Common use of Indemnity by the Buyer Clause in Contracts

Indemnity by the Buyer. From and after the Closing, subject to the provisions of this Section 9, the Buyer shall indemnify the Seller and each of its Affiliates, directors, officers and employees and each of the respective successors and assigns of the foregoing (collectively, the “Seller Indemnified Parties”) and hold them harmless from and against any and all Losses suffered or incurred by the Seller Indemnified Parties (a) to the extent arising from any breach of (i) any representation, warranty, covenant or agreement of the Buyer in this Agreement or (ii) any covenant or agreement to be performed by the Company following the Closing, (b) to the extent arising from actions taken by the Buyer or the Company on or after the Closing Date relating to the operations of the Company following the Closing, or (c) with respect to any Transfer Taxes for which the Buyer is responsible pursuant to Section 8.7.1 or any Taxes described in clause (x), (y), or (z) of Section 8.7.2(b). Except with respect to any claims for indemnification for Buyer’s breach of any Buyer Fundamental Representation, Seller Indemnified Parties will not be entitled to indemnification under Section 9.3.1(a)(i) unless and until aggregate Losses for which indemnification would otherwise be available under Section 9.3.1(a)(i) exceed the Deductible, at which point indemnification shall be available to the Buyer Indemnified Parties under Section 9.3.1(a)(i) only for those Losses in excess of the Deductible. The applicable Seller Indemnified Party or the Seller will provide the Buyer with a prompt, detailed written notice for any claim made in respect of the indemnification provided in this Section 9.3 (including the basis of such claim, the provisions of this Agreement alleged to have been breached and the amount of Losses incurred or suffered with respect thereto), whether or not arising out of a Third Party Claim.

Indemnity by the Buyer. From The Buyer agrees to indemnify and after hold each ---------------------- of the Closing, subject to the provisions of this Section 9, the Buyer shall indemnify the Seller Sellers and each of its Affiliatestheir officers, directors, officers and employees and each of the respective shareholders, employees, affiliates, agents, successors and assigns of the foregoing (collectivelyassigns, the “Seller Indemnified Parties”) and hold them harmless from and against with respect to any and all Losses suffered claims, liabilities, losses, damages, costs and expenses, including without limitation reasonable attorneys' fees and court costs, related to or incurred by the Seller Indemnified Parties arising directly or indirectly out of (a) any material inaccuracies or omissions in any representation or warranty made by the Buyer in or pursuant to this Agreement or the extent arising from any breach of agreements related hereto, (ib) any representationmaterial failure or breach by the Buyer of any covenant, warrantyagreement, covenant obligation, or agreement of undertaking made by the Buyer in this Agreement or the agreements related hereto, or (iic) any covenant or agreement product liability claims made with respect to be performed by the Company following the Closing, (bi) to the extent arising from actions taken products and components manufactured by the Buyer or the Company on or after the Closing Date relating Date, (ii) finished products ready for sale and manufactured by BSC (prior to the operations Closing Date or pursuant to the terms of the Company Interim Supply Agreement) which are shipped to customers on or after the Closing Date, to the extent that the sterile packaging of any such products has been broken at any time prior to delivery to such customers, (iii) finished products ready for sale and manufactured by BSC (prior to the Closing Date or pursuant to the terms of the Interim Supply Agreement) which are altered by Buyer or its agents or representatives or damaged in any way, including without limitation repackaged (other than relabeled, except if such relabeling alters the product in any manner), following the ClosingClosing Date, or (civ) products sold or promoted for use by Buyer or its agents or representatives in violation of applicable labeling and use instructions, including without limitation, applicable expiration dates. The collective liability of the Buyer under this Section 10.2 (a) and (b) shall not exceed One Million Five Hundred Thousand Dollars ($1,500,000) and with respect to any Transfer Taxes for which the Buyer is responsible pursuant to Section 8.7.1 or any Taxes described in clause (x), (y), or (z10.2(c) of Section 8.7.2(b)shall be unlimited. Except with respect to any claims for indemnification for as otherwise provided in Section 12.1, the Buyer’s breach of any Buyer Fundamental Representation, Seller Indemnified Parties will not be entitled to indemnification 's obligations under Section 9.3.1(a)(i10.2 (a) unless and until aggregate Losses for which indemnification would otherwise be available (b) shall expire one (1) year following the Closing Date and under Section 9.3.1(a)(i10.2 (c) exceed shall expire four (4) years following the Deductible, at which point indemnification shall be available to the Buyer Indemnified Parties under Section 9.3.1(a)(i) only for those Losses in excess of the Deductible. The applicable Seller Indemnified Party or the Seller will provide the Buyer with a prompt, detailed written notice for any claim made in respect of the indemnification provided in this Section 9.3 (including the basis of such claim, the provisions of this Agreement alleged to have been breached and the amount of Losses incurred or suffered with respect thereto), whether or not arising out of a Third Party ClaimClosing Date.

Indemnity by the Buyer. 9.3.6. From and after the Closing, subject to the provisions of this Section Article 9, the Buyer shall indemnify the Seller and each of its Affiliates, Subsidiaries, officers, directors, officers members, partners (general and employees limited), managers, employees, agents and each of other representatives and the respective successors Affiliates, Subsidiaries, officers, directors, members, partners (general and assigns limited), managers, employees, agents and other representatives thereof, as well as the successors, assigns, heirs and personal representatives of the foregoing (collectively, the “Seller Indemnified Parties”) and hold each of them harmless from and against any and all Losses actually suffered or incurred by the Seller Indemnified Parties (or any one of them) as a result of, arising from or relating to: (a) to the extent arising from any breach of (i) any representation, warranty, covenant or agreement inaccuracy as of the date hereof in any of the representations and warranties made in Article 5 or, as of the Closing Date, in the Buyer in this Agreement or (ii) any covenant or agreement to be performed by the Company following the Closing, Closing Certificate; (b) to any breach or violation of any Pre-Closing Covenant of the extent arising from actions taken by Buyer; -59- (c) any breach or violation of any Post-Closing Covenant of the Buyer or the Company on Acquired Companies; (d) any Transferred Assets or after the Closing Date Assumed Liabilities (other than as a result of, arising from or relating to the operations of the Company following the Closing, or (c) with respect to any Transfer Taxes matter for which the Buyer is responsible pursuant to Section 8.7.1 or any Taxes described in clause (x), (y), or (z) of Section 8.7.2(b). Except with respect to any claims for indemnification for Buyer’s breach of any Buyer Fundamental Representation, Seller Indemnified Parties will not would be entitled to indemnification under Section 9.3.1(a)(ithis Article 9); or (e) unless and until aggregate Losses the operation of the Business following the Closing Date, including with respect to any Taxes of the Acquired Companies for any Post-Closing Tax Period (other than as a result of, arising from or relating to any matter for which indemnification would otherwise be available under Section 9.3.1(a)(i) exceed the Deductible, at which point indemnification shall be available to the Buyer Indemnified Parties would be entitled to indemnification under Section 9.3.1(a)(i) only for those Losses in excess of this Article 9, without taking into account the Deductiblelimitations therein). 9.3.7. The applicable Seller Indemnified Party or the Seller will provide the Buyer with a prompt, reasonably detailed written notice for any claim made in respect of the indemnification provided in this Section 9.3 (including the basis of such claim, the provisions of this Agreement alleged to have been breached and the amount of Losses incurred or suffered with respect thereto)9.3, whether or not arising out of a Third Party Claimclaim by a third party. 9.4.