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. Seller agrees The Stockholder and Seller, jointly and severally, agree to indemnify, defend --------------------------------- and hold harmless Purchaser Buyer (and its directors, officers, employees, Affiliates, successors and assignsassigns and Representatives) from and against all claims, losses, personal injuries, liabilities, damages, deficiencies, judgments, settlements, costs of investigation or expensesother expenses (including interest, penalties and reasonable attorneys' fees and disbursements (collectively, the "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 or the Stockholder contained in Section 5.1 of this Agreement (other than the representations and warranties contained or in Subsections 5.1(e) and 5.1(h)) asserted in writing by Purchaser (any Schedules, instrument or any Affiliate thereof) within twelve (12) months after the Closing Datedocuments delivered pursuant to this Agreement; (b) any obligation or liability arising in connection with the operations Business from or in respect of Seller with respect to the development, manufacture, marketing, packaging, distribution, use any event or sale of Products by or on behalf of Seller circumstance occurring prior to the Closing Date; (c) any and all Losses resulting from any adjustment to any accounts receivable or prior billxxxx xx Seller for the operations period from October 1, 1996 through Closing, other than those contained in allowances for doubtful accounts as set forth in the books and records 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 as of the Transition Period;date hereof; and (d) any breach and all actions, suits, proceedings, claims, demands, assessments, judgments, costs and expenses, including without limitation, reasonable legal fees and expenses, incident to any of the representations and warranties of Seller contained foregoing or incurred in Subsections 5.1(e) and 5.1(h) investigating or any failure of Seller attempting to comply with any of its obligations, covenants avoid the same or agreements set forth in this Agreement; (e) any and all obligations or liabilities arising or resulting from Seller's obligations under to oppose 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, Productsimposition thereof, or Licensed Productsin enforcing this indemnity.

Obligation of Seller to Indemnify. Seller agrees The Stockholder and Seller, jointly and severally, agree to indemnify, defend --------------------------------- and hold harmless Purchaser Buyer (and its directors, officers, employees, Affiliates, successors and assignsassigns and Representatives) from and against all claims, losses, personal injuries, liabilities, damages, deficiencies, judgments, settlements, costs of investigation or expensesother expenses (including interest, penalties and reasonable attorneys' fees and disbursements (collectively, the "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 or the Stockholder contained in Section 5.1 of this Agreement (other than the representations and warranties contained or in Subsections 5.1(e) and 5.1(h)) asserted in writing by Purchaser (any Schedules, instrument or any Affiliate thereof) within twelve (12) months after the Closing Datedocuments delivered pursuant to this Agreement; (b) any obligation or liability arising in connection with the operations Business from or in respect of Seller with respect to the development, manufacture, marketing, packaging, distribution, use any event or sale of Products by or on behalf of Seller circumstance occurring prior to the Closing Date; (c) the operations any and all Losses resulting from any adjustment to any accounts receivable or prior xxxxxxxx of Seller with respect to packagingfor the period from October 1, distribution 1996 through Closing, other than those contained in allowances for doubtful accounts as set forth in the books and administrative processing of Products by or on behalf records of Seller from the Closing Date to the end as of the Transition Period;date hereof; and (d) any breach and all actions, suits, proceedings, claims, demands, assessments, judgments, costs and expenses, including without limitation, reasonable legal fees and expenses, incident to any of the representations and warranties of Seller contained foregoing or incurred in Subsections 5.1(e) and 5.1(h) investigating or any failure of Seller attempting to comply with any of its obligations, covenants avoid the same or agreements set forth in this Agreement; (e) any and all obligations or liabilities arising or resulting from Seller's obligations under to oppose 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, Productsimposition thereof, or Licensed Productsin enforcing this indemnity.