Common use of Indemnification Provisions for the Benefit of PainCare and Subsidiary Clause in Contracts

Indemnification Provisions for the Benefit of PainCare and Subsidiary. In the event of: (a) a misrepresentation (or in the event any third party alleges facts that, if true, would mean a misrepresentation) of any of the Company’s or the Shareholder’s representations and/or warranties contained in this Agreement; (b) a breach (or in the event any third party alleges facts that, if true, would mean a breach) of any of the Company’s or the Shareholder’s covenants contained in this Agreement, or; (c) any Liability of the Company of any nature whatsoever accrued or existing as of the Closing Date or related to actions of the Company or the Shareholder which occurred prior to the Closing Date, which is not reflected on the Financial Statements, the Closing Date Balance Sheet, or Section 10.2 of the Disclosure Schedule and which PainCare explicitly agrees as documented in Section 10.2 of the Disclosure Schedule to assume or take the assets of the Company subject to, as the case may be, then the Shareholder agrees to indemnify PainCare and Surviving Corporation from and against any Adverse Consequences PainCare and Subsidiary may suffer through and after the date of the claim for indemnification resulting from, arising out of, relating to, in the nature of, or caused by the misrepresentation or breach (or alleged breach) or non-disclosed Liability. No provision of this Agreement, including but not in any way limited to, any “Knowledge” qualifiers or materiality standards in the representations and warranties of the Shareholder, shall have any effect on the Shareholder’s obligation to provide indemnity of any Liability arising prior to the Closing Date which was required but omitted from the Disclosure Schedule.

Indemnification Provisions for the Benefit of PainCare and Subsidiary. In the event of: (a) a misrepresentation (or in the event any third party alleges facts that, if true, would mean a misrepresentation) of any of the CompanyShareholder’s or the ShareholderCompany’s representations and/or warranties contained in this Agreement; (b) a breach (or in the event any third party alleges facts that, if true, would mean a breach) of any of the CompanyShareholder’s or the ShareholderCompany’s covenants contained in this Agreement, or; (c) any Liability of the Shareholder, the Company or the PC of any nature whatsoever accrued or existing as of the Closing Date or related to actions or inactions of the Shareholder, the Company or the Shareholder PC which occurred prior to the Closing Date, which unless such Liability is not reflected on the Financial Statements, the Closing Date Balance Sheet, or Section 10.2 of the Disclosure Schedule and which PainCare the Subsidiary explicitly agrees as documented in Section 10.2 of the Disclosure Schedule to assume or take the assets of the Company subject to, as the case may be, then the Shareholder agrees to indemnify PainCare and Surviving Corporation Subsidiary from and against any Adverse Consequences PainCare and and/or the Subsidiary may incur or suffer through and after the date of the claim for indemnification resulting from, arising out of, relating to, in the nature of, or caused by the misrepresentation or breach (or alleged breach) or non-disclosed LiabilityLiability which is not explicitly assumed or the assets taken subject to. No provision of this Agreement, including but not in any way limited to, any “Knowledge” qualifiers or materiality standards in the representations and warranties of the Shareholder, shall have any effect on the Shareholder’s obligation to provide indemnity of any Liability arising prior to the Closing Date which was required but omitted from the Disclosure ScheduleSchedule unless such Liability was incurred on behalf of the Company by Subsidiary under the Management Agreement.

Indemnification Provisions for the Benefit of PainCare and Subsidiary. In the event of: (a) a misrepresentation (or in the event any third party alleges facts that, if true, would mean a misrepresentation) of any of the Company’s or the Shareholder’s 's representations and/or warranties contained in this Agreement; (b) a breach (or in the event any third party alleges facts that, if true, would mean a breach) of any of the Company’s or the Shareholder’s 's covenants contained in this Agreement, or; (c) any Liability of the Company of any nature whatsoever accrued or existing as of the Closing Date or related to actions of the Company or the Shareholder which occurred prior to the Closing Date, which is not reflected on the Financial Statements, the Closing Date Balance Sheet, or Section 10.2 of the Disclosure Schedule and which PainCare explicitly agrees as documented in Section 10.2 of the Disclosure Schedule to assume or take the assets of the Company subject to, as the case may be, then the Shareholder agrees to indemnify PainCare and Surviving Corporation Subsidiary from and against any Adverse Consequences PainCare and Subsidiary may suffer through and after the date of the claim for indemnification resulting from, arising out of, relating to, in the nature of, or caused by the misrepresentation or breach (or alleged breach) or non-disclosed Liability. No provision of this Agreement, including but not in any way limited to, any “"Knowledge” " qualifiers or materiality standards in the representations and warranties of the Shareholder, shall have any effect on the Shareholder’s 's obligation to provide indemnity of any Liability arising prior to the Closing Date which was required but omitted from the Disclosure Schedule.Schedule unless such Liability was incurred on behalf of the Company by Subsidiary under the Management Agreement..

Indemnification Provisions for the Benefit of PainCare and Subsidiary. In the event of: (a) a misrepresentation (or in the event any third party alleges facts that, if true, would mean a misrepresentation) of any of the Company’s or the Shareholder’s representations and/or warranties contained in this Agreement; (b) a breach (or in the event any third party alleges facts that, if true, would mean a breach) of any of the Company’s or the Shareholder’s covenants contained in this Agreement, or; (c) any Liability of the Company of any nature whatsoever accrued or existing as of the Closing Date or related to actions of the Company or the Shareholder which occurred prior to the Closing Date, which is not reflected on the Financial Statements, the Closing Date Balance Sheet, or Section 10.2 of the Disclosure Schedule and which PainCare explicitly agrees as documented in Section 10.2 of the Disclosure Schedule to assume or take the assets of the Company subject to, as the case may be, then the Shareholder agrees to indemnify PainCare and Surviving Corporation Subsidiary from and against any Adverse Consequences PainCare and Subsidiary may suffer through and after the date of the claim for indemnification resulting from, arising out of, relating to, in the nature of, or caused by the misrepresentation or breach (or alleged breach) or non-disclosed Liability. No provision of this Agreement, including but not in any way limited to, any “Knowledge” qualifiers or materiality standards in the representations and warranties of the Shareholder, shall have any effect on the Shareholder’s obligation to provide indemnity of any Liability arising prior to the Closing Date which was required but omitted from the Disclosure Schedule.Schedule unless such Liability was incurred on behalf of the Company by Subsidiary under the Management Agreement..

Indemnification Provisions for the Benefit of PainCare and Subsidiary. In the event of: (a) a misrepresentation (or in the event any third party alleges facts that, if true, would mean a misrepresentation) of any of the Company’s or the Shareholder’s representations and/or warranties contained in this Agreement; (b) a breach (or in the event any third party alleges facts that, if true, would mean a breach) of any of the Company’s or the Shareholder’s covenants contained in this Agreement, or; (c) any Liability of the Company of any nature whatsoever accrued or existing as of the Closing Date or related to actions of the Company or the Shareholder which occurred prior to the Closing Date, which is not reflected on the Financial Statements, the Closing Date Balance Sheet, or Section 10.2 of the Disclosure Schedule and which PainCare the Subsidiary explicitly agrees as documented in Section 10.2 of the Disclosure Schedule to assume or take the assets of the Company subject to, as the case may be, then the Shareholder agrees to indemnify PainCare and Surviving Corporation Subsidiary from and against any Adverse Consequences PainCare and Subsidiary may suffer through and after the date of the claim for indemnification resulting from, arising out of, relating to, in the nature of, or caused by the misrepresentation or breach (or alleged breach) or non-disclosed Liability. No provision of this Agreement, including but not in any way limited to, any “Knowledge” qualifiers or materiality standards in the representations and warranties of the Shareholder, shall have any effect on the Shareholder’s obligation to provide indemnity of any Liability arising prior to the Closing Date which was required but omitted from the Disclosure ScheduleSchedule unless such Liability was incurred on behalf of the Company by Subsidiary under the Management Agreement.

Indemnification Provisions for the Benefit of PainCare and Subsidiary. In the event of: (a) a misrepresentation (or in the event any third party alleges facts that, if true, would mean a misrepresentation) of any of the Company’s or the Shareholder’s representations and/or warranties contained in this Agreement; (b) a breach (or in the event any third party alleges facts that, if true, would mean a breach) of any of the Company’s or the Shareholder’s covenants contained in this Agreement, or; (c) any Liability (including, in this case only, consequential and incidental damages) incurred by the PainCare, the Company, the Surviving Corporation or the New P.A. with respect to any breach by the Shareholder or Company occurring prior or subsequent to the Closing with respect to that certain Non-competition Agreement by and between Palestine Principal Healthcare Limited Partnership and Xxxx Xxxxxx, D.O. and Xxxx Xxxxxx, D.O., P.A. dated March 22, 2002 with the understanding that this indemnity shall not apply to any Liability associated with the expansion of any product or service offering provided by the Surviving Corporation or New P.A. subsequent to Closing which is caused or directed by PainCare beyond the product and service offering provided by the Company prior to the Closing unless and until such agreement expires or is terminated; (d) any matter described in the Disclosure Schedules which the Shareholder agrees to assume and/or indemnify PainCare and/or the Surviving Corporation; and (e) any Liability of the Company of any nature whatsoever accrued or existing as of the Closing Date or related to actions of the Company or the Shareholder which occurred prior to the Closing Date, which is not other than (i) Liabilities reflected on the Financial Statements, (ii) Liabilities which have arisen after the Closing Date Latest Balance SheetSheet in the ordinary course of business, or Section 10.2 of (iii) Liabilities reflected on the Disclosure Schedule and Schedules which PainCare the Subsidiary explicitly agrees as documented in Section 10.2 of the Disclosure Schedule to assume or take the assets of the Company subject to, as the case may be, then the Shareholder agrees to indemnify PainCare and Surviving Corporation Subsidiary from and against any Adverse Consequences PainCare and Subsidiary may suffer through and after the date of the claim for indemnification resulting from, arising out of, relating to, in the nature of, or caused by the misrepresentation or breach (or alleged breach) or non-disclosed LiabilityLiability under this Section 10.2. No provision of this Agreement, including but not in any way limited to, any “Knowledge” qualifiers or materiality standards in the representations and warranties of the Shareholder, shall have any effect on the Shareholder’s obligation to provide indemnity of any Liability arising prior to the Closing Date which was required but omitted from the Disclosure Schedule.