Indemnification Provisions for Benefit of Sellers. In the event Purchaser breaches (or any third party alleges facts that, if true, would mean Purchaser has breached) any of Purchaser’s representations, warranties or covenants contained herein, then Purchaser shall indemnify Sellers and hold him harmless from and against the entirety of any Adverse Consequences Sellers may suffer arising out of, relating to, in the nature of, or caused by such breach (or such alleged breach).
Indemnification Provisions for Benefit of Sellers. (i) In the event (A) Buyer breaches any representation or warranty contained in Section 3 above and (B) Sellers make a written claim for indemnification against Buyer with respect thereto within one year after the Closing (which written claim shall specify in reasonable particulars the basis of the breach being asserted and, to the extent then determinable, a calculation of any Adverse Consequences which Sellers claims to suffer as a result thereof), then Buyer agrees to indemnify Sellers from and against any Adverse Consequences Sellers suffers through and after the date of the claim for indemnification proximately caused by the breach.
Indemnification Provisions for Benefit of Sellers. (a) If the Closing occurs, Buyers agree to indemnify, defend, save and hold harmless the Seller Indemnitees from and against any Losses actually suffered or incurred by them arising out of or related to:
Indemnification Provisions for Benefit of Sellers. In the event Purchaser breaches any of its representations, warranties or covenants contained in this Agreement or in any certificate delivered by Purchaser pursuant to this Agreement and provided that Sellers make a written claim for indemnification against Purchaser, then Purchaser agrees to indemnify Sellers from and against all Damages Sellers suffer resulting from or arising out of such event.
Indemnification Provisions for Benefit of Sellers. Following the Closing, Buyer shall indemnify (but without duplication of payment) Sellers and, as applicable, its officers, directors, members, employees, Affiliates, successors, heirs, executors, personal representatives and assigns (collectively, the "SELLER PARTIES"), and hold the Seller Parties harmless against, and pay on behalf of or reimburse them as and when incurred for, any Adverse Consequences (other than Adverse Consequences in their capacity as, or as a result of being, a shareholder of Buyer or any Affiliate thereof (including the Company and its Subsidiaries after the Closing)) that they may suffer, sustain or become subject to as the result of, arising out of, relating to, allocable to, or caused by: (i) the breach (or third-party allegation of a breach) by Buyer of any representation or warranty contained in ARTICLE 6 of this Agreement; (ii) the breach or non-fulfillment by Buyer of (or, in the event any third party alleges facts that, if true, would mean Buyer has breached or non-fulfilled) any other representation, warranty, covenant or agreement contained in this Agreement or any other instrument or document furnished to Sellers by Buyer pursuant to this Agreement at the Closing (without giving effect to any materiality qualifiers for the benefit of Buyer); provided that, (x) Buyer will not be liable to Seller under this SECTION 8.3 for any Adverse Consequences other than those relating to a breach of SECTION 6.1, 6.5, SECTIONS 7.1, 7.3, 7.4, 7.5 and all of SECTION 11 of which Seller has not given Buyer written notice thereof within one (1) year after the Closing Date; and (y) Buyer will not be liable to Sellers for any Adverse Consequences other than those relating to a breach of SECTION 6.1, 6.5, SECTIONS 7.1, 7.3, 7.4, 7.5, 7.8 and all of SECTION 11 unless and until the aggregate amount of such Adverse Consequences relating to all such breaches exceeds $2,500,000 and then for the full amount of such Adverse Consequences and shall not be liable for more than $10,000,000 of Adverse Consequences in the aggregate. The sole remedy after Closing for any breach referred to in this SECTION 8.3, except for intentional misrepresentation, shall be the indemnification provided for in this SECTION 8.3.
Indemnification Provisions for Benefit of Sellers. Buyer agrees to indemnify, defend and hold each Seller harmless from and against all liabilities, obligations, claims, damages, causes of action and costs and expenses, including attorneys fees, that are caused by, attributable to, result from or arise out of Buyer’s breach of any representation, warranty or covenant of this Agreement; provided, however, that any claim for indemnification under this Section 8.3 with respect to a breach of a representation or warranty must be asserted in a written notice given to Buyer on or prior to the expiration of the survival period for the representation or warranty to which the claim relates.
Indemnification Provisions for Benefit of Sellers. (i) In the event Buyer breaches any of its representations, warranties, and covenants contained herein, and, if there is an applicable survival period pursuant to Section 11(a) above, provided that any of Sellers makes a written claim for indemnification against Buyer pursuant to Section 14(h) below within such survival period, then Buyer and MEI agree jointly and severally to indemnify each of Sellers from and against the entirety of any Adverse Consequences Seller shall suffer through and after the date of the claim for indemnification proximately caused by the breach.
Indemnification Provisions for Benefit of Sellers. Subject to the limitations in this Article 10, following the Closing, Xxxxx shall indemnify, and save and hold harmless each of Sellers and such Seller’s Affiliates and their respective equity holders, officers, directors, managers, employees, attorneys, accountants, consultants, financial advisors and other agents (“Seller Indemnified Parties”) from and against any Damages suffered or incurred by any one or more of them arising out of or resulting from:
Indemnification Provisions for Benefit of Sellers. 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 provided that any of Sellers makes a written claim for indemnification against Buyer pursuant to Section 11(i) below, then Buyer agrees to indemnify each of Sellers from and against the entirety of any Adverse Consequences Seller may suffer through and after the date of the claim for indemnification resulting from, arising out of, relating to, in the nature of, or caused by the breach (or the alleged breach).
Indemnification Provisions for Benefit of Sellers. In the event (i) the Buyer breaches any of its representations, warranties, and covenants contained herein, or (ii) after the Closing, Target takes or fails to take any action under any Contract which constitutes part of the Assets, or fails fully and timely to perform its obligations with respect to any liabilities existing as of the Closing and not constituting Excluded Liabilities (each, a "Seller Indemnification Matter"), and a claim is made against any of the Sellers or any of the Seller Parties (as defined below) with respect thereto, provided that any of the Sellers or such Seller Party makes a written claim for indemnification against the Buyer pursuant to section 13(h) below within the survival period described above, then the Buyer agrees to indemnify, save, and hold harmless any of such Sellers and any Sellers' Affiliates, and their respective directors, officers, shareholders and employees (collectively, the "Seller Parties") from and against any Adverse Consequences such Seller Parties may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the such Seller Parties may suffer after the end of any applicable survival period) resulting from or caused by the Seller Indemnification Matter (calculated as set forth in subsection (e) below; provided, however, that the Buyer shall not have any obligation to indemnify the Sellers hereunder until the Sellers have suffered Adverse Consequences by reason of all Seller Indemnification Matters in excess of $50,000 in the aggregate, after which point the Sellers shall be entitled to indemnification for all such Adverse Consequences in excess of such amount; and further provided that the limitations set forth above shall not apply to claims for breaches of any covenant set forth in section 2, 5 or 6 of this Agreement.
