Indemnification by New Operator Sample Clauses

Indemnification by New Operator. Subject to the limitation set forth in this Article IX, New Operator shall indemnify, exculpate and hold Existing Operator and its members, partners, directors, officers, employees, agents, successors and assigns (collectively, “Existing Operator Indemnified Parties”) harmless from and against any and all Losses that may be suffered or incurred by or asserted or awarded against Existing Operator or any Existing Operator Indemnified Party, in each case arising out of, or in connection with, or by reason of: (i) any material inaccuracy, breach or default by New Operator in any representations and warranties of New Operator hereunder; (ii) any failure by New Operator to perform any covenant, agreement or undertaking hereunder in any material respect; (iii) New Operator’s use of Existing Operator’s provider numbers and provider agreements; and (iv) the operation of the Facility by New Operator after the Closing Date or the ownership of the Transferred Assets on and after the Closing Date, whether or not such Losses were known on such date, including, or any activities of the Facility, New Operator, or their affiliates after the Closing Date.
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Indemnification by New Operator. Subject to the limitations and other provisions of this Agreement, New Operator shall indemnify, defend and hold Kindred, its Affiliates and their respective directors, officers, shareholders, agents and employees harmless at all times from and against and in respect of any and all Damages resulting from: (a) any misrepresentation or breach of any representation or warranty made by New Operator in this Agreement; (b) the breach of any agreement, covenant or obligation of New Operator under this Agreement; (c) any Obligations of New Operator or to the extent arising with respect to occurrences after the Effective Time any Obligations with respect to the Assets, the Facility or the Business after the Effective Time, except any such Obligations that are expressly assumed by Kindred hereunder; (d) the Assumed Obligations; (e) any claims or litigation relating to New Operator which may hereafter be brought against Kindred, based upon events occurring after the Closing Date and not directly caused by Kindred or relating to a matter for which Kindred provided indemnification; (f) to the extent arising with respect to occurrences after the Effective Time, any and all Obligations under New Operator’s Medicare provider agreement, New Operator’s Medicaid provider agreement, New Operator’s agreements with private third-party payors, New Operator’s compliance with any Health Care Law (including without limitation obligations arising from any failure by New Operator to timely file cost reports for cost reporting periods prior to the Effective Time), including, but not limited to, overpayments, recoupments, fines, penalties, late charges and assessments and Obligations under any of New Operator’s Employee Plans; and (g) any and all actions, suits, proceedings, claims, demands, assessments, judgment, costs (including reasonable attorneys fees), losses, liabilities and reasonable legal fees and other expenses incurred by Kindred incident to any of the foregoing.
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Indemnification by New Operator. New Operator shall hold harmless, indemnify and defend Buyer from and against any Losses resulting from any inaccuracy in or breach of any representation or warranty of New Operator or any breach or default by such indemnifying party under any of such indemnifying party’s covenants or agreements contained in this Agreement. The indemnity shall cover the costs and expenses of the indemnitee, including reasonable attorneys’ fees and costs (including expert fees), related to any actions, suits or judgments incident to any of the matters covered by such indemnity.
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Related to Indemnification by New Operator

  • Indemnification by Seller (a) Seller agrees to indemnify and hold harmless the Buyer Indemnified Parties from and against, and pay or reimburse the Buyer Indemnified Parties for, any and all Adverse Consequences which any Buyer Indemnified Party suffers, sustains or incurs directly or indirectly arising out of, relating to or otherwise as a result of: (1) any inaccuracy in or breach of any of the representations or warranties contained in Article 3; (1) any Indebtedness or Seller Transaction Expenses not taken into account in the payment under Section 1.3(c); (1) any Seller Taxes; (iv) any Proceeding that is disclosed on Schedule 3.12(a); (v) any claims by or on behalf of any current or former holder or alleged holder of any equity security of the Company (including any stockholder, option holder, warrant holder or holder of convertible promissory notes) relating to or arising out of the Restructuring, this Agreement, or the transactions contemplated hereby or thereby, or any Liability with respect to any equity interests in the Company (including with respect to any options, warrants or convertible promissory notes), or relating to any alleged breach of fiduciary duty by the directors of the Company (including any claim made against the Company pursuant to Section 8.9(a) hereof), (vi) other than the Business Liabilities, any Liability of the Company arising with respect to the operation of the Business prior to the Closing, (vii) the Restructuring, and (viii) the operations of Seller, Lijit, the Lijit Business or FMP Canada Inc (with the indemnifiable matters referred to in sub-clauses (ii)-(viii), together with any claim by any Buyer Indemnified Party with respect to any inaccuracy or breach of the Fundamental Representations, being referred to herein collectively as the “Special Claims”). (b) Seller agrees to indemnify and hold harmless the Buyer Indemnified Parties from and against, and pay or reimburse the Buyer Indemnified Parties for, any and all Adverse Consequences which any Buyer Indemnified Party suffers, sustains or incurs directly or indirectly arising out of, relating to or otherwise as a result of: (1) any inaccuracy in or breach of any of the representations or warranties of Seller contained in Article 2; or (1) a breach by Seller of any of its covenants or agreements contained in this Agreement.

  • Indemnification by Owner To the fullest extent permitted by law, Owner shall indemnify and hold harmless Engineer, Engineer’s officers, directors, partners, agents, employees, and Consultants from and against any and all claims, costs, losses, and damages (including but not limited to all fees and charges of engineers, architects, attorneys, and other professionals, and all court, arbitration, or other dispute resolution costs) arising out of or relating to the Project, provided that any such claim, cost, loss, or damage is attributable to bodily injury, sickness, disease, or death or to injury to or destruction of tangible property (other than the Work itself), including the loss of use resulting therefrom, but only to the extent caused by any negligent act or omission of Owner or Owner’s officers, directors, partners, agents, consultants, or employees, or others retained by or under contract to the Owner with respect to this Agreement or to the Project.

  • Indemnification by Manager The Manager agrees to indemnify and hold harmless the Company, each of its directors, each of its officers who signs the Registration Statement, and each person who controls the Company within the meaning of either the Act or the Exchange Act, to the same extent as the foregoing indemnity from the Company to the Manager, but only with reference to written information relating to the Manager furnished to the Company by the Manager specifically for inclusion in the documents referred to in the foregoing indemnity; provided, however, that in no case shall the Manager be responsible for any amount in excess of the Broker Fee applicable to the Shares and paid hereunder. This indemnity agreement will be in addition to any liability which the Manager may otherwise have.

  • Indemnification by Sellers (a) Each Seller shall jointly and severally indemnify Acquiror and its subsidiaries (the “Acquiror Indemnified Parties”) against and hold them harmless from any loss, liability, claim, damage or expense including legal fees and expenses (collectively, “Losses”) suffered or incurred by such Acquiror Indemnified Party arising from, relating to or otherwise in respect of: (i) any breach of any representation or warranty of Sellers contained in this Agreement or certificate delivered by or on behalf of Sellers pursuant thereto, in each case other than with respect to Section 2.07 (but only excluding Section 2.07 to the extent a breach of the applicable representation or warranty would give rise to an indemnification claim pursuant to Section 7.01(a)(iii) or Section 7.01(a)(iv)); (ii) any breach of any covenant of Sellers contained in this Agreement and any liability (whether known, unknown, accrued, unaccrued, contingent, matured or unmatured) of Kos Investments and Kos Holdings in existence at the Closing Date other than any item that would give rise to an indemnification claim pursuant to Section 7.01(a)(iii) or Section 7.01(a)(iv) and liability that is discharged in connection with the Closing; (iii) all liability for Taxes of Kos Investments and Kos Holdings allocable to the Preclosing Period as determined under Section 7.03(b); and (iv) all liability for the Preclosing Periods (as a result of Treasury Regulation § 1.1502-6(a), by contract or otherwise) for Taxes of any entity or person (other than Kos Investments and Kos Holdings) which is or has ever been affiliated with Kos Investments or Kos Holdings if such Tax arises as a result of such affiliation. (b) In no event shall Acquiror be indemnified to the extent of any liabilities taken into account in the calculation of the Closing Payment. The indemnification provided in this Article VII shall be the sole and exclusive remedy of Acquiror against Sellers for monetary relief under this Agreement or in respect of the transactions contemplated hereby. Each party hereto agrees that the previous sentence shall not limit or otherwise affect any non-monetary right or remedy which any party may have under this Agreement or otherwise limit or affect any party’s right to seek equitable relief, including the remedy of specific performance.

  • Indemnification by Contractor To the fullest extent permitted by law, the CONTRACTOR agrees to indemnify, defend and hold the COUNTY and its departments, elected and appointed officials, employees, agents and volunteers, harmless from and against any and all claims, damages, losses and expenses, including but not limited to court costs, attorney’s fees and alternative dispute resolution costs, for any personal injury, for any bodily injury, sickness, disease or death and for any damage to or destruction of any property (including the loss of use resulting therefrom) which 1) are caused in whole or in part by any action or omission, negligent or otherwise, of the CONTRACTOR, its employees, agents or volunteers or CONTRACTOR’s subcontractors and their employees, agents or volunteers; or 2) are directly or indirectly arising out of, resulting from, or in connection with performance of this Contract; or 3) are based upon the CONTRACTOR’S or its subcontractors’ use of, presence upon or proximity to the property of the COUNTY. This indemnification obligation of the CONTRACTOR shall not apply in the limited circumstance where the claim, damage, loss or expense is caused by the sole negligence of the COUNTY. This indemnification obligation of the CONTRACTOR shall not be limited in any way by the Washington State Industrial Insurance Action RCW Title 51, or by application of any other workmen’s compensation act, disability benefit act or other employee benefit act, and the CONTRACTOR hereby expressly waives any immunity afforded by such acts. The foregoing indemnification obligations of the CONTRACTOR are a material inducement to COUNTY to enter into the Contract, are reflected in the CONTRACTOR’s compensation, and have been mutually negotiated by the parties.