Common use of LIABILITIES AND INDEMNIFICATION Clause in Contracts

LIABILITIES AND INDEMNIFICATION. 4.01. It being understood as between Fremont and RCBA that they or their affiliates may be assuming joint and several liability to KCI for some or all of the KCI Transactions, Fremont and RCBA hereby agree that to the extent one of them or their Affiliates breaches the Transaction Agreement, the breaching party will indemnify and hold harmless the party not responsible for the breach from any such liability and reasonably related expenses resulting from the assertion of liability. 4.02. Except as set forth above and as otherwise expressly assumed in writing by Fremont, the Fremont/KCI Group, RCBA or the RCBA/KCI Group: a. none of them shall be liable to any third parties for any actions, commitments or debts of any other; and b. each of them shall take all reasonable steps to negate and preclude exposing any of the other of them to any liability to any third party. 4.03. To the extent any of Fremont, the Fremont/KCI Group, RCBA or the RCBA/KCI Group is presented with a demand or made party to an adjudication by a third party asserting their potential liability for the actions, commitments or debts of the other respecting KCI, they shall notify that other party in writing promptly, and upon the receipt of such notice the notified party will assume the responsibility for the defense, resolution and/or satisfaction of the claim and in all respects indemnify the party whose is faced with such a claim to the full extent of that party's costs and ultimate liabilities, if any.

LIABILITIES AND INDEMNIFICATION. 4.01. It being understood as between Fremont and RCBA that they or their affiliates may be assuming joint and several liability to KCI for some or all of the KCI Transactions, Fremont and RCBA hereby agree that to the extent one of them or their Affiliates breaches the Transaction Agreement, the breaching party will indemnify and hold harmless the party not responsible for the breach from any such liability and reasonably related expenses resulting from the assertion of liability. 4.02. Except as set forth above and as 6.01 Unless otherwise expressly assumed in writing by Fremont, the Fremont/KCI Group, RCBA or RCBA, the RCBA/KCI Group, or Dr. Xxxxxxxxx: a. (a) none of them shall be liable to any third parties for any actions, commitments commitments, or debts of any otherother as a shareholder of KCI; and b. (b) each of them shall take all reasonable steps to negate negotiate and preclude exposing any of the other of them to any such liability to any third party. 4.03. 6.02 To the extent any of Fremont, the Fremont/KCI Group, RCBA or RCBA, the RCBA/KCI Group is Group, or Dr. Xxxxxxxxx xx presented with a demand or made party to an adjudication by a third party asserting their potential liability as a shareholder of KCI for the actions, commitments any acts or debts of the omissions by any other respecting KCIparty or parties to this Agreement, they shall notify that the other party or parties in writing promptly, and upon the receipt of such notice the notified party or parties will assume the responsibility for the defense, resolution resolution, and/or satisfaction of the claim and in all respects indemnify the party whose that is faced with such a claim to the full extent of that party's costs and ultimate liabilities, if any.

LIABILITIES AND INDEMNIFICATION. 4.01. It being understood as between Fremont and RCBA that they or their affiliates may be assuming joint and several liability to KCI for some or all of the KCI Transactions, Fremont and RCBA hereby agree that to the extent one of them or their Affiliates breaches the Transaction Agreement, the breaching party will indemnify and hold harmless the party not responsible for the breach from any such liability and reasonably related expenses resulting from the assertion of liability. 4.02. Except as set forth above and as 6.01 Unless otherwise expressly assumed in writing by Fremont, the Fremont/KCI Group, RCBA or RCBA, the RCBA/KCI Group, or Dr. Xxxxxxxxx: a. (a) none of them shall be liable to any third parties for any actions, commitments commitments, or debts of any otherother as a shareholder of KCI; and b. and (b) each of them shall take all reasonable steps to negate negotiate and preclude exposing any of the other of them to any such liability to any third party. 4.03. I-60 61 6.02 To the extent any of Fremont, the Fremont/KCI Group, RCBA or RCBA, the RCBA/KCI Group is Group, or Dr. Xxxxxxxxx xx presented with a demand or made party to an adjudication by a third party asserting their potential liability as a shareholder of KCI for the actions, commitments any acts or debts of the omissions by any other respecting KCIparty or parties to this Agreement, they shall notify that the other party or parties in writing promptly, and upon the receipt of such notice the notified party or parties will assume the responsibility for the defense, resolution resolution, and/or satisfaction of the claim and in all respects indemnify the party whose that is faced with such a claim to the full extent of that party's costs and ultimate liabilities, if any.. SECTION