Common use of Other Indemnification Matters Clause in Contracts

Other Indemnification Matters. All indemnification payments under this Article 6 will be deemed adjustments to the Cash Payment. For purposes of determining the amount of Adverse Consequences resulting from any misrepresentation or breach of a representation or warranty (but for the avoidance of doubt, not for purposes of determining whether there has been any misrepresentation or breach of a representation or warranty), all qualifications or exceptions in any representation or warranty relating to or referring to the terms “material”, “materiality”, “in all material respects”, “Material Adverse Effect” or any similar term or phrase shall be disregarded, it being the understanding of the Parties that for such purposes, the representations and warranties of the Parties contained in this Agreement shall be read as if such terms and phrases were not included in them. Orgenesis Parent agrees that Orgenesis Parent and its Affiliates have no claims or rights to contribution or indemnity from the Company or any of its Subsidiaries with respect to any amounts paid by Orgenesis Parent pursuant to this Article 6. The right to indemnification, payment of any losses or other remedy based on such representations and warranties (as modified by the applicable sections of the Disclosure Schedule), covenants, and obligations will not be affected by any investigation conducted with respect to, or any knowledge acquired (or capable of being acquired) at any time, whether before or after the execution and delivery of this Agreement, with respect to the accuracy or inaccuracy of or compliance with, any such representation or warranty (as modified by the applicable sections of the Disclosure Schedule), covenant, or obligation. Orgenesis Parent hereby acknowledges that, regardless of any investigation made (or not made) by or on behalf of Investor, and regardless of the results of any such investigation, Investor has entered into this transaction in express reliance upon such representations and warranties (as modified by the applicable sections of the Disclosure Schedule) covenants and obligations.

Other Indemnification Matters. (a) All indemnification payments under this Article 6 7 will be deemed adjustments to the Cash PaymentPurchase Price for Tax purposes, unless otherwise required by applicable Law. For Solely for the purposes of determining the amount of Adverse Consequences resulting from any misrepresentation or breach of a representation or warranty (warranty, but for the avoidance of doubt, not for purposes of determining whether there has been any misrepresentation or breach of a representation or warranty)therefrom, all qualifications or exceptions in any representation or warranty relating to or referring to the terms “material”, “materiality”, “in all material respects”, “Material Adverse Effect” or any similar term or phrase shall be disregarded, it being the understanding of the Parties that for such purposes, the representations and warranties of the Parties contained in this Agreement shall be read as if such terms and phrases were not included in them. Orgenesis Parent agrees that Orgenesis Parent and its Affiliates have no claims or rights to contribution or indemnity from the Company or any of its Subsidiaries with respect to any amounts paid by Orgenesis Parent pursuant to this Article 6. The right of any Indemnified Party to indemnification, payment of any losses Adverse Consequences or other remedy based on such representations and warranties (as modified by the applicable sections of the Disclosure Schedule)representations, covenantswarranties, covenants and obligations contained in this Agreement or in any certificate delivered in connection with this Agreement will not be affected by any investigation conducted with respect to, or any knowledge acquired (or capable of being acquired) at any time, whether before or after the execution and delivery of this AgreementAgreement or the Closing Date, with respect to the accuracy or inaccuracy of or compliance with, any such representation or warranty (as modified by the applicable sections of the Disclosure Schedule)representation, covenantwarranty, covenant or obligation. Orgenesis Parent Each Party hereby acknowledges that, regardless of any investigation made (or not made) by or on behalf of Investorthe other Party, and regardless of the results of any such investigation, Investor such other Party has entered into this transaction in express reliance upon such representations and warranties (as modified by the applicable sections of the Disclosure Schedule) representations, warranties, covenants and obligations. (b) Seller agrees on behalf of itself and each of the Seller Indemnitees that neither Seller nor any Seller Indemnitee shall have any claims or rights to contribution or indemnity from any Acquired Company with respect to any amounts paid by Seller or any of its Affiliates pursuant to this Article 7. (c) For all purposes of this Article 7, “Adverse Consequences” shall be calculated net of the amount of any insurance or third party indemnification or other coverage actually received -13- by the applicable Indemnified Party (or any Affiliate thereof) from insurance policies or third parties not affiliated with such Indemnified Party in connection with such Adverse Consequences, net of any fees, costs and expenses incurred in connection with the collection of any such proceeds and net of the present value of any increase in insurance premiums or other charges paid or reasonably expected to be paid by the Indemnified Party arising out of such Adverse Consequences, If an Indemnified Party (or any Affiliate thereof) receives an amount under insurance or third party indemnification or other coverage with respect to Adverse Consequences from third parties not affiliated with such Indemnified Party at any time subsequent to any indemnification provided by an Indemnifying Party, then such Indemnified Party shall promptly reimburse the Indemnifying Party for any such payment up to the excess (if any) of (i) such amount received by the Indemnified Party (and any Affiliate thereof) (net of any fees, costs and expenses incurred in connection with the collection of any such proceeds and net of the present value of any increase in insurance premiums or other charges paid or reasonably expected to be paid by the Indemnified Party arising out of such Adverse Consequences), plus (ii) the amount paid by the Indemnifying Party in respect of such Adverse Consequences, less (iii) the full amount of Adverse Consequences. (d) Nothing herein shall relieve any Indemnified Party of its common law duty to mitigate Adverse Consequences.

Other Indemnification Matters. All indemnification payments under this Article 6 will be deemed adjustments to the Cash Payment. For purposes of determining the amount of Adverse Consequences resulting from any misrepresentation or breach of a representation or warranty (but for the avoidance of doubt, not for purposes of determining whether there has been any misrepresentation or breach of a representation or warranty), all qualifications or exceptions in any representation or warranty relating to or referring to the terms “material”, “materiality”, “in all material respects”, “Material Adverse Effect” or any similar term or phrase shall be disregarded, it being the understanding of the Parties that for such purposes, the representations and warranties of the Parties contained in this Agreement shall be read as if such terms and phrases were not included in them. Orgenesis Parent agrees that Orgenesis Parent and its Affiliates have no claims or rights to contribution or indemnity from the Company or any of its Subsidiaries with respect to any amounts paid by Orgenesis Parent pursuant to this Article 6. The right to indemnification, payment of any losses or other remedy based on such representations and warranties (as modified by the applicable sections of the Disclosure Schedule)representations, warranties, covenants, and obligations will not be affected by any investigation conducted with respect to, or any knowledge acquired (or capable of being acquired) at any time, whether before or after the execution and delivery of this Agreement, with respect to the accuracy or inaccuracy of or compliance with, any such representation or warranty (as modified by the applicable sections of the Disclosure Schedule)representation, warranty, covenant, or obligation. Orgenesis Parent hereby acknowledges that, regardless For purposes of any investigation made (or not made) by or on behalf determining the amount of InvestorAdverse Consequences resulting therefrom, and regardless whether there has been a breach with respect thereto, all qualifications or exceptions in any representation or warranty relating to or referring to the terms “material,” “in all material respects,” “Material Adverse Effect,” “Knowledge,” or any similar term or phrase shall be disregarded, it being the understanding of the results Parties that for purposes of any such investigationdetermining the amount of liability under this Article 5 or the occurrence of a claim giving rise to an indemnification obligation, Investor has entered into this transaction in express reliance upon such the representations and warranties (as modified by the applicable sections of the Disclosure Schedule) covenants Parties contained in this Agreement shall be read as if such terms and obligationsphrases were not included in them. Buyer shall have the right, but not the obligation, to set off any amounts owed to the Shareholder, or believed in good faith by Buyer to be owed to the Shareholder while such amounts remain in dispute pursuant to the terms of this Agreement or any other payment payable to the Shareholder.

Other Indemnification Matters. (a) All indemnification payments under this Article 6 7 will be deemed adjustments to the Cash PaymentPurchase Price for Tax purposes, unless otherwise required by applicable Law. For Solely for the purposes of determining the amount of Adverse Consequences resulting from any misrepresentation or breach of a representation or warranty (warranty, but for the avoidance of doubt, not for purposes of determining whether there has been any misrepresentation or breach of a representation or warranty)therefrom, all qualifications or exceptions in any representation or warranty relating to or referring to the terms “material”, “materiality”, “in all material respects”, “Material Adverse Effect” or any similar term or phrase shall be disregarded, it being the understanding of the Parties that for such purposes, the representations and warranties of the Parties contained in this Agreement shall be read as if such terms and phrases were not included in them. Orgenesis Parent agrees that Orgenesis Parent and its Affiliates have no claims or rights to contribution or indemnity from the Company or any of its Subsidiaries with respect to any amounts paid by Orgenesis Parent pursuant to this Article 6. The right of any Indemnified Party to indemnification, payment of any losses Adverse Consequences or other remedy based on such representations and warranties (as modified by the applicable sections of the Disclosure Schedule)representations, covenantswarranties, covenants and obligations contained in this Agreement or in any certificate delivered in connection with this Agreement will not be affected by any investigation conducted with respect to, or any knowledge acquired (or capable of being acquired) at any time, whether before or after the execution and delivery of this AgreementAgreement or the Closing Date, with respect to the accuracy or inaccuracy of or compliance with, any such representation or warranty (as modified by the applicable sections of the Disclosure Schedule)representation, covenantwarranty, covenant or obligation. Orgenesis Parent Each Party hereby acknowledges that, regardless of any investigation made (or not made) by or on behalf of Investorthe other Party, and regardless of the results of any such investigation, Investor such other Party has entered into this transaction in express reliance upon such representations and warranties (as modified by the applicable sections of the Disclosure Schedule) representations, warranties, covenants and obligations. (b) Seller agrees on behalf of itself and each of the Seller Indemnitees that neither Seller nor any Seller Indemnitee shall have any claims or rights to contribution or indemnity from any Acquired Company with respect to any amounts paid by Seller or any of its Affiliates pursuant to this Article 7. (c) For all purposes of this Article 7, “Adverse Consequences” shall be calculated net of the amount of any insurance or third party indemnification or other coverage actually received by the applicable Indemnified Party (or any Affiliate thereof) from insurance policies or third parties not affiliated with such Indemnified Party in connection with such Adverse Consequences, net of any fees, costs and expenses incurred in connection with the collection of any such proceeds and net of the present value of any increase in insurance premiums or other charges paid or reasonably expected to be paid by the Indemnified Party arising out of such Adverse Consequences, If an Indemnified Party (or any Affiliate thereof) receives an amount under insurance or third party indemnification or other coverage with respect to Adverse Consequences from third parties not affiliated with such Indemnified Party at any time subsequent to any indemnification provided by an Indemnifying Party, then such Indemnified Party shall promptly reimburse the Indemnifying Party for any such payment up to the excess (if any) of (i) such amount received by the Indemnified Party (and any Affiliate thereof) (net of any fees, costs and expenses incurred in connection with the collection of any such proceeds and net of the present value of any increase in insurance premiums or other charges paid or reasonably expected to be paid by the Indemnified Party arising out of such Adverse Consequences), plus (ii) the amount paid by the Indemnifying Party in respect of such Adverse Consequences, less (iii) the full amount of Adverse Consequences. (d) Nothing herein shall relieve any Indemnified Party of its common law duty to mitigate Adverse Consequences.

Other Indemnification Matters. All (a) No claim for indemnification payments under may be asserted for any breach of any representation, warranty, covenant, obligation or other agreement contained in this Agreement beyond the applicable Survival Period for such representation, warranty, covenant, obligation or other agreement. However, if a Claim Notice is delivered in good faith before the expiration of the Survival Period for such representation, warranty, covenant, obligation or other agreement, such claim (as specified in good faith in the Claim Notice) shall survive until the final resolution of such claim, but only with respect to the specific claim specified in good faith in such Claim Notice. (b) Payments by or on behalf of an Indemnifying Party pursuant to this Article 6 will X in respect of any Loss shall be deemed adjustments limited to the Cash Payment. For purposes of determining the amount of Adverse Consequences resulting any liability or damage that remains after deducting therefrom any insurance proceeds received, and any indemnity, contribution or other similar payment received, by or on behalf of an Indemnified Party from a third party in respect of any misrepresentation such claim, or breach Tax benefits actually received to the extent received in the taxable year or three subsequent taxable years in which such Loss is incurred, in each case net of any actual costs and expenses incurred by the Indemnified Party in connection with pursuing such recovery, including any deductible or co-payment and any increases in insurance premiums paid by the Indemnified Party as a representation or warranty (but for result of such recovery. For the avoidance of doubt, this Section 10.08(b) is not for intended, and shall not be construed, to (i) require any Party to obtain or maintain insurance or any particular insurance, or (ii) alter any of the limitations on any Party’s liability hereunder, including those set forth in Section 10.04 and Section 10.05. (c) For purposes of determining whether there has been any misrepresentation or breach of a representation or warranty), and for purposes of determining the amount of Losses resulting therefrom, all qualifications or exceptions in any representation or warranty relating to or referring to the terms “material”, “materiality”, “in all material respects”, “Material Adverse Effect” or any similar term or phrase shall be disregardeddisregarded (but, it being for the understanding avoidance of the Parties that for such purposesdoubt, the representations and warranties of word “Material” as used in the Parties contained in this Agreement defined term “Material Contract” shall be read as if given effect for each instance where such terms defined term is used, and phrases were the term “Material Adverse Effect” shall not included in them. Orgenesis Parent be disregarded for purposes of Section 5.06(a)). (d) Each Party acknowledges and agrees that Orgenesis Parent its sole and its Affiliates have no claims or rights to contribution or indemnity from the Company or any of its Subsidiaries exclusive remedy with respect to any amounts paid by Orgenesis Parent and all claims relating to this Agreement, including claims for breach of representation and breach of warranty (but excluding claims of Fraud (subject to the applicable limitations herein), and injunctive and provisional relief (including specific performance) to the extent available pursuant to the terms of this Agreement, including under Article XI) shall be pursuant to the indemnification provisions set forth in this Article X. (e) Each Party shall use its commercially reasonable efforts to mitigate any Loss for which it is entitled to indemnification pursuant to this Article 6X, including taking all reasonable commercial efforts to realize any insurance recovery. The right However, the costs of all reasonable, out-of-pocket costs and expenses suffered or incurred in connection with any efforts to indemnificationmitigate indemnifiable Losses will be Losses subject to indemnification hereunder, payment whether or not such efforts are successful. (f) In no event shall any Indemnified Party be entitled to recover or make a claim for (i) any amounts in respect of, and in no event shall Losses be deemed to include indirect or consequential damages, including lost profits, loss of any losses business opportunity, reputational damage, or other remedy based on claims by a Party’s shareholders against such representations and warranties (as modified by Party, even if the applicable sections Indemnifying Party has been advised of the Disclosure Schedule)possibility thereof or (ii) any loss, covenantsliability, and obligations will not be affected by any investigation conducted with respect to, damage or any knowledge acquired (or capable of being acquired) at any time, whether before or after the execution and delivery of this Agreement, with respect expense to the accuracy extent (A) included in the calculation of Funded Debt and that resulted in an adjustment to the Consideration or inaccuracy of (B) such loss, liability, damage or compliance with, any such representation or warranty (as modified by expense has been presented to the applicable sections of Independent Auditor in accordance with Section 1.04 and the Disclosure Schedule), covenant, or obligation. Orgenesis Parent hereby acknowledges that, regardless of any investigation made (or not made) by or on behalf of Investor, and regardless of Independent Auditor has determined that no adjustment to the results of any such investigation, Investor has entered into this transaction Consideration is required in express reliance upon such representations and warranties (as modified by the applicable sections of the Disclosure Schedule) covenants and obligationsrespect thereof.

Other Indemnification Matters. All (a) Any claim for indemnification payments under this Article 6 will VIII must be deemed adjustments asserted by providing written notice to Seller or Buyer, as applicable, specifying the factual basis of the claim in reasonable detail to the Cash Payment. extent then known by the Person asserting the claim. (b) For purposes of determining the amount of Adverse Consequences resulting from any misrepresentation or breach of a representation or warranty (but for the avoidance of doubt, not for purposes of determining whether there has been any misrepresentation or breach of a representation or warranty), all qualifications or exceptions in any representation or warranty relating to or referring to the terms “material”, “materiality”, “in all material respects”, “Material Adverse Effect” or any similar term or phrase shall be disregarded, it being the understanding of the Parties that for such purposesthis Article VIII, the representations and warranties of the Parties contained in this Agreement Article III, Article IV and Article V shall not be read as if such terms and phrases were not included in them. Orgenesis Parent agrees that Orgenesis Parent and its Affiliates have no claims deemed qualified by any references to material, materiality or rights to contribution or indemnity from the Company or any of its Subsidiaries Material Adverse Effect except with respect to any amounts paid by Orgenesis Parent pursuant (i) the representations and warranties set forth in Sections 4.7(l) (Absence of Material Adverse Effect), the first sentence of 4.14(d) (Intellectual Property), 4.16(c) (Permits) and 4.21(a) (Employee Benefits), and (ii) reference to this Article 6. the defined term “Material Contract.” (c) The right to indemnification, payment of any losses or other remedy based on such representations and warranties (as modified by the applicable sections of the Disclosure Schedule), covenants, and obligations indemnification will not be affected by any investigation conducted with respect to, or any knowledge acquired (or capable of being acquired) at any time, whether before or after the execution and delivery of this AgreementClosing Date, with respect to any representation, warranty, covenant or agreement in this Agreement or by reason of the Indemnified Party’s waiver of any condition set forth in Article VII, as the case may be. (d) Each Buyer Indemnitee shall take, and cause its Affiliates to take, reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto; provided, however that the Buyer Indemnitees shall not be required to pursue any claims against any third parties relating to such Loss or to otherwise seek recovery therefrom, but in such case, Seller will be subrogated to any such claims of the Buyer Indemnitees. (e) The waiver of any condition based on the accuracy of any representation or inaccuracy warranty, or on the performance of or compliance withwith any covenant or agreement, will not affect the right to indemnification, payment of damages, or other remedy based on any such representation, warranty, covenant or agreement. (f) The calculation of any Losses will reflect the amount of any net proceeds actually received by the Buyer Indemnitees from any third party (including any insurer) in respect of such Losses (giving effect to any insurance deductibles or self-insured or co-insurance payments made, retroactive or prospective premium adjustments, chargebacks related to insurance, any such representation loss or warranty (reduction in insurance coverage as modified a result of a claim, and other related payments, costs or expenses), less all out-of-pocket costs and expenses incurred by the Buyer Indemnitees in pursuing or recovering such proceeds (it being agreed that if third-party insurance or indemnification proceeds in respect of such facts are recovered by any Buyer Indemnitee subsequent to the Indemnifying Party’s making of an indemnification payment in satisfaction of it applicable sections indemnification obligation, such proceeds, less the amount of out-of-pocket costs incurred to obtain such proceeds, shall be promptly remitted to the Indemnifying Party to the extent of the Disclosure Scheduleindemnification payment made), covenant, or obligation. Orgenesis Parent hereby acknowledges that, regardless of any investigation made (or not made) by or on behalf of InvestorThe Buyer Indemnitees shall use, and regardless of cause their respective Affiliates to use, commercially reasonable efforts to seek full recovery under all insurance and indemnity provisions covering such Loss to the results of any same extent as it would if such investigation, Investor has entered into Loss were not subject to indemnification under this transaction in express reliance upon such representations and warranties (as modified by the applicable sections of the Disclosure Schedule) covenants and obligationsAgreement.

Other Indemnification Matters. All indemnification payments under this Article 6 will be deemed adjustments to the Cash Payment. For purposes of determining the amount of Adverse Consequences resulting from any misrepresentation or breach of a representation or warranty (but for the avoidance of doubt, not for purposes of determining whether there has been any misrepresentation or breach of a representation or warranty), all qualifications or exceptions in any representation or warranty relating to or referring to the terms “material”, “materiality”, “in all material respects”, “Material Adverse Effect” or any similar term or phrase shall be disregarded, it being the understanding of the Parties that for such purposes, the representations and warranties of the Parties contained in this Agreement shall be read as if such terms and phrases were not included in them. Orgenesis Parent agrees that Orgenesis Parent and its Affiliates have no claims or rights to contribution or indemnity from the Company or any of its Subsidiaries with respect to any amounts paid by Orgenesis Parent pursuant to this Article ‎Article 6. The right to indemnification, payment of any losses or other remedy based on such representations and warranties (as modified by the applicable sections of the Disclosure Schedule), covenants, and obligations will not be affected by any investigation conducted with respect to, or any knowledge acquired (or capable of being acquired) at any time, whether before or after the execution and delivery of this Agreement, with respect to the accuracy or inaccuracy of or compliance with, any such representation or warranty (as modified by the applicable sections of the Disclosure Schedule), covenant, or obligation. Orgenesis Parent hereby acknowledges that, regardless of any investigation made (or not made) by or on behalf of Investor, and regardless of the results of any such investigation, Investor has entered into this transaction in express reliance upon such representations and warranties (as modified by the applicable sections of the Disclosure Schedule) covenants and obligations.

Other Indemnification Matters. (a) Any claim for indemnification under this Article X must be asserted by providing written notice to the Sellers (or the Buyer, in the case of a claim by the Sellers) specifying the factual basis of the claim in reasonable detail to the extent then known by the Person asserting the claim. All indemnification payments under this Article 6 X will be deemed adjustments to the Cash PaymentPurchase Price. For purposes THE INDEMNIFICATION PROVISIONS IN THIS ARTICLE X WILL BE ENFORCEABLE REGARDLESS OF WHETHER ANY PERSON ALLEGES OR PROVES THE SOLE, CONCURRENT, CONTRIBUTORY OR COMPARATIVE NEGLIGENCE OF THE PERSON SEEKING INDEMNIFICATION OR ITS AFFILIATES, OR THE SOLE OR CONCURRENT STRICT LIABILITY IMPOSED ON THE PERSON SEEKING INDEMNIFICATION OR ITS AFFILIATES. (b) The waiver of determining any condition based on the amount accuracy of Adverse Consequences resulting from any misrepresentation or breach of a representation or warranty (but for the avoidance of doubt, not for purposes of determining whether there has been any misrepresentation or breach of a representation or warranty), all qualifications or exceptions in on the performance of or compliance with any representation covenant or warranty relating to or referring to agreement, will not affect the terms “material”, “materiality”, “in all material respects”, “Material Adverse Effect” or any similar term or phrase shall be disregarded, it being the understanding of the Parties that for such purposes, the representations and warranties of the Parties contained in this Agreement shall be read as if such terms and phrases were not included in them. Orgenesis Parent agrees that Orgenesis Parent and its Affiliates have no claims or rights to contribution or indemnity from the Company or any of its Subsidiaries with respect to any amounts paid by Orgenesis Parent pursuant to this Article 6. The right to indemnification, payment of any losses damages, or other remedy based on any such representations and warranties representation, warranty, covenant, or agreement. (as modified by c) For purposes of calculating the applicable sections amount of any Losses incurred in connection with any inaccuracy in or breach of any representation or warranty in this Agreement (but not for determining the Disclosure Scheduleexistence of any such inaccuracy or breach), covenantsany references to materiality, and obligations will not be affected by any investigation conducted with respect tomaterial, or any knowledge acquired (or capable of being acquired) at any time, whether before or after the execution and delivery of this Agreement, with respect to the accuracy or inaccuracy of or compliance with, any Material Adverse Effect contained in such representation or warranty shall be disregarded. (as modified d) Payments by an Indemnifying Party pursuant to Section 10.1 or 10.2 in respect of any Loss shall be limited to the amount of any liability or damage that remains after deducting therefrom any third-party insurance proceeds that have been recovered (net of any costs, fees or expenses, including reasonable attorney’s fees and expenses, incurred to procure such proceeds and the amount of any increased premiums, retentions or other costs related to or arising from any related claims or awards) by the applicable sections Indemnified Party in respect of any such claim. (e) Once a Loss is agreed to by the Indemnifying Party or finally adjudicated to be payable pursuant to this Article X, the Indemnifying Party shall satisfy its obligations within fifteen (15) Business Days of such final, non-appealable Governmental Order rendered by a court with competent jurisdiction by wire transfer of immediately available funds. (f) The representations, warranties and covenants of the Disclosure Schedule)Indemnifying Party, covenantand the Indemnified Party’s right to indemnification with respect thereto, shall not be affected or obligation. Orgenesis Parent hereby acknowledges that, regardless deemed waived by reason of any investigation made (or not made) by or on behalf of Investor, and regardless the Indemnified Party (including by any of the results of its Representatives). (g) The Indemnified Party shall use commercially reasonable efforts to mitigate any such investigation, Investor has entered into this transaction in express reliance upon such representations and warranties (as modified Losses sustained or incurred by the applicable sections of Indemnified Parties, as and to the Disclosure Schedule) covenants and obligationsextent required by Law.