Common use of Indemnification Provisions for Buyer’s Benefit Clause in Contracts

Indemnification Provisions for Buyer’s Benefit. In the event Seller breaches any of its representations, warranties, and covenants contained herein, and, provided that Buyer makes a written claim for indemnification against Seller in accordance with §10(g) below within the survival period, then Seller shall indemnify Buyer from and against any Adverse Consequences Buyer shall suffer caused proximately by the breach; provided, however, that Seller shall not have any obligation to indemnify Buyer from and against any Adverse Consequences caused by the breach of any representation or warranty or covenant of Seller contained in §4 above (a) until Buyer has suffered Adverse Consequences by reason of all such breaches in excess of a $50,000 aggregate deductible (after which point Seller will be obligated only to indemnify Buyer from and against further such Adverse Consequences) or thereafter (b) to the extent the Adverse Consequences Buyer has suffered by reason of all such breaches do not exceed a $300,000 aggregate ceiling (after which point Seller will have no obligation to indemnify Buyer from and against further such Adverse Consequences); and provided, further, that the limitations on indemnification in this §8(b) shall not apply to any Adverse Consequences resulting from a breach of Seller’s representations and warranties in §§3(a),4(a)-4(d), and 4(g) or in the event of fraud.

Indemnification Provisions for Buyer’s Benefit. In the event Seller breaches any of its representations, warranties, and covenants contained herein, and, and provided that Buyer makes a written claim for indemnification against Seller in accordance with §10(g) below within the survival periodperiod (if there is an applicable survival period pursuant to §8(a) above), then Seller shall indemnify Buyer from and against any Adverse Consequences Buyer shall suffer caused and all Losses (but excluding any Losses suffered after the end of any applicable survival period) reasonably and proximately by the resulting from such breach; provided, however, provided that Seller shall not have any obligation to indemnify Buyer from and against any Adverse Consequences caused by the breach of any representation or warranty or covenant of Seller contained in §4 above (a) until Buyer has suffered Adverse Consequences by reason of all such breaches in excess of a $50,000 aggregate deductible (after which point Seller will be obligated only to indemnify Buyer from and against further such Adverse Consequences) or thereafter (b) Losses to the extent that (A) the Adverse Consequences Buyer has suffered by reason total amount of all such breaches do not exceed a Losses incurred by Buyer as of and through the relevant date equals or exceeds Twenty-Five Thousand Dollars ($300,000 25,000) in the aggregate ceiling (after which point Seller will have no obligation to indemnify Buyer indemnity shall commence from and against further the first Dollar of Loss exceeding such Adverse Consequences); and provided, further, that the limitations on indemnification in this §8(b) shall not apply to any Adverse Consequences resulting from a breach of Seller’s representations and warranties in §§3(a),4(a)-4(dthreshold amount), and 4(g(B) the total amount of Losses for which Seller has previously indemnified Buyer would not, when added together with the indemnifiable Losses currently claimed by Buyer, exceed the total value to Seller of the Purchase Consideration recited in §2(b) above, which amount shall constitute Seller's maximum liability under any indemnity obligation hereunder or any other theory or claim of damages or recovery asserted or alleged by, through or on behalf of Buyer in connection with any matters subject or in the event of fraudany manner related to this Agreement.

Indemnification Provisions for Buyer’s Benefit. (i) In the event Seller breaches any of its representations, warranties, and covenants contained herein, and, provided that Buyer makes a written claim for indemnification against Seller in accordance with §10(gpursuant to Section 8(e) below within the survival periodperiod (if there is an applicable survival period pursuant to Section 8(a) above), then Seller shall indemnify Buyer Buyer, Target and Sub from and against any Adverse Consequences Buyer Buyer, Target and Sub shall suffer (but excluding any Adverse Consequences Buyer, Target and Sub shall suffer after the end of any applicable survival period) caused proximately by the breach; provided. (ii) Notwithstanding the foregoing, however, that (A) Seller shall not have any obligation to indemnify Buyer from and against any Adverse Consequences caused by the breach of any representation or warranty or covenant of Seller contained in §4 above (a) this Agreement until Buyer has suffered Adverse Consequences by reason of all such breaches in excess of a $50,000 10,000 aggregate deductible deductible, and (after B) the maximum aggregate amount of Adverse Consequences caused by the breach of any representation or warranty of Seller contained in this Agreement for which point Seller will be obligated only shall have any obligation hereunder to indemnify Buyer from and against further such Adverse Consequences) or thereafter (b) to shall be the extent amount of the Adverse Consequences Buyer has suffered by reason of all such breaches do not exceed a $300,000 aggregate ceiling Purchase Price (after which point Seller will have no obligation to indemnify Buyer from and against further such Adverse Consequences); and provided, further, that the limitations on indemnification in this §8(b) shall not apply to any Adverse Consequences resulting from a breach of Seller’s representations and warranties in §§3(a),4(a)-4(d), and 4(g) or in the event of fraud.

Indemnification Provisions for Buyer’s Benefit. In If Buyer or NAIC suffers any Adverse Consequences after the event Closing Date as a result of, without duplication, (i) the breach or inaccuracy of any representation or warranty made by Seller breaches contained herein other than any Seller Fundamental Representation, (ii) any breach or inaccuracy of any Seller Fundamental Representation contained herein, (iii) any breach by Seller of any of its representations, warranties, and covenants or agreements contained herein, and(iv) any breach by Seller of any of its covenants or agreements contained herein which are required to be performed by NAIC prior to the Closing, (v) Indemnified Taxes, or (vi) any Excluded Liabilities, then Seller shall be obligated to indemnify Buyer from and against the entirety of any Adverse Consequences Buyer may suffer (including any Adverse Consequences Buyer 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 inaccuracy, provided that Buyer or NAIC makes a written claim for indemnification against Seller in accordance with §10(g) pursuant to Section 11.7 below within the survival period, then period (if there is an applicable survival period pursuant to Section 8.1 above). Seller shall additionally be obligated to indemnify Buyer from and against the entirety of any Adverse Consequences Buyer shall suffer caused proximately by (at any time) resulting from, arising out of, relating to, in the breach; providednature of, however, that Seller shall not have any obligation to indemnify Buyer from and against any Adverse Consequences or caused by the breach of any representation or warranty or covenant of Seller contained in §4 above (a) until Buyer has suffered Adverse Consequences by reason of all such breaches in excess of a $50,000 aggregate deductible (after which point Seller will be obligated only to indemnify Buyer from and against further such Adverse Consequences) or thereafter (b) to the extent the Adverse Consequences Buyer has suffered by reason of all such breaches do not exceed a $300,000 aggregate ceiling (after which point Seller will have no obligation to indemnify Buyer from and against further such Adverse Consequences); and provided, further, that the limitations on indemnification in this §8(b) shall not apply to any Adverse Consequences resulting from a breach of Seller’s representations and warranties in §§3(a),4(a)-4(d), and 4(g) or in the event of fraudExcluded Liabilities.

Indemnification Provisions for Buyer’s Benefit. In the event Seller breaches any of its representations, warranties, and covenants contained herein, and, and provided that Buyer makes a written claim for indemnification against Seller in accordance with §10(g) below within the survival periodperiod (if there is an applicable survival period pursuant to §8(a) above), then Seller shall indemnify Buyer from and against any Adverse Consequences Buyer shall suffer caused and all Losses (but excluding any Losses suffered after the end of any applicable survival period) reasonably and proximately by the resulting from such breach; provided, however, provided that Seller shall not have any obligation to indemnify Buyer from and against any Adverse Consequences caused by the breach of any representation or warranty or covenant of Seller contained in §4 above (a) until Buyer has suffered Adverse Consequences by reason of all such breaches in excess of a $50,000 aggregate deductible (after which point Seller will be obligated only to indemnify Buyer from and against further such Adverse Consequences) or thereafter (b) Losses to the extent that (A) the Adverse Consequences Buyer has suffered by reason total amount of all such breaches do not exceed a Losses incurred by Buyer as of and through the relevant date equals or exceeds Five Thousand Dollars ($300,000 5,000) in the aggregate ceiling (after which point Seller will have no obligation to indemnify Buyer indemnity shall commence from and against further the first Dollar of Loss exceeding such Adverse Consequences); and provided, further, that the limitations on indemnification in this §8(b) shall not apply to any Adverse Consequences resulting from a breach of Seller’s representations and warranties in §§3(a),4(a)-4(dthreshold amount), and 4(g(B) the total amount of Losses for which Seller has previously indemnified Buyer would not, when added together with the indemnifiable Losses currently claimed by Buyer, exceed the total value to Seller of the Purchase Consideration recited in §2(b) above, which amount shall constitute Seller's maximum liability under any indemnity obligation hereunder or any other theory or claim of damages or recovery asserted or alleged by, through or on behalf of Buyer in connection with any matters subject or in the event of fraudany manner related to this Agreement.

Indemnification Provisions for Buyer’s Benefit. In the event Seller breaches that any of its representations, warrantiesthe representations or warranties of Fibreboard contained in this Purchase Agreement are not true, and covenants contained herein, and, provided that (A) the particular representation or warranty (or portion thereof) survives the Closing, (B) Buyer makes a written claim for indemnification against Seller in accordance with §10(g) below Fibreboard within the survival periodSurvival Period, and (C) each such discrete claim has a value of at least Ten Thousand Dollars ($10,000), then Seller shall Fibreboard agrees to indemnify Buyer (and, as of the Closing, any relevant Acquired Corporation) from and against any Adverse Consequences Buyer shall (or, as of the Closing, any relevant Acquired Corporation) reasonably may suffer through and after the date of the claim for indemnification resulting from or caused proximately by the breach; providedPROVIDED, howeverHOWEVER, that Seller Buyer shall not have be entitled to indemnification under this SECTION 10.2 for any obligation indemnification claims until the amount of the aggregate claims required to indemnify be indemnified by Fibreboard pursuant to this SECTION 10.2 exceeds Five Hundred Thousand Dollars ($500,000) (said amount is hereinafter referred to as the "Threshold"), whereupon Buyer shall be entitled to indemnification hereunder from and against any Fibreboard only for Adverse Consequences caused by the breach of any representation or warranty or covenant of Seller contained in §4 above (a) until Buyer has suffered Adverse Consequences by reason of all such breaches in excess of the Threshold. As used herein "discrete claim" means any claim involving a $50,000 aggregate deductible (after discrete or single occurrence, site specific condition, act or other event, which point Seller will be obligated only to indemnify Buyer from and against further such causes Adverse Consequences) or thereafter (b) to the extent the Adverse Consequences Buyer has suffered by reason of all such breaches do not exceed a $300,000 aggregate ceiling (after which point Seller will have no obligation to indemnify Buyer from and against further such Adverse Consequences); and provided, further, that the limitations on indemnification in this §8(b) shall not apply to any Adverse Consequences resulting from a breach of Seller’s representations and warranties in §§3(a),4(a)-4(d), and 4(g) or in the event of fraud.

Indemnification Provisions for Buyer’s Benefit. (i) In General. (A) Sellers’ Acts or Omissions (other than Post-Closing Covenants). In the event that any Seller breaches any of his or its representations, warrantieswarranties or covenants, or agreements other than its Post-Closing Covenants (as governed by Section 8(b)(i)(B), below), and covenants contained herein, and, provided that Buyer makes a written claim for indemnification against Seller in accordance with §10(gSellers pursuant to Section 11(g) below within the survival periodapplicable period of limitations, then each Seller shall be obligated jointly and severally to indemnify Buyer or any Affiliate thereof from and against the entirety of any Adverse Consequences Buyer shall or any Affiliate thereof may suffer (including any Adverse Consequences Buyer or any Affiliate may suffer after the end of any applicable survival period) resulting from, arising out of, relating to, in the nature of, or caused proximately by the breachbreach thereof; provided, however, that Seller if Buyer elects in its sole and absolute discretion to exercise either (or both) of the remedies provided in Section 8(f) below, then Buyer shall not have any obligation to indemnify Buyer from exercise such right of set off or recoupment, as the case may be, against the Earnout by dividing evenly the amount so claimed against the Earnout between the Sellers, unless and against any Adverse Consequences caused by until the breach amount of any representation such recoupment or warranty or covenant of Seller contained set off proves insufficient to satisfy Buyer’s indemnity claims, in §4 above (a) until which case such limitation shall have no further applicability and Buyer has suffered Adverse Consequences by reason of shall have the right to pursue any and all such breaches in excess of a $50,000 aggregate deductible (after which point Seller will be obligated only remedies otherwise available to indemnify Buyer from and against further such Adverse Consequences) or thereafter (b) to the extent the Adverse Consequences Buyer has suffered by reason of all such breaches do not exceed a $300,000 aggregate ceiling (after which point Seller will have no obligation to indemnify Buyer from and against further such Adverse Consequences); and provided, further, that the limitations on indemnification in this §8(b) shall not apply to any Adverse Consequences resulting from a breach of Seller’s representations and warranties in §§3(a),4(a)-4(d), and 4(g) or in the event of fraudit.

Indemnification Provisions for Buyer’s Benefit. (i) In the event Seller or Parent breaches any of its representations, warranties, and covenants contained hereinherein (other than the covenants in Section 2(a) above and the representations and warranties in Section 3(a) above), and, and provided that Buyer makes a written claim for indemnification against Seller in accordance with §10(gor Parent pursuant to Section 12(g) below within the survival period, period (if there is an applicable survival period pursuant to Section 8(a) above) then Seller and Parent shall be jointly and severally obligated to indemnify Buyer from and against the entirety of any Adverse Consequences Buyer may suffer (including any Adverse Consequences Buyer 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. (ii) In the event Seller breaches any of its covenants in Section 2(a) above or Seller or Parent breaches any of its representations and warranties in Section 3(a) above and provided that Buyer makes a written claim for indemnification against Seller or Parent pursuant to Section 12(g) below within the survival period (if there is an applicable survival period pursuant to Section 8(a) above), then Seller and Parent shall be jointly and severally obligated to indemnify Buyer from and against the entirety of any Adverse Consequences Buyer shall suffer (including any Adverse Consequences Buyer shall suffer after the end of any applicable survival period) resulting from, arising out of, relating to, in the nature of, or caused proximately by the breach; provided, however, that Seller shall not have any obligation to indemnify Buyer from and against any Adverse Consequences caused by the breach of any representation or warranty or covenant of Seller contained in §4 above (a) until Buyer has suffered Adverse Consequences by reason of all such breaches in excess of a $50,000 aggregate deductible (after which point Seller will be obligated only to indemnify Buyer from and against further such Adverse Consequences) or thereafter (b) to the extent the Adverse Consequences Buyer has suffered by reason of all such breaches do not exceed a $300,000 aggregate ceiling (after which point Seller will have no obligation to indemnify Buyer from and against further such Adverse Consequences); and provided, further, that the limitations on indemnification in this §8(b) shall not apply to any Adverse Consequences resulting from a breach of Seller’s representations and warranties in §§3(a),4(a)-4(d), and 4(g) or in the event of fraud.

Indemnification Provisions for Buyer’s Benefit. (i) In the event any Seller breaches any of its his or her representations, warranties, and covenants contained herein, herein and, provided that Buyer makes a written claim for indemnification against Seller in accordance with §10(g) below within the survival periodany, then each Seller shall be obligated jointly and severally to indemnify Buyer from and against the entirety of any Adverse Consequences Buyer shall may suffer (including any Adverse Consequences Buyer may suffer after the end of any applicable survival period) resulting from, arising out of, relating to, in the nature of, or caused proximately by the breach; provided, however, that Seller Sellers shall not have any obligation to indemnify Buyer from and against any Adverse Consequences resulting from, arising out of, relating to, in the nature of, or caused by the breach of any representation or warranty or covenant of Seller contained in §4 above (a) Sellers until Buyer has suffered Adverse Consequences by reason of all such breaches in excess of a $50,000 20,000 aggregate deductible threshold. (after which point ii) In the event any Seller will be obligated only breaches any of his or her covenants in §2(a) above or any of his or her representations and warranties in §3(a) above, and provided that Buyer makes a written claim for indemnification against such a Seller pursuant to §8(i) below within the survival period, then such Seller shall indemnify Buyer from and against further such Adverse Consequences) or thereafter (b) to the extent the entirety of any Adverse Consequences Buyer has suffered by reason of all such breaches do not exceed a $300,000 aggregate ceiling (after which point Seller will have no obligation to indemnify Buyer from and against further such Adverse Consequences); and provided, further, that the limitations on indemnification in this §8(b) shall not apply to any Adverse Consequences may suffer resulting from a breach of Seller’s representations and warranties in §§3(a),4(a)-4(d)arising out of, and 4(g) or relating to, in the event of fraudnature of, or caused by the breach.

Indemnification Provisions for Buyer’s Benefit. In the event Seller breaches that any of its representations, warrantiesthe representations or warranties of Fibreboard contained in this Purchase Agreement are not true, and covenants contained herein, and, provided that (A) the particular representation or warranty (or portion thereof) survives the Closing, (B) Buyer makes a written claim for indemnification against Seller in accordance with §10(g) below Fibreboard within the survival periodSurvival Period, and (C) each such discrete claim has a value of at least Ten Thousand Dollars ($10,000), then Seller shall Fibreboard agrees to indemnify Buyer (and, as of the Closing, any relevant Acquired Corporation) from and against any Adverse Consequences Buyer shall (or, as of the Closing, any relevant Acquired Corporation) reasonably may suffer through and after the date of the claim for indemnification resulting from or caused proximately by the breach; provided, however, that Seller Buyer shall not have be entitled to indemnification under this Section 10.2 for any obligation indemnification claims until the amount of the aggregate claims required to indemnify be indemnified by Fibreboard pursuant to this Section 10.2 exceeds Five Hundred Thousand Dollars ($500,000) (said amount is hereinafter referred to as the "Threshold"), whereupon Buyer shall be entitled to indemnification hereunder from and against any Fibreboard only for Adverse Consequences caused by the breach of any representation or warranty or covenant of Seller contained in §4 above (a) until Buyer has suffered Adverse Consequences by reason of all such breaches in excess of a $50,000 aggregate deductible (after which point Seller will be obligated only to indemnify Buyer from and against further such Adverse Consequences) or thereafter (b) to the extent the Adverse Consequences Buyer has suffered by reason of all such breaches do not exceed a $300,000 aggregate ceiling (after which point Seller will have no obligation to indemnify Buyer from and against further such Adverse Consequences); and provided, further, that the limitations on indemnification in this §8(b) shall not apply to any Adverse Consequences resulting from a breach of Seller’s representations and warranties in §§3(a),4(a)-4(d), and 4(g) or in the event of fraud.Threshold. As

Indemnification Provisions for Buyer’s Benefit. In (i) From and after the Closing, in the event Buyer suffers any Adverse Consequences as a result of a breach by Seller breaches any of its representations, warranties, Seller’s representations or warranties in Section 3(a) above and covenants contained herein, and, provided that Buyer makes a written claim for indemnification against Seller in accordance with §10(gpursuant to Section 11(g) below within the survival periodbelow, then Seller shall indemnify Buyer for, from and against any such Adverse Consequences Buyer shall suffer caused proximately by the breachConsequences; provided, however, that Seller shall not have any no such obligation to indemnify Buyer from and against any Adverse Consequences caused by the breach of any representation or warranty or covenant of Seller contained in §4 above (aA) until Buyer has suffered Adverse Consequences by reason of all such breaches in excess of a by Seller amounting to at least Fifty Thousand Dollars ($50,000 aggregate deductible (after which point Seller will be obligated only to indemnify Buyer from and against further such Adverse Consequences50,000) or thereafter (bB) to the extent it would involve payment by Seller of any amount that is in excess of the Purchase Price. (ii) From and after the Closing, in the event Buyer suffers any Adverse Consequences as a result of a breach by Seller of its representations and warranties in Section 4 above and Buyer makes a written claim for indemnification against Seller pursuant to Section 11(g) below, then Seller shall indemnify Buyer for, from and against such Adverse Consequences; provided, however, that Seller shall have no such obligation: (A) until Buyer has suffered Adverse Consequences by reason of all such breaches do not exceed a by Seller amounting to at least Fifty Thousand Dollars ($300,000 aggregate ceiling (after which point Seller will have no obligation to indemnify Buyer from and against further such Adverse Consequences50,000); and provided, further, (B) to the extent it would involve payment by Seller of any amount that the limitations on indemnification is in this §8(bexcess of Two Hundred Fifty Thousand Dollars ($250,000); or (C) shall not apply to any Adverse Consequences resulting from a breach of if Buyer Knew that such representations or warranties were breached by Seller’s representations and warranties in §§3(a),4(a)-4(d), and 4(g) or in the event of fraud.

Indemnification Provisions for Buyer’s Benefit. In the event any Seller breaches any of his or its representations, warranties, and or covenants contained hereinherein in this Agreement, and, provided that Buyer makes a written claim for indemnification against any Seller in accordance with pursuant to §10(g11 (h) below within the survival periodperiod under §8(a) above, then Seller the Sellers shall indemnify Buyer or any officer, director and/or shareholders of the Buyer (collectively referred to as “Buyer Indemnified Persons”) from and against any Adverse Consequences any Buyer Indemnified Person shall suffer caused proximately by the as result of such breach; provided, however, that Seller . Notwithstanding Sellers shall not have any obligation be required to indemnify Buyer from and against any Adverse Consequences caused by the breach of any representation or warranty or covenant of Seller contained in §4 above (a) Indemnified Person, until such Buyer has Indemnified Persons have suffered Adverse Consequences by reason of all such breaches in excess of a $50,000 aggregate deductible 250,000 (the “Buyer Indemnity Threshold”) after which point Seller Sellers will be obligated only to indemnify such Buyer Indemnified Persons for all Adverse Consequences, and the Purchase Price will be an aggregate ceiling on the obligation of Sellers to indemnify Buyer from and against further such Adverse Consequences) or thereafter (b) to the extent the Adverse Consequences Buyer has suffered by reason of all such breaches do not exceed a $300,000 aggregate ceiling (after which point Seller will have no obligation to indemnify Buyer from and against further such Adverse Consequences); and provided, further, that the limitations on indemnification in this §8(b) shall not apply to any Adverse Consequences resulting from from, arising out of, relating to, or caused by breaches of the representations, warranties, or covenants of Sellers contained in this Agreement. Notwithstanding the foregoing, the liability of Xxxxxx for any and all Adverse Consequences as a result of a breach of Seller’s the representations and warranties set forth in §§3(a),4(a)-4(d), and 4(g) 4 hereof shall not exceed the Allocable Portion of the Purchase Price paid to or in the event on behalf of fraudXxxxxx.