Indemnification Provisions for Benefit of the Buyer. (i) In the event the Seller breaches any of its representations, warranties and covenants (it being understood that for purposes of any claim under this Section 8 for breach of any representation or warranty, any representation or warranty which is qualified by materiality, Material Adverse Effect or words of similar import shall be deemed not to include any such qualification) contained herein (other than the covenants in Section 2(d) above and the representations and warranties in Section 3(a) above) and, if there is an applicable survival period pursuant to Section 8(a) above, provided that the Buyer makes a written claim for indemnification against the Seller pursuant to Section 11(f) below within such survival period, then the Seller agrees to indemnify the Buyer from and against any Adverse Consequences to the extent in excess of Ten Thousand Dollars ($10,000.00) per event that are caused proximately by the breach and suffered by the Buyer through and after the date of the claim for indemnification; provided, that the Seller shall not have any obligation to indemnify the Buyer from and against any such Adverse Consequences caused by the breach of any representation or warranty of the Seller contained in Section 4 above (A) until the Buyer has suffered Adverse Consequences by reason of all such breaches in excess of a One Million Dollar ($1,000,000.00) aggregate deductible (after which point the Seller will be obligated only to indemnify the Buyer from and against further such Adverse Consequences) or thereafter (B) to the extent the Adverse Consequences the Buyer has suffered by reason of all such breaches exceeds a Six Million Dollars ($6,000,000.00) aggregate ceiling (after which point the Seller will have no obligation to indemnify the Buyer from and against further such Adverse Consequences). (ii) In the event the Seller breaches any of its representations and warranties in Section 3(a) above, and, if there is an applicable survival period pursuant to Section 8(a) above, provided that the Buyer makes a written claim for indemnification against the Seller pursuant to Section 11(f) below within such survival period, then the Seller agrees to indemnify the Buyer from and against the entirety of any Adverse Consequences caused proximately by the breach and suffered by the Buyer through and after the date of the claim for indemnification. (iii) Except for the rights of indemnification provided in this Section 8 and in Section 11(o), the Buyer hereby w...
Indemnification Provisions for Benefit of the Buyer. (i) In the event the Seller breaches (or in the event any third party alleges facts that, if true, would mean the Seller has breached) any of its representations, warranties, and covenants contained herein, and, if there is an applicable survival period pursuant to Section 8(a) above, provided that the Buyer makes a written claim for indemnification against the Seller within such survival period, then the Seller shall indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer 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 Buyer. (i) In the event any of the Sellers breaches any of his or her representations, warranties, and covenants contained herein (other than the covenants in Section 2(a) above and the representations and warranties in Section 3(a) above), and, if there is an applicable survival period pursuant to Section 8(a) above, provided that the Buyer makes a written claim for indemnification against any of the Sellers pursuant to Section 8(e) by delivering a Claim Notice within such survival period, then the Sellers shall jointly and severally indemnify the Buyer and Target from and against any Adverse Consequences the Buyer or Target suffers resulting from, arising out of, or caused by the breach; provided, however, that the Sellers shall have no obligation to so indemnify the Buyer and Target from and against any Adverse Consequences resulting from, arising out of, or caused by the breach of any representation or warranty of the Sellers or Target contained in Sections 4(d), (e), (f), and (g) and Sections 4(i) through 4(w) above, so long as such breach was not a willful breach or a breach arising out of a fraudulent warranty or representation by a Seller or Target (collectively, the “Limited Coverage Claims”), until Buyer or Target has suffered Adverse Consequences by reason of all such breaches in excess of a $25,000.00 aggregate threshold, and then only to the extent that Buyer’s or Target’s Adverse Consequences from Limited Coverage Claims exceed such threshold.
Indemnification Provisions for Benefit of the Buyer. (c) Indemnification Provisions for Benefit of the Seller
Indemnification Provisions for Benefit of the Buyer. (i) In the event any of the Sellers breaches any of their representations, warranties, and covenants contained herein (other than the covenants in (S)2(a) above and the representations and warranties in (S)3(a) above), and, if there is an applicable survival period pursuant to (S)8(a) above, provided that the Buyer makes a written claim for indemnification against Xxxxxxx pursuant to (S)10(h) below within such survival period, then Xxxxxxx agrees to indemnify the Buyer from and against any Adverse Consequences the Buyer shall suffer through and after the date of the claim for indemnification resulting from the breach; provided, however, that Xxxxxxx shall not have any obligation to indemnify the Buyer from and against any Adverse Consequences caused by the breach of any representation or warranty of Xxxxxxx contained in (S)4 above (A) until the Buyer has suffered Adverse Consequences by reason of all such breaches in excess of a $50,000 aggregate deductible (after which point Xxxxxxx will be obligated only to indemnify the Buyer from and against further Adverse Consequences) or thereafter (B) to the extent the Adverse Consequences the Buyer has suffered by reason of all such breaches exceeds an aggregate ceiling equal to the Purchase Price (after which point Xxxxxxx will have no obligation to indemnify the Buyer from and against further Adverse Consequences).
Indemnification Provisions for Benefit of the Buyer i. In the event the Seller breaches (or in the event any third party alleges facts that, if true, would mean the Seller has breached) any of his representations, warranties, and covenants contained herein (other than the covenants in Section 2(a) above and the representations and warranties in Section 3(a) above), and, if there is an applicable survival period pursuant to Section 8(a) above, provided that the Buyer makes a written claim for indemnification against the Seller pursuant to Section 10(g) below within such survival period, then the Seller agrees to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer 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 Buyer. In the event any the Seller breaches any of its representations, warranties, and covenants contained herein, and, if there is an applicable survival period pursuant to Section 10(a) above, provided that the Buyer makes a written claim for indemnification against the Seller pursuant to Section 12(g) below within such survival period, then the Seller agrees to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer shall suffer through and after the date of the claim for indemnification caused proximately by the breach.
Indemnification Provisions for Benefit of the Buyer. In the event the Seller breaches any of its representations, warranties, and covenants contained herein, provided that the Buyer makes a written claim for indemnification against the Seller pursuant to 'SS'.6(g) below within such survival period, then the Seller agrees to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer 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.
Indemnification Provisions for Benefit of the Buyer. (i) Subject to the limitations contained in this Section 8, after Closing the Seller Entities hereby jointly and severally agree, to the fullest extent permitted by law, to indemnify the Buyer and its officers and directors, shareholders and Affiliates against, and hold them harmless from, all actions, suits, proceedings, hearings, investigations, charges, complaints, claims, demands, injunctions, judgments, orders, decrees, rulings, damages, dues, penalties, fines, costs, amounts paid in settlement, liabilities, obligations, Taxes, liens, losses, lost value, expenses, and fees, including court costs and reasonable attorneys' fees and expenses and expenses of experts, other than punitive damages, lost profit, or consequential, special or incidental damages (a “Loss”), suffered or incurred by any such indemnified party, whether caused in whole or in part by the negligence of the Buyer or the Company, and caused by, resulting from, or based upon or arising out of the following circumstances and events: (A) any breach of any representation or warranty of the Seller Entities contained in this Agreement, (B) any breach of any covenant of the Seller Entities contained in this Agreement which by its terms requires performance after the Closing Date, (C) any construction projects or operations completed prior to or on the Closing Date, (D) any alleged failure, prior to or on the Closing Date, to provide a safe work environment for employees of the Company, (E) any claim that the Company is liable to injured employees over and above the scope of the Company's workers' compensation insurance for matters arising on or prior to the Closing Date, (F) any joint venture or partnership to which the Company was a joint venturer or partner prior to or on the Closing Date, (G) conduct arising or occurring prior to or on the Closing Date whereby the Company violated any Laws relating to employment practices (including, but not limited, laws relating to age discrimination and sexual harassment), (H) conduct arising or occurring prior to or on the Closing Date whereby the Company violated any Laws relating to environmental protection and/or pollution, (I) withdrawal of the Company from one or more Union Benefit Plans that are multiemployer pension plans after the Closing Date which withdrawal results in a final assessment of withdrawal liability by any such Plans, following good faith, diligent contesting of such withdrawal liability by Buyer through arbitration, subject, howev...
Indemnification Provisions for Benefit of the Buyer. (i) In the event any of the Sellers breaches (or in the event any third party alleges facts that, if true, would mean any of the Sellers has breached) any of their representations, warranties, and covenants contained in this Agreement and, if there is an applicable survival period pursuant to (S)6(a) above, provided that the Buyer makes a written claim for indemnification against any of the Sellers pursuant to (S)8(h) below within such survival period, then each of the Sellers agrees to indemnify the Buyer from and against the entirety of any Adverse Consequences the Buyer may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Buyer 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).
