Common use of Agreement by Seller to Indemnify Clause in Contracts

Agreement by Seller to Indemnify. Seller hereby agrees to indemnify and hold Buyer and each of its officers, directors, employees, Affiliates, successors and assigns (collectively, for the purpose of this Article VIII, “Buyer”) harmless from and against the aggregate of all expenses, losses, costs, deficiencies, liabilities and damages (including related counsel and paralegal fees and expenses) incurred or suffered by Buyer arising out of or resulting from (i) any breach of a representation, warranty or certification made by Seller in this Agreement or in any other written document or certificate delivered pursuant to this Agreement, (ii) any breach of the covenants or agreements made by Seller in this Agreement or in any other written document or certificate to this Agreement, (iii) any Excluded Liabilities (collectively, “Indemnifiable Damages”). Without limiting the generality of the foregoing, Indemnifiable Damages shall be measured on a pre-Tax basis, and with respect to the measurement of Indemnifiable Damages, (i) Buyer shall have the right to be put in the same pre-Tax consolidated financial position considering the pre-Tax effects of any Indemnifiable Damages and (ii) the indemnity payment with respect to any Indemnifiable Damages shall be calculated after taking into account all reductions in federal, state, local and foreign Taxes (including estimated Taxes) realized by the indemnified party as a result of the event giving rise to such Indemnifiable Damages. Buyer shall, and shall cause its Affiliates to, realize all such reductions in federal, state, local and foreign Taxes reasonably available, including through the filing of amended Tax Returns. Notwithstanding the foregoing, no claim for Indemnifiable Damages (except for claims for breaches of covenants, which may be asserted without regard to the Indemnification Threshold) shall be asserted by Buyer until the aggregate of all Indemnifiable Damages exceeds the sum of Five Thousand Dollars ($5,000) (the “Indemnification Threshold”), in which case Buyer shall be entitled to collect all Indemnifiable Damages from the first dollar thereof, without regard to the Indemnification Threshold. Further, Buyer shall have no right to collect Indemnifiable Damages in excess of the Purchase Price. Exhibit 6.2

Agreement by Seller to Indemnify. Seller hereby agrees to indemnify and hold Buyer and each of its officers, directors, employees, Affiliates, successors and assigns (collectively, for the purpose of this Article VIII, “Buyer”) harmless from and against the aggregate of all expenses, losses, costs, deficiencies, liabilities and damages (including related counsel and paralegal fees and expenses) incurred or suffered by Buyer arising out of or resulting from (i) any breach of a representation, warranty or certification made by Seller in this Agreement or in any other written document or certificate delivered pursuant to this Agreement, (ii) any breach of the covenants or agreements made by Seller in this Agreement or in any other written document or certificate to this Agreement, (iii) any Excluded Liabilities (collectively, “Indemnifiable Damages”). Without limiting the generality of the foregoing, Indemnifiable Damages shall be measured on a pre-Tax basis, and with respect to the measurement of Indemnifiable Damages, (i) Buyer shall have the right to be put in the same pre-Tax consolidated financial position considering the pre-Tax effects of any Indemnifiable Damages and (ii) the indemnity payment with respect to any Indemnifiable Damages shall be calculated after taking into account all reductions in federal, state, local and foreign Taxes (including estimated Taxes) realized by the indemnified party as a result of the event giving rise to such Indemnifiable Damages. Buyer shall, and shall cause its Affiliates to, realize all such reductions in federal, state, local and foreign Taxes reasonably available, including through the filing of amended Tax Returns. Notwithstanding the foregoing, no claim for Indemnifiable Damages (except for claims for breaches of covenants, which may be asserted without regard to the Indemnification Threshold) shall be asserted by Buyer until the aggregate of all Indemnifiable Damages exceeds the sum of Five Thousand Dollars ($5,000) (the “Indemnification Threshold”), in which case Buyer shall be entitled to collect all Indemnifiable Damages from the first dollar thereof, without regard to the Indemnification Threshold. Further, Buyer shall have no right to collect Indemnifiable Damages in excess of the Purchase Price. Exhibit 6.2.

Agreement by Seller to Indemnify. Seller hereby agrees to shall indemnify Buyer against and hold Buyer harmless from, any and each of its officersall losses, directorsliabilities, employeescosts, Affiliatesdamages, successors claims, taxes and assigns expenses, including attorney fees and paralegal fees (collectively, for the purpose "Damages"), which Buyer may sustain by reason of this Article VIII, “Buyer”) harmless from and against the aggregate of all expenses, losses, costs, deficiencies, liabilities and damages (including related counsel and paralegal fees and expenses) incurred or suffered by Buyer arising out of or resulting from (i) Seller's noncompliance with any breach of a representation, warranty applicable bulk sales or certification made by Seller in this Agreement or in any other written document or certificate delivered pursuant to this Agreementtransfer law, (ii) any breach of the covenants or agreements made by Seller Retained Liability (as defined in this Agreement or in any other written document or certificate to this AgreementSection 2.5), (iii) any Excluded Liabilities obligation of, or performance of services by, Seller under the Transition Agreement, including without limitation any liability arising from defects in the Post-Closing BiliCals (collectivelyas defined in the Transition Agreement), “Indemnifiable Damages”and any liability arising from defective repair of BiliCheck products by Seller during the Transition Period (as defined in the Transition Agreement). Without limiting , (iv) subject to the generality provisions of Section 12 of the foregoing, Indemnifiable Damages shall be measured on a pre-Tax basis, Purchasing and License Agreement with respect to infringement suits relating to products sold in the measurement United States and Canada prior to the Closing and to the * CONFIDENTIAL PORTIONS OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED provisions of Indemnifiable DamagesSection 11.4 below, any liability to or claim by a third party where any Intellectual Property is alleged to infringe the patents or other intellectual property rights of such third party, except for liabilities and claims which arise from the actions or inactions of Buyer (other than Buyer's sale, in a form unmodified by Buyer, of BiliChecks, BiliCals, BilEclipses or other products sold by Seller in the BiliCheck Business, or if such products are modified by Buyer, the modification is not the cause of the alleged infringement), (iv) Buyer shall have the right to be put in the same pre-Tax consolidated financial position considering the pre-Tax effects any liability under Section 6.3 of this Agreement, (vi) any Indemnifiable Damages and (ii) the indemnity payment liability under Section 2.9 of this Agreement with respect to fixed assets or (vii) the breach or inaccuracy of or failure to comply with, or the existence of any Indemnifiable Damages shall be calculated after taking into account all reductions facts resulting in federalthe inaccuracy of, state, local and foreign Taxes (including estimated Taxes) realized by the indemnified party as a result any of the event giving rise to such Indemnifiable Damages. Buyer shallwarranties, and shall cause its Affiliates torepresentations, realize all such reductions conditions, covenants or agreements of Seller contained in federalthis Agreement, statethe Transition Agreement, local and foreign Taxes reasonably availablethe Multiuse IP License or in any other agreement, including through the filing of amended Tax Returns. Notwithstanding the foregoing, no claim for Indemnifiable Damages (except for claims for breaches of covenants, which may be asserted without regard to the Indemnification Threshold) shall be asserted by Buyer until the aggregate of all Indemnifiable Damages exceeds the sum of Five Thousand Dollars ($5,000) (the “Indemnification Threshold”)certificate or document delivered pursuant hereto or thereto, in which case Buyer shall be entitled to collect all Indemnifiable Damages from the first dollar thereofconnection herewith or therewith, without regard to the Indemnification Threshold. Further, Buyer shall have no right to collect Indemnifiable Damages in excess or arising out of the Purchase Price. Exhibit 6.2consummation of the transactions contemplated hereby or thereby.

Agreement by Seller to Indemnify. Seller hereby agrees to indemnify and hold Buyer, Buyer Assignee and each of its their respective officers, directors, employees, Affiliates, successors attorneys and assigns Affiliates (collectively, for each a "Buyer Indemnified Party" and together the purpose of this Article VIII, “Buyer”"Buyer Indemnified Parties") harmless from and against the aggregate of all expenses, losses, costs, deficiencies, liabilities Liabilities and damages (including related reasonable counsel and paralegal fees and expensesexpenses related thereto) incurred or suffered by any of Buyer Indemnified Parties arising out of or resulting from (i) any breach Breach of a representation, representation or warranty or certification made by Seller in this Agreement or in any other written document or certificate delivered pursuant to this Agreement, (ii) any breach Breach of the covenants a covenant or agreements agreement made by Seller in this Agreement or in any other written document or certificate pursuant to this Agreement, (iii) any Excluded Liabilities inaccuracy in any Contract delivered by Seller pursuant to or in connection with this Agreement, (iv) Seller's ownership of the Purchased Assets prior to Closing, or (v) any claims of any third parties arising from or relating to any facts, circumstances or events occurring on or prior to the Closing Date with respect to the Purchased Assets or any of the foregoing, whether or not disclosed to Buyer herein or in any schedule hereto (collectively, “"Buyer Indemnifiable Damages”"). Without limiting the generality of the foregoing, Indemnifiable Damages shall be measured on a pre-Tax basis, and with respect to the measurement of Indemnifiable Damages, (i) Buyer shall have the right to be put in the same pre-Tax tax consolidated financial position considering as it would have been in had each of the pre-Tax effects representations and warranties of any Seller hereunder been true and correct and had the covenants and agreements of each of Seller hereunder been performed in full. Notwithstanding anything to the contrary set forth herein, the total Buyer Indemnifiable Damages for which Seller shall be collectively liable hereunder shall not exceed an amount equal to the Purchase Price (the "Buyer Indemnification Cap"). Notwithstanding anything to the contrary set forth herein, Buyer Indemnification Cap shall not apply to and (ii) there shall be no limitation or restriction whatsoever on the indemnity payment Liability of Seller under this Article 8 for Buyer Indemnifiable Damages with respect to or arising from any one or more of the following and no Buyer Indemnifiable Damages arising from any of the following shall be calculated after taking into account all reductions included in federaldetermining whether Buyer Indemnification Cap has been met: (a) a Breach of any one or more of the representations and warranties set forth in the first or last sentence of Section 4.1, stateor in Section 4.2, local and foreign Taxes Section 4.3; (b) any willful or intentional Breach of any representation, warranty, covenant or agreement made in or pursuant to this Agreement (including estimated Taxesin the Schedules and Exhibits attached hereto) realized or in any Assigned Contract delivered by Seller pursuant to this Agreement; and (c) any act of fraud or act in the indemnified party as a result nature of fraud in connection with the event giving rise to such Indemnifiable Damages. Buyer shallexecution, and shall cause its Affiliates to, realize all such reductions in federal, state, local and foreign Taxes reasonably availabledelivery or performance of this Agreement, including through any fraudulent representation or warranty made in or pursuant to this Agreement (including in the filing of amended Tax Returns. Notwithstanding the foregoing, no claim for Indemnifiable Damages (except for claims for breaches of covenants, which may be asserted without regard Schedules and Exhibits attached hereto) or in any Assigned Contract delivered by Seller pursuant to the Indemnification Threshold) shall be asserted by Buyer until the aggregate of all Indemnifiable Damages exceeds the sum of Five Thousand Dollars ($5,000) (the “Indemnification Threshold”), or in which case Buyer shall be entitled to collect all Indemnifiable Damages from the first dollar thereof, without regard to the Indemnification Threshold. Further, Buyer shall have no right to collect Indemnifiable Damages in excess of the Purchase Price. Exhibit 6.2connection with this Agreement.