Common use of Other Indemnification Provisions Clause in Contracts

Other Indemnification Provisions. The foregoing indemnification provisions are in addition to, and not in derogation of, any statutory, equitable, or common law remedy (including without limitation any such remedy arising under Environmental, Health, and Safety Requirements) any Party may have with respect to Target, or the transactions contemplated by this Agreement. The Transferor hereby agrees that he or it will not make any claim for indemnification against Target by reason of the fact that he or it was a director, officer, employee, or agent of any such entity or was serving at the request of any such entity as a partner, trustee, director, officer, employee, or agent of another entity (whether such claim is for judgments, damages, penalties, fines, costs, amounts paid in settlement, losses, expenses, or otherwise and whether such claim is pursuant to any statute, charter document, bylaw, agreement, or otherwise) with respect to any matter for which a Buyer Indemnified Party may be entitled to indemnification from the Transferor as provided in this Section 8.

Other Indemnification Provisions. The foregoing indemnification provisions are in addition to, and not in derogation of, any statutory, equitable, or common law remedy (including without limitation any such remedy arising under Environmental, Health, and Safety Requirements) any Party may have with respect to the Target, its Subsidiaries, or the transactions contemplated by this Agreement. The Transferor Each of the Sellers hereby agrees that he or it she will not make any claim for indemnification against any of the Target and its Subsidiaries by reason of the fact that he or it she was a director, officer, employee, or agent of any such entity or was serving at the request of any such entity as a partner, trustee, director, officer, employee, or agent of another entity (whether such claim is for judgments, damages, penalties, fines, costs, amounts paid in settlement, losses, expenses, or otherwise and whether such claim is pursuant to any statute, charter document, bylaw, agreement, or otherwise) with respect to any matter for which a action, suit, proceeding, complaint, claim, or demand brought by the Buyer Indemnified Party may be entitled to indemnification against such Seller arising from the Transferor as provided in Sellers’ alleged breach of this Section 8Agreement.

Other Indemnification Provisions. The foregoing indemnification provisions are in addition to, and not in derogation of, any statutory, equitable, or common law remedy (including without limitation any such remedy arising under Environmental, Health, and Safety Requirements) any Party may have with respect to Target, its Subsidiaries, or the transactions contemplated by this Agreement. The Transferor Each Seller hereby agrees that he he, she, or it will not make any claim for indemnification against any of Target and its Subsidiaries by reason of the fact that he he, she, or it was a director, officer, employee, or agent of any such entity or was serving at the request of any such entity as a partner, trustee, director, officer, employee, or agent of another entity (whether such claim is for judgments, damages, penalties, fines, costs, amounts paid in settlement, losses, expenses, or otherwise and whether such claim is pursuant to any statute, charter document, bylaw, agreement, or otherwise) with respect to any matter for which a action, suit, proceeding, complaint, claim, or demand brought by Buyer Indemnified Party may be entitled against such Seller (whether such action, suit, proceeding, complaint, claim, or demand is pursuant to indemnification from the Transferor as provided in this Section 8Agreement, applicable law, or otherwise).

Other Indemnification Provisions. The foregoing indemnification provisions are in addition to, and not in derogation of, any statutory, equitable, or common law remedy (including without limitation any such remedy arising under Environmental, Health, and Safety Requirements) any Party may have with respect to Target, the Target or the transactions contemplated by this Agreement. The Transferor Each of the Sellers hereby agrees that he or it will not make any claim for indemnification against the Target by reason of the fact that he or it was a director, officer, employee, or agent of any such entity or was serving at the request of any such entity as a partner, trustee, director, officer, employee, or agent of another entity (whether such claim is for judgments, damages, penalties, fines, costs, amounts paid in settlement, losses, expenses, or otherwise and whether such claim is pursuant to any statute, charter document, bylaw, agreement, or otherwise) with respect to any matter for which a action, suit, proceeding, complaint, claim, or demand brought by the Buyer Indemnified Party may be entitled against such Seller (whether such action, suit, proceeding, complaint, claim, or demand is pursuant to indemnification from the Transferor as provided in this Section 8Agreement, applicable law, or otherwise).

Other Indemnification Provisions. The foregoing indemnification provisions are in addition to, and not in derogation of, any statutory, equitable, or common law remedy (including without limitation any such remedy arising under Environmental, Health, and Safety Requirements) any Party may have with respect to Targetthe Company, or the transactions contemplated by this Agreement, subject, in each case, to any applicable insurance coverage. The Transferor Each Shareholder hereby agrees that he or it will not make any claim for indemnification against Target the Company by reason of the fact that he or it was a director, officer, employee, or agent of any such entity the Company or was serving at the request of any such entity the Company as a partner, trustee, director, officer, employee, or agent of another entity (whether such claim is for judgments, damages, penalties, fines, costs, amounts paid in settlement, losses, expenses, or otherwise and whether such claim is pursuant to any statute, charter document, bylaw, agreement, or otherwise) with respect to any matter for which a action, suit, proceeding, complaint, claim, or demand brought by the Buyer Indemnified Party may be entitled against such Shareholder (whether such action, suit, proceeding, complaint, claim, or demand is pursuant to indemnification from the Transferor as provided in this Section 8Agreement, applicable law, or otherwise).

Other Indemnification Provisions. The foregoing indemnification provisions are in addition to, and not in derogation of, any statutory, equitable, or common law remedy (including without limitation any such remedy arising under Environmental, Health, and Safety Requirements) any Party may have with respect to Target, or the transactions contemplated by this Agreement. The Transferor Each Seller hereby agrees that he or it will not make any claim for indemnification against Target by reason of the fact that he or it was a director, officer, employee, or agent of any such entity or was serving at the request of any such entity as a partner, trustee, director, officer, employee, or agent of another entity (whether such claim is for judgments, damages, penalties, fines, costs, amounts paid in settlement, losses, expenses, or otherwise and whether such claim is pursuant to any statute, charter document, bylaw, agreement, or otherwise) with respect to any matter for which a action, suit, proceeding, complaint, claim, or demand brought by Buyer Indemnified Party may be entitled against such Seller (whether such action, suit, proceeding, complaint, claim, or demand is pursuant to indemnification from the Transferor as provided in this Section 8Agreement, applicable law, or otherwise).

Other Indemnification Provisions. The foregoing indemnification provisions are in addition to, and not in derogation of, any statutory, equitable, or common law remedy (including without limitation any such remedy arising under Environmental, Health, and Safety Requirements) any Party may have with respect to Targetthe Company, the Subsidiary, or the transactions contemplated by this Agreement. The Transferor Each of the Sellers hereby agrees that he or it she will not make any claim for indemnification against Target the Company or the Subsidiary by reason of the fact that he or it she was a director, officer, employee, or agent of any such entity or was serving at the request of any such entity as a partner, trustee, director, officer, employee, or agent of another entity (whether such claim is for judgments, damages, penalties, fines, costs, amounts paid in settlement, losses, expenses, or otherwise and whether such claim is pursuant to any statute, charter document, bylaw, agreement, or otherwise) with respect to any matter for which a action, suit, proceeding, complaint, claim, or demand brought by the Buyer Indemnified Party may be entitled against such Seller (whether such action, suit, proceeding, complaint, claim, or demand is pursuant to indemnification from the Transferor as provided in this Section 8Agreement, applicable law, or otherwise).

Other Indemnification Provisions. The foregoing indemnification provisions are in addition to, and not in derogation of, any statutory, equitable, or common law remedy (including without limitation any such remedy arising under Environmental, Health, and Safety Requirements) any Party may have with respect to the Target, its Subsidiaries, or the transactions contemplated by this Agreement. The Transferor Each of the Sellers hereby agrees that he or it will not make any claim for indemnification against any of the Target and its Subsidiaries by reason of the fact that he or it was a director, officer, employee, or agent of any such entity or was serving at the request of any such entity as a partner, trustee, director, officer, employee, or agent of another entity (whether such claim is for judgments, damages, penalties, fines, costs, amounts paid in settlement, losses, expenses, or otherwise and whether such claim is pursuant to any statute, charter document, bylaw, agreement, or otherwise) with respect to any matter for which a action, suit, proceeding, complaint, claim, or demand brought by Buyer Indemnified Party may be entitled against such Seller (whether such action, suit, proceeding, complaint, claim, or demand is pursuant to indemnification from the Transferor as provided in this Section 8Agreement, applicable law, or otherwise).

Other Indemnification Provisions. The foregoing indemnification provisions are in addition to, and not in derogation of, any statutory, equitable, or common law remedy (including without limitation any such remedy arising under Environmental, Health, and Safety Requirements) any Party may have with respect to Targetthe Targets, or the transactions contemplated by this Agreement. The Transferor Seller hereby agrees that he or it will not make any claim for indemnification against Target either of the Targets by reason of the fact that he or it was a director, officer, employee, or agent of any such entity or was serving at the request of any such entity as a partner, trustee, director, officer, employee, or agent of another entity (whether such claim is for judgments, damages, penalties, fines, costs, amounts paid in settlement, losses, expenses, or otherwise and whether such claim is pursuant to any statute, charter document, bylaw, agreement, or otherwise) with respect to any matter for which a action, suit, proceeding, complaint, claim, or demand brought by the Buyer Indemnified Party may be entitled against such Seller (whether such action, suit, proceeding, complaint, claim, or demand is pursuant to indemnification from the Transferor as provided in this Section 8Agreement, applicable law, or otherwise).

Other Indemnification Provisions. The foregoing indemnification provisions are in addition to, and not in derogation of, any statutory, equitable, or common law remedy (including without limitation any such remedy arising under Environmental, Health, and Safety Requirements) any Party may have with respect to Target, the Company or the transactions contemplated by this Agreement. The Transferor Each of the Sellers hereby agrees that he or it will not make any claim for indemnification against Target the Company by reason of the fact that he or it was a director, officer, employee, or agent of any such entity or was serving at the request of any such entity as a partner, trustee, director, officer, employee, or agent of another entity (whether such claim is for judgments, damages, penalties, fines, costs, amounts paid in settlement, losses, expenses, or otherwise and whether such claim is pursuant to any statute, charter document, bylaw, agreement, or otherwise) with respect to any matter for which a action, suit, proceeding, complaint, claim, or demand brought by the Buyer Indemnified Party may be entitled against such Seller pursuant to indemnification from the Transferor as provided in this Section 8Agreement.

Other Indemnification Provisions. The foregoing indemnification provisions are in addition to, and not in derogation of, any statutory, equitable, or common law remedy (including without limitation any such remedy arising under Environmental, Health, and Safety Requirements) any Party may have with respect to the Target, its Subsidiaries, or the transactions contemplated by this Agreement. The Transferor Each of the Sellers hereby agrees that he or it she will not make any claim for indemnification against any of the Target and its Subsidiaries by reason of the fact that he or it she was a director, officer, employee, or agent of any such entity or was serving at the request of any such entity as a partner, trustee, director, officer, employee, or agent of another entity (whether such claim is for judgments, damages, penalties, fines, costs, amounts paid in settlement, losses, expenses, or otherwise and whether such claim is pursuant to any statute, charter document, bylaw, agreement, or otherwise) with respect to any matter for which a action, suit, proceeding, complaint, claim, or demand brought by the Buyer Indemnified Party may be entitled to indemnification against such Seller arising from the Transferor as provided in Sellers' alleged breach of this Section 8Agreement.

Other Indemnification Provisions. The foregoing indemnification provisions are in addition to, and not in derogation of, any statutory, equitable, or common law remedy (including without limitation any such remedy arising under Environmental, Health, and Safety Requirements) any Party may have with respect to the Target, its Subsidiaries, or the transactions contemplated by this Agreement. The Transferor Each of the Sellers hereby agrees that he or it will not make any claim for indemnification against any of the Target and its Subsidiaries by reason of the fact that he or it was a director, officer, employee, or agent of any such entity or was serving at the request of any such entity as a partner, trustee, director, officer, employee, or agent of another entity (whether such claim is for judgments, damages, penalties, fines, costs, amounts paid in settlement, losses, expenses, or otherwise and whether such claim is pursuant to any statute, charter document, bylaw, agreement, or otherwise) with respect to any matter for which a action, suit, proceeding, complaint, claim, or demand brought by the Buyer Indemnified Party may be entitled against such Seller (whether such action, suit, proceeding, complaint, claim, or demand is pursuant to indemnification from the Transferor as provided in this Section 8Agreement, applicable law, or otherwise).

Other Indemnification Provisions. The Subject to the provisions of -------------------------------- Section 8(d)(vii), the foregoing indemnification provisions are in addition to, and not in derogation of, any statutory, equitable, or common law remedy (including without limitation any such remedy arising under Environmental, Health, and Safety Requirements) any Party may have with respect to Targetfor breach of representation, warranty, or covenant. Each of the transactions contemplated by this Agreement. The Transferor Sellers hereby agrees that he he, she or it will not make any claim for indemnification against Target the Company by reason of the fact that he he, she or it was a director, officer, employee, or agent of any such entity or was serving at the request of any such entity as a partner, trustee, director, officer, employee, or agent of another entity (whether such claim is for judgments, damages, penalties, fines, costs, amounts paid in settlement, losses, expenses, or otherwise and whether such claim is pursuant to any statute, charter document, bylaw, agreement, or otherwise) with respect to any matter for which a action, suit, proceeding, complaint, claim, or demand brought by the Buyer Indemnified Party may be entitled against such Seller (whether such action, suit, proceeding, complaint, claim, or demand is pursuant to indemnification from the Transferor as provided in this Section 8Agreement, applicable law, or otherwise).

Other Indemnification Provisions. The foregoing indemnification provisions are in addition to, and not in derogation of, any statutory, equitable, or common law remedy (including without limitation any such remedy arising under Environmental, Health, and Safety Requirements) any Party may have with respect to Target, any other Party or the transactions contemplated by this Agreement. The Transferor Each of the Members hereby agrees that he or it will not make any claim for indemnification against Target any of MyFamilyMD and its Subsidiaries by reason of the fact that he he, she or it was a director, manager, officer, employee, employee or agent of any such entity or was serving at the request of any such entity as a partner, trustee, director, member, officer, employee, or agent of another entity (whether such claim is for judgments, damages, penalties, fines, costs, amounts paid in settlement, losses, expenses, or otherwise and whether such claim is pursuant to any statute, charter document, bylaw, agreement, or otherwise) with respect to any matter for which a Buyer Indemnified Party may be entitled action, suit, proceeding, complaint, claim, or demand brought by I-trax or the Holding Company against such Member (whether such action, suit, proceeding, complaint, claim, or demand is pursuant to indemnification from the Transferor as provided in this Section 8Agreement, applicable law, or otherwise).

Other Indemnification Provisions. The foregoing indemnification provisions are in addition to, and not in derogation of, any statutory, equitable, or common law remedy (including without limitation any such remedy arising under Environmental, Health, and Safety Requirements) any Party the Seller may have with respect to Target, the Buyer or the transactions contemplated by this Agreement. The Transferor Notwithstanding the foregoing, each of the Seller and the Shareholder hereby agrees that he or it will not make any claim for indemnification against Target by reason of the fact that he any Person who is or it was a director, officer, employee, or agent of any such entity of the Buyer, Promega and their Affiliates or was serving at the request of any such entity as a partner, trustee, director, officer, employee, or agent of another entity (each such Person, a "Protected Promega Person") (whether such claim is for judgments, damages, penalties, fines, costs, amounts paid in settlement, losses, expenses, or otherwise and whether such claim is pursuant to any statute, charter document, bylaw, agreement, or otherwise) with respect to any matter for which a action, suit, proceeding, complaint, claim, or demand brought by the Seller against the Buyer Indemnified Party may be entitled to indemnification from the Transferor as provided in this Section 8or Promega.

Other Indemnification Provisions. The foregoing indemnification provisions are in addition to, and not in derogation of, any statutory, equitable, or common law remedy (including without limitation any such remedy arising under Environmental, Health, and Safety Requirements) any Party may have with respect to Target, or the transactions contemplated by this Agreement. The Transferor Transferors hereby agrees agree that he or it will not make any claim for indemnification against Target by reason of the fact that he or it was a director, officer, employee, or agent of any such entity or was serving at the request of any such entity as a partner, trustee, director, officer, employee, or agent of another entity (whether such claim is for judgments, damages, penalties, fines, costs, amounts paid in settlement, losses, expenses, or otherwise and whether such claim is pursuant to any statute, charter document, bylaw, agreement, or otherwise) with respect to any matter for which a Buyer Indemnified Party may be entitled to indemnification from the Transferor Transferors as provided in this Section 8.

Other Indemnification Provisions. The foregoing indemnification provisions are in addition to, and not in derogation of, any statutory, equitable, or common law remedy (including without limitation any such remedy arising under Environmental, Health, and Safety Requirements) any Party may have with respect to the Target, its Subsidiaries, or the transactions contemplated by this Agreement. The Transferor Seller hereby agrees that he or it will not make any claim for indemnification against any of the Target and its Subsidiaries by reason of the fact that he or it was a director, officer, employee, or agent of any such entity or was serving at the request of any such entity as a partner, trustee, director, officer, employee, or agent of another entity (whether such claim is for judgments, damages, penalties, fines, costs, amounts paid in settlement, losses, expenses, or otherwise and whether such claim is pursuant to any statute, charter document, bylaw, agreement, or otherwise) with respect to any matter for which a action, suit, proceeding, complaint, claim, or demand brought by the Buyer Indemnified Party may be entitled against such Seller (whether such action, suit, proceeding, complaint, claim, or demand is pursuant to indemnification from the Transferor as provided in this Section 8Agreement, applicable law, or otherwise).

Other Indemnification Provisions. The foregoing indemnification provisions are in addition to, and not in derogation of, any statutory, equitable, or common law remedy (including without limitation any such remedy arising under Environmental, Health, and Safety Requirements) any Party may have with respect to the Target, its Subsidiaries, or the transactions contemplated by this Agreement. The Transferor Sellers hereby agrees that he or it will not make any claim for indemnification against any of the Target and its Subsidiaries by reason of the fact that he or it was a director, officer, employee, or agent of any such entity or was serving at the request of any such entity as a partner, trustee, director, officer, employee, or agent of another entity (whether such claim is for judgments, damages, penalties, fines, costs, amounts paid in settlement, losses, expenses, or otherwise and whether such claim is pursuant to any statute, charter document, bylaw, agreement, or otherwise) with respect to any matter for which a action, suit, proceeding, complaint, claim, or demand brought by the Buyer Indemnified Party may be entitled to indemnification against such Sellers arising from the Transferor as provided in Sellers’s alleged breach of this Section 8Agreement.

Other Indemnification Provisions. The foregoing indemnification provisions of this Section 8 are in addition tothe exclusive remedy of the Parties for breaches of representations, warranties and not in derogation of, any statutory, equitable, or common law remedy (including without limitation any such remedy arising under Environmental, Health, and Safety Requirements) any Party may have with respect to Target, or covenants of the transactions contemplated by this AgreementParties hereunder. The Transferor Each of the Sellers hereby agrees that he or it such Seller will not make any claim for indemnification or other recovery against Target any of the Company and its Subsidiaries by reason of the fact that he or it such Seller was a director, officer, shareholder, employee, agent or agent Affiliate of any such entity or was serving at the request of any such entity as a partner, trustee, director, officer, employee, or agent of another entity (whether such claim is for judgments, damages, penalties, fines, costs, amounts paid in settlement, losses, expenses, any type of Losses or otherwise and whether such claim is pursuant to any statute, charter documentOrganizational Document, bylawpolicy, agreement, or otherwise) with respect to any matter for which a action, suit, proceeding, complaint, claim, or demand brought by the Buyer Indemnified Party may be entitled against such Seller (whether any of the foregoing is pursuant to indemnification from this Agreement, applicable law or otherwise), and each of the Transferor as provided in this Section 8Sellers hereby waives any and all rights to any of the foregoing.