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

Indemnification Provisions for Benefit of the Sellers. Subject to the terms, conditions and limitations provided herein, the Buyers shall, jointly and severally, indemnify and hold harmless the Sellers (and their respective directors, managers, officers, employees, shareholders, representatives, permitted successors and assigns and Affiliates) (each, a “Seller Indemnified Party”) from and against any and all Losses that any of such Seller Indemnified Parties shall incur, sustain or suffer and that relate to or arise, directly or indirectly, out of or in connection with (a) any inaccuracy in or breach by the Buyers of any representation or warranty made by the Buyers in this Agreement or any other Transaction Documents; (b) any breach of or default in the performance by the Buyers of any covenant, agreement or obligation to be performed by the Buyers pursuant to this Agreement or any other Transaction Document; and (c) the Assumed Liabilities; provided, however, that except with respect to any Losses incurred in connection with the breach of any of the Fundamental Representations and Warranties or the Assumed Liabilities, the Buyers shall not have any obligation to indemnify the Seller Indemnified Parties from and against any Losses incurred pursuant to the terms of this Agreement until the aggregate amount of indemnifiable Losses suffered by the Seller Indemnified Parties pursuant to the terms of this Agreement exceeds the Deductible (after which the Buyers will only be obligated to indemnify the Seller Indemnified Parties from and against indemnifiable Losses in excess of the Deductible); provided, further, except with respect to any Losses incurred in connection with any breach of the Fundamental Representations and Warranties or the Assumed Liabilities, in each case, following the Closing, (i) the Buyers’ aggregate Liability for Losses incurred pursuant to the terms of this Agreement shall not exceed the Tier 1 Cap (after which point the Buyers will have no obligation to indemnify the Seller Indemnified Parties from and against any Losses subject to the Tier 1 Cap); and (ii) without prejudice to the limitations set forth in the immediately preceding subsection (i), the Buyer’s aggregate Liability for Losses incurred pursuant to the terms of this Agreement shall not exceed the Tier 2 Cap (after which point the Buyer will have no obligation to indemnify the Seller Indemnified Parties from and against further such Losses).

Indemnification Provisions for Benefit of the Sellers. Subject to (a) In the termsevent (i) Buyer breaches any of its representations, conditions warranties, covenants or other agreements contained herein (each such breach, a “Buyer Breach”) or (ii) any California Claims arise, and limitations provided herein, the Buyers shall, jointly and severally, indemnify and hold harmless Buyer receives a written claim for indemnification from the Sellers (within the survival period set forth in Section 9.1 hereof, then Buyer agrees to indemnify the Sellers against any Adverse Consequences caused by the Buyer Breach that the Sellers and their respective directors, managers, officers, employeesagents, shareholders, representatives, permitted successors directors and assigns and Affiliates) representatives (each, a the “Seller Indemnified PartyPersons”) from and against any and all Losses that any shall suffer through the date of such Seller Indemnified Parties shall incur, sustain or suffer and that relate to or arise, directly or indirectly, out of or in connection with (a) any inaccuracy in or breach by the Buyers of any representation or warranty made by the Buyers in this Agreement or any other Transaction Documents; (b) any breach of or default in the performance by the Buyers of any covenant, agreement or obligation to be performed by the Buyers pursuant to this Agreement or any other Transaction Document; and (c) the Assumed Liabilitiesclaim for indemnification; provided, however, that except with respect to any Losses incurred in connection with the breach of any of the Fundamental Representations and Warranties or the Assumed Liabilities, the Buyers Buyer shall not have any obligation to indemnify the Seller Indemnified Parties Persons from and against any Losses incurred pursuant to the terms of this Agreement Adverse Consequences caused by a Buyer Breach (i) until the aggregate amount of indemnifiable Losses suffered by the Seller Indemnified Parties pursuant to the terms Persons together or individually have suffered aggregate Adverse Consequences by reason of this Agreement exceeds the Deductible (after which the Buyers will only be obligated to indemnify the Seller Indemnified Parties from and against indemnifiable Losses all such breaches in excess of the Deductible); provided, further, except with respect to any Losses incurred in connection with any breach of the Fundamental Representations Indemnification Basket (it being understood that such amount is a “true deductible”) and Warranties until after such amount is reached or the Assumed Liabilities, in each case, following the Closing, (iii) the Buyers’ aggregate Liability for Losses incurred pursuant to the terms extent the Adverse Consequences the Seller Indemnified Persons together or individually have suffered by reason of this Agreement shall not all such Buyer Breaches exceed the Tier 1 Indemnification Cap (after which point the Buyers will Buyer shall have no obligation to indemnify the Seller Indemnified Parties Persons from and against any Losses subject to the Tier 1 Capsuch further Adverse Consequences resulting from any Buyer Breach); and (ii) without prejudice to the limitations set forth in the immediately preceding subsection (i)provided, the Buyer’s aggregate Liability for Losses incurred pursuant to the terms further that all such obligations of this Agreement shall not exceed the Tier 2 Cap (after which point the Buyer will have no obligation to indemnify the Seller Indemnified Parties from Sellers shall be reduced by any insurance proceeds actually received by the Sellers in connection with such Adverse Consequences. If and against further to the extent that any such Losses)insurance proceeds are realized in a year following the year in which Buyer makes an indemnification payment to the Sellers, the Sellers’ Representatives shall pay such amounts to Buyer at such time. Notwithstanding anything herein to the contrary, neither the Indemnification Basket nor the Indemnification Cap shall apply to Adverse Consequences that arise as a result of California Claims.

Indemnification Provisions for Benefit of the Sellers. Subject (i) In the event (x) the Buyer breaches any of its representations, warranties or covenants set forth in this Agreement, (y) the particular representation, warranty or covenant breached survives the Closing and (z) the Sellers make a written claim for indemnification against the Buyer pursuant to Section 8(g)(i) below within the termsapplicable survival period for such representation, conditions and limitations provided hereinwarranty or covenant, the Buyers shall, jointly and severally, Buyer shall indemnify and hold harmless the Sellers (and their respective directors, managers, officers, employees, shareholders, representatives, permitted successors and assigns and Affiliates) (each, a “Seller Indemnified Party”) from and against the entirety of any Adverse Consequences in excess of a $250,000 threshold (at which point the Buyer will be obligated to indemnify the Sellers from and against all Losses that any such aggregate indemnifiable losses in excess of such Seller Indemnified Parties shall incur$150,000 the Sellers actually suffer (or are reasonably likely to suffer through and after the date of the claim for indemnification and after the end of the applicable survival period in respect thereto) resulting from, sustain arising out of, relating to, in the nature of, or suffer and that relate to or arise, directly or indirectly, out of or in connection with (a) any inaccuracy in or breach caused by the Buyers of any representation or warranty made by the Buyers in this Agreement or any other Transaction Documents; (b) any breach of or default in the performance by the Buyers of any covenant, agreement or obligation to be performed by the Buyers pursuant to this Agreement or any other Transaction Document; and (c) the Assumed Liabilitiesbreach; provided, however, that except with respect to any Losses incurred in connection with the breach of any of the Fundamental Representations and Warranties or the Assumed Liabilities, the Buyers Buyer shall not have any obligation to indemnify the Seller Indemnified Parties Sellers from and against any Losses incurred pursuant to Adverse Consequences resulting from, arising out of, relating to, in the terms nature of, or caused by the breach of any representation, warranty or covenant of Buyer in this Agreement until the aggregate amount of indemnifiable Losses suffered by the Seller Indemnified Parties pursuant to the terms of this Agreement exceeds the Deductible (after which the Buyers will only be obligated to indemnify the Seller Indemnified Parties from and against indemnifiable Losses in excess of the Deductible); provided, further, except with respect to any Losses incurred in connection with any breach of the Fundamental Representations and Warranties or the Assumed Liabilities, in each case, following the Closing, (i) the Buyers’ aggregate Liability for Losses incurred pursuant to the terms of this Agreement shall not exceed the Tier 1 Cap $2,500,000 (after which point the Buyers will Buyer shall have no obligation to indemnify the Seller Indemnified Parties Sellers from and against any Losses subject to the Tier 1 Capfurther such Adverse Consequences); and (ii) without prejudice provided, however, that with respect to any claim for indemnification by Sellers for the Buyer's breach of its covenants under Section 6(e), none of the limitations set forth in the immediately preceding subsection (i), the this Section 8(c)(i) shall apply and Buyer’s aggregate Liability for Losses incurred pursuant 's obligations to the terms of this Agreement shall not exceed the Tier 2 Cap (after which point the Buyer will have no obligation to so indemnify the Seller Indemnified Parties Sellers from and against further such Losses)any Adverse Consequences shall be unlimited.

Indemnification Provisions for Benefit of the Sellers. Subject to In the termsevent the Buyer breaches (or in the event any third party alleges facts that, conditions if true, would mean the Buyer has breached) any of its representations, warranties, and limitations provided covenants contained herein, the Buyers shalland, jointly and severallyif there is an applicable survival period pursuant to Section 7(a) above, indemnify and hold harmless provided that any of the Sellers (makes a written claim for indemnification against the Buyer pursuant to Section 10(h) below within such survival period, then the Buyer agrees to indemnify each of the Sellers and their respective directors, managers, officers, employees, shareholders, representatives, permitted successors heirs and assigns and Affiliates) (each, a “"Seller Indemnified Party”) from Indemnitee")from and against all Adverse Consequences the Seller Indemnitees may suffer through and after the date of the claim for indemnification (including any and all Losses that Adverse Consequences the Seller Indemnitees may suffer after the end of any of such Seller Indemnified Parties shall incurapplicable survival period) resulting from, sustain arising out of, relating to, in the nature of, or suffer and that relate to or arise, directly or indirectly, out of or in connection with (a) any inaccuracy in or breach caused by the Buyers of any representation breach (or warranty made by the Buyers in this Agreement or any other Transaction Documents; (b) any breach of or default in the performance by the Buyers of any covenant, agreement or obligation to be performed by the Buyers pursuant to this Agreement or any other Transaction Document; and (c) the Assumed Liabilitiesalleged breach); provided, however, that except with respect to any Losses incurred in connection with the breach of any of the Fundamental Representations and Warranties or the Assumed Liabilities, the Buyers Buyer shall not have any obligation to indemnify the Seller Indemnified Parties from and against any Losses incurred pursuant to the terms of this Agreement until the aggregate amount of indemnifiable Losses suffered by the Seller Indemnified Parties pursuant to the terms of this Agreement exceeds the Deductible (after which the Buyers will only be obligated to indemnify the Seller Indemnified Parties from and against indemnifiable Losses in excess of the Deductible); provided, further, except with respect to any Losses incurred in connection with any breach of the Fundamental Representations and Warranties or the Assumed Liabilities, in each case, following the Closing, (i) the Buyers’ aggregate Liability for Losses incurred pursuant to the terms of this Agreement shall not exceed the Tier 1 Cap (after which point the Buyers will have no obligation to indemnify the Seller Indemnified Parties Indemnitees from and against any Losses subject to the Tier 1 Cap); and (ii) without prejudice to the limitations set forth Adverse Consequences resulting from, arising out of, relating to, in the immediately preceding subsection nature of, or caused by the breach (i)or alleged breach) of any representation or warranty of the Buyer until the Seller Indemnitees have suffered Adverse Consequences by reason of all such breaches (or alleged breaches) in excess of $50,000, the Buyer’s aggregate Liability for Losses incurred pursuant to the terms of this Agreement shall not exceed the Tier 2 Cap (after at which point the Buyer will be obligated to indemnify the Seller Indemnitees for Adverse Consequences in excess of such amount, subject to the next succeeding proviso; and provided further, however, that Buyer shall have no obligation to indemnify the Seller Indemnified Parties Indemnitees from and against further such Losses)Adverse Consequences in excess of an amount equal to the product of 53,000 and $14.163 for all Adverse Consequences suffered by the Seller Indemnitees.

Indemnification Provisions for Benefit of the Sellers. Subject to the terms, conditions and limitations provided herein, the Buyers shall, jointly and severally, indemnify and hold harmless the Sellers (and their respective directors, managers, officers, employees, shareholders, representatives, permitted successors and assigns and Affiliates) (each, a “Seller Indemnified Party”) from and against any and all Losses that any of such Seller Indemnified Parties shall incur, sustain or suffer and that relate to or arise, directly or indirectly, out of or in connection with (a) any inaccuracy in or breach by the Buyers of any representation or warranty made by the Buyers in this Agreement or any other Transaction Documents; (b) any breach of or default in the performance by the Buyers of any covenant, agreement or obligation to be performed by the Buyers pursuant to this Agreement or any other Transaction Document; and (c) the Assumed Liabilities; provided, however, that except with respect to any Losses incurred in connection with the breach of any of the Fundamental Representations and Warranties or the Assumed Liabilities, the Buyers shall not have any obligation to indemnify the Seller Indemnified Parties from and against any Losses incurred pursuant to the terms of this Agreement until the aggregate amount of indemnifiable Losses suffered by the Seller Indemnified Parties pursuant to the terms of this Agreement exceeds the Deductible (after which the Buyers will only be obligated to indemnify the Seller Indemnified Parties from and against indemnifiable Losses in excess of the Deductible); provided, further, except with respect to any Losses incurred in connection with any breach of the Fundamental Representations and Warranties or the Assumed Liabilities, in each case, following the Closing, (i) the Buyers’ aggregate Liability for Losses incurred pursuant to the terms of this Agreement shall not exceed the Tier 1 Cap (after which point the Buyers will have no obligation to indemnify the Seller Indemnified Parties from and against any Losses subject to the Tier 1 Cap); and (ii) without prejudice to the limitations set forth in the immediately preceding subsection (i), the Buyer’s aggregate Liability for Losses incurred pursuant to the terms of this Agreement shall not exceed the Tier 2 Cap (after which point the Buyer will have no obligation to indemnify the Seller Indemnified Parties from and against further such Losses).. Section 8.4

Indemnification Provisions for Benefit of the Sellers. Subject (a) From and after the Closing, in the event Buyer breaches any of its representations or warranties contained herein or the Buyer’s covenants contained in Section 5.6 (each such breach, a “Buyer Breach”) and receives a written claim for indemnification from the Seller or the Foreign Sellers within the survival period set forth in Section 9.1 hereof, then Buyer agrees to the terms, conditions and limitations provided herein, the Buyers shall, jointly and severally, indemnify and hold harmless the Sellers (Seller or the Foreign Sellers, as applicable, their Affiliates, and their respective directors, managers, officers, employees, shareholders, representativespartners, permitted members, agents, Representatives and employees and their heirs, successors and assigns and Affiliates) permitted assigns, each in their capacity as such (each, a the “Seller Indemnified PartyParties”) from and against any and all Losses Adverse Consequences arising out of, relating to or caused by the Buyer Breach that any of such the Seller Indemnified Parties or the Foreign Sellers, as applicable, shall incursuffer, sustain or suffer and that relate to or arise, directly or indirectly, out of or in connection with (a) any inaccuracy in or breach by the Buyers of any representation or warranty made by the Buyers in this Agreement or any other Transaction Documents; (b) any breach of or default in the performance by the Buyers of any covenant, agreement or obligation to be performed by the Buyers pursuant to this Agreement or any other Transaction Document; and (c) the Assumed Liabilitiesincur; provided, however, that except with respect to any Losses incurred in connection with the breach of any of the Fundamental Representations and Warranties or the Assumed Liabilities, the Buyers Buyer shall not have any obligation to indemnify the a Seller Indemnified Parties Party from and against any Losses incurred pursuant Adverse Consequences arising out of, relating to the terms of this Agreement or caused by a Buyer Breach (i) until the aggregate amount of indemnifiable Losses suffered by the Seller Indemnified Parties pursuant to the terms Parties, together or individually, have suffered sustained or incurred aggregate Adverse Consequences by reason of this Agreement exceeds the Deductible (after which the Buyers will only be obligated to indemnify the Seller Indemnified Parties from and against indemnifiable Losses all such Buyer Breaches in excess of the Deductible); provided, further, except with respect to any Losses incurred in connection with any breach of the Fundamental Representations Indemnification Basket (it being understood that such amount is a “true deductible”) and Warranties until after such amount is reached or the Assumed Liabilities, in each case, following the Closing, (iii) the Buyers’ aggregate Liability for Losses incurred pursuant to the terms extent the Adverse Consequences the Seller Indemnified Parties, together or individually, have suffered by reason of this Agreement shall not all such Buyer Breaches exceed the Tier 1 Indemnification Cap (after which point the Buyers will Buyer shall have no obligation to indemnify the Seller Indemnified Parties from and against any Losses subject to the Tier 1 Capsuch further Adverse Consequences resulting from any Buyer Breach); and (ii) without prejudice to the limitations set forth in the immediately preceding subsection (i)provided, the Buyer’s aggregate Liability for Losses incurred pursuant to the terms further that all such obligations of this Agreement shall not exceed the Tier 2 Cap (after which point the Buyer will have no obligation to indemnify the Seller Indemnified Parties from shall be net of any Tax benefit actually realized by Seller, the Foreign Sellers or any of their Subsidiaries (net of any Tax detriments) in the taxable period of such Adverse Consequence, calculated on a with and against further without basis and shall be reduced by any insurance proceeds received by any of the Seller Indemnified Parties in connection with such Losses)Adverse Consequences.