Common use of Indemnity Obligations of Purchaser Clause in Contracts

Indemnity Obligations of Purchaser. Purchaser covenants and agrees to defend, indemnify and hold harmless Seller and its Affiliates, their respective officers, directors, employees, agents, advisers and representatives and the Members (collectively, the “Seller Indemnitees”), from and against any and all Losses resulting from or arising out of: (i) any misrepresentation or breach of warranty of Purchaser or Parent contained in the Transaction Documents; provided that in determining whether any such misrepresentation or breach occurred, any dollar amount thresholds and materiality qualifiers contained in any representation or warranty herein shall be disregarded; (ii) any failure of any Purchaser or Parent to perform any covenant or agreement made or contained in the Transaction Documents or fulfill any other obligation in respect thereof; (iii) the Assumed Liabilities; or (iv) the post-Closing operation of the Business. Purchaser shall not be required to indemnify Seller Indemnitees with respect to any claim for indemnification (other than a claim for indemnification based on a breach of the representations and warranties contained in Section 5.4 or 5.6) resulting from or arising out of matters described in clause (i) above pursuant to this Section 10.2 (and not resulting from or arising out of matters described in clause (ii), (iii) or (iv) above) unless and until the aggregate amount of all claims against Purchaser exceeds $100,000 (the “Purchaser Threshold Amount”), in which case Purchaser shall be required to indemnify Seller Indemnitees for the full amount of such claims in excess of the Purchaser Threshold Amount. Claims thereafter may be asserted regardless of amount. Purchaser’s maximum liability to Seller Indemnitees under clause (i) above (and not resulting from or arising out of matters described in clause (ii), (iii) or (iv) above) shall not exceed the Cap.

Indemnity Obligations of Purchaser. Purchaser covenants Purchasers covenant and agrees agree, jointly and severally, to defend, indemnify and hold harmless Seller Sellers and its their Affiliates, their respective officers, directors, employees, agents, advisers and representatives and the Members Stockholders (collectively, the “"Seller Indemnitees”"), from and against any and all Losses resulting from or arising out of: (i) any misrepresentation or breach of warranty of any Purchaser or Parent contained in the Transaction Documents; provided that in determining whether any such misrepresentation or breach occurred, any dollar amount thresholds and thresholds, materiality qualifiers and Purchaser Material Adverse Effect qualifier contained in any representation or warranty herein shall be disregarded; (ii) any failure of any Purchaser or Parent to perform any covenant or agreement made or contained in the Transaction Documents or fulfill any other obligation in respect thereof; (iii) the Assumed Liabilities; or (iv) the post-Closing operation of the Business. Purchaser Purchasers shall not be required to indemnify Seller Indemnitees with respect to any claim for indemnification (other than a claim for indemnification based on a breach of the representations and warranties contained in Section 5.4 or 5.6) resulting from or arising out of matters described in clause (i) above pursuant to this Section 10.2 11.2 (and not resulting from or arising out of matters described in clause (ii), (iii) or (iviii) above) unless and until the aggregate amount of all claims against Purchaser Purchasers exceeds $100,000 (the “Purchaser "Purchasers’ Threshold Amount”"), in which case Purchaser Purchasers shall be required to indemnify Seller Indemnitees for the full amount of such claims in excess of the Purchaser Purchasers’ Threshold Amount. Claims thereafter may be asserted regardless of amount. Purchaser’s Purchasers’ maximum liability to Seller Indemnitees under clause (i) above (and not resulting from or arising out of matters described in clause (ii), (iii) or (iviii) above) shall not exceed the CapEffective Purchase Price.

Indemnity Obligations of Purchaser. Purchaser covenants and agrees to defend, indemnify and hold harmless Seller and its Affiliates, Affiliates and their respective officers, directors, employees, agents, advisers and representatives and the Members (collectively, the “Seller Indemnitees”), from and against any and all Losses resulting from or arising out of: (i) any misrepresentation or breach of warranty of any Purchaser or Parent Indemnitor contained in the Transaction Documents; provided that in determining whether any such misrepresentation or breach occurred, any dollar amount thresholds and materiality qualifiers contained in any representation or warranty herein shall be disregarded; (ii) any failure of any Purchaser or Parent Indemnitor to perform any covenant or agreement made or contained in the Transaction Documents or fulfill any other obligation in respect thereof; (iii) the Assumed Liabilities; or (iv) except (A) as otherwise provided in the postLicense Agreement with respect to the Schering-Closing operation Plough Agreement or (B) to the extent attributable to a breach by Seller of a representation, warranty or covenant contained in the Transaction Documents, Purchaser’s use of the BusinessAssets following the Closing. Purchaser shall not be required to indemnify Seller Indemnitees with respect to any claim for indemnification (other than a claim for indemnification based on a breach of the representations and warranties contained in Section 5.4 or 5.6) resulting from or arising out of matters described in clause (i) above pursuant to this Section 10.2 8.2 (and not resulting from or arising out of matters described in clause (ii), (iii) or (iviii) above) unless and until the aggregate amount of all claims against Purchaser exceeds $100,000 10,000 (the “Purchaser Threshold Amount”), in which case Purchaser shall be required to indemnify Seller Indemnitees for the full amount of such claims in excess of the Purchaser Threshold Amount. Claims thereafter may be asserted regardless of amount. Purchaser’s maximum liability to Seller Indemnitees under clause (i) above (and not resulting from or arising out of matters described in clause (ii), (iii) or (iviii) above) shall not exceed the CapTotal Consideration.

Indemnity Obligations of Purchaser. Purchaser covenants and agrees to defend, indemnify and hold harmless Seller and its Affiliates, their respective officers, directors, employees, agents, advisers and representatives and the Members (collectively, the “Seller Indemnitees”), from and against any and all Losses based on, resulting from or from, arising out ofof or relating to: (i) any misrepresentation or breach of warranty of Purchaser or Parent contained in the Transaction Documents; provided that in determining whether any such misrepresentation or breach occurred, any dollar amount thresholds and materiality qualifiers contained in any representation or warranty herein shall be disregarded; (ii) any failure of any Purchaser or Parent to perform any covenant or agreement made or contained in the Transaction Documents or fulfill any other obligation in respect thereof; (iii) the Assumed Liabilities; or (iv) the post-Closing operation of the Business. or Purchaser shall not be required to indemnify Seller Indemnitees the Members with respect to any claim for indemnification (other than a claim for indemnification based on a breach of the representations and warranties contained in Section 5.4 Sections 4.1, 4.2, 5.1 or 5.65.2) resulting from or arising out of matters described in clause (i) above pursuant to this Section 10.2 8.2 (and not resulting from or arising out of matters described in clause (ii), (iii) or (iv) above) unless and until the aggregate amount of all claims against Purchaser exceeds $100,000 (the “Purchaser Threshold Amount”), in which case Purchaser shall be required to indemnify Seller Indemnitees the Members for the full amount of such claims in excess of including the Purchaser Threshold Amount. Claims thereafter may be asserted regardless of amount. Purchaser’s maximum liability (exclusive of liabilities based on claims for indemnification based on a breach of the representations and warranties contained in Sections 4.1, 4.2, 5.1 or 5.2) to Seller Indemnitees the Members under clause (i) above (and not resulting from or arising out of matters described in clause (ii), (iii) or (iv) above) shall not exceed the CapEffective Purchase Price.

Indemnity Obligations of Purchaser. Purchaser covenants and agrees to defend, indemnify and hold harmless Seller and its Affiliates, their respective officers, directors, employees, agents, advisers and representatives and the Members (collectively, the “Seller Indemnitees”), Shareholders from and against any and all Losses based on, resulting from or from, arising out ofof or relating to: (i) any misrepresentation or breach of warranty of Purchaser or Parent contained in the Transaction Documents; provided that in determining whether any such misrepresentation or breach occurredoccurred and in determining the amount of Losses incurred in connection with any such misrepresentation or breach, any dollar amount thresholds and materiality qualifiers contained in any representation or warranty herein shall be disregarded; (ii) any failure of any Purchaser or Parent to perform any covenant or agreement made or contained in the Transaction Documents or fulfill any other obligation in respect thereof; (iii) the Assumed Liabilities; or (iv) the post-Closing operation of the Business. or Purchaser shall not be required to indemnify Seller Indemnitees the Shareholders with respect to any claim for indemnification (other than a claim for indemnification based on a breach of the representations and warranties contained in Section 5.4 Sections 4.1 or 5.64.2) resulting from or arising out of matters described in clause (i) above pursuant to this Section 10.2 7.2 (and not resulting from or arising out of matters described in clause (ii), (iii) or (iv) above) unless and until the aggregate amount of all claims against Purchaser exceeds $100,000 (the “Purchaser Threshold Amount”), in which case Purchaser shall be required to indemnify Seller Indemnitees the Shareholders for the full amount of such claims in excess of the Purchaser Threshold Amount. Claims thereafter may be asserted regardless of amount. Purchaser’s maximum liability (exclusive of liabilities based on claims for indemnification based on a breach of the representations and warranties contained in Sections 4.1 or 4.2) to Seller Indemnitees the Shareholders under clause (i) above (and not resulting from or arising out of matters described in clause (ii), (iii) or (iv) above) shall not exceed $1,100,000 at any time. Notwithstanding anything to the Capcontrary contained herein, nothing in this Agreement limits the liability of any Person for fraud or willful misconduct.