Common use of Buyer’s Indemnities Clause in Contracts

Buyer’s Indemnities. Buyer shall indemnify, defend and hold harmless Company against and in respect of any and all 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 Company shall incur or suffer, which arise, result from or relate to 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. Notwithstanding any other provision of this Agreement, Buyer shall not be liable to Company on any warranty, representation or covenant made by Buyer in this Agreement, or under any of its indemnities in this Agreement, regarding any single claim, loss, expense, obligation or other liability that does not exceed $5,000; provided, however, that when the aggregate amount of all such claims, losses, expenses, obligations and liabilities not exceeding $5,000 each reaches $25,000, Buyer shall thereafter be liable in full for all such breaches and indemnities and regarding all those claims, losses, expenses, obligations and liabilities, including, without limitation, the initial $25,000.

Buyer’s Indemnities. Buyer shall indemnify, defend and hold harmless Company Seller and Shareholder against and in respect of any and all 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 (“Losses”), as such term is defined in Section 12.4 hereof) that Company Seller and/or Shareholder shall incur or suffer, which arise, arise out of or 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. Notwithstanding any other provision of this Agreement, except for Buyer's obligation to pay the consideration for the Assets referred to in Section 2.1 hereof and to pay amounts due in connection with liabilities of the Seller to be assumed hereunder, Buyer shall not be liable to Company Seller and/or Shareholder on any warranty, representation or covenant made by Buyer in this Agreement, or under any of its indemnities in this Agreement, regarding any single claim, claim loss, expense, obligation or other liability that does not exceed $5,000; 3,000, provided, however, that when the aggregate amount of all such claims, losses, expenses, obligations and liabilities not exceeding $5,000 3,000 each reaches $25,000, Buyer shall thereafter be liable in full for all such breaches and indemnities and regarding all those claims, losses, expenses, obligations and liabilities, including, without limitation, the initial liabilities exceeding such $25,00025,000 amount.

Buyer’s Indemnities. Buyer shall indemnify, defend and hold harmless Company Seller and Shareholder, and their respective directors, managers, officers, employees and agents, against and in respect of any and all 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 (“Losses”), as such term is defined in Section 12.4 hereof) that Company Seller and/or Shareholder and/or such other persons shall incur or suffer, which arise, arise out of or result from or relate to any breach of, or failure by Buyer to perform any of its representations, warranties, covenants or agreements in obligations pursuant to this Agreement and the EDI business and Assets acquired on or in any schedule, certificate, exhibit or other instrument furnished or to be furnished by Buyer under this Agreementafter the Closing Date. Notwithstanding any other provision of this Agreement, except for Buyer's obligation to pay the consideration for the Assets referred to in Section 2.1 hereof in connection with liabilities of Seller to be specifically assumed hereunder, Buyer shall not be liable to Company Seller and/or Shareholder on any warranty, representation or covenant made by Buyer in this Agreement, or under any of its indemnities in this Agreement, regarding any single claim, claim loss, expense, obligation or other liability that does not exceed $5,000; 25,000, provided, however, that when the aggregate amount of all such claims, losses, expenses, obligations and liabilities not exceeding $5,000 25,000 each reaches $25,000, Buyer shall thereafter be liable in full for all such breaches and indemnities and regarding all those claims, losses, expenses, obligations and liabilities, including, without limitation, the initial liabilities exceeding such $25,00025,000 amount.

Buyer’s Indemnities. Buyer shall indemnify, defend defend, and hold harmless Company Seller against and in respect of any and all claims, demands, losses, costs, expenses, obligations, liabilities, damages, recoveries recoveries, and deficiencies, including interest, penalties penalties, and reasonable attorneys’ fees up to a maximum of the purchase price actually paid by Buyer (“Losses”)' fees, that Company Seller shall incur or suffer, which arise, result from from, or relate to any breach of, or failure by Buyer to perform perform, any of its their representations, warranties, covenants covenants, or agreements in this Agreement or in any schedule, certificate, exhibit exhibit, or other instrument furnished or to be furnished by Buyer under this Agreement. Notwithstanding any other provision of this Agreement, Buyer shall not be liable to Company Seller on any warranty, representation representation, or covenant made by Buyer in this Agreement, or under any of its indemnities in this Agreement, regarding any single claim, loss, expense, obligation obligation, or other liability that does not exceed $5,00037,500; provided, however, that when the aggregate amount of all such claims, losses, expenses, obligations obligations, and liabilities not exceeding $5,000 37,500 each reaches $25,000500,000, Buyer shall thereafter be liable in full for all such breaches and indemnities and regarding all those claims, losses, expenses, obligations obligations, and liabilities, includingprovided that in any event Buyer's liability for all claims, without limitationlosses, expenses, obligations, and liabilities shall in the initial aggregate not exceed $25,0001,500,000. Any claim for indemnity under this Agreement must be asserted by Seller within two (2) years after the Closing date, except for alleged breaches of Seller's covenant under Section 11.4 which must be asserted within six (6) years after the Closing date.

Buyer’s Indemnities. Buyer shall indemnify, defend and hold harmless Company and Shareholder against and in respect of any and all 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 (“Losses”), as such term is defined in Section 12.4 hereof) that Company and/or Shareholder shall incur or suffer, which arise, arise out of or result from or relate to any breach of, or failure by Buyer to perform perform, any operations of its representations, warranties, covenants Company on or agreements in this Agreement or in any schedule, certificate, exhibit or other instrument furnished or to be furnished by Buyer under this Agreementafter the Closing Date. Notwithstanding any other provision of this Agreement, except for Buyer's obligation to pay the consideration for the Assets referred to in Section 2.1 hereof in connection with liabilities of Company to be specifically assumed hereunder, Buyer shall not be liable to Company and/or Shareholder on any warranty, representation or covenant made by Buyer in this Agreement, or under any of its indemnities in this Agreement, regarding any single claim, claim loss, expense, obligation or other liability that does not exceed $5,000; , provided, however, that when the aggregate amount of all such claims, losses, expenses, obligations and liabilities not exceeding $5,000 each reaches $25,0005,000, Buyer shall thereafter be liable in full for all such breaches and indemnities and regarding all those claims, losses, expenses, obligations and liabilities, including, without limitation, the initial liabilities exceeding such $25,0005,000 amount.