Common use of Indemnification by New Operator Clause in Contracts

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.