Common use of Mutual Indemnifications for Breaches of Warranty, etc Clause in Contracts

Mutual Indemnifications for Breaches of Warranty, etc. Amphastar agrees with DRC and DRC agrees with Amphastar (the Party agreeing to indemnify another Party, its Representatives and their respective heirs, legal representatives, successors and assigns being called the "Indemnifying Party" and the Party including its Representatives and their respective heirs, legal representatives, successors and assigns to be indemnified being called collectively, the "Indemnified Party") to indemnify and save harmless the Indemnified Party, effective as and from the date hereof, from and against any claims, demands, actions, causes of action, damage, loss, cost, liability or expense (excluding those of an indirect or consequential nature) (the "Claims") which may be made or brought against the Indemnified Party or which it may suffer or incur as a result of, in respect of, or arising out of any non-fulfillment of any covenant or agreement on the part of the Indemnifying Party under this Agreement or any incorrectness in or breach of any representation or warranty of the Indemnifying Party contained herein. Any amount which an Indemnifying Party is liable to pay to an Indemnified Party pursuant to this Section shall bear interest at a rate per annum equal to the Prime Rate plus 5% per annum, calculated and payable monthly, both before and after judgment, with interest on overdue interest at the same rate, from the date the Indemnified Party disbursed funds, suffered damages or losses or incurred a loss, liability or expense in respect of a Claim, to the date of payment by the Indemnifying Party to the Indemnified Party. Any amount which an Indemnifying Party is required to pay to an Indemnified Party pursuant to this Section or pursuant to Section 6.2 (including interest thereon) is called an "Indemnified Loss". The foregoing obligation of indemnification in respect of such Claims shall be subject to the limitation set forth in Section 3.5 hereof respecting the survival of the representations and warranties of the Parties. The Indemnified Party shall use reasonable commercial efforts to minimize the amount of the Indemnified Loss.

Mutual Indemnifications for Breaches of Warranty, etc. Amphastar Apollo agrees with DRC the Fund and DRC the Fund agrees with Amphastar Apollo (the Party agreeing to indemnify another Party, its Representatives and their respective heirs, legal representatives, successors and assigns Party being called the "Indemnifying PartyINDEMNIFYING PARTY" and the Party including its Representatives and their respective heirs, legal representatives, successors and assigns to be indemnified being called collectively, the "Indemnified PartyINDEMNIFIED PARTY") to indemnify and save harmless the Indemnified Party, effective as and from the date hereof, from and against any claims, demands, actions, causes of action, damage, loss, cost, liability or expense (excluding those of an indirect or consequential nature) (the "ClaimsCLAIMS") which may be made or brought against the Indemnified Party or which it may suffer or incur as a result of, in respect of, or arising out of any non-fulfillment of any covenant or agreement on the part of the Indemnifying Party under this Agreement or any Closing Document or any incorrectness in or breach of any representation or warranty of the Indemnifying Party contained hereinherein or in any Closing Document. Any amount which an Indemnifying Party is liable to pay to an Indemnified Party pursuant to this Section shall bear interest at a rate per annum equal to the Prime Rate plus 5% per annumRate, calculated and payable monthly, both before and after judgment, with interest on overdue interest at the same rate, from the date the Indemnified Party disbursed funds, suffered damages or losses or incurred a loss, liability or expense in respect of a Claim, to the date of payment by the Indemnifying Party to the Indemnified Party. Any amount which an Indemnifying Party is required to pay to an Indemnified Party pursuant to this Section or pursuant to Section 6.2 7.2 (including interest thereon) is called an "Indemnified Loss". The foregoing obligation of indemnification in respect of such Claims shall be subject to the limitation set forth in Section 3.5 hereof respecting the survival of the representations and warranties of the Parties. The Indemnified Party shall use reasonable commercial efforts to minimize the amount of the Indemnified Loss.

Mutual Indemnifications for Breaches of Warranty, etc. Amphastar The Sellers hereby covenant and agree with the Purchaser, and the Purchaser hereby covenants and agrees with DRC and DRC agrees with Amphastar the Sellers (the Party or Parties so covenanting and agreeing to indemnify another Party, its Representatives and their respective heirs, legal representatives, successors and assigns being called Party referred to in this paragraph as the "Indemnifying Party" and the Party including its Representatives and their respective heirs, legal representatives, successors and assigns so to be indemnified being hereinafter called collectively, the "Indemnified Party") to indemnify and save harmless the Indemnified Party, effective as and from the date hereofClosing Time, from and against any claims, demands, actions, causes of action, damage, loss, costcosts, liability or expense (excluding those of an indirect or consequential nature) (the hereinafter in this Article 6 called "Claims") which may be made or brought against the Indemnified Party or and/or which it may suffer or incur as a result of, in respect of, or arising out of any material non-fulfillment of any covenant or agreement on the part of the Indemnifying Party under this Agreement or any incorrectness in or breach of any representation or warranty of the Indemnifying Party contained herein. Any amount which an Indemnifying Party is liable to pay to an Indemnified Party pursuant to this Section shall bear interest at a rate per annum equal to the Prime Rate plus 5% per annum, calculated and payable monthly, both before and after judgment, with interest on overdue interest at the same rate, from the date the Indemnified Party disbursed funds, suffered damages herein or losses in any certificate or incurred a loss, liability or expense in respect of a Claim, to the date of payment other document furnished by the Indemnifying Party to the Indemnified Party. Any amount which an Indemnifying Party is required to pay to an Indemnified Party pursuant to this Section or pursuant to Section 6.2 (including interest thereon) is called an "Indemnified Loss"hereto. The foregoing obligation of indemnification in respect of such Claims shall be subject to the limitation set forth requirement that the Indemnifying Party shall, in Section 3.5 hereof respecting respect of any Claim made by any third party, be notified forthwith by the survival Indemnified Party of all material particulars thereof and be afforded at least 30 days, at its sole cost and expense, to resist, defend and compromise the same. Notwithstanding the foregoing, the liability of the representations Sellers shall be limited to the value paid for the shares pursuant to this Agreement and warranties may be satisfied by tender of shares which, for purposes of this indemnity, shall be the Parties. The Indemnified Party shall use reasonable commercial efforts to minimize the amount greater of the Indemnified Loss.the

Mutual Indemnifications for Breaches of Warranty, etc. Amphastar (a) The Company hereby covenants and agrees with DRC the Purchaser, and DRC the Purchaser hereby covenants and agrees with Amphastar the Company (the Party or Parties so covenanting and agreeing to indemnify another Party, its Representatives and their respective heirs, legal representatives, successors and assigns Party being called hereinafter in this Section referred to 10 - 10 - as the "Indemnifying Party" and the Party including its Representatives and their respective heirs, legal representatives, successors and assigns so to be indemnified being hereinafter called collectively, the "Indemnified Party") to indemnify and save harmless the Indemnified Party, effective as and from the date hereof, Closing Date from and against any claims, demands, actions, causes of action, damage, loss, cost(including from a reduction in the price of the Shares), costs, liability or expense (excluding those of an indirect or consequential nature) (the hereinafter in this Section 8 called "Claims") which may be made or brought against the Indemnified Party or and/or which it may suffer or incur as a result of, in respect of, or arising out of any non-fulfillment fulfilment of any covenant or agreement on the part of the Indemnifying indemnifying Party under this Agreement or any incorrectness in or breach of any representation or warranty of the Indemnifying Party contained herein. Any amount which an Indemnifying Party is liable to pay to an Indemnified Party pursuant to this Section shall bear interest at a rate per annum equal to the Prime Rate plus 5% per annum, calculated and payable monthly, both before and after judgment, with interest on overdue interest at the same rate, from the date the Indemnified Party disbursed funds, suffered damages herein or losses in any certificate or incurred a loss, liability or expense in respect of a Claim, to the date of payment other document furnished by the Indemnifying Party to the Indemnified Party. Any amount which an Indemnifying Party is required to pay to an Indemnified Party pursuant to this Section or pursuant to Section 6.2 (including interest thereon) is called an "Indemnified Loss"hereto. The foregoing obligation of indemnification in respect of such Claims shall be subject to the limitation set forth requirements that the Indemnifying Party shall, in Section 3.5 hereof respecting respect of any Claims made by any third party, be afforded an opportunity at its sole expense to resist, defend and compromise the survival of same, provided that the representations and warranties of the Parties. The Indemnified Party shall use reasonable commercial efforts provide the Indemnifying Party with notice of any claims, forthwith upon its receipt of same. (b) Promptly after receipt by any indemnified person of a notice of a claim or the commencement of any action in respect of which indemnity is to minimize be sought against an indemnifying person pursuant to this Section 8.1, such indemnified person shall notify the amount indemnifying person in writing of such claim or of the Indemnified Losscommencement of such action, and, subject to the provisions hereinafter stated, in case any such action shall be brought against an indemnified person and the indemnifying person shall have been notified thereof, the indemnifying person shall be entitled to participate therein, and, to the extent that it shall wish, to assume and undertake the defense thereof, with counsel reasonably satisfactory to the indemnified person. After notice from the indemnifying person to such indemnified person of the indemnifying person's election to assume and undertake the defense thereof, indemnifying person shall not be liable to such indemnified person for any legal expenses subsequently incurred by such indemnified person in connection with the defense thereof; provided, however, that if there exists or shall exist a conflict of interest that would make it inappropriate in the reasonable judgment of the indemnified person for the same counsel to represent both the indemnified person and such indemnifying person or any affiliate or associate thereof, the indemnified person shall be entitled to retain its own counsel at the expense of such indemnifying person.

Mutual Indemnifications for Breaches of Warranty, etc. Amphastar The Vendors and the Connollys hereby jointly and severally covenant and agree with the Purchaser, and the Purchaser hereby covenants and agrees with DRC and DRC agrees with Amphastar the Vendors (the Party or Parties so covenanting and agreeing to indemnify another Party, its Representatives and their respective heirs, legal representatives, successors and assigns Party being called hereinafter in this Section 6.1 referred to as the "Indemnifying Party" and the Party including its Representatives and their respective heirs, legal representatives, successors and assigns party so to be indemnified being called collectively, hereinafter referred to as the "Indemnified Party") to indemnify and save harmless the Indemnified Party, effective as and from the date hereofClosing Time, from and against any claims, demands, actions, causes of action, damage, loss, costcosts, liability or expense (excluding those of an indirect or consequential nature) (the hereinafter in this Article 6 called "Claims") which may be made or brought against the Indemnified Party or and/or which it may suffer or incur as a result of, in respect of, or arising out of any material non-fulfillment of any covenant or agreement on the part of the Indemnifying Party under this Agreement or any incorrectness in or breach of any representation or warranty of the Indemnifying Party contained herein. Any amount which an Indemnifying Party is liable to pay to an Indemnified Party pursuant to this Section shall bear interest at a rate per annum equal to the Prime Rate plus 5% per annum, calculated and payable monthly, both before and after judgment, with interest on overdue interest at the same rate, from the date the Indemnified Party disbursed funds, suffered damages herein or losses in any certificate or incurred a loss, liability or expense in respect of a Claim, to the date of payment other document furnished by the Indemnifying Party to the Indemnified Party. Any amount which an Indemnifying Party is required to pay to an Indemnified Party pursuant to this Section or pursuant to Section 6.2 (including interest thereon) is called an "Indemnified Loss"hereto. The foregoing obligation of indemnification in respect of such Claims shall be be (i) subject to the limitation set forth mentioned in Section 3.5 hereof respecting the survival of the representations and warranties of the Parties. The ; (ii) subject to the requirement that the Indemnifying Party shall, in respect of any Claim made by any third party, be notified in a timely manner by the Indemnified Party shall use reasonable commercial efforts of all material particulars thereof and be afforded an opportunity at its sole cost and expense, to minimize resist, defend and compromise the amount of same; and (iii) applicable only to the Indemnified Lossextent that such Claims, in the aggregate, exceed $10,000.00.