WBMD » Topics » Indemnity Agreement

These excerpts taken from the WBMD 10-K filed Apr 30, 2009.
Indemnity Agreement
 
We have entered into an Indemnity Agreement with HLTH, under which we and HLTH have agreed to indemnify each other with respect to some matters. We have agreed to indemnify HLTH against liabilities arising from or based on:
 
  •  the operations of our business;
 
  •  any material untrue statements or omissions in the prospectus included in the registration statement for WebMD’s initial public offering (the “IPO Prospectus”), other than material untrue statements or omissions contained in or pertaining to information relating solely to HLTH; and
 
  •  guarantees or undertakings made by HLTH to third parties in respect of our liabilities or obligations or those of our subsidiaries.
 
HLTH has agreed to indemnify us against liabilities arising from or based on:
 
  •  the operations of HLTH’s business;
 
  •  any material untrue statements or omissions in the IPO Prospectus, other than material untrue statements or omissions contained in or pertaining to information relating solely to us; and
 
  •  certain pre-existing legal proceedings.
 
The agreement contains provisions governing notice and indemnification procedures.
 
Indemnity
Agreement



 



We have entered into an Indemnity Agreement with HLTH, under
which we and HLTH have agreed to indemnify each other with
respect to some matters. We have agreed to indemnify HLTH
against liabilities arising from or based on:


 




































  • 

the operations of our business;
 
  • 

any material untrue statements or omissions in the prospectus
included in the registration statement for WebMD’s initial
public offering (the “IPO Prospectus”), other than
material untrue statements or omissions contained in or
pertaining to information relating solely to HLTH; and
 
  • 

guarantees or undertakings made by HLTH to third parties in
respect of our liabilities or obligations or those of our
subsidiaries.


 



HLTH has agreed to indemnify us against liabilities arising from
or based on:


 




































  • 

the operations of HLTH’s business;
 
  • 

any material untrue statements or omissions in the IPO
Prospectus, other than material untrue statements or omissions
contained in or pertaining to information relating solely to
us; and
 
  • 

certain pre-existing legal proceedings.


 



The agreement contains provisions governing notice and
indemnification procedures.


 




This excerpt taken from the WBMD DEF 14A filed Nov 5, 2008.
Indemnity Agreement
 
WebMD has entered into an Indemnity Agreement with HLTH, under which WebMD and HLTH have agreed to indemnify each other with respect to some matters. WebMD has agreed to indemnify HLTH against liabilities arising from or based on:
 
  •  the operations of WebMD’s business;
 
  •  any material untrue statements or omissions in the Prospectus included in the IPO Registration Statement, other than material untrue statements or omissions contained in or pertaining to information relating solely to HLTH; and
 
  •  guarantees or undertakings made by HLTH to third parties in respect of WebMD’s liabilities or obligations or those of WebMD’s subsidiaries.


46


Table of Contents

 
HLTH has agreed to indemnify WebMD against liabilities arising from or based on:
 
  •  the operations of HLTH’s business;
 
  •  any material untrue statements or omissions in the Prospectus included in the IPO Registration Statement, other than material untrue statements or omissions contained in or pertaining to information relating solely to WebMD; and
 
  •  certain pre-existing legal proceedings.
 
The agreement contains provisions governing notice and indemnification procedures.
 
These excerpts taken from the WBMD 10-K filed Apr 29, 2008.
Indemnity Agreement
 
We have entered into an Indemnity Agreement with HLTH, under which we and HLTH have agreed to indemnify each other with respect to some matters. We have agreed to indemnify HLTH against liabilities arising from or based on:
 
  •  the operations of our business;
 
  •  any material untrue statements or omissions in the Prospectus included in the IPO Registration Statement, other than material untrue statements or omissions contained in or pertaining to information relating solely to HLTH; and
 
  •  guarantees or undertakings made by HLTH to third parties in respect of our liabilities or obligations or those of our subsidiaries.
 
HLTH has agreed to indemnify us against liabilities arising from or based on:
 
  •  the operations of HLTH’s business;
 
  •  any material untrue statements or omissions in the Prospectus included in the IPO Registration Statement, other than material untrue statements or omissions contained in or pertaining to information relating solely to us; and
 
  •  certain pre-existing legal proceedings.
 
The agreement contains provisions governing notice and indemnification procedures.
 
Indemnity
Agreement



 



We have entered into an Indemnity Agreement with HLTH, under
which we and HLTH have agreed to indemnify each other with
respect to some matters. We have agreed to indemnify HLTH
against liabilities arising from or based on:


 




































  • 

the operations of our business;
 
  • 

any material untrue statements or omissions in the Prospectus
included in the IPO Registration Statement, other than material
untrue statements or omissions contained in or pertaining to
information relating solely to HLTH; and
 
  • 

guarantees or undertakings made by HLTH to third parties in
respect of our liabilities or obligations or those of our
subsidiaries.


 



HLTH has agreed to indemnify us against liabilities arising from
or based on:


 




































  • 

the operations of HLTH’s business;
 
  • 

any material untrue statements or omissions in the Prospectus
included in the IPO Registration Statement, other than material
untrue statements or omissions contained in or pertaining to
information relating solely to us; and
 
  • 

certain pre-existing legal proceedings.


 



The agreement contains provisions governing notice and
indemnification procedures.


 




This excerpt taken from the WBMD DEF 14A filed Aug 14, 2007.
Indemnity Agreement
 
We have entered into an Indemnity Agreement with HLTH, under which we and HLTH have agreed to indemnify each other with respect to some matters. We have agreed to indemnify HLTH against liabilities arising from or based on:
 
  •  the operations of our business;
 
  •  any material untrue statements or omissions in the Prospectus included in the IPO Registration Statement, other than material untrue statements or omissions contained in or pertaining to information relating solely to HLTH; and
 
  •  guarantees or undertakings made by HLTH to third parties in respect of our liabilities or obligations or those of our subsidiaries.
 
HLTH has agreed to indemnify us against liabilities arising from or based on:
 
  •  the operations of HLTH’s business;
 
  •  any material untrue statements or omissions in the Prospectus included in the IPO Registration Statement, other than material untrue statements or omissions contained in or pertaining to information relating solely to us; and
 
  •  certain pre-existing legal proceedings.
 
The agreement contains provisions governing notice and indemnification procedures.


41


Table of Contents

This excerpt taken from the WBMD 10-K filed Apr 30, 2007.
Indemnity Agreement
 
We have entered into an Indemnity Agreement with Emdeon, under which we and Emdeon have agreed to indemnify each other with respect to some matters. We have agreed to indemnify Emdeon against liabilities arising from or based on:
 
  •  the operations of our business;
 
  •  any material untrue statements or omissions in the Prospectus included in the IPO Registration Statement, other than material untrue statements or omissions contained in or pertaining to information relating solely to Emdeon; and
 
  •  guarantees or undertakings made by Emdeon to third parties in respect of our liabilities or obligations or those of our subsidiaries.
 
Emdeon has agreed to indemnify us against liabilities arising from or based on:
 
  •  the operations of Emdeon’s business;
 
  •  any material untrue statements or omissions in the Prospectus included in the IPO Registration Statement, other than material untrue statements or omissions contained in or pertaining to information relating solely to us; and
 
  •  certain pre-existing legal proceedings.
 
The agreement contains provisions governing notice and indemnification procedures.
 

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