Common use of Seller’s Indemnification Obligation Clause in Contracts

Seller’s Indemnification Obligation. Seller shall indemnify and defend Buyer, its subsidiaries and affiliates, and each of their respective directors, members, managers, officers, employees and agents (each, a “Buyer Indemnified Party”), and hold each Buyer Indemnified Party harmless, from and against any and all Losses, including, without limitation, court costs and reasonable attorney’s fees, arising out of or resulting from (a) any breach of any representation or warranty of Seller contained in or given in writing pursuant to this Agreement, or in any other agreement or instrument delivered in connection herewith, (b) any breach or nonfulfillment by Seller of any covenant or obligation contained in this Agreement or in any other agreement or instrument delivered in connection herewith, (c) any and all liabilities and obligations of every nature and description of Seller, or (d) Seller’s possession or use of the Assets, the Premises or the Store up to and including the Date of Inventory, Seller’s operations prior to or on the Date of Inventory, Seller’s third party provider numbers or licenses, Seller’s Existing Leases, or any other events, acts or omissions of Seller which occurred prior to or on the Date of Inventory, including, without limitation, claims or actions brought against Buyer under Seller’s Existing Leases based on events, acts or omissions of Seller which occurred prior to or on the Date of Inventory. The terms and provisions of this Section 10 shall survive the Closing.

Seller’s Indemnification Obligation. Seller and Equity Holder shall jointly and severally indemnify and defend Buyer, its subsidiaries and affiliates, and each of their respective directors, members, managers, officers, employees and agents (each, a “Buyer Indemnified Party”), and hold each Buyer Indemnified Party harmless, from and against any and all Losses, including, without limitation, court costs and reasonable attorney’s fees, arising out of or resulting from (ai) any breach of any representation or warranty of Seller or Equity Holder contained in or given in writing pursuant to this Agreement, or in any other agreement or instrument delivered in connection herewith, ; (bii) any breach or nonfulfillment by Seller or Equity Holder of any covenant or obligation contained in this Agreement or in any other agreement or instrument delivered in connection herewith, Agreement; (ciii) any and all liabilities and obligations of every nature and description of SellerSeller and Equity Holder, including, without limitation, recoupment of any amounts due or that may become due from Seller to Medicare, Medicaid, or any other health care reimbursement or payment intermediary, or other third party-payor resulting from or arising out of the conduct of business at the Stores to the extent such amounts are attributable to any period prior to the Closing, or any other form of Medicare or other health care reimbursement recapture, adjustment, or overpayment whatsoever, including fines and penalties, with respect to any period prior to the Closing; (div) Seller’s possession or use of the Assets, the Premises or the Store up to and including the Date Dates of Inventory, Seller’s operations prior to or on the Date Dates of Inventory, Seller’s third party provider numbers or licenses, Seller’s Existing Leases, or any other events, acts or omissions of Seller which occurred prior to or on the Date Dates of Inventory; or, including, without limitation, claims (v) any Losses arising out of or actions brought against Buyer under relating to the WARN Act or any similar state or local Law and Seller’s Existing Leases based on eventsfailure, acts or omissions of Seller which occurred prior alleged failure, to or on comply with the Date of Inventoryterms thereof. The terms and provisions of this Section 10 shall survive the Closing.