Indemnification Provisions for Buyer’s Benefit. (i) In the event Seller breaches any of its representations, warranties, and covenants contained herein, and provided that Buyer makes a written claim for indemnification against Seller within the survival period (if there is an applicable survival period pursuant to ss.8(a) above), then Seller shall indemnify Buyer from and against any and all Losses (but excluding any Losses suffered after the end of any applicable survival period) reasonably and proximately resulting from such breach; provided that Seller will be obligated only to indemnify Buyer from and against such Losses to the extent that (A) the total amount of all such Losses incurred by Buyer as of and through the relevant date equals or exceeds Twenty-Five Thousand Dollars ($25,000) in the aggregate (which indemnity shall commence from the first Dollar of Loss exceeding such threshold amount), and (B) the total amount of Losses for which Seller has previously indemnified Buyer would not, when added together with the indemnifiable Losses currently claimed by Buyer, exceed the total value to Seller of the Purchase Consideration recited in ss.2(b) above, which amount shall constitute Seller's maximum liability under any indemnity obligation hereunder or any other theory or claim of damages or recovery asserted or alleged by, through or on behalf of Buyer in connection with any matters subject or in any manner related to this Agreement; and
Indemnification Provisions for Buyer’s Benefit. (a) Seller will defend, indemnify, and hold Buyer and its Affiliates (the “Buyer Indemnified Parties”) harmless from and pay any and all Damages, directly or indirectly, resulting from, relating to, arising out of, or attributable to any one of the following:
Indemnification Provisions for Buyer’s Benefit. From and after the Closing, in the event Seller breaches any of its representations, warranties, covenants, obligations or other agreements under this Agreement, and, provided that Buyer makes a written claim for indemnification against Seller pursuant to this Section 7 below within the applicable survival period, then Seller shall indemnify Buyer from and against any Adverse Consequences Buyer shall suffer (but excluding any Adverse Consequences Buyer shall suffer after the end of any applicable survival period) caused by the breach; provided, however, that Seller shall not have any obligation to indemnify Buyer from and against any Adverse Consequences caused by the breach of any representation, warranty or covenant of Seller (A) until Buyer has suffered Adverse Consequences by reason of all such breaches in excess of a $150,000 aggregate deductible (after which point Seller is obligated to indemnify Buyer from and against all further such Adverse Consequences, subject to (B) below) and (B) to the extent the Adverse Consequences Buyer has suffered by reason of all such breaches exceed an amount equal to the Escrow Fund (after which point Seller will have no obligation to indemnify Buyer from and against further such Adverse Consequences). The Parties understand and agree that with respect to any Adverse Consequences amounts due to Buyer under this Section 7, the indemnification obligations of Seller shall be paid solely out of the Escrow Fund pursuant to the Escrow Agreement. Notwithstanding the foregoing or anything in this Agreement to the contrary, in the event of fraud by Seller or any Shareholder, Buyer shall be entitled to recourse against the Shareholders for disgorgement of any amounts attributable to fraud distributed by Seller to each such Shareholder hereunder up to the amount of the Purchase Price; provided, however, that Shareholder liability hereunder shall be several, and not joint. Notwithstanding the foregoing, the aggregate deductible set forth in this Section shall not be applicable to amounts claimed by Buyer with respect to Liabilities related to Adverse Consequences resulting from any breach of Section 4(j) (and such Liabilities will be recoverable by Buyer from the first dollar thereof, according to the terms of this Agreement).
Indemnification Provisions for Buyer’s Benefit. (i) In the event any Seller breaches (or in the event any third party alleges facts that, if true, would mean any Seller has breached) any of his, her, or its representations, warranties, and covenants contained herein (other than the covenants in Section 2(a) above and the representations and warranties in Section 3(a) above) and, provided that Buyer makes a written claim for indemnification against any Seller pursuant to Section 11(h) below within the survival period (if there is an applicable survival period pursuant to Section 8(a) above), then each Seller shall be obligated jointly and severally to indemnify Buyer from and against the entirety of any Adverse Consequences Buyer may suffer (including any Adverse Consequences Buyer 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 Sellers shall not have any obligation to indemnify Buyer 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 Sellers contained in Sections 4(g)-(i) inclusive, Sections 4(l)-(y) inclusive and Sections 4(aa)-(dd) inclusive above until Buyer has suffered Adverse Consequences by reason of all such breaches (or alleged breaches) in excess of a $30,000 aggregate threshold, at which point Sellers will be obligated to indemnify Buyer from and against only such Adverse Consequences above such $30,000 aggregate threshold.
Indemnification Provisions for Buyer’s Benefit. In the event Seller or Target breaches any of his or its representations or warranties, and provided that Buyer makes a written demand for indemnification against any Seller pursuant to §5(e) below within two years from the Effective Date and otherwise follows the procedures for making indemnification claims set forth in this §5, then, subject to the limitations set forth in this §5, Buyer shall be entitled to be indemnified from and against the entirety of any Adverse Consequences Buyer may suffer (including any Adverse Consequences Buyer may suffer after the end of any applicable survival period) resulting from, arising out of, relating to, or caused by the breach; provided, however, that there will be a $70,000 aggregate ceiling on the obligation of Seller to indemnify Buyer from and against Adverse Consequences resulting from, arising out of, relating to, or caused by breaches of the representations and warranties and covenants of Seller contained herein. .
Indemnification Provisions for Buyer’s Benefit. The Seller Parties (subject to the provisions of Sections 8.4, 8.5 and 8.7), jointly and severally, will defend, indemnify and hold the Buyer Indemnified Persons harmless from and against, and shall pay any, and all Damages, directly or indirectly, resulting from, relating to, arising out of or attributable to any one of the following:
Indemnification Provisions for Buyer’s Benefit. (i) Subject to the provisions of this Section 8, including the limitations set forth in this Section 8(b)(i), and provided that Buyer makes a written claim for indemnification pursuant to Section 8(d) within the applicable survival period, from and after the Closing each Seller and each Optionholder, severally and not jointly, will indemnify Buyer from and against such Seller’s or Optionholder’s Allocable Portion of any Adverse Consequences Buyer shall suffer resulting from (A) the breach of any representation or warranty made by the Company in Section 4 of this Agreement; (B) any breach by the Company of its agreement to pay the Option Cancellation Payments to the Optionholders at Closing in accordance with Section 2(g)(ii)(x) and the Sale Bonuses to the Sale Bonus Recipients at Closing in accordance with Section 2(h); (C) any breach by the Sellers’ Representative, in its capacity as Sellers’ Representative, under this Agreement or the Escrow Agreement, including any breach under Section 2(d); (D) any claims by any Seller to the extent relating to or arising out of any error in any payment made to the Sellers by the Sellers’ Representative, any Liabilities to the extent in connection with, as a result of, or arising out of any payment made by Buyer, the Company or any of their Subsidiaries or Affiliates in accordance with the terms of this Agreement or as directed in writing by the Sellers’ Representative, or any claims by any Seller to the extent relating to or arising out of any misallocation of the Purchase Price among the Sellers by the Sellers’ Representative; and (E) the matters set forth on Schedule 8(b)(i)(E); provided, however, that no Seller or Optionholder shall have any obligation to indemnify Buyer from and against any Adverse Consequences pursuant to Section 8(b)(i)(A): (1) until Buyer has suffered Adverse Consequences by reason of all such breaches in excess of a $550,000 aggregate deductible (after which point Sellers and Optionholders will be obligated to indemnify Buyer from and against such Adverse Consequences in excess of $250,000) or thereafter (2) to the extent Buyer has received indemnity payments hereunder in the amount of $5,750,000 in the aggregate (after which point Sellers and Optionholders will have no obligation to indemnify Buyer from and against further such Adverse Consequences); provided, however, that Sellers and Optionholders shall not be liable to Buyer for any claim if the Adverse Consequences relating to such claim ...
Indemnification Provisions for Buyer’s Benefit. (i) Provided that Buyer makes a written claim for indemnification against any Seller pursuant to Section 10(i) below within the survival period (if there is an applicable survival period pursuant to Section 8(a) above), from and after the Closing, each Seller shall jointly and severally indemnify the Buyer Indemnitees from and against any Adverse Consequences the Buyer Indemnitees shall suffer caused by or arising out of:
Indemnification Provisions for Buyer’s Benefit. (a) In the event Nautilus breaches any of its representations, warranties, and covenants contained in this Agreement, and, provided that Buyer makes a written claim for indemnification against Nautilus pursuant to Section 10.7 below within the survival period (if there is an applicable survival period pursuant to Section 8.1 above), then Nautilus agrees to indemnify Buyer from and against the entirety of any Adverse Consequences Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by the breach; provided, however, that (i) Nautilus shall not have any obligation to indemnify Buyer from and against any Adverse Consequences resulting from, arising out of, relating to, in the nature of, or caused by the breach of any representation or warranty of Nautilus contained in Article 3 above until Buyer has suffered Adverse Consequences by reason of all such breaches in excess of a One Hundred Fifty Thousand U.S. Dollars ($150,000) aggregate deductible (after which point Nautilus will be obligated only to indemnify Buyer from and against further such Adverse Consequences); and (ii) there will be a Two Million U.S. Dollars ($2,000,000) aggregate ceiling on the obligation of Nautilus to indemnify Buyer from and against Adverse Consequences resulting from, arising out of, relating to, in the nature of, or caused by breaches of the representations and warranties of Nautilus contained in Article 3 above.
Indemnification Provisions for Buyer’s Benefit. In the event Sellers breaches any of Sellers’ representations, warranties, covenants or agreements contained herein, and provided that Buyer makes a written claim for indemnification against Sellers pursuant to §11(h) below within the applicable survival period (in §8(a) above) if there is an applicable survival period pursuant to §8(a) above), then Sellers shall be obligated to indemnify Buyer from and against the entirety of any Adverse Consequences Buyer may suffer (including any Adverse Consequences Buyer 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; provided, however, that except as to claims related to the Fundamental Representations and Warranties:
