Common use of Indemnity Obligations of Sellers Clause in Contracts

Indemnity Obligations of Sellers. Subject to the limitations set forth herein, each Seller, jointly and severally, covenants and agrees to defend, indemnify and hold harmless Purchaser, Rennova and their Affiliates (including, after the Closing, the Company) and the respective officers, directors, employees, agents, advisers and representatives of the foregoing (collectively, and for the avoidance of doubt excluding any Seller or Affiliate thereof, the “Purchaser Indemnitees”), from and against, and to pay or reimburse Purchaser Indemnitees for, any and all claims, Liabilities, obligations, losses, fines, costs, diminution in value, proceedings or damages, including all reasonable fees and disbursements of counsel incurred in the investigation or defense of any of the same or in asserting any of their respective rights hereunder (collectively, “Losses”), based on, resulting from, arising out of or relating to: (a) any misrepresentation or breach of any warranty of any Seller or the Company contained in this Agreement or in any certificate or agreement delivered in connection herewith, it being understood that, in determining the existence of, and amount of any Losses in connection with a claim under this Agreement, all representations and warranties shall be read without regard and without giving effect to any materiality or Material Adverse Effect or similar qualification contained therein (as if such qualification were deleted from such representation or warranty); (b) any failure of any Seller or the Company to perform any covenant or agreement made or contained in this Agreement, or fulfill any obligation in respect thereof; (c) any Taxes of the Company with respect to any tax year or portion thereof ending on or before the Closing Date (or for any tax year beginning before and ending after the Closing Date to the extent allocable to the portion of the period beginning before and ending on the Closing Date); (d) any Legal Proceeding brought by a third party based upon, arising out of or relating to the operations, properties, assets or obligations of the Sellers, the Company or any of their respective Affiliates conducted, existing or arising on or prior to the Closing Date; (e) any Indebtedness for Borrowed Money; (f) any Seller Transaction Expenses or Change of Control Payments; and (g) any amounts owed or payable to creditors or lenders other than as set forth in Schedule A.

Indemnity Obligations of Sellers. Subject to the limitations set forth herein, each Each Seller, jointly and severally, covenants and agrees to defend, indemnify indemnify, and hold harmless Purchaser, Rennova its Affiliates, and each of their Affiliates (including, after the Closing, the Company) and the respective officers, directors, managers, members, partners, employees, agents, advisers advisers, and representatives and the respective successors and assigns of any of the foregoing (collectively, and for the avoidance of doubt excluding any Seller or Affiliate thereof, the “Purchaser Indemnitees”), from and against, and to pay or reimburse Purchaser Indemnitees for, any and all claimsLosses, Liabilities, obligations, losses, fines, costs, diminution in value, proceedings directly or damages, including all reasonable fees and disbursements of counsel incurred in the investigation or defense of any of the same or in asserting any of their respective rights hereunder (collectively, “Losses”), indirectly based on, resulting from, arising out of of, in connection with, or relating to: (a) any misrepresentation misrepresentation, inaccuracy, or breach Breach of any representation or warranty of any Seller or the Company contained in this Agreement or any of the other Transaction Documents or in any certificate or agreement delivered in connection herewithherewith or therewith, it being understood that, in determining the existence of, and amount of any Losses in connection with a claim under this AgreementSection 6.1(a), all representations and warranties shall be read without regard and without giving effect to any materiality (including any qualification noting “in all material respects” or words of similar import) or Material Adverse Effect or similar qualification contained therein (as if such qualification were deleted from such representation or warranty), or any qualification or limitation based on the Knowledge of Sellers (as if such qualification were deleted from such representation or warranty); (b) any failure of any Seller or the Company to perform or comply with any covenant or agreement made or contained in this AgreementAgreement or any other Transaction Document or in any certificate or agreement delivered in connection herewith or therewith, or fulfill any obligation in respect thereof; (c) any Taxes of Pre-Closing Charges for which Sellers are liable pursuant to Section 4.8(d) (and not netted against the Company Base Cash Consideration in accordance with respect to any tax year or portion thereof ending on or before the Closing Date (or for any tax year beginning before and ending after the Closing Date to the extent allocable to the portion of the period beginning before and ending on the Closing DateSection 4.8(d)); (d) any Legal Proceeding brought by a third party based upon, arising out of or relating Indebtedness (except to the operations, properties, assets or obligations extent Purchaser fails to make the payments of the Sellers, the Company or any Indebtedness required by it under Section 1.4(b) of their respective Affiliates conducted, existing or arising on or prior to the Closing Datethis Agreement); (e) any Indebtedness for Borrowed MoneyExcluded Asset or Excluded Liability; (f) any Seller Transaction Expenses or Change of Control Payments; andPayments (except to the extent Purchaser fails to make the payments of Seller Transaction Expenses or Change of Control Payments required by it under Section 1.4(b) of this Agreement); (g) any amounts owed or payable to creditors or lenders other than as Liabilities included in the Final Closing Net Working Capital (and with respect thereto, not in excess of the specified dollar amounts set forth therein), all Liabilities associated with the ownership, control or operation of Sellers or the Business prior to the Closing Date (including, but not limited to, any Liabilities relating to any Employee Benefit Plans); (h) any failure of any Seller or any Affiliate of any Seller to comply with any applicable Bulk Sales Law or any similar Law of any jurisdiction in Schedule A.connection with the consummation of the transactions contemplated hereby or by any other Transaction Document; (i) any failure of any Seller to obtain a Required Consent; (j) any Pre-Closing Environmental Liabilities; and/or (k) any matter listed or required to be listed in Section 2.15 of the Disclosure Schedule. AmericasActive:13598183.18

Indemnity Obligations of Sellers. Subject to the limitations set forth herein, each Seller, jointly and severally, (except with respect to ARTICLE II hereof, which shall be severally, but not jointly), covenants and agrees to defend, indemnify and hold harmless Purchaser, Rennova Purchaser and their its respective Affiliates (including, after the Closing, the Company) and the respective officers, directors, employees, agents, advisers and representatives of the foregoing (collectively, and for the avoidance of doubt excluding any Seller or Affiliate thereof, the “Purchaser Indemnitees”), from and against, and to pay or reimburse Purchaser Indemnitees for, any and all claims, Liabilities, obligations, losses, fines, costs, diminution in value, proceedings or damages, including all reasonable fees and disbursements of counsel incurred in the investigation or defense of any of the same or in asserting any of their respective rights hereunder (collectively, “Losses”), based on, resulting from, arising out of or relating to: (a) any misrepresentation or breach of any representation or warranty of any Seller or the Company contained in this Agreement or in any certificate or agreement delivered in connection herewiththe Sellers Closing Certificate, it being understood that, in determining the existence of, and amount of any Losses (but, for the avoidance of doubt, not whether or not a misrepresentation or breach has occurred) in connection with a claim under this AgreementSection 7.1(a), all representations and warranties shall be read without regard and without giving effect to any materiality or Material Adverse Effect or similar qualification contained therein (as if such qualification were deleted from such representation or warranty); (b) any failure of any Seller Seller, the Company or the Company Representative to perform any covenant or agreement of such Party made or contained in this AgreementAgreement or any Transaction Document, or fulfill any obligation in respect thereof; (c) any Taxes of the Company with respect to any tax year or portion thereof ending on or before the Closing Date (or for any tax year beginning before and ending after the Closing Date to the extent allocable to the portion of the period beginning before and ending on the Closing Date);; and (d) any Legal Proceeding brought by a third party based upon, arising out of or relating to the operations, properties, assets or obligations of the Sellers, the Company or any of their respective Affiliates conducted, existing or arising on or prior to the Closing Date; (e) any Indebtedness for Borrowed Money; (f) any Seller Transaction Expenses or Change of Control Payments; and (g) any amounts owed or payable Payments to creditors or lenders other than as set forth the extent not accounted for in Schedule A.the determination of the Purchase Price.

Indemnity Obligations of Sellers. Subject to the limitations set forth herein, each Seller, jointly and severally, covenants and agrees to defend, indemnify and hold harmless Purchaser, Rennova Medytox and their Affiliates (including, after the Closing, the Company) and the respective officers, directors, employees, agents, advisers and representatives of the foregoing (collectively, and for the avoidance of doubt excluding any Seller or Affiliate thereof, the “Purchaser Indemnitees”), from and against, and to pay or reimburse Purchaser Indemnitees for, any and all claims, Liabilities, obligations, losses, fines, costs, diminution in value, proceedings or damages, including all reasonable fees and disbursements of counsel incurred in the investigation or defense of any of the same or in asserting any of their respective rights hereunder (collectively, “Losses”), based on, resulting from, arising out of or relating to: (a) any misrepresentation or breach of any warranty of any Seller or the Company contained in this Agreement or in any certificate or agreement delivered in connection herewith, it being understood that, in determining the existence of, and amount of any Losses in connection with a claim under this AgreementSection 7.1(a), all representations and warranties shall be read without regard and without giving effect to any materiality or Material Adverse Effect or similar qualification contained therein (as if such qualification were deleted from such representation or warranty); (b) any failure of any Seller or the Company to perform any covenant or agreement made or contained in this Agreement, or fulfill any obligation in respect thereof; (c) any Taxes of the Company with respect to any tax year or portion thereof ending on or before the Closing Date (or for any tax year beginning before and ending after the Closing Date to the extent allocable to the portion of the period beginning before and ending on the Closing Date); (d) any Legal Proceeding brought by a third party based upon, arising out of or relating to the operations, properties, assets or obligations of the Sellers, the Company or any of their respective Affiliates conducted, existing or arising on or prior to the Closing Date; (e) any Indebtedness for Borrowed Money; (f) any Seller Transaction Expenses or Change of Control Payments; and; (g) any amounts owed or payable to creditors or lenders other than as Outstanding Payables; and (h) any item set forth in Schedule A.on Section 7.1(g) of the Disclosure Schedule.