Common use of Obligation of Buyer to Indemnify Clause in Contracts

Obligation of Buyer to Indemnify. The Buyer hereby agrees to indemnify, defend, save and hold the Company, their respective members, managers, directors, officer, employees, agents and the Seller (hereinafter referred to as the “Seller Indemnitees”) harmless from and against any and all damage, liability, loss, expense, assessment, judgment or deficiency of any nature whatsoever (including, without limitation, reasonable attorneys' fees and other costs and expenses incident to any suit, action or proceeding) (hereinafter together defined as the “Losses”) incurred or sustained by the Seller Indemnitees which arise out of or result from (i) the breach of any representation or warranty of the Buyer set forth in anywhere in this SPA, including but not limited to those set forth in Article V, and (ii) the breach of or failure to perform any covenant of the Buyer set forth in this SPA (including, but not limited to, any post-closing covenant). Notwithstanding the foregoing, (a) in no event will a Seller Indemnitee be entitled to indemnification hereunder unless or until the aggregate Losses suffered by the Seller Indemnitees, as a group, exceed One Hundred Fifty Thousand ($150,000.00) Dollars, whereupon all Losses suffered by the Seller Indemnitees shall be subject to indemnification hereunder.

Obligation of Buyer to Indemnify. The Buyer hereby agrees to indemnifyBuyers shall, defendjointly and severally, save indemnify Sellers and hold the Company, their respective members, managersAffiliates, directors, officer, officers and employees, agents and their respective heirs, personal representatives, successors and assigns (collectively, the "Seller (hereinafter referred to as the “Seller Indemnitees”Indemnified Parties") against and hold each of them harmless from and against any and all damage, liability, loss, expense, assessment, judgment Losses incurred or deficiency suffered by any Seller Indemnified Party arising out of or relating to (i) any breach of any nature whatsoever representation, warranty, covenant or agreement of either Buyer contained in this Agreement or in any Transaction Document; or (includingii) claims with respect to the use of the Acquired Assets by either Buyer or the operations of either Buyer with respect to the Business subsequent to the Closing Date; or (iii) the failure of either Buyer to perform any of its respective obligations or covenants under this Agreement or any Transaction Document, including without limitation, reasonable attorneys' fees and other costs and expenses incident to any suit, action or proceeding) (hereinafter together defined as the “Losses”) incurred or sustained by the Seller Indemnitees which arise out of or result from (i) the breach of any representation or warranty of the Buyer set forth in anywhere in this SPA, including but not limited to those set forth in Article V, and (ii) the breach of or either Buyer's failure to perform pay or perform, in a timely manner, the Assumed Liabilities, or (iv) failure of Buyer to comply with the WARN Act with respect to the JMI-Facility, if applicable; or (v) product liability claims for any covenant Product Manufactured by either Buyer after the Closing Date; or (vi) any statement made after the Closing Date and any statement made in catalogs or other marketing materials (whether said catalogs and marketing materials are newly printed or were previously printed by JMED) which are released or distributed after the Closing Date by or on behalf of the either Buyer set forth in this SPA (including, but that any Governmental Body asserts creates drug status for any Product that does not limited to, any post-closing covenant). Notwithstanding the foregoing, (a) in no event will a Seller Indemnitee be entitled comply with all requirements of Law applicable to indemnification hereunder unless or until the aggregate Losses suffered by the Seller Indemnitees, as a group, exceed One Hundred Fifty Thousand ($150,000.00) Dollars, whereupon all Losses suffered by the Seller Indemnitees shall be subject to indemnification hereunderdrugs.

Obligation of Buyer to Indemnify. The Buyer hereby agrees to indemnify, defend, save shall indemnify and hold the Companyharmless Sellers, their respective members, managersaffiliates and its respective officers, directors, officer, employees, agents agents, controlling persons, attorneys, successors and the Seller assigns (hereinafter referred to as the each a “Seller IndemniteesIndemnitee”) harmless from and against any and all damageLosses based upon, liabilityarising out of, loss, expense, assessment, judgment or deficiency otherwise in respect of any nature whatsoever (including, without limitation, reasonable attorneys' fees and other costs and expenses incident to any suit, action or proceeding) (hereinafter together defined as the “Losses”) incurred or sustained by the Seller Indemnitees which arise out of or result from (i) the breach of inaccuracy in any representation or warranty of Buyer contained in this Agreement, or (ii) breach by Buyer of any covenant or agreement contained in this Agreement; provided, however, that the foregoing indemnification will not, as to any Seller Indemnitee, apply to losses, claims, damages, liabilities or expenses to the extent that they are based upon or arise out of (i) any breach of this Agreement by such Seller Indemnitee or (ii) bad faith, gross negligence or willful misconduct on the part of such Seller Indemnitee. If for any reason the foregoing indemnification is unavailable to any Seller Indemnitee or insufficient to hold it harmless, then Buyer shall, subject to the limitation set forth in anywhere Section 8(e), contribute to the amount paid or payable by such Seller Indemnitee as a result of such loss, claim, damage, liability or expense in this SPAsuch proportion as is appropriate to reflect not only the relative benefits received by Buyer on the one hand and such Seller Indemnitee on the other hand but also the relative fault of Buyer, including but not limited to those set forth in Article Von the one hand, and (ii) such Seller Indemnitee, on the breach other hand, as well as any relevant equitable considerations. The indemnity, reimbursement and contribution obligations of or failure Buyer under this Section 8 shall be in addition to perform any covenant of the liability that Buyer set forth in this SPA (including, but not limited to, any post-closing covenant). Notwithstanding the foregoing, (a) in no event will may otherwise have to a Seller Indemnitee be entitled to indemnification hereunder unless or until the aggregate Losses suffered by the Seller Indemnitees, as a group, exceed One Hundred Fifty Thousand ($150,000.00) Dollars, whereupon all Losses suffered by the Seller Indemnitees and shall be subject binding upon and inure to indemnification hereunderthe benefit of any successors, assigns, heirs and personal representatives of Buyer and any Seller Indemnitee.

Obligation of Buyer to Indemnify. The Buyer hereby agrees to indemnifyBuyers shall, defendjointly and severally, save indemnify Sellers and hold the Company, their respective members, managersAffiliates, directors, officer, officers and employees, agents and their respective heirs, personal representatives, successors and assigns (collectively, the "Seller (hereinafter referred to as the “Seller Indemnitees”Indemnified Parties") against and hold each of them harmless from and against any and all damage, liability, loss, expense, assessment, judgment Losses incurred or deficiency suffered by any Seller Indemnified Party arising out of or relating to (i) any breach of any nature whatsoever representation, warranty, covenant or agreement of either Buyer contained in this Agreement or in any Transaction Document; or (includingii) claims with respect to the use of the Acquired Assets by either Buyer or the operations of either Buyer with respect to the Business subsequent to the Closing Date; or (iii) the failure of either Buyer to perform any of its respective obligations or covenants under this Agreement or any Transaction Document, including without limitation, reasonable attorneys' fees and other costs and expenses incident to any suit, action or proceeding) (hereinafter together defined as the “Losses”) incurred or sustained by the Seller Indemnitees which arise out of or result from (i) the breach of any representation or warranty of the Buyer set forth in anywhere in this SPA, including but not limited to those set forth in Article V, and (ii) the breach of or either Buyer's failure to perform pay or perform, in a timely manner, the Assumed Liabilities, or (iv) failure of Buyer to comply with the WARN Act with respect to the JMI-Facility, if applicable; or (v) product liability claims for any covenant Product Manufactured by either Buyer after the Closing Date; or (vi) any statement made after the Closing Date and any statement made in catalogs or other marketing materials (whether said catalogs and marketing materials are newly printed or were previously printed by JMED) which are released or distributed after the Closing Date by or on behalf of the either Buyer set forth in this SPA (including, but not limited to, that any post-closing covenant). Notwithstanding the foregoing, (a) in no event will a Seller Indemnitee be entitled to indemnification hereunder unless or until the aggregate Losses suffered by the Seller Indemnitees, as a group, exceed One Hundred Fifty Thousand ($150,000.00) Dollars, whereupon all Losses suffered by the Seller Indemnitees shall be subject to indemnification hereunder.Governmental

Obligation of Buyer to Indemnify. The Buyer hereby agrees to indemnify, defend, save shall indemnify and hold the Companyharmless Sellers, their respective members, managersaffiliates and its respective officers, directors, officer, employees, agents agents, controlling persons, attorneys, successors and the Seller assigns (hereinafter referred to as the each an “Seller IndemniteesIndemnitee”) harmless from and against any and all damageLosses based upon, liabilityarising out of, loss, expense, assessment, judgment or deficiency otherwise in respect of any nature whatsoever (including, without limitation, reasonable attorneys' fees and other costs and expenses incident to any suit, action or proceeding) (hereinafter together defined as the “Losses”) incurred or sustained by the Seller Indemnitees which arise out of or result from (i) the breach of inaccuracy in any representation or warranty of Buyer contained in this Agreement, or (ii) breach by Buyer of any covenant or agreement contained in this Agreement; provided, however, that the foregoing indemnification will not, as to any Seller Indemnitee, apply to losses, claims, damages, liabilities or expenses to the extent that they are based upon or arise out of (i) any breach of this Agreement by such Seller Indemnitee or (ii) bad faith, negligence or willful misconduct on the part of such Seller Indemnitee. If for any reason the foregoing indemnification is unavailable to any Seller Indemnitee or insufficient to hold it harmless, then Buyer shall, subject to the limitation set forth in anywhere Section 8(e), contribute to the amount paid or payable by such Seller Indemnitee as a result of such loss, claim, damage, liability or expense in this SPAsuch proportion as is appropriate to reflect not only the relative benefits received by Buyer on the one hand and such Seller Indemnitee on the other hand but also the relative fault of Buyer, including but not limited to those set forth in Article Von the one hand, and (ii) such Seller Indemnitee, on the breach of or failure to perform other hand, as well as any covenant relevant equitable considerations. The indemnity, reimbursement and contribution obligations of the Indemnifying Party under this Section 8 shall be in addition to any liability that Buyer set forth in this SPA (including, but not limited to, any post-closing covenant). Notwithstanding the foregoing, (a) in no event will may otherwise have to a Seller Indemnitee be entitled to indemnification hereunder unless or until the aggregate Losses suffered by the Seller Indemnitees, as a group, exceed One Hundred Fifty Thousand ($150,000.00) Dollars, whereupon all Losses suffered by the Seller Indemnitees and shall be subject binding upon and inure to indemnification hereunderthe benefit of any successors, assigns, heirs and personal representatives of Buyer and any Seller Indemnitee.