Indemnification Provisions for Seller’s Benefit. If the Closing occurs, and provided that either Seller makes a written claim for indemnification against Purchaser pursuant to Section 14.4 below within the survival period (if there is an applicable survival period pursuant to Section 12.1 above), which written claim must specify the factual basis of the claim, the amount of such claim (if known) and the method of computation of such claim, all with reasonable specificity, Purchaser shall indemnify and hold Sellers harmless against all Adverse Consequences either Seller has suffered or shall suffer relating to, arising from, or in connection with: (a) the failure of Purchaser to perform its covenants, agreements, and obligations under this Agreement or any other Transaction Document; (b) the breach of any representation or warranty made by Purchaser under this Agreement or any other Transaction Document; (c) services and activities performed by Purchaser under the Assumed Contracts on and following the Effective Date; (d) any Assumed Liabilities and any other liability or obligation of either Seller specifically assumed by Purchaser under this Agreement or any other Transaction Document (including without limitation any Adverse Consequences relating to, arising from, or in connection with Purchaser’s failure to render Management Services as provided herein in full satisfaction of Sellers’ obligations and liabilities under the Time Warner Transition Agreement and/or its failure to provide Management Services in accordance with the directives and guidance given by Sellers); (e) employment of the Transferred Employees following the Closing Date; (f) operation of the Business by Purchaser or Purchaser’s ownership or use of the Acquired Assets on and after the Effective Date (including without limitation infringement by Purchaser of any third party’s intellectual property or intellectual property rights arising out of, relating to, or in connection with use of the Intellectual Property, and all taxes arising with respect to periods beginning on or after the Effective Date); and (g) destruction, damage, or loss of any physical property owned or leased by Sellers resulting from Purchaser’s negligence in its use or occupation of Sellers’ principal place of business as provided herein; provided that in no event shall Purchaser indemnify Sellers for any Adverse Consequences either Seller has suffered or shall suffer arising out of, relating to or in connection with any conflict or breach of, or consent required to ...
Indemnification Provisions for Seller’s Benefit. In the event Buyer breaches any of its representations, warranties, and covenants contained herein, and provided that Seller makes a written claim for indemnification against Buyer within the survival period (if there is an applicable survival period pursuant to §8(a) above), then Buyer shall indemnify Seller from and against any and all Losses (but excluding any Losses suffered after the end of any applicable survival period) reasonably and proximately resulting from such breach; provided that Buyer will be obligated only to indemnify Seller from and against such Losses to the extent that (A) the total amount of all such Losses incurred by Seller as of and through the relevant date equals or exceeds Twenty-Five Thousand Dollars ($25,000) in the aggregate (which indemnity shall commence from the first Dollar of Loss exceeding such threshold amount), and (B) the total amount of Losses for which Buyer has previously indemnified Seller would not, when added together with the indemnifiable Losses currently claimed by Seller, exceed the total value to Seller of the Purchase Consideration recited in §2(b) above, which amount shall constitute Buyer'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 Seller in connection with any matters subject or in any manner related to this Agreement.
Indemnification Provisions for Seller’s Benefit. In the event Buyer breaches any of its representations, warranties, and covenants contained herein, and provided that Seller makes a written claim for indemnification against Buyer pursuant to Section 10(j) below before expiration of the applicable survival period set forth in Section 8(a) above, then Buyer shall indemnify Seller from and against any Adverse Consequences Seller shall suffer (but excluding any Adverse Consequences suffered after the end of any applicable survival period) caused proximately by the breach.
Indemnification Provisions for Seller’s Benefit. In the event Buyer breaches any of its representations, warranties, and covenants contained herein, or in the event Target after Closing breaches any of its covenants contained herein, and provided that Seller makes a written claim for indemnification against Buyer pursuant to §8(e) below within the survival period (if there is an applicable survival period pursuant to §8(a) above), then Buyer agrees to indemnify Seller from and against the entirety of any Adverse Consequences suffered (including any Adverse Consequences suffered after the end of any applicable survival period) resulting from, arising out of, relating to, or caused by the breach; provided, however, that there will be a $150,000 aggregate ceiling on the obligation of Buyer to indemnify Seller from and against Adverse Consequences resulting from, arising out of, relating to, or caused by breaches of the representations and warranties of Buyer contained herein.
Indemnification Provisions for Seller’s Benefit. 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 or in an Asset Purchase Agreement and, provided that any Seller makes a written claim for indemnification against Buyer within such survival period (if there is an applicable survival period pursuant to the applicable Transaction Agreement), then Buyer shall indemnify each Seller from and against the entirety of any Adverse Consequences suffered (including any Adverse Consequences suffered 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 Seller’s Benefit. In the event Buyer breaches any of its representations, warranties, covenants or agreements contained herein, and provided that Sellers make a written claim for indemnification against Buyer pursuant to §11(h) below within the applicable survival period (in §8(a) above) then Buyer agrees to indemnify Sellers from and against the entirety of any Adverse Consequences suffered (including any Adverse Consequences suffered after the end of any applicable survival period) resulting from, arising out of, relating to, in the nature of, or caused by the breach. If Buyer fails to indemnify Sellers after Sellers deliver written notice as provided above, then Sellers shall have the right to bring an action for indemnification for such claim including after the end of the applicable survival period.
Indemnification Provisions for Seller’s Benefit. Buyer (subject to the provisions of Sections 8.4, 8.6 and 8.8), will defend, indemnify and hold the Seller Indemnified Persons harmless from and against, and shall pay any, and all Damages, directly or indirectly, resulting from, relating to, arising out of or attributable to any one of the following:
(a) any Breach of any representation or warranty Buyer has made in this Agreement, or any other certificate or document Buyer has delivered pursuant to this Agreement; or
(b) any Breach by Buyer of any covenant or obligation of Buyer in this Agreement.
Indemnification Provisions for Seller’s Benefit. Subject to the limits set forth in this Article VIII, from and after the Closing, Buyer and Atlas shall defend and hold Seller, its Affiliates and its and their respective officers, directors, stockholders, employees, agents and other Representatives (each, a “Seller Indemnified Party”) harmless from and against any and all Damages incurred as a result of:
(a) any breach of any representation or warranty of Buyer and Atlas set forth in this Agreement;
(b) any failure to perform any covenant or agreement of Buyer and Atlas set forth in this Agreement;
Indemnification Provisions for Seller’s Benefit. Buyer will indemnify and hold Seller harmless from and pay any and all damages, directly or indirectly, resulting from, relating to, arising out of, or attributable to any of the following:
(a) Any Breach of any representation or warranty Buyer has made in this Agreement as if such representation or warranty were made on and as of the Closing Date without giving effect to any supplement to the Schedules and without giving regard to any materiality qualifier contained in such representation or warranty.
(b) Any Breach by Buyer of any covenant or obligation of Buyer in this Agreement.
(c) Any event arising from the operation and ownership of, or conditions first occurring with respect to, the Business or any of the Purchased Assets after 11:59 p.m. on the Closing Date.
(d) Any Assumed Liability.
Indemnification Provisions for Seller’s Benefit. In the event Buyer breaches any of its representations, warranties, and covenants contained herein, and provided that any Seller makes a written claim for indemnification against Buyer pursuant to Section 8(e) below within the survival period (if there is an applicable survival period pursuant to Section 8(a) above), then Buyer shall indemnify each Seller from and against the entirety of any Adverse Consequences suffered (but excluding any Adverse Consequences suffered after the end of any applicable survival period) caused by the breach.
