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

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). (ii) The Buyer agrees to indemnify the Seller from and against the entirety of any Adverse Consequences the Seller may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Assumed Liability.

Indemnification Provisions for Benefit of the Seller. (i) 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 Agreementherein, and, if there is an applicable survival period pursuant to §Section 8(a) above, provided that the Seller makes a written claim for indemnification against the Buyer pursuant to §Section 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). (ii) . The Buyer agrees to indemnify the Seller from and against the entirety of any Adverse Consequences the Seller may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Assumed Liabilitythe operation or business of the Company and its Subsidiaries after to the Closing Date, except to the extent such Adverse Consequences involve, or are alleged to involve, fraud or willful misconduct on the part of the Seller.

Indemnification Provisions for Benefit of the Seller. (i) In the event the a Buyer breaches (or in the event any third party alleges facts that, if true, would mean the such Buyer has breached) any of its representations, warranties, and warranties or covenants contained in this Agreement, and, if there or any statement in the certificate delivered by that Buyer under Section 8.2(d) is an applicable survival period pursuant to §8(a) aboveinaccurate, provided that the a Seller makes a written claim for indemnification against the that Buyer pursuant with respect to §10(gsuch breach (or alleged breach) below within such applicable survival period, then the that Buyer agrees is obligated to indemnify the and hold harmless each Seller and its respective Representatives (each, a “Seller’s Indemnitee”) from and against the entirety of any Adverse Consequences the Seller any Seller’s Indemnitee 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 such breach (or the alleged breach). (ii) The . Nothing in this Agreement shall require a Buyer agrees to indemnify the Seller from and against the entirety in respect of any Adverse Consequences breach by the Seller may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Assumed Liabilityother Buyer.

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, andand provided that the particular representation, if there is an applicable survival period pursuant to §8(a) abovewarranty, provided or covenant survives the Closing and that the Seller makes a written claim for indemnification against the Buyer pursuant to §10(gsection 10(h) below within such the applicable 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 the applicable survival period) resulting from, arising out of, relating to, in the nature of, or caused by the breach (or breach; provided, however, the alleged breach). (ii) Buyer shall not be obligated to indemnify for any single claim of less than $5,000, unless the Seller has accumulated a group of claims, each of which is less than $5,000, which aggregates at least $25,000. The Buyer agrees to indemnify the Seller from and against the entirety of any Adverse Consequences the Seller may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Assumed Liability.

Indemnification Provisions for Benefit of the Seller. (i) In the event the Buyer Seller breaches (or in the event any third party alleges facts that, if true, would mean the Buyer MMM has breached) any of its material representations, warranties, and covenants contained in this the Asset Purchase Agreement, and, if there is an applicable survival period pursuant to §8(a) above, provided that the Seller Buyer makes a written claim for indemnification against the Buyer pursuant to §10(gSeller within the survival period set forth in Section8(a) below within such survival periodabove, then the Buyer MMM, jointly and severally, agrees to indemnify the Seller Buyer from and against the entirety of any Adverse Consequences losses the Seller Buyer may suffer through and after the date of the claim for indemnification (including any Adverse Consequences Losses the Seller Buyer may suffer after the end of any applicable survival period) period resulting from, arising out of, relating to, in the nature of, or caused by the breach (or the alleged breach). (ii) The Buyer agrees to indemnify the Seller from and against the entirety of any Adverse Consequences Losses the Seller may suffer resulting from, arising out of, relating to, in the nature of, or caused by (A) any Liability of the Seller which is an Assumed Liability, and (B) Buyer's breach of any material representation, warranty or covenant.

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 pre-Closing covenants contained in this Agreement, and, if there is an applicable survival period pursuant to §8(a) above, provided that and the Seller makes a written claim for indemnification against the Buyer pursuant to §Sections 10(g) below within such the applicable survival periodperiod pursuant to Section 8(a) above, 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). (ii) The Buyer agrees to indemnify the Seller from and against the entirety of any Adverse Consequences the Seller may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Assumed LiabilityLiability or post-Closing covenant contained in this Agreement.

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, warranties and covenants contained in this Agreementherein, and, if there is an applicable survival period pursuant to §8(aSection 9(a) above, provided that the Seller makes a written claim for indemnification against to the Buyer pursuant to §10(g) below within such survival period, then the Buyer agrees (including any successor to any substantial portion of the business of the Buyer) agrees, subject to Section 9(d), to indemnify the Seller and its officers, directors and controlling persons 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). (ii) The Buyer agrees to indemnify the Seller from and against the entirety of any Adverse Consequences the Seller may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Assumed Liability.

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, andand provided that the particular representation, if there is an applicable survival period pursuant to §8(a) abovewarranty, provided or covenant survives the Closing and that the Seller makes a written claim for indemnification against the Buyer pursuant to §10(g10(h) below within such the applicable 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 the applicable survival period) resulting from, arising out of, relating to, in the nature of, or caused by the breach (or breach; provided, however, the alleged breach). (ii) Buyer shall not be obligated to indemnify for any single claim of less than $5,000, unless the Seller has accumulated a group of claims, each of which is less than $5,000, which aggregates at least $25,000. The Buyer agrees to indemnify the Seller from and against the entirety of any Adverse Consequences the Seller may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Assumed Liability.

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 §Sec. 8(a) above, provided that the Seller makes a written claim for indemnification against the Buyer pursuant to §Sec. 10(g) below within such survival period, then the Buyer agrees to indemnify the Seller from and against the entirety of any Adverse Consequences Losses the Seller may suffer through and after the date of the claim for indemnification (including any Adverse Consequences Losses 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). (ii) The Buyer agrees to indemnify the Seller from and against the entirety of any Adverse Consequences Losses the Seller may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Assumed Liability.