Common use of Indemnification Provisions for Benefit of Seller Clause in Contracts

Indemnification Provisions for Benefit of Seller. In the event Buyer breaches (or in the event any third party alleges facts that, if true, would mean Buyer has breached) any of its representations, warranties and covenants contained herein, and, if there is an applicable survival period pursuant to Section 13.1 above, provided that Seller makes a written claim for indemnification against Buyer within such survival period, then Buyer agrees to indemnify Seller and its affiliates and their respective officers, directors and stockholders (each, a "Seller Indemnified Party") from and against the entirety of any Adverse Consequences they may suffer through and after the date of the claim for indemnification (including any Adverse Consequences 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 Buyer shall not have any obligation to indemnify any Seller Indemnified Party 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 Buyer until the Seller Indemnified Parties have, in the aggregate, suffered Adverse Consequences by reason of all such breaches (or alleged breaches) in excess of a the Basket Amount (at which point Buyer will be obligated to indemnify the Seller Indemnified Parties from and against all Adverse Consequences in excess of the threshold amount), and provided further that Buyer's maximum liability arising out of the transactions contemplated by this Agreement shall not exceed the Purchase Price, except for fraud.

Indemnification Provisions for Benefit of Seller. In the event Buyer breaches (or in the event any third party alleges facts that, if true, would mean Buyer has breached) any of its representations, warranties and covenants contained herein, and, if there is an applicable survival period pursuant to Section 13.1 above, provided that and Seller makes a written claim for indemnification against Buyer within such the applicable survival period, then Buyer agrees to indemnify Seller and its affiliates and their respective officers, directors and stockholders (each, a "“Seller Indemnified Party"”) from and against the entirety of any Adverse Consequences they may suffer through and after the date of the claim for indemnification (including any Adverse Consequences after the end of any applicable survival period) resulting from, arising out of, or relating to, in the nature of or caused by to the breach (or the alleged breach); provided, however, that Buyer shall not have any obligation to indemnify any Seller Indemnified Party from and against any Adverse Consequences resulting from, arising out of, or relating to, in the nature of or caused by to the breach (or alleged breach) of any representation or warranty of Buyer until the Seller Indemnified Parties have, in the aggregate, suffered Adverse Consequences by reason of all such breaches (or alleged breaches) in excess of a the Basket Amount (at which point Buyer will be obligated to indemnify the Seller Indemnified Parties from and against all Adverse Consequences in excess of the threshold amountBasket Amount), and provided further that Buyer's ’s maximum liability arising out of the transactions contemplated by this Agreement shall not exceed the Purchase Price, except for fraud. (a) Buyer agrees to indemnify the Seller Indemnified Parties from and against the entirety of any Adverse Consequences they may suffer resulting from, arising out of, or relating to any Assumed Liability.

Indemnification Provisions for Benefit of Seller. In (a) Only to the event extent allowed under North Dakota law, and if (i) Buyer breaches (or in the event if any third party alleges facts that, if true, would mean that Buyer has breached) any of its representations, warranties and or covenants contained hereinin this Agreement, and, and (ii) if there is an applicable survival period pursuant to Section 13.1 above8.1, provided that Seller makes a written claim for indemnification against Buyer within such the survival period, then Buyer agrees to indemnify Seller and its affiliates and their respective officers, directors and stockholders (each, a "Seller Indemnified Party") from and against the entirety of any Adverse Consequences they Seller may suffer through and after the date of the claim for indemnification (including any Adverse Consequences Seller 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 such breach (or the alleged breach); provided, however, that Buyer shall not have any obligation . (b) Xxxxx agrees to indemnify any Seller Indemnified Party from and against the entirety of any Adverse Consequences any of Seller may suffer through and after the date of the claim for indemnification (including any Adverse Consequences Seller may suffer after the end of any applicable survival period) resulting from, arising out of, relating to, in the nature of of, or caused by the breach (or alleged breachi) of any representation or warranty Liability of Buyer until (other than a Liability created by the conduct of Seller Indemnified Parties have, in the aggregate, suffered Adverse Consequences by reason of all such breaches (or alleged breaches) in excess of a the Basket Amount (at which point Buyer will be obligated to indemnify the Seller Indemnified Parties from and against all Adverse Consequences in excess of the threshold amountits representatives), and provided further that Buyer's maximum liability arising out any Liability relating to the Business of the transactions contemplated Seller subsequent to the Closing, excepting liabilities caused by this Agreement shall not exceed the Purchase Price, except for fraudconduct of Seller or its representatives.

Indemnification Provisions for Benefit of Seller. (i) In the event the Buyer breaches (or in the event any third party alleges facts that, if true, would mean Buyer has breached) any of its representations, warranties warranties, and covenants contained hereinin this Agreement, and, if there is an applicable survival period pursuant to Section 13.1 8(a) above, provided that Seller makes a written claim for indemnification against the Buyer pursuant to 10(g) below within such survival period, then the Buyer agrees to indemnify Seller and its affiliates and their respective officers, directors and stockholders (each, a "Seller Indemnified Party") from and against the entirety of any Adverse Consequences they Seller may suffer through and after the date of the claim for indemnification (including any Adverse Consequences Seller may suffer after the end of any applicable survival period) resulting from, arising out of, relating to, in the nature of of, or caused by the breach (or the alleged breach); provided, however, that (A) the Buyer shall not have any obligation to indemnify any Seller Indemnified Party from and against any Adverse Consequences resulting from, arising out of, relating to, in the nature of of, or caused by the breach (or alleged breach) of any representation representation, warranty, or warranty covenant of the Buyer until the Seller Indemnified Parties have, in the aggregate, has suffered Adverse Consequences by reason of all such breaches (or alleged breaches) in excess of a the Basket Amount $5,000 aggregate deductible (at after which point the Buyer will be obligated only to indemnify the Seller Indemnified Parties from and against all further such Adverse Consequences) and (B) there will be a $200,000 aggregate ceiling on the obligation of the Buyer to indemnify the Seller from and against Adverse Consequences resulting from, arising out of, relating to, in excess the nature of, or caused by breaches of the threshold amount)representations, warranties, and provided further that Buyer's maximum liability arising out covenants of the transactions contemplated by Buyer contained in this Agreement shall not exceed the Purchase Price, except for fraudAgreement.

Indemnification Provisions for Benefit of Seller. (a) In the event that Buyer breaches (or in the event any third party alleges facts that, if true, would mean Buyer has breached) any of its representations, warranties warranties, and covenants contained herein, in this Agreement and, if in the case of representations and warranties there is an applicable survival period pursuant to Section 13.1 above, 9.1 provided that Seller makes a written claim for indemnification against Buyer within such on or prior to the expiration of the survival period, then Buyer agrees agrees, subject to the limitation contained in Section 9.8, to indemnify Seller and its affiliates and their respective officers, directors and stockholders (each, a "Seller Indemnified Party") from and against the entirety of any Adverse Consequences they which Seller may suffer through and after the date of the claim for indemnification (including any Adverse Consequences Seller may suffer after the end of any applicable survival period) resulting from, arising out of, relating to, in the nature of of, or caused by the breach (or the alleged breach) ) in excess of a $500,000 aggregate deductible ("Buyer Deductible"); provided, however, that after which point Buyer shall not have any obligation will be obligated to indemnify any Seller Indemnified Party from and against all further Adverse Consequences above the Buyer Deductible. The Buyer Deductible shall be reduced (but not below zero) by the amount that Company Equity on the Closing Balance Sheet exceeds the Pro forma Equity. (b) Buyer agrees to indemnify Seller from and against the entirety of any Adverse Consequences Seller may suffer resulting from, arising out of, relating to, in the nature of of, or caused by the breach (any Assumed Liability or alleged breach) of any representation or warranty of Buyer until the Seller Indemnified Parties have, in the aggregate, suffered Adverse Consequences by reason of all such breaches (or alleged breaches) in excess of a the Basket Amount (at which point Buyer will be obligated to indemnify the Seller Indemnified Parties from and against all Adverse Consequences in excess of the threshold amount), and provided further that Buyer's maximum liability arising out of the transactions contemplated by this Agreement shall not exceed the Purchase Price, except for fraudAssumed Obligation.

Indemnification Provisions for Benefit of Seller. In the event Buyer breaches (or in the event any third party alleges facts that, if true, would mean Buyer has breached) any of its representations, warranties and covenants contained herein, and, if there is an applicable survival period pursuant to Section 13.1 above, provided that and Seller makes a written claim for indemnification against Buyer within such the applicable survival period, then Buyer agrees to indemnify Seller and its affiliates and their respective officers, directors and stockholders (each, a "Seller Indemnified Party") from and against the entirety of any Adverse Consequences they may suffer through and after the date of the claim for indemnification (including any Adverse Consequences after the end of any applicable survival period) resulting from, arising out of, or relating to, in the nature of or caused by to the breach (or the alleged breach); provided, however, that Buyer shall not have any obligation to indemnify any Seller Indemnified Party from and against any Adverse Consequences resulting from, arising out of, or relating to, in the nature of or caused by to the breach (or alleged breach) of any representation or warranty of Buyer until the Seller Indemnified Parties have, in the aggregate, suffered Adverse Consequences by reason of all such breaches (or alleged breaches) in excess of a the Basket Amount (at which point Buyer will be obligated to indemnify the Seller Indemnified Parties from and against all Adverse Consequences in excess of the threshold amountBasket Amount), and provided further that Buyer's maximum liability arising out of the transactions contemplated by this Agreement shall not exceed the Purchase Price, except for fraud. (a) Buyer agrees to indemnify the Seller Indemnified Parties from and against the entirety of any Adverse Consequences they may suffer resulting from, arising out of, or relating to any Assumed Liability.

Indemnification Provisions for Benefit of Seller. (i) In the event Buyer breaches (or in the event any third party alleges facts that, if true, would mean Buyer has breached) any of its representations, warranties warranties, and covenants contained herein, and, if there is an applicable survival period pursuant to Section 13.1 8(a) above, provided that Seller makes a written claim for indemnification against Buyer pursuant to Section 10(g) below within such survival period, then Buyer agrees to indemnify Seller and its affiliates and their respective officers, directors and stockholders (each, a "Seller Indemnified Party") from and against the entirety of any Adverse Consequences they Seller may suffer through and after the date of the claim for indemnification (including any Adverse Consequences Seller may suffer after the end of any applicable survival period) resulting from, arising out of, relating to, in the nature of of, or caused by the breach (or the alleged breach); provided, however, that . (ii) Buyer shall not have any obligation agrees to indemnify any the Seller Indemnified Party and the Shareholders from and against the entirety of any Adverse Consequences Seller or Shareholders may suffer resulting from, arising out of, or relating to, in the nature of of, or caused by (A) any third party challenging the breach (or alleged breach) of any representation or warranty of Buyer until the Seller Indemnified Parties have, in the aggregate, suffered Adverse Consequences by reason of all such breaches (or alleged breaches) in excess of a the Basket Amount (at which point Buyer will be obligated to indemnify the Seller Indemnified Parties from and against all Adverse Consequences in excess of the threshold amount), and provided further that Buyer's maximum liability arising out Effective Date of the transactions contemplated by this Agreement shall not exceed Agreement, and (B) or any Liability relating to the Purchase Price, except for fraudAssumed Liabilities from and after the Effective Date.