Common use of Obligation of Seller to Indemnify Clause in Contracts

Obligation of Seller to Indemnify. Seller agrees to indemnify, defend --------------------------------- and hold harmless Purchaser (and its directors, officers, employees, Affiliates, successors and assigns) from and against all losses, personal injuries, liabilities, damages, deficiencies, costs or expenses (a) any breach of any representation and warranty of Seller contained in Section 5.1 of this Agreement (other than the representations and warranties contained in Subsections 5.1(e) and 5.1(h)) asserted in writing by Purchaser (or any Affiliate thereof) within twelve (12) months after the Closing Date; (b) the operations of Seller with respect to the development, manufacture, marketing, packaging, distribution, use or sale of Products by or on behalf of Seller prior to the Closing Date; (c) the operations of Seller with respect to packaging, distribution and administrative processing of Products by or on behalf of Seller from the Closing Date to the end of the Transition Period; (d) any breach of the representations and warranties of Seller contained in Subsections 5.1(e) and 5.1(h) or any failure of Seller to comply with any of its obligations, covenants or agreements set forth in this Agreement; (e) any and all obligations or liabilities arising or resulting from Seller's obligations under the Original Agreement, other than those described in subsection (b) above, prior to the Closing Date; (f) claims made by members of the Targeted Sales Force who accept employment with Purchaser, which claims arise from acts or omissions by Seller occurring prior to the expiration of their employment with Seller; and (g) any liabilities of Seller, other than the Liabilities, which arise out of the Anesta Technology or the Assets, Products, or Licensed Products.

Obligation of Seller to Indemnify. Subject to the provisions of Section 7.5, Seller agrees and Shareholder, jointly and severally, agree to indemnify, defend --------------------------------- and hold harmless Purchaser BearCom and Newco (and its their respective directors, officers, employees, Affiliates, successors and assigns) from and against any and all Claims, losses, personal injuries, liabilities, damages, deficiencies, judgments, settlements, costs of investigation or expenses other expenses (aincluding interest, penalties and reasonable attorneys' fees and disbursements and expenses incurred in enforcing this indemnification) any breach of any representation and warranty of Seller contained in Section 5.1 of this Agreement (other than the representations and warranties contained in Subsections 5.1(ecollectively, "Losses") and 5.1(h)) asserted in writing suffered or incurred by Purchaser (Newco or any Affiliate thereof) within twelve (12) months after the Closing Date; (b) the operations of Seller with respect to the development, manufacture, marketing, packaging, distribution, use or sale of Products by or on behalf of Seller prior to the Closing Date; (c) the operations of Seller with respect to packaging, distribution and administrative processing of Products by or on behalf of Seller from the Closing Date to the end of the Transition Period; foregoing persons arising out of (di) any breach of the representations and warranties of Seller or Shareholder contained in Subsections 5.1(e) and 5.1(h) this Agreement or in the Schedules or any failure Transaction Document, (ii) any breach of the covenants and agreements of Seller to comply with any of its obligations, covenants or agreements set forth contained in this Agreement; Agreement or in the Schedules or any Transaction Document, (eiii) any Retained Liabilities, (iv) any Liability of Seller for failure to file any federal, state, local or foreign Tax Return and all obligations any Liability for any Taxes relating to any tax period ending on or liabilities arising or resulting from Seller's obligations under the Original Agreement, other than those described in subsection (b) above, prior to the Closing Date; , (fv) claims made by members of the Targeted Sales Force who accept employment with Purchaser, which claims arise from acts or omissions by Seller occurring any Liability under ERISA for any period prior to the expiration Closing relating to any employee of their employment with Seller; and Seller who is not hired by Purchaser after the Closing, (gvi) any liabilities Environmental Liabilities, and (vii) any other actions or omissions of SellerSeller prior to Closing, resulting in a Liability to Purchaser, other than the Assumed Liabilities, which arise out of the Anesta Technology or the Assets, Products, or Licensed Products(viii) any Liability to Purchaser in connection with any Claim by Charxxx Xxxxxx xxxsing prior to Closing.

Obligation of Seller to Indemnify. (a) Subject to the limitations contained in Sections 3.2 and 7.4(a), Seller agrees to indemnify, defend --------------------------------- and hold harmless Purchaser (and its directors, officers, employees, Affiliates, successors and assigns) Purchasers from and against all lossesLosses actually incurred by Purchasers based upon, personal injuriesarising out of, liabilities, damages, deficiencies, costs related to or expensesotherwise in respect of: (ai) any breach of any representation and or warranty of Seller contained in Section 5.1 of this Agreement or in either of the Asset Purchase Agreements; (other than the representations and warranties ii) Seller’s breach of any covenants or agreements contained in Subsections 5.1(ethis Agreement, including the indemnification obligation set forth in Section 4.3(a), or in either of the Asset Purchase Agreements; (iii) Seller’s failure to perform or satisfy any of the Retained Liabilities; and (iv) all obligations and 5.1(h)) asserted liabilities of Seller, Seller Parent, NPI and their Affiliates arising under or in writing by Purchaser (connection with the Distribution Agreement not specifically relating to the Assets or any Affiliate thereof) within twelve (12) months after the Closing Date;Purchased Businesses. (b) Seller agrees to indemnify, defend and hold harmless Purchasers and their Affiliates (from and after the operations Closing, including Azure Mountain) from and against all Losses actually incurred by Purchasers or their Affiliates based upon, arising out of, related to or otherwise in respect of all obligations and liabilities of Seller with as of the Closing for any unpaid capital calls (the “Unpaid Capital Call”) in respect to of the developmentAdditional Subscribed Shares, manufactureprovided that Seller’s indemnification obligation in respect of the Unpaid Capital Call itself shall not exceed US$10,000,000, marketing, packaging, distribution, use and further provided that no such amounts shall be called or sale of Products payable by or on behalf of Seller prior to the Closing Date; (c) the operations of Seller with respect to packagingAugust 29, distribution and administrative processing of Products by or on behalf of Seller from the Closing Date to the end of the Transition Period; (d) any breach of the representations and warranties of Seller contained in Subsections 5.1(e) and 5.1(h) or any failure of Seller to comply with any of its obligations, covenants or agreements set forth in this Agreement; (e) any and all obligations or liabilities arising or resulting from Seller's obligations under the Original Agreement, other than those described in subsection (b) above, prior to the Closing Date; (f) claims made by members of the Targeted Sales Force who accept employment with Purchaser, which claims arise from acts or omissions by Seller occurring prior to the expiration of their employment with Seller; and (g) any liabilities of Seller, other than the Liabilities, which arise out of the Anesta Technology or the Assets, Products, or Licensed Products2008.

Obligation of Seller to Indemnify. Subject to the limitations set forth in Section 6.5 hereof, Seller agrees to indemnify, defend --------------------------------- and hold harmless Purchaser MAXIMUS (and its directors, officers, employees, Affiliates, successors affiliates and assigns) from and against all losses, personal injuries, liabilities, damages, deficiencies, costs or expensesexpenses (including interest and penalties imposed or assessed by any judicial or administrative body and reasonable attorneys fees) ("Losses") based upon, arising out of or otherwise in respect of: (a) any inaccuracy in or any breach of any representation and warranty representation, warranty, covenant or agreement of Seller contained in Section 5.1 of this Agreement (other than Agreement, the representations and warranties contained Related Agreements, the certificates required to be delivered pursuant to Article 4, or in Subsections 5.1(e) and 5.1(h)) asserted in writing by Purchaser (or any Affiliate thereof) within twelve (12) months after the Closing DateSchedule delivered pursuant hereto; (b) any claim or demand or assertion of liability against MAXIMUS based upon, arising out of or otherwise in respect of any and all liabilities and obligations of any nature whatsoever, other than Assumed Liabilities, of or relating to (i) Seller or the operations of Seller with respect Business either prior to or after the Closing; or (ii) the Purchased Assets prior to the developmentClosing; (c) any claim or demand for commission or other compensation by any broker, manufacturefinder, marketing, packaging, distribution, use agent or sale of Products similar intermediary claiming to have been employed or retained by or on behalf of Seller prior to the Closing Date; Seller, whether or not included in clause (c) the operations of Seller with respect to packaging, distribution and administrative processing of Products by or on behalf of Seller from the Closing Date to the end of the Transition Perioda); (d) any breach of the representations and warranties of Seller contained in Subsections 5.1(e) and 5.1(h) Tax Liabilities or any failure of Seller to comply with any of its obligations, covenants or agreements set forth in this Agreement;Transfer Taxes; and (e) any and all obligations or liabilities arising or resulting from Seller's obligations under the Original Agreement, other than those described in subsection (b) above, prior to the Closing Date; (f) claims claim made by members an employee or former employee of the Targeted Sales Force Seller (including any employees of Seller who accept employment with Purchaser, which claims arise from acts are subsequently hired by MAXIMUS) arising out of or omissions by Seller occurring prior to the expiration otherwise in respect of their employment with Seller; and (g) any liabilities of Seller, other than the Liabilities, which arise out of the Anesta Technology or the Assets, Productswith, or Licensed Productstermination by, Seller.