Common use of Indemnification for Benefit of Seller Clause in Contracts

Indemnification for Benefit of Seller. Except as set forth below, Purchaser shall indemnify Seller, its Affiliates, shareholders, directors and employees (collectively, "Seller Parties") and hold them harmless against any Losses which any such Seller Party may suffer, sustain or become subject to, as the result of, in connection with, relating or incidental to or by virtue of (i) any breach of any representation or warranty of Purchaser under this Agreement or any of the Schedules attached hereto, or in any of the certificates furnished pursuant to this Agreement, (ii) any nonfulfillment or breach of any term, covenant, condition or agreement by Purchaser under this Agreement or any of the Schedules attached hereto, (iii) post-closing liquor license violations by Purchaser, or (iv) the nonpayment or breach by Purchaser of any Assumed Liability. Purchaser shall not have any liability for indemnification pursuant to Section 7.2(b)(i) until and then only to the extent the aggregate amount of all Losses arising through Section 7.2(b)(i) and incurred by Seller for which indemnification may be sought exceeds Fifty Thousand Dollars ($50,000) (the "Purchaser Basket Amount"). With respect to any breach by Purchaser of any representation or warranty, any qualifications or exceptions relating to materiality shall be disregarded (i.e., Material Adverse Effect shall be replaced with adverse effect) for purposes of determining whether, and the extent and the amount to which, Seller Parties shall be entitled to indemnification hereunder with respect to such representations and warranties. In furtherance of the foregoing, and for the avoidance of doubt, the calculation of Purchaser Basket Amount set forth in this Section 7.2(b) shall include any Losses incurred by Seller Parties for which Seller Parties would have been entitled to claim indemnification under this Article VII with respect to a breach of a representation or warranty but for such claim being excluded as a result of such representation or warranty being qualified by materiality or Material Adverse Effect.

Indemnification for Benefit of Seller. Except as set forth below, Purchaser Buyer shall indemnify Seller, its Seller and their Affiliates, shareholdersstockholders, directors officers, directors/managers, employees, agents, Representatives, successors and employees permitted assigns (collectively, the "Seller Indemnified Parties") and save and hold each of them harmless against and pay on behalf of or reimburse each Seller Indemnified Party as and when incurred any Losses which any such that the Seller Party Indemnified Parties may suffer, sustain or become subject to, as the result of, in connection with, relating or incidental to or by virtue of (i) any breach of any representation or warranty of Purchaser Buyer under this Agreement or in any certificate, instrument or writing delivered by Buyer to Seller in connection with this Agreement (in each case disregarding, for purposes of determining the Schedules attached heretoinaccuracy or breach thereof and the amount of Losses relating thereto, any qualifications as to materiality, Material Adverse Effect, Knowledge or qualifications of similar import contained in, or in any of the certificates furnished pursuant to this Agreementotherwise directly or indirectly applicable to, such representation or warranty) or (ii) any nonfulfillment or breach of any term, EAST\48096305.13 44 covenant, condition agreement or agreement other provision by Purchaser Buyer under this Agreement or any the Transaction Documents; provided that Buyer shall have no Liability under clause (i) above in excess of the Schedules attached hereto, Cap (iii) post-closing liquor license violations by Purchaser, or (iv) the nonpayment or breach by Purchaser of any Assumed Liability. Purchaser shall not have any liability for indemnification pursuant to Section 7.2(b)(i) until and then only other than with respect to the extent Buyer Fundamental Representations) and unless the aggregate amount of all Losses arising through Section 7.2(b)(i) and incurred by Seller relating thereto for which indemnification may Buyer would, but for this proviso, be sought liable exceeds Fifty Thousand Dollars on a cumulative basis an amount equal to the Threshold ($50,000) (the "Purchaser Basket Amount"). With other than with respect to any breach by Purchaser of any representation or warrantythe Buyer Fundamental Representations), any qualifications or exceptions relating to materiality at which point Buyer shall be disregarded obligated to indemnify the Seller Indemnified Parties for all such Losses from the first dollar of such Losses (i.e., Material Adverse Effect shall be replaced with adverse effect) for purposes of determining whether, and the extent and not just the amount to which, Seller Parties shall be entitled to indemnification hereunder with respect to such representations and warranties. In furtherance in excess of the foregoingThreshold), but not in excess of the Cap (it being understood that the Cap and for Threshold shall not apply to the avoidance indemnity obligations under clause (ii) above or in respect of doubt, the calculation of Purchaser Basket Amount set forth in this Section 7.2(b) shall include any Losses incurred by Seller Parties for which Seller Parties would have been entitled to claim indemnification under this Article VII with respect to a breach of a representation or warranty but for such claim being excluded as a result of such representation or warranty being qualified by materiality or Material Adverse EffectBuyer Fundamental Representations).

Indemnification for Benefit of Seller. Except as set forth belowAfter the Closing, Purchaser Buyer ------------------------------------- shall indemnify Seller, Seller and its Affiliates, shareholdersstockholders, directors and employees officers, directors, employees, agents, representatives, successors and, to the extent permitted pursuant to Section 11.4, assigns (collectively, the "Seller Parties") and save -------------- and hold each of them harmless against and pay on behalf of or reimburse such Seller Parties as and when incurred for any Losses which any such Seller Party may suffer, sustain or become subject to, as the result of, in connection with, relating or incidental to with or by virtue of of: (i) any breach of any representation or warranty of Purchaser Buyer under this Agreement or any of the Schedules attached hereto, or other Transaction Agreements or in any of the certificates furnished to Seller by Buyer pursuant to this AgreementAgreement (in each case ignoring, for purposes of determining the inaccuracy or breach thereof and the amount of Losses relating thereto, any qualification as to materiality contained in such representation or warranty); (ii) any nonfulfillment or breach of any term, covenant, condition covenant or other agreement by Purchaser Buyer under this Agreement or any of the Schedules attached hereto, and other Transaction Agreements; (iii) post-closing liquor license violations by Purchaser, any liability or (iv) the nonpayment or breach by Purchaser of obligation with respect to any Assumed Liability. Purchaser Liabilities or caused by the operation of the Business by Buyer or its Affiliates (or any of their respective successors or assigns), including any liability or obligation caused by employment actions taken by Buyer, after the Closing (but only to the extent such liabilities or obligations are not Excluded Liabilities or matters for which Seller has agreed to indemnify Buyer); provided that Buyer shall not have -------- ---- any liability under clause (i) above (other than with respect to the representations and warranties contained in the first sentence of Section 7.1 or in Sections 7.2, 7.3 and 7.5) unless the aggregate of all Losses relating thereto for which Buyer would, but for this proviso, be liable exceeds on a cumulative basis an amount equal to $350,000 and then Buyer shall be liable for all such Losses in excess of one half of the $350,000 threshold amount (i.e., $175,000) and shall not be liable for $175,000 of such Losses; and provided further that Buyer shall not have any liability under clause (i) above for indemnification pursuant any individual item when the Loss relating to such item is less than $5,000 (it being understood, however, that all Losses related to claims arising out of the same or related facts, events or circumstances shall be considered an individual item for purposes of this Agreement and all such items shall be aggregated for purposes of this proviso to this Section 7.2(b)(i9.2(b); and provided further that -------- ------- Buyer's aggregate liability under clause (i) until and then only above (other than with respect to the extent representations and warranties contained in the aggregate amount first sentence of all Losses arising through Section 7.2(b)(i7.1 and in Sections 7.2, 7.3 and 7.5) shall in no event exceed $20,000,000 (it being understood, however, that nothing in this Agreement (including Section 9.1 and incurred this Section 9.2(b)) shall limit or restrict any of the Seller Parties' rights to maintain or recover any amounts in connection with any action or claim based upon intentional misrepresentation by Seller for which indemnification may be sought exceeds Fifty Thousand Dollars ($50,000) (the "Purchaser Basket Amount"). With Buyer or intentional deceit by Buyer or with respect to any intentional breach by Purchaser of any representation or warranty, any qualifications or exceptions relating to materiality shall be disregarded (i.e., Material Adverse Effect shall be replaced with adverse effect) for purposes of determining whether, and the extent and the amount to which, Seller Parties shall be entitled to indemnification hereunder with respect to such representations and warranties. In furtherance of the foregoing, and for the avoidance of doubt, the calculation of Purchaser Basket Amount set forth warranty made by Buyer in this Section 7.2(b) shall include any Losses incurred by Seller Parties for which Seller Parties would have been entitled to claim indemnification under this Article VII with respect to a breach of a representation or warranty but for such claim being excluded as a result of such representation or warranty being qualified by materiality or Material Adverse EffectAgreement).

Indemnification for Benefit of Seller. Except as set forth below, Purchaser shall indemnify Seller, its Affiliates, shareholders, directors and employees (collectively, "Seller Parties") and hold them harmless against any Losses which any such Seller Party may suffer, sustain or become subject to, as the result of, in connection with, relating or incidental to or by virtue of (i) any breach of any representation or warranty of Purchaser under this Agreement or any of the Schedules attached hereto, or in any of the certificates furnished pursuant to this Agreement, (ii) any nonfulfillment or breach of any term, covenant, condition or agreement by Purchaser under this Agreement or any of the Schedules attached hereto, (iii) post-closing liquor license violations by Purchaser, or (iv) the nonpayment or breach by Purchaser of any Assumed Liability. Purchaser shall not have any liability for indemnification pursuant to Section 7.2(b)(i) until and then only to the extent the aggregate amount of all Losses arising through Section 7.2(b)(i) and incurred by Seller for which indemnification may be sought exceeds Fifty Five Hundred Thousand Dollars ($50,000500,000) (the "Purchaser Basket Amount"). With respect to any breach by Purchaser of any representation or warranty, any qualifications or exceptions relating to materiality shall be disregarded (i.e., Material Adverse Effect shall be replaced with adverse effect) for purposes of determining whether, and the extent and the amount to which, Seller Parties shall be entitled to indemnification hereunder with respect to such representations and warranties. In furtherance of the foregoing, and for the avoidance of doubt, the calculation of the Purchaser Basket Amount set forth in this Section 7.2(b) shall include any Losses incurred by Seller Parties for which Seller Parties would have been entitled to claim indemnification under this Article VII with respect to a breach of a representation or warranty but for such claim being excluded as a result of such representation or warranty being qualified by materiality or Material Adverse Effect.. -43-

Indemnification for Benefit of Seller. Except as set forth below, Purchaser shall indemnify Seller, its Affiliates, shareholders, directors and employees (collectively, -39- "Seller Parties") and hold them harmless against any Losses which any such Seller Party may suffer, sustain or become subject to, as the result of, in connection with, relating or incidental to or by virtue of (i) any breach of any representation or warranty of Purchaser under this Agreement or any of the Schedules attached hereto, or in any of the certificates furnished pursuant to this Agreement, (ii) any nonfulfillment or breach of any term, covenant, condition or agreement by Purchaser under this Agreement or any of the Schedules attached hereto, (iii) post-closing liquor license violations by Purchaser, or (iv) the nonpayment or breach by Purchaser of any Assumed Liability. Purchaser shall not have any liability for indemnification pursuant to Section 7.2(b)(i) until and then only to the extent the aggregate amount of all Losses arising through Section 7.2(b)(i) and incurred by Seller for which indemnification may be sought exceeds Fifty Five Hundred Thousand Dollars ($50,000500,000) (the "Purchaser Basket Amount"). With respect to any breach by Purchaser of any representation or warranty, any qualifications or exceptions relating to materiality shall be disregarded (i.e., Material Adverse Effect shall be replaced with adverse effect) for purposes of determining whether, and the extent and the amount to which, Seller Parties shall be entitled to indemnification hereunder with respect to such representations and warranties. In furtherance of the foregoing, and for the avoidance of doubt, the calculation of the Purchaser Basket Amount set forth in this Section 7.2(b) shall include any Losses incurred by Seller Parties for which Seller Parties would have been entitled to claim indemnification under this Article VII with respect to a breach of a representation or warranty but for such claim being excluded as a result of such representation or warranty being qualified by materiality or Material Adverse Effect.