buyer Indemnitee from and against the entirety of any Adverse Consequences such Buyer Indemnitee may suffer resulting from, arising out of, relating to, in the nature of, or caused by (A) any Excluded Liability that becomes a Liability of such Buyer Indemnitee (including under any bulk transfer law of any jurisdiction, under any common law doctrine of de facto merger or successor liability, under Environmental, Health, and Safety Requirements, or otherwise by operation of law) or (B) the operation of Target’s business or the use of the Acquired Assets prior to or on the Closing Date, including, without limitation, Adverse Consequences resulting from the termination by Buyer of any employee hired by Buyer after the Closing.

Indemnification Provisions for Buyer’s Benefit. (i) In the event a that Seller breaches (or in the event any third party alleges facts that, if true, would mean a Seller has breached) any of its representations, warranties, and covenants contained in this Agreement (determined without regard to any limitations or qualifications by materiality)herein and, or if any of the statements in §3 are untrue (or in the event any third party alleges facts that, if true, would mean that such statements are untrue), and provided that Buyer makes a written claim for indemnification against Sellers Seller pursuant to §7(fSection 10(g) below within the survival period (if there is an applicable survival period pursuant to Section 8(a) above), then Target Seller shall be obligated to indemnify Buyer and hold Buyer, and its employees, officers, directors, managersand agents (individually, partnersa ''Buyer Indemnified Party" and collectively, stockholders, employees, agents, representatives, Affiliates, successors and assigns (each a “the "Buyer Indemnitee”), Indemnified Parties") harmless from and against the entirety of any Adverse Consequences such the Buyer Indemnitee suffers (including any Adverse Consequences such Buyer Indemnitee suffers after the end of any applicable survival period) Indemnified Parties suffer resulting from, arising out of, relating to, in the nature of, or caused by the breach (or the alleged breach) or the untruth (or alleged untruth). (ii) Target Seller shall be obligated to indemnify each and hold the Buyer Indemnitee Indemnified Parties harmless from and against the entirety of any Adverse Consequences such the Buyer Indemnitee Indemnified Parties may suffer resulting from, arising out of, relating to, in the nature of, or caused by the following: (A) any Excluded Liability that becomes a Liability arising out of such Buyer Indemnitee (including under any bulk transfer law the ownership or operation of any jurisdictionof the assets or businesses of the Company prior to the Closing, under except for (i) the Liabilities set forth on the face of the Most Recent Balance Sheet (rather than in any common law doctrine notes thereto) and (ii) the Liabilities that have arisen after the Most Recent Fiscal Month End in the Ordinary Course of de facto merger or successor liabilityBusiness (none of which results from, under Environmentalarises out of, Healthrelates to, and Safety Requirementsis in the nature of, or otherwise was caused by operation any breach of contract, breach of warranty, tort, infringement, or violation of law) or ); (B) any successor liability attributable to the operation of Target’s acts, omissions, business or the use operations of the Acquired Assets Seller, or any of their respective directors, officers, employees, agents or independent contractors, prior to the Closing; or (C) any lawsuit, claim, proceeding or on investigation pending or threatened against Seller or the Closing Date, including, without limitation, Adverse Consequences resulting from the termination by Buyer of any employee hired by Buyer after Company prior to the Closing.

Indemnification Provisions for Buyer’s Benefit. (i) In the event a If Seller breaches (or in the event any third party alleges facts that, if true, would mean a Seller has breached) any of its representations, warranties, and covenants contained in this Agreement (determined without regard to any limitations or qualifications by materiality), or if any of the statements in §3 are untrue (or in the event any third party alleges facts that, if true, would mean that such statements are untrue)herein, and provided that Buyer makes a written claim for indemnification against Sellers such Seller pursuant to §7(ftoss.10(i), then Target Seller shall be obligated to indemnify indemnify, defend and save harmless Buyer and its officers, directors, managers, partners, stockholders, employees, agents, representatives, Affiliates, successors and assigns (each a “Buyer Indemnitee”), from and against the entirety of any Adverse Consequences such Buyer Indemnitee suffers (including any Adverse Consequences such Buyer Indemnitee suffers shall suffer through and after the end date of the claim for indemnification caused proximately by such Seller breach. Notwithstanding any applicable survival period) resulting from, arising out of, relating to, in the nature provision of, or caused by the breach disclosure made in, this Agreement (or in any ancillary agreement, schedule, Annex or Exhibit referred to in this Agreement) to the alleged breach) or the untruth (or alleged untruth). (ii) Target shall be obligated contrary, Seller agrees to defend, indemnify each and save harmless Buyer Indemnitee from and against the entirety of (i) other than as explicitly set forth in this Agreement to the contrary or explicitly assumed by Buyer and/or Target in this Agreement (including any and all Liabilities and Adverse Consequences related to the Leases and the Seller Personal Property Leases arising on or after the Closing Date), any and all Liabilities and Adverse Consequences that Buyer may suffer, or be subject to, through and after the date of any such Buyer Indemnitee may suffer resulting fromclaim or Liability, arising out of, to the extent and only to the extent relating to, in the nature ofarising, resulting or stemming from any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or caused by (A) any Excluded Liability that becomes a Liability of such Buyer Indemnitee (including under any bulk transfer law of any jurisdiction, under any common law doctrine of de facto merger or successor liability, under Environmental, Health, and Safety Requirements, or otherwise by operation of law) or (B) the operation of Target’s business or the use of the Acquired Assets transaction with respect to Target existing prior to or the Closing Date (and only to the extent Seller did not leave Target with sufficient Cash on the Closing Date, including, without limitation, Date to cover such Liabilities); (ii) any and all Liabilities and Adverse Consequences resulting from relating to unpaid Taxes, through and after the termination by Buyer date of any employee hired by Buyer such claim or liability, with respect to any Tax year or portion thereof ending before the Closing Date (or for any Tax year beginning before and ending after the ClosingClosing Date to the extent allocable to the portion of such period beginning before and ending on the day prior to the Closing Date); and (iii) any Liability related to the Excluded Assets.

Indemnification Provisions for Buyer’s Benefit. (i) In the event a Seller that Xx. Xxxxx breaches (or in the event any third party alleges facts that, if true, would mean a Seller Xx. Xxxxx has breached) any of its her representations, warranties, and covenants given on behalf of the Sellers and Companies contained in this Agreement herein (determined without regard to the Disclosure Schedule and any limitations limitation or qualifications qualification by materiality)) and, or if any of the statements in §3 are untrue (or in the event any third party alleges facts that, if true, would mean that such statements are untrue), and provided that Buyer makes a written claim for indemnification against Sellers pursuant to §7(f)Xx. Xxxxx hereunder, then Target Xx. Xxxxx shall be obligated to indemnify Buyer and its officers, directors, managers, partners, stockholders, employees, agents, representatives, Affiliates, successors and assigns or Xx. Xxxxx (each a “Buyer Indemnitee”for the purposes of this §8(c), Buyer and Xx. Xxxxx shall be collectively referred to as the Buyer) from and against the entirety of any Adverse Consequences such Buyer Indemnitee suffers (including any Adverse Consequences such Buyer Indemnitee suffers after the end of any applicable survival period) may suffer resulting from, arising out of, relating to, in the nature of, or caused by the breach (or the alleged breach) or the untruth (or alleged untruth). (ii) Target Except as limited herein, in no event shall Buyer be responsible for or in any way assume any obligation for or incur any Liability related to, and Xx. Xxxxx shall be obligated to indemnify each Buyer Indemnitee from and against the entirety of any Adverse Consequences such Buyer Indemnitee may suffer resulting from, arising out of, relating to, in the nature of, or caused by by: (A) any Excluded Liability that becomes a Liability of such Buyer Indemnitee (including under any bulk transfer law Liabilities or obligations of any jurisdictionSellers or any Company including, under without limitation, any common law doctrine personal obligations of de facto merger any shareholder or successor liabilitymember of any Company incurred in any capacity, under Environmentalincluding those arising out of any claim, Health, and Safety Requirementslitigation or proceeding, or otherwise by operation any contract, license, commitment or other agreement relating to the operations of law) the Companies or the occurrence of any event on or before the Closing Date including, without limitation, Accounts Payable of any Company; (B) the operation any Liability or obligation, including without limitation, any Liability or obligation arising out of Target’s business or the use of the Acquired Assets prior related to past, present or on the Closing Datefuture actions, litigations, suits, enforcement actions, proceedings, arbitrations or governmental or regulatory authority investigations, audits or otherwise, including, without limitation, Adverse Consequences resulting from demand or directive letters or correspondence, or of notice regarding any of the termination by Buyer foregoing involving the Sellers or any Company and/or any officer, director, shareholder, member, employee or agent of any employee hired of the foregoing, to the extent the foregoing relate to events, acts or omissions arising on or before the Closing Date; (C) any Liability or obligation, in contract, tort, including without limitation, any claims related to professional liability or for violation of any law by Buyer after any Seller or any Company, or any officer, director, shareholder, member, employee, independent contractor or agent of any of the foregoing, that arises out of or results from any act, omission, occurrence or state of facts on or before the Closing Date, and any Liability or obligation, in contract, tort or for violation of any law solely by any Seller or by any Company that arises out of or results from any act, omission, occurrence or state of facts arising on or before the Closing Date; (D) any compensation obligations or any Liabilities or obligations of Sellers or any Company arising out of or in connection with any Employee Benefit Plan or any other Liabilities or obligations of Sellers and any Company to any employees with respect to his or her service to the Companies on or before the Closing, including but not limited to any Liability or obligation for any severance pay due any employee of Companies upon his or her termination of employment and any and all accrued vacation and/or sick leave, bonuses and other benefits to the extent that such liabilities or obligations are owed as a result of acts, omissions, occurrences or state of facts on or before the Closing Date; (E) any Liabilities or obligations of Sellers or the Companies for indebtedness for borrowed money, including, but not limited to, any and all Liabilities and obligations related to real estate financings, credit facilities, term loans, and any and all obligations to any secured party which arose on or before the Closing Date; (F) any Liabilities or obligations of Sellers or the Companies related to the leases and other agreements set forth in Schedule 4(aa) of the Disclosure Schedule on before the Closing Date; (G) any and all Medicare, Medicaid and other Payor obligations of any Seller and/or any Company arising from any acts or omissions for any period prior to the Closing Date, including without limitation, any retroactive denial of claims, civil monetary penalties or any gain on sale that may be recognized by any of the foregoing as a result of the transactions, contemplated herein; (H) any other liabilities or obligations of any nature relating to the operations of the businesses conducted by any Seller, Dr. Fireman or any Company, or the occurrence of any event on or before the Closing, whether known or determined as of the Closing or unknown or undetermined as of the Closing related to such operations or business.

Indemnification Provisions for Buyer’s Benefit. (i) In the event a Seller breaches (or Subject to 00 below, in the event any third party alleges facts that, if true, would mean a Seller has breached) of the Sellers breaches any of its representations, warranties, warranties and covenants (other than a breach of a representation, warranty or covenant in respect of Taxes, which shall be subject exclusively to Section 9(b) below) contained in this Agreement (determined without regard to any limitations or qualifications by materiality)herein, or if any of the statements in §3 are untrue (or in the event any third party alleges facts that, if true, would mean that such statements are untrue), and provided that Buyer makes a written claim for indemnification against Sellers Seller pursuant to §7(f)0 below within the applicable survival period, then Target Sellers, jointly and severally, shall be obligated to indemnify Buyer and its officersAffiliates (including, after the Closing Date, the Target Companies and their Subsidiaries) and their respective directors, managers, partners, stockholders, employees, agents, representatives, Affiliates, successors officers and assigns (each a “Buyer Indemnitee”), employees from and against the entirety of any Adverse Consequences such Buyer Indemnitee suffers (including any Adverse Consequences such Buyer Indemnitee suffers of them has suffered through and after the end date of the claim for indemnification by Buyer caused, directly or indirectly, by any applicable survival period) resulting fromof the Sellers' breach. In addition, arising out ofeach of the Sellers, relating tojointly and severally, in the nature of, or caused by the breach (or the alleged breach) or the untruth (or alleged untruth). (ii) Target shall be obligated agrees to indemnify each Buyer Indemnitee and its Affiliates (including, after the Closing Date, the Target Companies and their Subsidiaries) and their respective directors, officers and employees from and against the entirety of any Adverse Consequences such Buyer Indemnitee may any of them shall suffer resulting fromcaused, arising out ofdirectly or indirectly, relating to, in by (i) any liability of any of the nature of, Sellers or caused by any of their Subsidiaries that is not (A) any Excluded Liability that becomes a Liability liability of such Buyer Indemnitee (including under any bulk transfer law of any jurisdiction, under any common law doctrine of de facto merger the Target Companies or successor liability, under Environmental, Health, and Safety Requirements, or otherwise by operation of law) their Subsidiaries or (B) the operation an Assumed Liability, (ii) any Excluded Liabilities, (iii) any Retained Liabilities and (iv) any transfer or disposition of Target’s business assets or the use properties by or to any of the Acquired Assets Target Companies or their Subsidiaries prior to or on the Closing Date, including, without limitation, Adverse Consequences resulting from the termination by Buyer of any employee hired by Buyer after the Closing.