Common use of Agreement by Buyer to Indemnify Clause in Contracts

Agreement by Buyer to Indemnify. Buyer hereby agrees to indemnify and hold Seller and each of its officers, directors, employees, Affiliates, successors and assigns (collectively, for the purpose of this Article VIII, “Seller”) harmless from and against the aggregate of all expenses, losses, costs, deficiencies, liabilities and damages (including related counsel and paralegal fees and expenses) incurred or suffered by Seller arising out of or resulting from (i) any breach of a representation, warranty or certification made by Buyer in this Agreement or in any other written document or certificate delivered pursuant to this Agreement, (ii) any breach of the covenants or agreements made by Buyer in this Agreement or in any other written document or certificate to this Agreement, (iii) any Assumed Liabilities (collectively, “Indemnifiable Damages”). Without limiting the generality of the foregoing, Indemnifiable Damages shall be measured on a pre-Tax basis, and with respect to the measurement of Indemnifiable Damages, Seller shall have the right to be put in the same pre-Tax consolidated financial position considering the pre-Tax effects of any Indemnifiable Damages. Notwithstanding the foregoing, no claim for Indemnifiable Damages (except for claims for breaches of covenants, which may be asserted without regard to the Indemnification Threshold) shall be asserted by Seller until the aggregate of all Indemnifiable Damages exceeds the sum of Five Thousand Dollars ($5,000) (the “Indemnification Threshold”), in which case Seller shall be entitled to collect all Indemnifiable Damages from the first dollar thereof, without regard to the Indemnification Threshold. Further, Seller shall have no right to collect Indemnifiable Damages in excess of the Purchase Price.

Agreement by Buyer to Indemnify. Buyer hereby agrees to indemnify and hold Seller and each of its officers, directors, employees, Affiliates, successors attorneys and assigns Affiliates (collectively, for each a "Seller Indemnified Party" and together the purpose of this Article VIII, “Seller”"Seller Indemnified Parties") harmless from and against the aggregate of all expenses, losses, costs, deficiencies, liabilities Liabilities and damages (including related reasonable counsel and paralegal fees and expensesexpenses related thereto) incurred or suffered by Seller Indemnified Parties arising out of or resulting from (i) any breach Breach of a representation, representation or warranty or certification made by Buyer in this Agreement or in any other written document or certificate delivered pursuant to this Agreement, (ii) any breach Breach of the covenants a covenant or agreements agreement made by Buyer in this Agreement or in any other written document or certificate pursuant to this Agreement, (iii) any Assumed Liabilities inaccuracy in any certificate, instrument or other document delivered by Buyer pursuant to or in connection with this Agreement, or (iv) a Breach by Buyer under any of the Transferred Contracts on or after the Closing Date (collectively, “"Seller Indemnifiable Damages”"). Without limiting Notwithstanding anything to the generality of contrary set forth herein, the foregoing, total Seller Indemnifiable Damages for which Buyer shall be measured liable hereunder shall not exceed an amount equal to the Purchase Price (the "Seller Indemnification Cap"). Notwithstanding anything else to the contrary set forth herein, Seller Indemnification Cap shall not apply to and there shall be no limitation or restriction whatsoever on a pre-Tax basis, and the Liability of Buyer under this Article 8 for Seller Indemnifiable Damages with respect to any claim relating to or arising from any one or more of the measurement following and no Seller Indemnifiable Damages arising from any of Indemnifiable Damagesthe following shall be included in determining whether Seller Indemnification Cap has been met: (a) a Breach of any one or more of the representations and warranties set forth in Section 3.1, Seller shall have the right Section 3.2 and Section 3.3; (b) any willful or intentional Breach of any representation, warranty, covenant or agreement made in or pursuant to be put this Agreement (including in the same pre-Tax consolidated financial position considering Schedules and Exhibits attached hereto) or in any Contract delivered by Buyer pursuant to this Agreement; and (c) any act of fraud or act in the pre-Tax effects nature of fraud in connection with the execution, delivery and performance of this Agreement, including any Indemnifiable Damages. Notwithstanding fraudulent representation or warranty made in or pursuant to this Agreement (including in the foregoing, no claim for Indemnifiable Damages (except for claims for breaches of covenants, which may be asserted without regard Schedules and Exhibits attached hereto) or in any Contract delivered by Buyer pursuant to the Indemnification Threshold) shall be asserted by Seller until the aggregate of all Indemnifiable Damages exceeds the sum of Five Thousand Dollars ($5,000) (the “Indemnification Threshold”), or in which case Seller shall be entitled to collect all Indemnifiable Damages from the first dollar thereof, without regard to the Indemnification Threshold. Further, Seller shall have no right to collect Indemnifiable Damages in excess of the Purchase Priceconnection with this Agreement.

Agreement by Buyer to Indemnify. Buyer hereby agrees to indemnify and hold the Sellers and their respective heirs and personal representatives (each a "Seller Indemnified Party" and each of its officers, directors, employees, Affiliates, successors and assigns (collectively, for together the purpose of this Article VIII, “Seller”"Sellers Indemnified Parties") harmless from and against the aggregate of all expenses, losses, costs, deficiencies, liabilities Liabilities and damages (including related counsel and paralegal fees and expenses) incurred or suffered by Seller any of the Sellers Indemnified Parties arising out of or resulting from (i) any breach Breach of a representation, representation or warranty or certification made by Buyer in this Agreement or in any other written document or certificate delivered pursuant to this Agreement, (ii) and any breach Breach of the covenants a covenant or agreements agreement made by Buyer in this Agreement or in any other written document or certificate pursuant to this Agreement, (iii) any Assumed Liabilities inaccuracy in any certificate, instrument or other document delivered by Buyer pursuant to or in connection with this Agreement (collectively, “"Sellers Indemnifiable Damages”"). Without limiting Notwithstanding the generality of the foregoingforegoing provisions, no claim for Sellers Indemnifiable Damages shall be measured on a pre-Tax basis, and with respect to the measurement of Indemnifiable Damages, Seller shall have the right to be put in the same pre-Tax consolidated financial position considering the pre-Tax effects of any Indemnifiable Damages. Notwithstanding the foregoing, no claim for Indemnifiable Damages (except for claims for breaches of covenants, which may be asserted without regard to the Indemnification Threshold) shall be asserted by Seller the foregoing Sellers Indemnified Parties until the aggregate of all Sellers Indemnifiable Damages exceeds the sum of Five Thousand Dollars ($5,000) US$25,000 (the “"Sellers Indemnification Threshold”"), in at which case Seller time the foregoing Sellers Indemnified Parties may assert claims for the full amount of the Sellers Indemnifiable Damages. Notwithstanding anything to the contrary set forth herein, the total Sellers Indemnifiable Damages for which Buyer shall be entitled liable hereunder shall not exceed an amount equal to collect all the Purchase Price (the "Sellers Indemnification Cap"). Notwithstanding anything else to the contrary set forth herein, the Sellers Indemnification Cap shall not apply to and there shall be no limitation or restriction whatsoever on the Liability of Buyer under this ARTICLE 9 for Sellers Indemnifiable Damages with respect to any claim relating to or arising from any one or more of the first dollar thereof, without regard to the Indemnification Threshold. Further, Seller shall have following and no right to collect Sellers Indemnifiable Damages in excess arising from any of the Purchase Pricefollowing shall be included in determining whether the Sellers Indemnification Cap or the Sellers Indemnification Threshold has been met: (a) a Breach of any one or more of the representations and warranties set forth in SECTION 3.1, SECTION 3.2 and SECTION 3.3; (b) any willful or intentional Breach of any representation, warranty, covenant or agreement made in or pursuant to this Agreement (including in the Schedules attached hereto) or in any certificate, instrument or other document delivered by Buyer pursuant to this Agreement; and (c) any act of fraud or act in the nature of fraud in connection with the execution, delivery and performance of this Agreement, including any fraudulent representation or warranty made in or pursuant to this Agreement (including in the Schedules and Exhibits attached hereto) or in any certificate, instrument or other document delivered by Buyer pursuant to or in connection with this Agreement.

Agreement by Buyer to Indemnify. Buyer hereby agrees to indemnify and hold Seller each of the Sellers, and each of its their respective directors, officers, directors, employees, Affiliates, successors employees and assigns Affiliates (collectively, for each a "Seller Indemnified Party" and together the purpose of this Article VIII, “Seller”"Seller Indemnified Parties") harmless from and against the aggregate of all expenses, losses, costs, deficiencies, liabilities and damages (including related including, without limitation, reasonable counsel and professional and paralegal fees and expenses) incurred or suffered by Seller such parties or any of them arising out of or resulting from (i) any breach of a representation, representation or warranty or certification made by Buyer in or pursuant to this Agreement (including any Schedules or Exhibits hereto) or in any other written document agreement or certificate instrument delivered by Buyer pursuant to or in connection with this Agreement, (ii) any breach of the covenants or agreements made by Buyer in or pursuant to this Agreement (including any Schedules or Exhibits hereto) or in any other written document agreement or certificate instrument delivered by Buyer pursuant to or in connection with this Agreement, Agreement and (iii) any Assumed Liabilities of the Buyer's ownership of the Purchased Assets and operation of the Business after the closing (collectively, “"Seller Indemnifiable Damages”"). Without limiting the generality of the foregoing, Indemnifiable Damages shall be measured on a pre-Tax basis, and with respect to the measurement of Seller Indemnifiable Damages, each of the Seller Indemnified Parties shall have the right to be put in the same pre-Tax tax consolidated financial position considering as it would have been in had each of the pre-Tax effects representations and warranties of any Indemnifiable DamagesBuyer hereunder been true and correct and had each of the covenants and agreements of Buyer hereunder been performed in full. Notwithstanding the foregoingforegoing provisions, no claim for Sellers Indemnifiable Damages (except for claims for breaches of covenants, which may be asserted without regard to the Indemnification Threshold) shall be asserted by Seller the foregoing Sellers Indemnified Parties until the aggregate of all Sellers Indemnifiable Damages exceeds the sum of Twenty Five Thousand Dollars ($5,00025,000) (the “Indemnification "Sellers Indemnifiable Threshold”"), in at which case Seller time the foregoing Sellers Indemnified Parties may assert claims for the full amount of the Sellers Indemnifiable Damages, and (iii) the total Sellers Indemnifiable Damages for which Buyer shall be entitled liable hereunder shall not exceed the aggregate of any amounts paid or payable to collect all the Sellers hereunder as and when such amounts are paid or payable (the "Sellers Indemnification Cap"). Notwithstanding anything else to the contrary set forth herein, the Sellers Indemnification Cap and the Sellers Indemnification Threshold shall not apply to and there shall be no limitation or restriction whatsoever on the liability of Buyer under this ARTICLE VIII for Sellers Indemnifiable Damages with respect to any claim relating to or arising from any one or more of the first dollar thereoffollowing: (a) a breach of any one or more of the representations and warranties set forth in SECTION 3.1, SECTION 3.2 and SECTION 3.3 and (b) any act of fraud or statutory violation in the nature of fraud in connection with the execution, delivery and performance of this Agreement, including without limitation, any fraudulent representation or warranty made in or pursuant to this Agreement (including, without regard limitation, in the Schedules or Exhibits attached hereto) or in any certificate, instrument or other document delivered by Buyer pursuant to the Indemnification Threshold. Further, Seller shall have no right to collect Indemnifiable Damages or in excess of the Purchase Priceconnection with this Agreement.