Common use of Indemnification Provisions for Benefit of the Seller Clause in Contracts

Indemnification Provisions for Benefit of the Seller. (i) 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 in this Agreement, and, if there is an applicable survival period pursuant to ss.8(a) above, provided that the Seller makes a written claim for indemnification against the Buyer pursuant to ss.10(g) below within such survival period, then the Buyer agrees to 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); provided, however, that the Buyer shall not have any obligation to indemnify the Seller from and against any Adverse Consequences resulting from, arising out of, relating to, in the nature of, or caused by the breach (or alleged breach) of any representation or warranty of the Buyer until the Seller has suffered Adverse Consequences by reason of all such breaches (or alleged breaches) in excess of a $25,000 aggregate threshold (at which point the Buyer will be obligated to indemnify the Seller from and against all such Adverse Consequences relating back to the first dollar).

Indemnification Provisions for Benefit of the Seller. (ia) 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, warrantiesrepresentations and warranties contained herein, and covenants contained in this Agreement, and, if there is an applicable survival period pursuant to ss.8(a) above, provided that the Seller makes a written claim for indemnification against the Buyer pursuant to ss.10(gSection 7.8 hereof which, in the case of an alleged breach by Buyer of its representations and warranties as to which the Period of Restriction applies, is made within thirty (30) below within such survival perioddays following expiration of the Period of Restriction, then the Buyer agrees to 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 periodthe Period of Restriction) resulting from, arising out of, relating to, in the nature of, or caused by the breach (or the alleged breach); provided, however, that no such individual claim shall be for less than the Buyer Deductible and further provided that once individual claims for less than the Deductible exceed the Deductible Limit, Seller shall not have be entitled to seek indemnification for any obligation to indemnify the Seller from and against any Adverse Consequences resulting from, arising out of, relating to, in the nature of, or caused by the breach (or alleged breach) of any representation or warranty of the Buyer until the Seller has suffered Adverse Consequences by reason of all such breaches (or alleged breaches) amounts in excess of a $25,000 aggregate threshold (at which point such Deductible Limit, whether or not any individual claim thereafter exceeds the Buyer will be obligated to indemnify the Seller from and against all such Adverse Consequences relating back Deductible up to the first dollar)total amount of the Purchase Price.

Indemnification Provisions for Benefit of the Seller. (i) 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 in this Agreementherein, and, if there is an applicable survival period pursuant to ss.8(a) Section 8.01 above, provided that the Seller makes a written claim for indemnification against the Buyer pursuant to ss.10(g) Section 8.04 below within such survival period, then the Buyer agrees to protect, defend, hold harmless and 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 but excluding 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, from or caused by the breach (or the alleged breach), including all Adverse Consequences arising out of the enforcement of this Section 8.03; provided, however, that the Buyer shall not have any obligation obligations to indemnify compensate the Seller from and against in respect of any Adverse Consequences resulting from, arising out of, relating to, in the nature of, or caused by the breach (from any breaches or alleged breach) of any representation or warranty breaches of the Buyer representations and warranties contained in Section 3.02 of this Agreement (other than breaches or alleged breaches of the representation and warranty set forth in Section 3.02(d) hereof) until the Seller has have suffered aggregate Adverse Consequences Consequences, by reason of all such breaches (or alleged breaches) under this Agreement, in excess of a $25,000 aggregate threshold (100,000, at which point the Buyer will be obligated to indemnify the Seller from and against all such Adverse Consequences relating back to the first dollar); provided, however, that this limitation shall not apply with respect to Buyer's obligations set forth in Section 6.06 hereof.

Indemnification Provisions for Benefit of the Seller. (i) 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 his representations, warranties, and covenants contained in this Agreementherein, and, if there is an applicable survival period pursuant to ss.8(aSection 7(a) above, provided that the Seller makes a written claim for indemnification against the Buyer pursuant to ss.10(gSection 9(g) below within such survival period, then the Buyer agrees to indemnify the Seller from and against the entirety of any Adverse Consequences the Seller may shall suffer through and after the date of the claim for indemnification (including but excluding any Adverse Consequences the Seller may shall suffer after the end of any applicable survival period) resulting from, arising out of, relating to, in the nature of, or caused proximately by the breach (or the alleged breach); provided, however, that the Buyer shall not have any obligation to indemnify the Seller from and against any Adverse Consequences resulting from, arising out of, relating to, in the nature of, or caused by the breach (or alleged breach) of any representation or warranty or covenant of the Buyer contained in Section 3 above (A) until the Seller has suffered Adverse Consequences by reason of all such breaches (or alleged breaches) in excess of a $25,000 10,000 in the aggregate threshold (at which point the Buyer will be obligated to indemnify the Seller from and against all such Adverse Consequences relating back Consequences) or thereafter (B) to the first dollarextent the Adverse Consequences the Seller has suffered by reason of all such breaches exceeds a $1,000,000 aggregate ceiling (after which point the Buyer will have no obligation to indemnify the Seller from and against further such Adverse Consequences).

Indemnification Provisions for Benefit of the Seller. (i) 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, covenants or agreements contained herein, and covenants contained in this Agreement, and, if there is an applicable survival period pursuant to ss.8(a) above, provided that the Seller makes a written claim for indemnification against the Buyer pursuant to ss.10(g) section 11.7 below within such the applicable survival period, then the Buyer agrees to shall indemnify the Seller from and against the entirety of any Adverse Consequences suffered by the Seller may suffer through and after the date of the claim for indemnification (including that was cause proximately by 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 such breach); provided, however, that the Buyer shall not have any obligation to indemnify the Seller from and against any Adverse Consequences resulting from, arising out of, relating to, in the nature of, or caused by from the breach (or alleged breach) of any representation or warranty of the Buyer Buyer: (A) until the Seller has suffered Adverse Consequences by reason of all such breaches (or alleged breaches) of such representations and warranties in excess of a $25,000 US$250,000 aggregate threshold deductible (at after which point the Buyer will be obligated only to indemnify the S from and against further such Adverse Consequences) or thereafter or (B) to the extent the Adverse Consequences the Seller has suffered by reason of all such breaches of such representations and warranties does exceed an aggregate ceiling equal to the Purchase Price (after which point the Buyer will have no obligation to indemnify the Seller from and against all further such Adverse Consequences relating back to the first dollarConsequences).

Indemnification Provisions for Benefit of the Seller. (i) 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 in this Agreementherein, and, if there is an applicable survival period pursuant to ss.8(a) Section 8.01 above, provided that the Seller makes a written claim for indemnification against the Buyer pursuant to ss.10(g) Section 11.07 below within such survival period, then the Buyer agrees to protect, defend, hold harmless and 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), including all Adverse Consequences arising out of the enforcement of this Section 8.04; provided, however, that the Buyer shall not have any obligation obligations to indemnify compensate the Seller from and against in respect of any Adverse Consequences resulting from, arising out of, relating to, in the nature of, or caused by the breach (from any breaches or alleged breach) of any representation or warranty breaches of the Buyer representations and warranties contained in Section 3.02 of this Agreement until the Seller has suffered aggregate Adverse Consequences Consequences, by reason of all such breaches (or alleged breaches) under this Agreement and all applicable breaches under the Asset Purchase Agreement, in excess of a $25,000 aggregate threshold (1,200,000, at which point the Buyer will be obligated to indemnify the Seller from and against all such Adverse Consequences relating back in excess of that amount. In addition, the Buyer shall indemnify the Seller for any failure by XxXxx to comply with WARN or any analogous state law as a result of any actions taken by the first dollar)Buyer or XxXxx following the Closing.

Indemnification Provisions for Benefit of the Seller. (i) In From and after the Closing, in the event that: (x) the Buyer breaches (or in the event any third party alleges facts that, if true, would mean the Buyer has breached) any of its representationsrepresentations and warranties contained herein (other than the representations and warranties in Section 3(b)(i), warranties, (ii) and covenants contained in this Agreement, and, if there is an applicable survival period pursuant to ss.8(a(iv)); and (y) above, provided that the a Seller Party makes a written claim for indemnification against the Buyer pursuant to ss.10(gSection 6(g) below within such the applicable survival periodperiod as set forth in Section 6(b), then the Buyer agrees to shall indemnify the Seller Parties from and against the entirety of any Adverse Consequences to the Seller may suffer through and after extent in excess of $10,000 per breach to 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 extent they are caused proximately by the breach (or and suffered by the alleged breach)Seller Parties; provided, however, that the Buyer shall not have any obligation to indemnify the Seller Parties from and against any such Adverse Consequences resulting from, arising out of, relating to, in the nature of, or caused by the breach (or alleged breachA) of any representation or warranty of the Buyer until the Seller has Parties have suffered Adverse Consequences by reason of all such breaches (or alleged breaches) in excess of a $25,000 100,000 aggregate threshold deductible (at after which point the Buyer will be obligated only to indemnify the Seller Parties from and against further such Adverse Consequences) or thereafter (B) to the extent the Adverse Consequences the Seller Parties have suffered by reason of all such breaches exceeds a $1,125,000 aggregate ceiling (after which point the Buyer will have no obligation to indemnify the Seller Parties from and against further such Adverse Consequences relating back to the first dollarConsequences).

Indemnification Provisions for Benefit of the Seller. (i) In the event the Buyer Purchaser breaches (or in the event any third party alleges facts that, if true, would mean the Buyer Purchaser has breached) any of its representations, warranties, warranties and covenants contained in this Agreementherein, and, if there is an applicable survival period pursuant to ss.8(a) Section 9.1 above, provided that the Seller makes a written claim for indemnification against the Buyer pursuant to ss.10(g) below Purchaser within such survival period, then the Buyer Purchaser agrees to 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, of or caused by the breach (or the alleged breach); provided, however, that the Buyer Purchaser shall not have any obligation to indemnify the Seller from and against any Adverse Consequences resulting from, arising out of, relating to, in the nature of, of or caused by the breach (or alleged breach) of any representation or warranty of the Buyer Purchaser until the Seller has has, in the aggregate, suffered Adverse Consequences by reason of all such breaches (or alleged breaches) in excess of a $25,000 aggregate threshold (at which point the Buyer will be obligated to indemnify the Seller from 25,000, and against then for all such Adverse Consequences relating back up to and including the first dollar)$25,000, and provided further that Purchaser's maximum liability hereunder shall not exceed the Purchase Price.