Indemnification Provisions for Purchaser’s Benefit. (a) If the Closing occurs, and provided that Purchaser makes a written claim for indemnification against Sellers pursuant to Section 14.4 below within the survival period (if there is an applicable survival period pursuant to Section 12.1 above), which written claim must specify the factual basis of the claim, the amount of such claim (if known) and the method of computation of such claim, all with reasonable specificity, Sellers, jointly and severally, shall indemnify and hold Purchaser harmless
Indemnification Provisions for Purchaser’s Benefit. Subject to the limitations on indemnification set forth in this Section 8, the Responsible Party agrees to indemnify Purchaser and its officers, directors, employees, agents, partners, stockholders and Affiliates and, following the Closing, Seller, the Company and its Subsidiaries (collectively, the “Purchaser Indemnified Parties”) for, and hold each Purchaser Indemnified Party harmless from and against: (x) any Adverse Consequences (without any rights of contribution or indemnification from Seller, the Company or any Subsidiary whether arising under any charter documents, contracts between the Company and/or Subsidiaries and the Responsible Party or otherwise), in each case, arising out of or suffered or incurred in connection with any of the following, whether or not involving a third party claim:
Indemnification Provisions for Purchaser’s Benefit. In the event Seller breaches (or in the event any third party alleges facts that, if true, would mean Seller has breached) any of its representations, warranties, and covenants contained herein, and, provided that Purchaser makes a written claim for indemnification against Seller pursuant to Section 10(g) below within the survival period, then Seller shall be obligated to indemnify Purchaser from and against the entirety of any Adverse Consequences Purchaser may suffer (including any Adverse Consequences Purchaser 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, Seller shall not have any obligation to indemnify Purchaser 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 Seller until Purchaser has suffered Adverse Consequences by reason of all such breaches (or alleged breaches) in excess of a $25,000 aggregate threshold (at which point Seller will be obligated to indemnify Purchaser from and against all such Adverse Consequences relating back to the first dollar); provided, further, that that the aggregate of such indemnification obligation under this Section 9(b) shall not exceed the Consideration.
Indemnification Provisions for Purchaser’s Benefit. (i) In the event any Seller breaches any of his, her or its representations and warranties or covenants contained herein (other than the Several Seller Covenants and the representations and warranties in Section 2(a) above) and provided that a Purchaser Indemnified Person makes a written claim for indemnification against any Seller pursuant to Section 12(h) below within the survival period (if there is an applicable survival period pursuant to Section 7(a) above), then each Seller shall be jointly and severally obligated after the Closing Date to indemnify, defend and hold harmless such Purchaser Indemnified Person from and against the entirety of any Damages such Purchaser Indemnified Person may suffer through and after the date of the claim for indemnification resulting from or caused by any such breach; provided, however, that (A) Sellers shall not have any obligation to indemnify any Purchaser Indemnified Person from and against any Damages resulting from or caused by the breach of any representation or warranty of Sellers contained in Section 3 above (other than Sections 3(b), 3(d), 3(e), 3(g) and 3(l) above to which there shall be no deductible) until the Purchaser Indemnified Persons have suffered Damages by reason of all such breaches in excess of a $375,000 aggregate deductible (after which point Sellers will be obligated to indemnify Purchaser Indemnified Person only from and against further such Damages), (B) there will be an aggregate ceiling on the obligation of Sellers to indemnify Purchaser Indemnified Persons from and against Damages resulting from or caused by breaches of the representations and warranties of Sellers contained in Section 3 above, but excluding Sections 3(b), 3(d), 3(e), 3(g) and 3(l) in an amount equal to twenty-five percent (25%) of the Aggregate Purchase Price; and (C) there will be an aggregate ceiling on the obligation of Sellers to indemnify Purchaser Indemnified Persons from and against Damages resulting from or caused by a breach of the representations and warranties of Sellers contained in Sections 3(b), 3(d), 3(e), 3(g) and 3(l) in an amount equal to one hundred percent (100%) of the Aggregate Purchase Price.
Indemnification Provisions for Purchaser’s Benefit. (a) Subject to the other provisions of this Article 8, Sellers, jointly and severally, shall indemnify, defend and hold harmless each of the Purchaser Indemnified Parties against, and reimburse any Purchaser Indemnified Party for, all Damages that such Purchaser Indemnified Party may suffer or incur, or become subject to, as a result of or in connection with any of the following:
Indemnification Provisions for Purchaser’s Benefit. (a) In the event a Seller breaches any of its representations, warranties, or covenants contained in this Agreement (after giving effect to any amendment or supplement to the Sellers’ Disclosure Schedules accepted by Purchaser pursuant to Section 6.4), provided that Purchaser makes a written claim for indemnification against the Sellers pursuant to Section 7.6 within the applicable Survival Period, then such Seller shall indemnify Purchaser, each of its parents and Subsidiaries, and their respective officers, directors, shareholders, employees, agents and successors (the “Purchaser Indemnified Party”), from and against any Adverse Consequences such Purchaser Indemnified Party shall suffer caused by the breach; provided, however, that except for breaches of the Sellers’ respective representations and warranties set forth in Section 3.1, 3.2, 3.4 and 3.5, no Seller shall have any obligation hereunder to indemnify any Purchaser Indemnified Party from and against any Adverse Consequences in an amount exceeding such Seller’s Allocable Share of the then remaining Escrow Amount; provided further that no Seller shall be obligated to indemnify for Adverse Consequences pursuant to this Section 7.4(a) arising from breaches of Section 3.1, 3.2, 3.4 and 3.5 in excess of such Seller’s Allocable Share of the Purchase Price (after taking into account any other amounts payable by the Seller under this Article VII).
Indemnification Provisions for Purchaser’s Benefit. (a) In the event the Company breaches (or in the event any third party alleges facts that, if true, would mean the Company has breached) any of its representations, warranties, pre-closing covenants or covenants contained in Section 2(a) or Section 3.2(a) contained herein and, provided that Purchaser makes a written claim for indemnification against NEC Corporation within the survival period, then, effective at and after the Closing and subject to the limitations and exclusions set out in this Section 7, NEC Corporation undertakes to pay to the Company the amount which would be necessary to put the Company into the financial position which would have existed had there been no breach and to indemnify Purchaser from and against the entirety of any Losses Purchaser may suffer resulting from, arising out of, relating to, in the nature of, or caused by the breach (or alleged breach). For the purposes of this clause (a), the representations and warranties of the Company contained in Section 4 of this Agreement shall be read as if all qualifications as to materiality, including each reference to the terms and phrases “material”, “in all material respects” or like phrases, and the defined term “Material Adverse Effect”, were deleted therefrom in determining whether there has been a breach of any such representation or warranty or in determining the amount of any Loss.
Indemnification Provisions for Purchaser’s Benefit. In the event NEC Corporation breaches (or in the event any third party alleges facts that, if true, would mean NEC Corporation has breached) any of its representations, warranties, and covenants contained herein, including any representations, warranties and covenants NEC Corporation is making on behalf of NECAP, and, provided that Purchaser makes a written claim for indemnification against NEC Corporation within the survival period, then NEC Corporation shall be obligated to indemnify Purchaser from and against the entirety of any Losses Purchaser suffers resulting from, arising out of, relating to, in the nature of, or caused by the breach (or the alleged breach).
Indemnification Provisions for Purchaser’s Benefit. Seller agrees to indemnify Purchaser and its officers, directors, employees, agents, partners, stockholders and Affiliates and, following the Closing, the Company and its Subsidiaries (collectively, the “Purchaser Indemnified Parties”) for, and hold each Purchaser Indemnified Party harmless from and against: (x) any Adverse Consequences (without any rights of contribution or indemnification from the Company or any Subsidiary whether arising under any charter documents, contracts between the Company and/or Subsidiaries and Seller or otherwise), in each case, arising out of or suffered or incurred in connection with any of the following, whether or not involving a third party claim:
Indemnification Provisions for Purchaser’s Benefit. (a) In the event NEC Corporation breaches (or in the event any third party alleges facts that, if true, would mean NEC Corporation has breached) any of its representations and warranties regarding the Company set forth in Section 5.6 or in the event the Company breaches any of its covenants contained in Section 2.1, provided that Purchaser makes a written claim for indemnification against NEC Corporation within the survival period for such breaches, then, effective at and after each applicable Closing and subject to the limitations and exclusions set out in this Section 7, NEC Corporation undertakes to pay 49% of the amount which would be necessary to put the Company into the financial position which would have existed had there been no breach. Furthermore, NEC Corporation shall be obligated to indemnify Purchaser from and against any Losses Purchaser may suffer resulting from, arising out of, relating to, in the nature of, or caused by the breach (or alleged breach) of the covenants related to the issuance of First Call Option Shares or the representations and warranties of the Company related to the issuance of the First Call Option Shares as set forth in Sections 4.1, 4.2, 4.3 4.5 or 4.8 of the Stock Purchase Agreement , and to indemnify Purchaser from and against 49% of any Losses Purchaser may suffer resulting from any other breach (or alleged breach). For the purpose of this clause (a), the representations and warranties of regarding the Company set forth in Section 5.6 of this Agreement shall be read as if all qualifications as to materiality, including each reference to the terms and phrases “material”, “in all material respects” or like phrases were deleted therefrom in determining whether there has been a breach of any such representation or warranty or in determining the amount of any Loss.
