Indemnification Provisions for Benefit of the Seller. In the event the Purchasers breach (or in the event any third party alleges facts that, if true, would mean the Purchasers has breached) any of its representations, warranties, and covenants contained herein, and, if there is an applicable survival period pursuant to Section 13(a) above, provided that the Seller makes a written claim for indemnification against the Purchasers within such survival period, then the Purchasers shall indemnify the Seller from and against the entirety of any Adverse Consequences the Seller may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the 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).
Indemnification Provisions for Benefit of the Seller. (i) In the event the Buyer breaches (or in the event any third party alleges facts that, if true, would mean the Buyer has breached) any of its representations, warranties, and covenants contained in this Agreement, and, if there is an applicable survival period pursuant to §8(a) above, provided that the 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 the Seller from and against the entirety of any Adverse Consequences the Seller may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the 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).
Indemnification Provisions for Benefit of the Seller. In the event the Purchaser breaches any of its representations, warranties, and/or covenants contained herein and provided that the Seller make a written claim for indemnification against the Purchaser, then the Purchaser agrees to indemnify the Seller from and against the entirety of any losses, damages, amounts paid in settlement of any claim or action, expenses, or fees including court costs and reasonable attorneys' fees and expenses.
Indemnification Provisions for Benefit of the Seller. Subject to the limitations set forth in Section 8.1 above, the Purchaser agrees to indemnify the Seller and its successors, permitted assigns, directors, officers, employees and Affiliates (the "Seller Indemnitees") from and against all Losses arising out of or resulting from (a) any breach of any representation or warranty of the Purchaser contained in this Agreement or (b) the material breach or nonperformance of any covenant or agreement of the Purchaser contained in this Agreement (except an agreement which, pursuant to the express terms of this Agreement, is not to survive and is to expire or be terminated upon the Closing or termination of this Agreement); provided, however, that for purposes of the indemnification provided under clause (a) of this Section 8.3 (other than in respect of the breach or inaccuracy of Section 4.6, to which the Purchaser Deductible shall not apply), the Purchaser shall have no obligation to indemnify the Seller Indemnitees until such time, if any, as, and only to the extent that, the aggregate amount of the Losses arising out of all such breaches exceeds $2,500,000 (the "Purchaser Deductible"); provided, further, that for purposes of the indemnification provided in clause (a) of this Section 8.3 (other than in respect of the breach or inaccuracy of Section 4.6, to which no limitation on the amount of indemnification shall apply), the obligation of the Purchaser to indemnify the Seller Indemnitees shall be limited to indemnification in an aggregate amount equal to (x) $50,000,000 less (y) an amount equal to 20% of the Cash Adjustment at Closing. For purposes of the indemnification provided in clause (a) of this Section 8.3, in determining whether any of the representations or warranties set forth in this Agreement has been breached, no effect will be given to any materiality qualification set forth in such representation or warranty, and, for indemnification purposes hereunder, any such materiality qualification shall be disregarded. For the purposes of indemnification provided for in clause (a) of this Section 8.3, only those single claims for indemnification in excess of $100,000 (but the entire amounts of such claims, and not just the portions in excess of $100,000) shall be counted toward the Purchaser Deductible.
Indemnification Provisions for Benefit of the Seller. In the event the Buyer breaches any of its representations, warranties, and covenants contained herein, and, if there is an applicable survival period pursuant to Section 10(a) above, provided that the Seller makes a written claim for indemnification against the Buyer pursuant to Section 12(g) below within such survival period, then the Buyer agrees to indemnify the Seller from and against the entirety of any Adverse Consequences the Seller shall suffer through and after the date of the claim for indemnification caused proximately by the breach.
Indemnification Provisions for Benefit of the Seller. In the event the Buyer breaches any of its representations, warranties, and covenants contained herein, provided that the Seller makes a written claim for indemnification against the Buyer pursuant to 'SS'.6(g) below within the survival period, then the Buyer agrees to indemnify the Seller from and against the entirety of any Adverse Consequences the Seller may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the 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.
Indemnification Provisions for Benefit of the Seller. In the event the Buyer breaches any of its representations, warranties, and covenants contained in this Agreement, and, if, with respect to the representations and warranties, there is an applicable survival period pursuant to section 7(a) above, and provided that the Seller makes a written claim for indemnification against the Buyer, the Buyer agrees to indemnify the Seller from and against any Adverse Consequences the Seller shall suffer which are caused proximately by the breach.
Indemnification Provisions for Benefit of the Seller. If the Buyer breaches (or in the event any third party alleges facts that, if true, would mean the Buyer has breached) any representations, warranties or covenants contained in this Agreement, provided that the Seller makes a written claim for indemnification against the Buyer, then the Buyer will indemnify the Seller, as applicable, from and against the entirety of any Adverse Consequences the Seller may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the 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 such breach (or alleged breach).
Indemnification Provisions for Benefit of the Seller. In the event the Buyer breaches (or in the event any third party alleges facts that, if true, would mean the Buyer has breached) any of its representations, warranties or covenants contained in this Agreement, then the Buyer is obligated to indemnify the Seller from and against the entirety of any Adverse Consequences the 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 such breach (or alleged breach).
Indemnification Provisions for Benefit of the Seller. In the event the Buyer breaches any of its representations, warranties, and covenants contained herein, and, if there is an applicable survival period pursuant to §8(a) above, provided that any of the Seller makes a written claim for indemnification against the Buyer pursuant to §10(h) below within such survival period, then the Buyer agrees to indemnify each of the Seller from and against the entirety of any Adverse Consequences the Seller shall suffer through and after the date of the claim for indemnification (but excluding any Adverse Consequences the Seller shall suffer after the end of any applicable survival period) caused by the breach.
