Indemnification for Benefit of Buyer Sample Clauses

Indemnification for Benefit of Buyer. Seller shall indemnify Buyer Parties and save and hold each of them harmless against and pay on behalf of or reimburse such Buyer Parties as and when incurred for any Losses which any such Buyer Party may suffer, sustain or become subject to, as a result of, in connection with, relating or incidental to or by virtue of (i) any breach of any representation or warranty of Seller under this Agreement or any of the Schedules attached hereto, or in any of the certificates or other instruments or documents furnished to Buyer by Seller pursuant to this Agreement, (ii) any nonfulfillment or breach of any covenant or agreement by Seller under this Agreement or any of the Schedules attached hereto, and (iii) any liability or obligation which is an Excluded Liability; provided that Seller shall not have any liability under clause (i) above (other than with respect to the representations and warranties contained in Section 4.11 and the first, second and last sentence of Section 4.2 and other than with respect to any willful breach of any representation or warranty made by Seller in this Agreement) unless the aggregate of all Losses relating thereto for which Seller would, but for this proviso, be liable exceeds on a cumulative basis an amount equal to $225,000, at which xxxx Xxxxxx shall be liable for the full amount of all such Losses from and including the first dollar of any Losses; and Seller’s aggregate liability under clause (i) above (other than with respect to the representations and warranties contained in Section 4.6 and the Critical Representations) shall in no event exceed $7,000,000 (with it being understood, however, that nothing in this Agreement (including this Section 6.2(a)) shall limit or restrict any of Buyer Parties’ rights to maintain or recover any amounts in connection with any action or claim based upon fraudulent misrepresentation or deceit or with respect to any willful breach of any representation or warranty made by Seller in this Agreement).
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Indemnification for Benefit of Buyer. Seller shall fully indemnify Buyer and Buyer’s officers, directors, heirs, employees, agents, representatives, successors and assigns, and each of its and their respective officers, directors, heirs, employees, agents, representatives, successors and assigns (collectively, “Buyer Indemnitees”), and save and hold each of the Buyer Indemnitees harmless against and pay on behalf of or reimburse such Buyer Indemnitees as and when incurred for any Losses (including, without limitation, Seller’s payment, when otherwise due by any Buyer Indemnitee, of any of Buyer Indemnitee’s attorney’s fees or legal costs) which any such Buyer Indemnitee may suffer, sustain, have alleged against, or become subject to, as a result of, in connection with, relating or incidental to by virtue of, arising out of, or from (i) any breach of any representation or warranty of Seller in or under this Agreement, in any Related Agreement or in any of the Schedules attached hereto or thereto, or in any of the certificates or other instruments or documents furnished to Buyer by Seller pursuant to this Agreement, (ii) any nonfulfillment or breach of any covenant, obligation, or agreement by Seller under or in this Agreement, any Related Agreement, or any of the Schedules attached hereto or thereto, (iii) any liability or obligation of Seller or any Loss related thereto arising from any Excluded Liability,, and (iv) any of the matters set forth on the Indemnification Schedule attached hereto (the items in (i) through (iv) are individually and collectively referred to herein as a “Buyer Indemnitee Claim”).
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Indemnification for Benefit of Buyer. Subject to the other terms and conditions of this ARTICLE VIII, from and after the Closing Seller shall indemnify Buyer against, and shall hold Buyer harmless from and against, any and all Losses incurred or sustained by, or imposed upon, Buyer based upon, arising out of, with respect to or by reason of:
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Indemnification for Benefit of Buyer. From and after the Effective Time, Seller, and each of the Seller Shareholders (severally, but not jointly, and subject to Section 8.7) (each a “Seller Indemnitor” and together, the “Seller Indemnitors”), shall indemnify, defend and hold harmless Buyer and its officers, directors, members and affiliates (the “Buyer Indemnitees”) from, against and with respect to any and all actions or causes of action, losses, damages, claims, obligations, liabilities, penalties, fines, costs and expenses (including, without limitation, reasonable attorneys’ and consultants’ fees and costs and expenses incurred in investigating, preparing, defending against or prosecuting any litigation, claim, proceeding, demand or request for action by any governmental or administrative entity), of any kind or character (a “Loss”) arising out of or in connection with any of the following:
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Indemnification for Benefit of Buyer. Seller shall indemnify Buyer and its affiliates, stockholders, partners, officers, directors, employees, agents, representatives, successors and assigns (collectively, the “Buyer Parties”) and save and hold each of them harmless against and pay on behalf of or reimburse such Buyer Parties as and when incurred for any loss, liability, demand, claim, action, cause of action, cost, damage, deficiency, Tax, penalty, fine or expense, whether or not arising out of third party claims (including interest, penalties, reasonable attorneys’ fees and expenses and all amounts paid in investigation, defense or settlement of any of the foregoing and enforcement of its rights hereunder) (collectively, “Losses”) which any such Buyer Party may suffer, sustain or become subject to, as a result of, in connection with, relating or incidental to or by virtue of: (i) any breach of any representation or warranty of Seller or the Company under this Agreement or any of the Schedules or Exhibits attached hereto, or in any of the certificates or other instruments or documents furnished to Buyer by Seller or the Company pursuant to this Agreement; or (ii) any nonfulfillment or breach of any covenant or agreement of Seller or the Company under this Agreement or any of the Schedules and Exhibits attached hereto; provided, however, that Seller’s aggregate liability under clause (i) above (other than with respect to the representations and warranties contained in Section 3.1 (Capitalization; Other Rights to Acquire Capital Stock), Section 3.4 (Authorization and Effect of Agreement), Section 3.18 (Taxes) and Article 4 (Additional Representations and Warranties of Seller) shall in no event exceed the Purchase Price (with it being understood, however, that nothing in this Agreement (including this Section 8.2(a)) shall limit or restrict any of the Buyer Parties’ right to maintain or recover any amounts in connection with any action or claim based upon fraudulent misrepresentation or deceit).
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Indemnification for Benefit of Buyer. EACH OF THE SELLING PARTIES SHALL JOINTLY AND SEVERALLY INDEMNIFY BUYER INDEMNIFIED PARTIES AND SAVE AND HOLD EACH OF THEM HARMLESS AGAINST AND PAY ON BEHALF OF OR REIMBURSE SUCH BUYER INDEMNIFIED PARTIES AS AND WHEN INCURRED FOR ANY LOSSES WHICH ANY SUCH BUYER INDEMNIFIED PARTY MAY SUFFER, SUSTAIN OR BECOME SUBJECT TO, AS A RESULT OF, IN CONNECTION WITH, RELATING OR INCIDENTAL TO OR BY VIRTUE OF:
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Indemnification for Benefit of Buyer. Seller shall indemnify Buyer and its affiliates, stockholders, officers, directors, employees, agents, representatives, successors and permitted assigns (collectively, the "BUYER PARTIES") and save and hold each of them harmless against and pay on behalf of or reimburse such Buyer Parties as and when incurred for any loss, liability, demand, claim, action, cause of action, cost, damage, deficiency, tax, penalty, fine or expense, whether or not arising out of third party claims (including interest, penalties, reasonable attorneys' fees and expenses and all amounts paid in investigation, defense or settlement of any of the foregoing) (collectively, "LOSSES") which any such Buyer Party suffers, sustains or becomes subject to, as a result of, in connection with, relating or incidental to or by virtue of: (i) any breach of any representation or warranty of Seller under this Agreement; (ii) any nonfulfillment or breach of any covenant or agreement by Seller under this Agreement; or (iii) any liability or obligation of Seller which is an Excluded Liability. All indemnification payments under this Section 5.2(a) shall be deemed adjustments to the Purchase Price set forth in Section 1.3 above.
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Indemnification for Benefit of Buyer. From and after the Closing Date and subject to the other terms and conditions of this ARTICLE VII, Seller shall save, and indemnify Buyer, including its directors, officers, members, employees, and agents, the Acquired Companies, each of their respective Subsidiaries, each of their respective Affiliates and their respective successors and assigns (the “Buyer Indemnified Parties”) against, and shall hold the Buyer Indemnified Parties harmless from and against, any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnified Parties based upon, arising out of, with respect to or by reason of:
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Indemnification for Benefit of Buyer. Seller and Parent, jointly and severally, shall indemnify Buyer and its Affiliates, officers, directors, employees, agents, representatives, successors and assigns (collectively, the “Buyer Parties”) and save and hold each of them harmless from and against any loss, liability, demand, claim, action, cause of action, cost, damage, deficiency, Tax, penalty, fine or expense, whether or not arising out of third party claims (including interest, penalties, reasonable attorneys’ fees and expenses and all reasonable amounts paid in investigation, defense or settlement of any of the foregoing and enforcement of its rights hereunder) (collectively, “Losses”) which any such Buyer Party may suffer, sustain or become subject to, as a result of, in connection with, relating or incidental to or by virtue of: (i) any breach of any representation or warranty of Seller under this Agreement or any of the schedules or exhibits attached hereto, or in any of the certificates or other instruments or documents furnished to Buyer by Seller pursuant to this Agreement; (ii) any nonfulfillment or breach of any covenant, agreement or other provision by Seller or Parent under this Agreement or any of the exhibits attached hereto; (iii) any liability or obligation which is an Excluded Liability; and (iv) any liability or obligation of Seller or Parent other than the Assumed Liabilities.
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Related to Indemnification for Benefit of Buyer

  • Indemnification Provisions for Benefit of Buyer In the event (i) either Seller, CFC or Conseco breaches any of its representations and warranties contained in Section 3(a), Section 4 and Section 7(b) above or Seller or CFC breaches any of the covenants contained in this Agreement to be performed by Seller or CFC prior to the Closing Date, and provided that Buyer makes a written claim for indemnification against Seller, CFC and/or Conseco pursuant to this Section 9(b), setting forth in reasonable detail the factual and contractual bases on which such party is entitled to indemnification under this Agreement, within the applicable survival period specified in Section 9(a) above (such written claims to be submitted on no more than a quarterly basis following the Closing Date and any failure to submit a claim in any one quarter shall not be deemed as a waiver of the right to submit such claim in a subsequent quarter) or (ii) any Third Party Claim or threatened Third Party Claim is made against Buyer that relates to the actions or inactions of Seller with respect to the Business prior to the Closing, then Seller, CFC and Conseco jointly and severally agree to indemnify Buyer from and against any Adverse Consequences Buyer shall suffer through and after the date of the claim for indemnification caused by such breach. Subject to the further limitations on Conseco's obligations set forth in the next sentence of this Section 9(b), the aggregate amount required to be paid by Seller, CFC and Conseco pursuant to this Section 9(b) (other than amounts payable with respect to claims made under Section 7) shall not exceed $110,000,000, and there shall be no limitation on amounts payable with respect to claims made under Section 7. Conseco shall have no indemnification obligations hereunder following the second anniversary of the Closing Date and its aggregate indemnification obligations hereunder shall be limited to $250,000,000.

  • Indemnification Provisions for Benefit of the Buyer (i) The Seller shall indemnify, defend and hold harmless the Buyer and its Affiliates from and against any and all Adverse Consequences the Buyer or any such Affiliate may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer or such Affiliate may suffer after the end of any applicable survival period) resulting from, arising out of, or caused by (a) any breach of a representation or warranty of the Seller contained in this Agreement or in any other Transaction Agreement (other than the representations in Sections 3(l) and 3(m) hereof for which the Seller shall not have any indemnification obligation), (b) any breach of a covenant of the Seller contained in this Agreement or in any other Transaction Agreement or (c) any Liability of the Seller with respect to the Division or of the Division Subsidiaries of which Seller had Knowledge and which was not disclosed to the Buyer prior to the Closing (regardless of whether the Liability is an Assumed Liability); provided, however, that (x) the Seller shall not have any obligation to indemnify the Buyer and/or its Affiliates from and against any Adverse Consequences resulting from, arising out of, relating to, or caused by the breach (or alleged breach) of type referred to in clauses (a), (b) and (c) above (other than breaches of Section 6(e)) until the Buyer and/or its Affiliates have suffered Adverse Consequences by reason of all such breaches (or alleged breaches) in excess of a $1 million aggregate deductible (after which point the Seller will be obligated only to indemnify the Buyer from and against further such Adverse Consequences), (y) in no event shall the total obligation of the Seller to indemnify the Buyer and its Affiliates from and against Adverse Consequences exceed $15 million in the aggregate with respect to Adverse Consequences resulting from, arising out of, relating to, or caused by breaches (or alleged breaches) of the type referred to in clauses (a), (b) and (c) above (other than breaches of Section 6(e)) which occur within 365 days after the closing date and (z) in no event shall the total obligation of the Seller to indemnify the Buyer and its Affiliates from and against Adverse Consequences during the period beginning 366 days after the closing Date and ending 548 days after the Closing Date, resulting from, arising out of, relating to, or caused by breaches (or alleged breaches) of the type referred to in clauses (a), (b) and (c) above (other than breaches of Section 6(e)) exceed the result of $12 million minus any amount actually paid pursuant to clause (y).

  • Indemnification Provisions for Benefit of the Sellers In the event the Buyer breaches (or in the event any third party alleges facts that, if true, would mean the Buyer has breached) any of its representations, warranties, and covenants contained herein, and, if there is an applicable survival period pursuant to Section 6.1 above, provided that any of the Sellers makes a written claim for indemnification against the Buyer pursuant to Section 8.8 below within such survival period, then the Buyer agrees to indemnify each of the Sellers from and against the entirety of any Adverse Consequences the Seller may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Seller may suffer after the end of any applicable survival period) resulting from, arising out of, relating to, in the nature of, or caused by the breach (or the alleged breach).

  • Indemnification Provisions for Benefit of the Seller In the event the Purchaser breaches (or in the event any third party alleges facts that, if true, would mean the Purchaser has breached) any of its representations, warranties, and covenants contained herein, during the Survival Period above, provided that the Seller makes a written claim for indemnification against the Purchaser within the Survival Period, then the Purchaser shall indemnify the Seller from and against the entirety of any Adverse Consequences the Seller may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Seller may suffer after the end of any applicable Survival Period) resulting from, arising out of, relating to, in the nature of, or caused by the breach (or the alleged breach).

  • Indemnification Provisions for Buyer’s Benefit (i) In the event Seller breaches any of its representations, warranties, and covenants contained herein, and provided that Buyer makes a written claim for indemnification against Seller within the survival period (if there is an applicable survival period pursuant to ss.8(a) above), then Seller shall indemnify Buyer from and against any and all Losses (but excluding any Losses suffered after the end of any applicable survival period) reasonably and proximately resulting from such breach; provided that Seller will be obligated only to indemnify Buyer from and against such Losses to the extent that (A) the total amount of all such Losses incurred by Buyer as of and through the relevant date equals or exceeds Twenty-Five Thousand Dollars ($25,000) in the aggregate (which indemnity shall commence from the first Dollar of Loss exceeding such threshold amount), and (B) the total amount of Losses for which Seller has previously indemnified Buyer would not, when added together with the indemnifiable Losses currently claimed by Buyer, exceed the total value to Seller of the Purchase Consideration recited in ss.2(b) above, which amount shall constitute Seller's maximum liability under any indemnity obligation hereunder or any other theory or claim of damages or recovery asserted or alleged by, through or on behalf of Buyer in connection with any matters subject or in any manner related to this Agreement; and

  • Indemnification Provisions for Seller’s Benefit In the event Buyer breaches (or in the event any third party alleges facts that, if true, would mean Buyer has breached) any of its representations, warranties, and covenants contained herein or in an Asset Purchase Agreement and, provided that any Seller makes a written claim for indemnification against Buyer within such survival period (if there is an applicable survival period pursuant to the applicable Transaction Agreement), then Buyer shall indemnify each Seller from and against the entirety of any Adverse Consequences suffered (including any Adverse Consequences suffered after the end of any applicable survival period) resulting from, arising out of, relating to, in the nature of, or caused by the breach (or the alleged breach).

  • Indemnification Etc 55 9.1 Survival of Representations, Etc.............................................................. 55 9.2

  • Indemnification of Buyer Without in any way limiting or diminishing the warranties, representations or agreements herein contained or the rights or remedies available to Buyer for a breach hereof, Seller hereby agrees to indemnify, defend and hold harmless Buyer and its respective designees, successors and assigns from and against all losses, judgments, liabilities, claims, damages or expenses (including reasonable attorneys’ fees) of every kind, nature and description in existence before, on or after Closing, whether known or unknown, absolute or continent, joint or several, arising out of or relating to:

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