Common use of Buyer’s Indemnities Clause in Contracts

Buyer’s Indemnities. (a) Buyer shall indemnify, defend and hold harmless Seller against and in respect of any and all Losses that Seller shall incur or suffer, which arise out of or result from any breach of, or failure by Buyer to perform, any of its representations, warranties, covenants or agreements in this Agreement. (b) Except for Buyer's obligation to pay the full Purchase Price for the Assets referred to in SECTION 2.1 hereof and to pay all amounts due and satisfy all obligations and liabilities in connection with the Assumed Liabilities (subject to Seller's indemnification obligations under SECTION 2.2(C) above) and indemnification obligations other than under SECTION 8.8(A) ABOVE, Buyer shall not be liable for indemnification under SECTION 8.3(A) above or under any warranty, representation or covenant, or breach or violation thereof or misrepresentation under any warranty or representation, unless and until the aggregate amount sought by Seller exceeds the Basket, in which event Seller shall be entitled to indemnification for all amounts sought which would otherwise be included in the Basket and the aggregate maximum liability of Buyer in respect of the foregoing shall not exceed One Million Dollars ($1,000,000).

Buyer’s Indemnities. (a) Buyer shall indemnify, defend and hold harmless Seller and Shareholder against and in respect of any and all Losses (as such term is defined in Section 12.4 hereof) that Seller and/or Shareholder shall incur or suffer, which arise out of or result from any breach of, or failure by Buyer to perform, any of its representations, warranties, covenants or agreements in this Agreement or in any schedule, certificate, exhibit or other instrument furnished or to be furnished by Buyer under this Agreement. (b) Except . Notwithstanding any other provision of this Agreement, except for Buyer's obligation to pay the full Purchase Price consideration for the Assets referred to in SECTION Section 2.1 hereof and to pay all amounts due and satisfy all obligations and liabilities in connection with liabilities of the Assumed Liabilities (subject Seller to Seller's indemnification obligations under SECTION 2.2(C) above) and indemnification obligations other than under SECTION 8.8(A) ABOVEbe assumed hereunder, Buyer shall not be liable for indemnification under SECTION 8.3(A) above or under to Seller and/or Shareholder on any warranty, representation or covenantcovenant made by Buyer in this Agreement, or breach or violation thereof or misrepresentation under any warranty of its indemnities in this Agreement, regarding any single claim loss, expense, obligation or representationother liability that does not exceed $3,000, unless and until provided, however, that when the aggregate amount sought by Seller exceeds the Basketof all such claims, losses, expenses, obligations and liabilities exceeding $3,000 each reaches $25,000, Buyer shall thereafter be liable in which event Seller shall be entitled to indemnification full for all amounts sought which would otherwise be included in the Basket such breaches and the aggregate maximum liability of Buyer in respect of the foregoing shall not exceed One Million Dollars (indemnities and regarding all those claims, losses, expenses, obligations and liabilities exceeding such $1,000,000)25,000 amount.

Buyer’s Indemnities. (a) Buyer shall indemnify, defend and hold harmless Seller Company against and in respect of any and all Losses claims, demands, losses, costs, expenses, obligations, liabilities, damages, recoveries and deficiencies, including interest, penalties and reasonable attorneys’ fees up to a maximum of the purchase price actually paid by Buyer (“Losses”), that Seller Company shall incur or suffer, which arise out of or arise, result from or relate to any breach of, or failure by Buyer to perform, perform any of its representations, warranties, covenants or agreements in this Agreement or in any schedule, certificate, exhibit or other instrument furnished or to be furnished by Buyer under this Agreement. (b) Except for Buyer's obligation to pay the full Purchase Price for the Assets referred to in SECTION 2.1 hereof and to pay all amounts due and satisfy all obligations and liabilities in connection with the Assumed Liabilities (subject to Seller's indemnification obligations under SECTION 2.2(C) above) and indemnification obligations . Notwithstanding any other than under SECTION 8.8(A) ABOVEprovision of this Agreement, Buyer shall not be liable for indemnification under SECTION 8.3(A) above or under to Company on any warranty, representation or covenantcovenant made by Buyer in this Agreement, or breach or violation thereof or misrepresentation under any warranty of its indemnities in this Agreement, regarding any single claim, loss, expense, obligation or representationother liability that does not exceed $5,000; provided, unless and until however, that when the aggregate amount sought by Seller exceeds the Basketof all such claims, losses, expenses, obligations and liabilities not exceeding $5,000 each reaches $25,000, Buyer shall thereafter be liable in which event Seller shall be entitled to indemnification full for all amounts sought which would otherwise be included in such breaches and indemnities and regarding all those claims, losses, expenses, obligations and liabilities, including, without limitation, the Basket and the aggregate maximum liability of Buyer in respect of the foregoing shall not exceed One Million Dollars (initial $1,000,000)25,000.

Buyer’s Indemnities. (a) Buyer shall indemnify, defend and hold harmless Seller Company and Shareholder against and in respect of any and all Losses (as such term is defined in Section 12.4 hereof) that Seller Company and/or Shareholder shall incur or suffer, which arise out of or result from any breach of, or failure by Buyer to perform, any operations of its representations, warranties, covenants Company on or agreements in after the Closing Date. Notwithstanding any other provision of this Agreement. (b) Except , except for Buyer's obligation to pay the full Purchase Price consideration for the Assets referred to in SECTION Section 2.1 hereof and to pay all amounts due and satisfy all obligations and liabilities in connection with the Assumed Liabilities (subject liabilities of Company to Seller's indemnification obligations under SECTION 2.2(C) above) and indemnification obligations other than under SECTION 8.8(A) ABOVEbe specifically assumed hereunder, Buyer shall not be liable for indemnification under SECTION 8.3(A) above or under to Company and/or Shareholder on any warranty, representation or covenantcovenant made by Buyer in this Agreement, or breach or violation thereof or misrepresentation under any warranty of its indemnities in this Agreement, regarding any single claim loss, expense, obligation or representationother liability that does not exceed $5,000, unless and until provided, however, that when the aggregate amount sought by Seller exceeds the Basketof all such claims, losses, expenses, obligations and liabilities exceeding $5,000 each reaches $5,000, Buyer shall thereafter be liable in which event Seller shall be entitled to indemnification full for all amounts sought which would otherwise be included in the Basket such breaches and the aggregate maximum liability of Buyer in respect of the foregoing shall not exceed One Million Dollars (indemnities and regarding all those claims, losses, expenses, obligations and liabilities exceeding such $1,000,000)5,000 amount.