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

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, and covenants contained in this Agreement, and, if there is an applicable survival period pursuant to Section 9(a) above, provided that Seller makes a written claim for indemnification against Buyer within such survival period, then Buyer agrees to indemnify Seller from and against the entirety of 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 breach (or the alleged breach). Buyer shall not have any obligation to indemnify Seller 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 Seller has suffered Adverse Consequences by reason of all such breaches (or alleged breaches) in excess of a $50,000 aggregate threshold at which point Buyer will be obligated thereafter to indemnify Seller and against all such Adverse Consequences. The $50,000 aggregate threshold shall not be applicable to a breach of Sections 4.5, 3.25, or 8.1, the Purchase Price Adjustments, the Post Closing Adjustments, or under the Services Agreement.

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, and covenants contained in this Agreement, and, if there is an applicable survival period pursuant to Section 9(a8(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 from and against the entirety of any Adverse Consequences 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 breach breach; provided, however, that (or A) the alleged breach). Buyer shall not have any obligation to indemnify Seller 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 representation, warranty, or warranty covenant of the Buyer until Seller has suffered Adverse Consequences by reason of all such breaches (or alleged breaches) in excess of a $50,000 5,000 aggregate threshold at deductible (after which point the Buyer will be obligated thereafter only to indemnify the Seller from and against all further such Adverse Consequences. The ) and (B) there will be a $50,000 200,000 aggregate threshold shall not be applicable ceiling on the obligation of the Buyer to a breach of Sections 4.5indemnify the Seller from and against Adverse Consequences resulting from, 3.25arising out of, relating to, in the nature of, or 8.1caused by breaches of the representations, warranties, and covenants of the Purchase Price Adjustments, the Post Closing Adjustments, or under the Services Buyer contained in this Agreement.

Indemnification Provisions for Benefit of Seller. (ia) 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, and covenants contained in this Agreement, Agreement and, if in the case of representations and warranties there is an applicable survival period pursuant to Section 9(a) 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 from and against the entirety of any Adverse Consequences 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, or caused by the breach (or the alleged breach) ) in excess of a $500,000 aggregate deductible ("Buyer Deductible"). , after which point Buyer shall not have any obligation will be obligated to indemnify Seller from and against any all further Adverse Consequences resulting from, arising out of, relating to, in above the nature of, or caused Buyer Deductible. The Buyer Deductible shall be reduced (but not below zero) by the breach (or alleged breach) of any representation or warranty of Buyer until Seller has suffered Adverse Consequences by reason of all such breaches (or alleged breaches) in excess of a $50,000 aggregate threshold at which point Buyer will be obligated thereafter to indemnify Seller and against all such Adverse Consequences. The $50,000 aggregate threshold shall not be applicable to a breach of Sections 4.5, 3.25, or 8.1, amount that Company Equity on the Purchase Price Adjustments, Closing Balance Sheet exceeds the Post Closing Adjustments, or under the Services AgreementPro forma Equity.

Indemnification Provisions for Benefit of Seller. (ia) In the event Buyer breaches (or in the event any third party alleges facts that, if ------------------------------- **The material deleted has been omitted pursuant to a request for confidential treatment pursuant to Rule 24b-2 promulgated under the Securities Exchange Act of 1934, as amended, and has been filed separately with the Commission. true, would mean Buyer has breached) any of its representations, warranties, warranties and covenants contained in this Agreementherein, and, if there is an applicable survival period pursuant to Section 9(a) 8.01 above, provided that Seller makes a written claim for indemnification against Buyer within such survival period, then Buyer agrees to indemnify Seller from and against the entirety of any Adverse Consequences 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 Buyer shall not have any obligation to indemnify Seller 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 or warranty of Buyer until Seller has has, in the aggregate, suffered Adverse Consequences by reason of all such breaches (or alleged breaches) in excess of a $50,000 aggregate threshold (at which point Buyer will be obligated thereafter to indemnify Seller from and against all such Adverse Consequences. The $50,000 aggregate threshold Consequences relating back to the first dollar), and provided further that Buyer's maximum liability hereunder shall not be applicable to a breach of Sections 4.5, 3.25, or 8.1, exceed the Purchase Price Adjustments, the Post Closing Adjustments, or under the Services AgreementMaximum 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 in this Agreementherein, and, if there is an applicable survival period pursuant to Section 9(a) 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 Seller 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 has Indemnified Parties have, in the aggregate, suffered Adverse Consequences by reason of all such breaches (or alleged breaches) in excess of a $50,000 aggregate threshold the Basket Amount (at which point Buyer will be obligated thereafter to indemnify the Seller Indemnified Parties from and against all such Adverse Consequences. The $50,000 aggregate threshold Consequences in excess of the Basket Amount), and provided further that Buyer’s maximum liability arising out of the transactions contemplated by this Agreement shall not be applicable to a breach of Sections 4.5, 3.25, or 8.1, exceed the Purchase Price AdjustmentsPrice, the Post Closing Adjustments, or under the Services Agreementexcept for fraud.

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 in this Agreementherein, and, if there is an applicable survival period pursuant to Section 9(a) 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 Seller 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 has Indemnified Parties have, in the aggregate, suffered Adverse Consequences by reason of all such breaches (or alleged breaches) in excess of a $50,000 aggregate threshold the Basket Amount (at which point Buyer will be obligated thereafter to indemnify the Seller Indemnified Parties from and against all such Adverse Consequences. The $50,000 aggregate threshold Consequences in excess of the Basket Amount), and provided further that Buyer's maximum liability arising out of the transactions contemplated by this Agreement shall not be applicable to a breach of Sections 4.5, 3.25, or 8.1, exceed the Purchase Price AdjustmentsPrice, the Post Closing Adjustments, or under the Services Agreementexcept for fraud.