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

Indemnification Provisions for the Benefit of Buyer. Seller and Parent agree, jointly and severally, to indemnify and hold Buyer and its officers, directors, and affiliates harmless from and against any Adverse Consequences (as defined below) that any of such parties may suffer or incur resulting from, arising out of, relating to, or caused by (a) the breach of any of Seller's or Parent's representations, warranties, obligations or covenants contained herein, (b) the operation of Seller's Business or ownership of the Acquired Assets by Seller on or prior to the Closing Date, including, without limitation, any claims or lawsuits based on conduct of Seller or Parent occurring before the Closing, or (c) the Excluded Liabilities; provided, however, that Seller and Parent shall have no obligation to indemnify under SECTION 6.2(A) AND (B) hereof until the aggregate total of such Adverse Consequences incurred or suffered by all such indemnified parties, to the extent such Adverse Consequences are not covered by insurance proceeds actually paid by such indemnified party's insurance carrier on account of such Adverse Consequences, exceeds $40,000 (the "Materiality Threshold Amount") at which timx Xxxxxx xxd Parent shall be obligated to indemnify such indemnified parties for any Adverse Consequences in excess of the Material Threshold Amount; further provided, however, that Seller and Parent, collectively, shall not be obligated to indemnify such indemnified parties for any Adverse Consequences in excess of the amount of the Purchase Price in the aggregate. For purposes of this ARTICLE 6, the phrase "Adverse Consequences" means all charges, complaints, actions, suits, proceedings, hearings, investigations, claims, demands, judgments, orders, decrees, stipulations, injunctions, damages, dues, penalties, fines, costs, amounts paid in settlement, liabilities (whether known or unknown, whether absolute or contingent, whether liquidated or unliquidated, and whether due or to become due), obligations, taxes, liens, losses, expenses, and fees, including all attorneys' fees and court costs.

Indemnification Provisions for the Benefit of Buyer. Seller and Parent agree(a) The Shareholders, jointly and severally, agree to indemnify and hold Buyer Buyer, the Company and its their respective officers, directors, directors and affiliates harmless from and against any and all Adverse Consequences (as defined below) that any of such parties may suffer or incur resulting from, arising out of, relating to, or caused by (ai) the breach of any of Seller's or Parent's the Shareholders' representations, warranties, obligations or covenants contained herein, or (bii) the operation of Sellerthe Company's Business insurance agency business or ownership of the Acquired Assets Company Shares by Seller the Shareholders on or prior to the Closing Date, including, without limitation, any claims or lawsuits based on conduct of Seller the Company, its employees or Parent occurring before the Closing, or Shareholders (c) the Excluded Liabilities; provided, however, that Seller and Parent shall have no obligation to indemnify under SECTION 6.2(A) AND (B) hereof until the aggregate total of such Adverse Consequences incurred or suffered by all such indemnified parties, to the extent such Adverse Consequences are not fully covered by insurance proceeds and actually paid by such indemnified partypursuant to the Company's insurance carrier on account of such Adverse Consequences, exceeds $40,000 (applicable employee dishonesty bonds) occurring before the "Materiality Threshold Amount") at which timx Xxxxxx xxd Parent shall be obligated to indemnify such indemnified parties for any Adverse Consequences in excess of the Material Threshold Amount; further provided, however, that Seller and Parent, collectively, shall not be obligated to indemnify such indemnified parties for any Adverse Consequences in excess of the amount of the Purchase Price in the aggregateClosing. For purposes of this ARTICLE 6Article 8, the phrase "Adverse Consequences" means all charges, complaints, actions, suits, proceedings, hearings, investigations, claims, demands, judgments, orders, decrees, stipulations, injunctions, damages, dues, penalties, fines, costs, amounts paid in settlement, liabilities (whether known or unknown, whether absolute or contingent, whether liquidated or unliquidated, and whether due or to become due), obligations, taxes, liens, losses, expenses, and fees, including all attorneys' fees and court costs. For purposes of this Section 8.2, "Adverse Consequences" also specifically includes any Adverse Consequences attributable to any deductible(s) due and payable under the Company's E&O and EPL tail policies which the Shareholders agree to purchase pursuant to Section 6.9 hereof.

Indemnification Provisions for the Benefit of Buyer. Seller and Parent agreeSubject to Section 8.4, the Shareholders, jointly and severally, agree to indemnify and hold Buyer Buyer, the Companies and its their respective officers, directors, directors and affiliates harmless from and against (a) any amount of those accounts receivable of the Companies aged as of the Closing Date over fifty-nine (59) days (the "Aged Accounts Receivable") which remain uncollected as of the one-year anniversary of the Closing Date, net of any reasonable reserve for bad debts, and (b) any and all Adverse Consequences (as defined below) that any of such parties may suffer or incur resulting from, arising out of, relating to, or caused by (ai) the material breach of any of Seller's or Parent's the Shareholders' representations, warranties, obligations or covenants contained herein, or (bii) the operation of Sellerany Company's Business insurance agency business or ownership of the Acquired Assets Company Shares by Seller the Shareholders on or prior to the Closing Date, including, without limitation, any claims or lawsuits based on conduct of Seller the Shareholders, the Companies, or Parent their respective officers, directors or affiliates, occurring before the Closing, or (c) the Excluded Liabilities; provided, however, that Seller and Parent shall have no obligation to indemnify under SECTION 6.2(A) AND (B) hereof until the aggregate total of such Adverse Consequences incurred or suffered by all such indemnified parties, to the extent such Adverse Consequences are not covered by insurance proceeds actually paid by such indemnified party's insurance carrier on account of such Adverse Consequences, exceeds $40,000 (the "Materiality Threshold Amount") at which timx Xxxxxx xxd Parent shall be obligated to indemnify such indemnified parties for any Adverse Consequences in excess of the Material Threshold Amount; further provided, however, that Seller and Parent, collectively, shall not be obligated to indemnify such indemnified parties for any Adverse Consequences in excess of the amount of the Purchase Price in the aggregate. For purposes of this ARTICLE 6Article 8, the phrase "Adverse Consequences" means all charges, complaints, actions, suits, proceedings, hearings, investigations, claims, demands, judgments, orders, decrees, stipulations, injunctions, damages, dues, penalties, fines, costs, amounts paid in settlement, liabilities (whether known or unknown, whether absolute or contingent, whether liquidated or unliquidated, and whether due or to become due), obligations, taxes, liens, losses, expenses, and fees, including all attorneys' fees and court costs.

Indemnification Provisions for the Benefit of Buyer. Seller and Parent agree(a) The Shareholders, jointly and severallypro-rata to their holdings in the Company on the Closing Date, agree to indemnify and hold Buyer Buyer, the Company and its their respective officers, directors, directors and affiliates harmless from and against any and all Adverse Consequences (as defined below) that any of such parties may suffer or incur resulting from, arising out of, relating to, or caused by (ai) the material breach of any of Seller's or Parent's the Shareholders' representations, warranties, obligations or covenants contained herein, or (bii) the operation of Sellerthe Company's Business insurance agency business or ownership of the Acquired Assets Company Shares by Seller the Shareholders on or prior to the Closing Date, including, without limitation, (x) any claims or lawsuits based on conduct of Seller the Company, its employees or Parent occurring before the Closingaffiliates, or the Shareholders (c) the Excluded Liabilities; provided, however, that Seller and Parent shall have no obligation to indemnify under SECTION 6.2(A) AND (B) hereof until the aggregate total of such Adverse Consequences incurred or suffered by all such indemnified parties, to the extent such Adverse Consequences are not covered by insurance proceeds and actually paid by such indemnified partypursuant to the Company's insurance carrier on account of such Adverse Consequencesapplicable employee dishonesty bonds or policies) occurring before the Closing, exceeds $40,000 or (the "Materiality Threshold Amount"y) at which timx Xxxxxx xxd Parent shall be obligated to indemnify such indemnified parties for any Adverse Consequences in excess attributable to the Company's failure to record or otherwise reconcile any of the Material Threshold Amount; further provided, however, that Seller and Parent, collectively, shall not be obligated its accounts payable prior to indemnify such indemnified parties for any Adverse Consequences in excess of the amount of the Purchase Price in the aggregateClosing. For purposes of this ARTICLE 6Article 8, the phrase "Adverse Consequences" means all charges, complaints, actions, suits, proceedings, hearings, investigations, claims, demands, judgments, orders, decrees, stipulations, injunctions, damages, dues, penalties, fines, costs, amounts paid in settlement, liabilities (whether known or unknown, whether absolute or contingent, whether liquidated or unliquidated, and whether due or to become due), obligations, taxes, liens, losses, expenses, and fees, including all reasonable attorneys' fees and court costscosts actually incurred. For purposes of this Section 8.2, "Adverse Consequences" also specifically includes any Adverse Consequences attributable to any deductible(s) due and payable under the Company's (x) errors and omissions or employment practices liability tail policies which the Company agrees to purchase pursuant to Section 6.9 hereof or (y) the Company's employee dishonesty bond or policy.

Indemnification Provisions for the Benefit of Buyer. Seller and Parent agree(a) The Shareholder, jointly and severally, agrees to indemnify and hold Buyer Buyer, the Company and its their respective officers, directors, directors and affiliates harmless from and against any and all Adverse Consequences (as defined below) that any of such parties may suffer or incur resulting from, arising out of, relating to, or caused by (ai) the breach of any of Seller's or Parentthe Shareholder's representations, warranties, obligations or covenants contained herein, or (bii) the operation of Sellerthe Company's Business insurance agency business or ownership of the Acquired Assets Company Shares by Seller the Shareholder on or prior to the Closing Date, including, without limitation, any claims or lawsuits based on conduct of Seller the Company, its employees or Parent occurring before the Closing, or Shareholder (c) the Excluded Liabilities; provided, however, that Seller and Parent shall have no obligation to indemnify under SECTION 6.2(A) AND (B) hereof until the aggregate total of such Adverse Consequences incurred or suffered by all such indemnified parties, to the extent such Adverse Consequences are not fully covered by insurance proceeds and actually paid by such indemnified partypursuant to the Company's insurance carrier on account of such Adverse Consequences, exceeds $40,000 (applicable employee dishonesty bonds) occurring before the "Materiality Threshold Amount") at which timx Xxxxxx xxd Parent shall be obligated to indemnify such indemnified parties for any Adverse Consequences in excess of the Material Threshold Amount; further provided, however, that Seller and Parent, collectively, shall not be obligated to indemnify such indemnified parties for any Adverse Consequences in excess of the amount of the Purchase Price in the aggregateClosing. For purposes of this ARTICLE 6Article 8, the phrase "Adverse Consequences" means all charges, complaints, actions, suits, proceedings, hearings, investigations, claims, demands, judgments, orders, decrees, stipulations, injunctions, damages, dues, penalties, fines, costs, amounts paid in settlement, liabilities (whether known or unknown, whether absolute or contingent, whether liquidated or unliquidated, and whether due or to become due), obligations, taxes, liens, losses, expenses, and fees, including all attorneys' fees and court costs. For purposes of this Section 8.2, "Adverse Consequences" also specifically includes any Adverse Consequences attributable to any deductible(s) due and payable under the Company's E&O tail policy which the Shareholder agrees to purchase pursuant to Section 6.9 hereof .