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

Indemnification Provisions for Benefit of the Sellers. In the event the Buyer breaches any of its representations, warranties, or covenants contained herein, and, provided that any of the Sellers makes a written claim for indemnification against the Buyer within the survival period as stated in Section 7(a) above, then the Buyer agrees to indemnify each of the Sellers from and against the entirety of any Adverse Consequences (except as limited immediately below in this Section 7(c)) such Seller may suffer through and after the date of the claim for indemnification (including any Adverse Consequences such 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). Buyer shall have no obligation to indemnify the Sellers following Closing from and against any Adverse Consequences under this Section 7(c) if such Seller had actual knowledge of the breach giving rise to the Adverse Consequence before Closing. Furthermore, Buyer shall have no obligation to indemnify Sellers against Adverse Consequences under Section 7(c) until Sellers have suffered Adverse Consequences by reason of all such breaches in excess of an aggregate deductible equal to $15,000 ?(at which point the Buyer will be obligated to indemnify the Sellers from and against all such Adverse Consequences relating back to the first dollar). Lastly, there is an aggregate ceiling on the obligation of Buyer to indemnify the Sellers from and against any and all Adverse Consequences under Section 7(c) equal to $500,000 ?(after which point the Buyer will have no obligation to indemnify the Sellers from and against further such Adverse Consequences).

Indemnification Provisions for Benefit of the Sellers. In Notwithstanding any investigation at any time made by or on behalf of the Sellers or any knowledge or information the Sellers may have or be deemed to have, in the event the Buyer 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, warranties or covenants contained hereinin this Agreement, and, any certificate delivered by the Purchaser pursuant to this Agreement or any Ancillary Agreement and provided that any of the Sellers makes make a written claim for indemnification against the Buyer within the survival period as stated in Section 7(a) abovePurchaser, then the Buyer agrees to Purchaser will indemnify each of the Sellers from and against the entirety of any Adverse Consequences Losses the Sellers or any of its Affiliates (except as limited immediately below in this Section 7(cexcluding The Company)) such , or any of their respective stockholders, directors, officers, employees or agents (collectively, the "Seller Indemnified Parties"), may suffer through and after the date of the claim for indemnification (including any Adverse Consequences such Seller may suffer after the end of any applicable survival period) or incur resulting from, arising out of, relating to, in the nature of, of or caused by such breach. Notwithstanding anything contained in this Agreement to the breach contrary, (or i) the alleged breach). Buyer Purchaser shall have no obligation to indemnify the Sellers following Closing from and against any Adverse Consequences under this Section 7(c) if such Seller had actual knowledge of the breach giving rise liability to the Adverse Consequence before Closing. FurthermoreSeller Indemnified Parties hereunder until the Losses against which indemnification is sought aggregate in excess of $10,000, Buyer and then the Purchaser shall have no obligation liability for such first Ten Thousand ($10,000) in Losses; and (ii) the entire, aggregate liability of the Purchaser to indemnify Sellers against Adverse Consequences under Section 7(c) until Sellers have suffered Adverse Consequences by reason of all such breaches Seller Indemnified Parties hereunder shall in excess of an aggregate deductible equal to no event exceed $15,000 ?(at which point the Buyer will be obligated to indemnify the Sellers from and against all such Adverse Consequences relating back to the first dollar). Lastly, there is an aggregate ceiling on the obligation of Buyer to indemnify the Sellers from and against any and all Adverse Consequences under Section 7(c) equal to $500,000 ?(after which point the Buyer will have no obligation to indemnify the Sellers from and against further such Adverse Consequences)700,000.

Indemnification Provisions for Benefit of the Sellers. In the ----------------------------------------------------- event the Buyer breaches any of its representations, warranties, or and covenants contained herein, and, if there is an applicable survival period pursuant to (S)7.01 above, provided that any of the Sellers makes make a written claim for indemnification within two months of becoming aware of such claim (containing, to the extent reasonably practicable at the time of notification, a detailed description of the facts on the basis of which the claim is based and a good faith estimate of the claim (provided, however, that no delay in providing such information shall relieve the Buyer from any obligation hereunder unless (and then solely to the extent) the Buyer thereby is prejudiced)) against the Buyer pursuant to (S)8.03 below within the such survival period as stated in Section 7(a) aboveperiod, then the Buyer agrees to shall indemnify each of the Sellers from and against the entirety of any Adverse Consequences (except as limited immediately below in this Section 7(c)) such Seller the Sellers may suffer through and after the date of the claim for indemnification (including any Adverse Consequences such Seller the Sellers 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 breach; provided, however, that -------- ------- (or i) the alleged breach). Sellers' aggregate right to indemnification with respect to breaches of any representations of Buyer, other than the Buyer's Surviving Representations, shall be limited to the amount of U.S. $2,500,000 in the aggregate, (ii) the Buyer shall not have no any obligation to indemnify the Sellers following Closing from and against any Adverse Consequences under this Section 7(cresulting from, arising out of, relating to, in the nature of, or caused by the breach of any representation or warranty (other than Buyer's Surviving Representations) if such Seller had actual knowledge of the breach giving rise to Buyer until the Adverse Consequence before Closing. Furthermore, Buyer shall have no obligation to indemnify Sellers against Adverse Consequences under Section 7(c) until Sellers have suffered Adverse Consequences (in the aggregate) by reason of all such breaches (or alleged breaches) in excess of an a U.S. $150,000 aggregate deductible equal to $15,000 ?threshold (at which point the Buyer will be obligated to indemnify the Sellers from and against all such excess Adverse Consequences relating back to Consequences), and (iii) the first dollar). Lastly, there is an aggregate ceiling on the obligation of Buyer Sellers shall not be obligated to indemnify the Sellers from and Buyer or the Company against the breach of any and particular representation or warranty unless the Adverse Consequences of such breach (when aggregated with the Adverse Consequences of all related breaches) exceeds U.S. $10,000 (it being agreed that Buyer will then be obligated to indemnify against all Adverse Consequences, not just the excess over U.S. $10,000 and, solely for purposes of determining the amount of Adverse Consequences under Section 7(c(and not for purposes of determining whether such a breach occurred) equal without giving effect to $500,000 ?(after which point the Buyer will have no obligation to indemnify the Sellers from and against further inclusion in any such Adverse Consequencesrepresentation or warranty of a materiality qualification).

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, or and covenants contained herein, and, if there is an applicable survival period pursuant to Section 8(a) above, provided that any of the Sellers makes a written claim for indemnification against the Buyer pursuant to Section 11(h) below within the such survival period as stated in Section 7(a) aboveperiod, then the Buyer agrees to indemnify each of the Sellers from and against the entirety of any Adverse Consequences (except as limited immediately below in this Section 7(c)) such the Seller may suffer through and after the date of the claim for indemnification (including any Adverse Consequences such 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 no any obligation to indemnify the Sellers following Closing from and against any Adverse Consequences under this Section 7(c) if such Seller had actual knowledge of resulting from, arising out of, relating to, in the nature of, or caused by the breach giving rise (or alleged breach) of any of its representations, warranties, and covenants contained herein, and, if there is an applicable survival period pursuant to Section 8(a) above until the Adverse Consequence before Closing. Furthermore, Buyer shall have no obligation to indemnify Sellers against Adverse Consequences under Section 7(c) until Sellers have Seller has suffered Adverse Consequences by reason of all such breaches (or alleged breaches) in excess of an a $295,940 aggregate deductible equal to $15,000 ?threshold (at which point the Buyer will be obligated to indemnify the Sellers from and against all such Adverse Consequences relating back to the first dollar). Lastly, there is an aggregate ceiling on the obligation of Buyer to indemnify the Sellers from and against any and all Adverse Consequences under Section 7(c) equal to $500,000 ?(after which point the Buyer will have no obligation to indemnify the Sellers from and against further such Adverse Consequences).

Indemnification Provisions for Benefit of the Sellers. In the event the Buyer breaches any of its representationsrepresentations and warranties in Section 3(b) or its covenants in Section 6 (other than Sections 6(d), warranties6(e), or covenants contained herein6(f) and 6(i)) and, andif there is an applicable survival period pursuant to Section 9(a) above, provided that any of the Sellers Seller makes a written claim for indemnification against the Buyer within the such survival period as stated in Section 7(a) aboveperiod, then the Buyer agrees to indemnify each of the Sellers that Seller from and against the entirety of any Adverse Consequences (except as limited immediately below in this Section 7(c)) such the Seller may suffer through and after the date of the claim for indemnification (including any Adverse Consequences such 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 Buyer shall not have no any obligation to indemnify the Sellers following Closing any Seller from and against any Adverse Consequences under this Section 7(c) if such Seller had actual knowledge resulting from, arising out of, relating to, in the nature of, or caused by the breach of any representation or warranty of the breach giving rise to Buyer above until the Adverse Consequence before Closing. Furthermore, Buyer shall have no obligation to indemnify Sellers against Adverse Consequences under Section 7(c) until Sellers have Seller has suffered Adverse Consequences by reason of all such breaches in excess of an aggregate deductible equal to a $15,000 ?(100,000.00 at which point the Buyer will be obligated to indemnify the Sellers Seller from and against all such Adverse Consequences relating back from the first dollar thereof. Notwithstanding the foregoing, the aggregate cumulative liability of the Buyer under this Section 9 shall be $1,147,000. This Section 9 shall not apply to any Claims under Sections 2(c), 6(d), 6(e), 6(f) and 6(i), as to which Sellers shall have all rights and remedies at equity or at law, subject to the first dollar)limitations contained in Section 6(d) with respect to the Additional Consideration due hereunder. LastlyIn addition, there is an aggregate ceiling on notwithstanding the obligation foregoing, Sellers shall only be entitled to pursue a Claim for any misrepresentation or breach of Buyer the warranty contained in Section 3(b)(x) to indemnify the Sellers from extent that such misrepresentation or breach of warranty causes a diminution in the value of the Buyer's Shares as of the Closing hereunder and against any and all Adverse Consequences under Section 7(c) equal such Claim shall be subject to $500,000 ?(after which point the Buyer will have no obligation to indemnify the Sellers from and against further such Adverse Consequences)other limitations set forth herein.

Indemnification Provisions for Benefit of the Sellers. In the event the Buyer breaches any of its representations, warranties, warranties or covenants contained herein, and, provided that any either of the Sellers or Parent makes a written claim for indemnification against the Buyer within the survival period as stated in Section 7(a) specified above, then the Buyer agrees to indemnify each of the Sellers and Parent from and against the entirety of any Adverse Consequences (except as limited immediately below in this Section 7(c)) such either Seller may or Parent shall suffer through and after the date of the claim for indemnification (including but excluding any Adverse Consequences such a Seller may or Parent 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 breach; provided, however, that the alleged breach). Buyer shall not have no any obligation to indemnify the Sellers following Closing or Parent from and against any Adverse Consequences under this Section 7(c) if such Seller had actual knowledge caused by the breach of any representation or warranty or covenant of the breach giving rise to the Adverse Consequence before Closing. Furthermore, Buyer shall have no obligation to indemnify Sellers against Adverse Consequences under contained in Section 7(c4 above: (A) until the Sellers or Parent have suffered Adverse Consequences by reason of all such breaches in excess of an a $100,000 aggregate deductible equal to $15,000 ?(at after which point the Buyer will be obligated only to indemnify the Sellers and/or Parent from and against all further such Adverse Consequences relating back up to the first dollar). Lastly, there is an ceiling next specified) or thereafter (B) to the extent the Adverse Consequences the Sellers and/or Parent have suffered by reason of all such breaches exceeds a $3,000,000 aggregate ceiling on the obligation of Buyer to indemnify the Sellers from and against any and all Adverse Consequences under Section 7(c) equal to $500,000 ?(after which point the Buyer will have no obligation to indemnify the Sellers or Parent from and against further such Adverse Consequences).