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

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 within the survival period (if there is an applicable survival period pursuant to §8(ass.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(bss.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 in accordance with §10(g) below within the survival period (if there is an applicable survival period pursuant to §8(a) above)period, then Buyer shall indemnify Seller from and against any and all Losses (but excluding any Losses suffered after the end entirety of any applicable survival period) reasonably and Adverse Consequences Seller shall suffer caused proximately resulting from such by the breach; provided provided, however, that Buyer will shall not have any obligation to indemnify Seller from and against any Adverse Consequences caused by the breach of any representation or warranty or covenant of Buyer contained in §3 above (a) until Seller has suffered Adverse Consequences by reason of all such breaches in excess of a $50,000 aggregate deductible (after which point Buyer shall be obligated only to indemnify Seller from and against such Losses further Adverse Consequences) or thereafter (b) to the extent that (A) the total amount Adverse Consequences Seller has suffered by reason of all such Losses incurred by breaches do not exceed a $300,000 aggregate ceiling (after which point Buyer will have no obligation to indemnify Seller as from and against further such Adverse Consequences; provided, further, that the limitations on indemnification in this §8(c) shall not apply to any Adverse Consequences resulting from a breach of Buyer’s representations and warranties contained in 3(b)(i) through the relevant date equals 3(b)(v), or exceeds Twenty-Five Thousand Dollars ($25,000) in the aggregate (which indemnity shall commence from the first Dollar event 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 Agreementfraud.

Indemnification Provisions for Seller’s Benefit. In the event (i) Buyer breaches any of its representationsrepresentations or warranties contained in this Agreement or (ii) Buyer breaches any of its covenants or obligations under this Agreement (including, warrantiesbut not limited to, its obligations with respect to the Assumed Liabilities in Section 14.1), and covenants contained herein, and in each case provided that Seller makes a written claim for indemnification against and to Buyer pursuant to Section 16.2 below within the survival period (if there is an any applicable survival period pursuant to §8(a) above)Section 14.5 A, then in each case Buyer shall indemnify be obligated to indemnify, defend and hold harmless Seller and its affiliates, managers, directors, officers, stockholders, members and employees (collectively the “Seller Indemnitees”) from and against any and all Losses any Seller Indemnitee may suffer resulting from, arising out of, relating to, in the nature of, or caused by the breach; provided, however, that (but excluding a) Buyer shall not have any obligation to indemnify the Seller Indemnitees from and against any Losses suffered after resulting from, arising out of, relating to, in the end nature of, or caused by the breach of any applicable survival period) reasonably and proximately resulting from representation or warranty contained in this Agreement until the Seller Indemnitees have suffered Losses by reason of all such breach; provided that breaches in excess of a $400,000.00 aggregate deductible (after which point Buyer will be obligated only to indemnify the Seller Indemnitees from and against further 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 amountLosses), and (Bb) there will be a $7,500,000.00 aggregate ceiling on the total amount obligation of Buyer to indemnify the Seller Indemnitees from and against the Losses for which resulting from, arising out of, relating to, in the nature of, or caused by breaches by 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 any Seller makes a written claim for indemnification against Buyer within the survival period (if there is an applicable survival period pursuant to §8(a11(h) above)below, then Buyer shall indemnify each Seller and their respective officers, directors, members or partners (as applicable) or any Affiliate or Subsidiaries thereof (collectively referred to as “Seller Indemnified Persons”) from and against any and all Losses (but excluding any Losses suffered after the end entirety of any applicable survival period) reasonably and proximately resulting from Adverse Consequences any Seller Indemnified Person shall suffer as a result of such breach; provided that . Notwithstanding Buyer shall not be required to indemnify Sellers Indemnified Persons until such Seller Indemnified Persons shall have suffered Adverse Consequences by reason of all such breaches in excess of $250,000 (the “Seller Indemnity Threshold”) after which point Buyer will be obligated only to indemnify Seller Indemnified Persons for all Adverse Consequences, and the Purchase Price will be an aggregate ceiling on the obligation of Buyer to indemnify Sellers from and against such Losses to the extent that (A) the total amount of all such Losses incurred Adverse Consequences resulting from, arising out of, relating to, or caused 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 breaches of the Purchase Consideration recited representations and warranties of Sellers contained 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 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 ($25,0005,000) 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 Purchaser breaches (or in the event any third party alleges facts that, if true, would mean Purchaser has breached) any of its representations, warranties, and covenants contained hereinherein and, and provided that Seller makes a written claim for indemnification against Buyer within the survival period (if there is an applicable survival period Purchaser pursuant to §8(aSection 11(g) above)below within such survival period, then Buyer Purchaser shall indemnify Seller and its officers, directors, employees, agents, Affiliates and stockholders (the “Seller Indemnified Parties”) from and against the entirety of any and all Losses Adverse Consequences suffered (but excluding including any Losses Adverse Consequences suffered after the end of any applicable survival period) reasonably resulting from, arising out of, relating to, in the nature of, or caused by the breach (or the alleged breach); provided, however, Purchaser shall not have any obligation to indemnify the Seller Indemnified Parties from and proximately against any Adverse Consequences resulting from from, arising out of, relating to, in the nature of, or caused by the breach (or the alleged breach) of any representation or warranty of Purchaser until the Seller Indemnified Parties have suffered Adverse Consequences by reason of all such breach; provided that Buyer breaches (or alleged breaches) in excess of a $25,000 aggregate threshold (at which point Purchaser will be obligated only to indemnify the Seller Indemnified Parties from and against all such Losses Adverse Consequences relating back to the extent first dollar); provided, further, 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 that the aggregate (which indemnity of such indemnification obligation under this Section 9(c) 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, not 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 AgreementPrice.

Indemnification Provisions for Seller’s Benefit. In the event Buyer breaches of any inaccuracy in, breach of its or failure to perform any representations, warranties, and or covenants of Buyer contained hereinin this Agreement or in any certificate furnished by Buyer pursuant to this Agreement (determined, for purposes of this Section 8(c), without regard to any limitations or qualifications as to “Material Adverse Effect”, “material” or other similar limitations or qualifications contained in any such representation or warranty), and provided that any Seller makes a written claim for indemnification against Buyer within the applicable survival period (if there is an applicable survival period pursuant to §Section 8(a) above), then Buyer shall indemnify agrees to indemnify, defend and hold harmless each Seller, its Affiliates and their respective officers, directors, employees, agents, advisors, successors and assigns (collectively, the “Seller Indemnitees”) from and against the entirety of any and all Losses Adverse Consequences suffered (but excluding including any Losses Adverse Consequences suffered after the end of any applicable survival period) reasonably resulting from, arising out of, relating to, in the nature of, or caused by such inaccuracy, breach or failure; provided, however, that Buyer shall not have any obligation to indemnify, defend or hold harmless the Seller Indemnitees from and proximately against any Adverse Consequences resulting from from, arising out of, relating to, in the nature of, or caused by any inaccuracy in or breach of any representation or warranty of Buyer (other than any representation or warranty in Sections 3(b)(i), 3(b)(ii) and 3(b)(iv), as to which this proviso shall not apply) until the Seller Indemnitees have suffered Adverse Consequences by reason of all such breach; provided that inaccuracies and breaches in excess of an aggregate deductible amount equal to one and one-half percent (1.5%) of the Purchase Price (after which point Buyer will be obligated only to indemnify the Seller Indemnitees from and against Adverse Consequences in excess of such Losses to amount) provided, that, for the extent purposes of determining whether the deductible amount has been met or exceeded, claims for Adverse Consequences arising from a single event or a group or series of related events that (A) the total amount of all such Losses incurred by Seller as of and through the relevant date equals are, individually or exceeds Twenty-Five Thousand Dollars ($25,000) in the aggregate, less than $50,000 shall be excluded; and provided, further, that there will be an aggregate ceiling in an amount equal to $40,000,000 on the obligation of Buyer to indemnify, defend and hold harmless the Seller Indemnitees from and against Adverse Consequences resulting from, arising out of, relating to, in the nature of, or caused by any inaccuracy in or breach of any representation or warranty of Buyer (which indemnity shall commence from the first Dollar of Loss exceeding such threshold amountother than any representation or warranty in Sections 3(b)(i), 3(b)(ii) and (B) the total amount of Losses for 3(b)(iv), as to 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 such aggregate ceiling 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 Agreementnot apply).

Indemnification Provisions for Seller’s Benefit. In the event Buyer breaches of any inaccuracy in, breach of its or failure to perform any representations, warranties, and or covenants of Buyer contained hereinin this Agreement or in any certificate furnished by Buyer pursuant to this Agreement (determined, for purposes of this Section 8(c), without regard to any limitations or qualifications as to “Material Adverse Effect”, “material” or other similar limitations or qualifications contained in any such representation or warranty), and provided that any Seller makes a written claim for indemnification against Buyer within the applicable survival period (if there is an applicable survival period pursuant to §Section 8(a) above), then Buyer shall indemnify agrees to indemnify, defend and hold harmless each Seller, its Affiliates and their respective officers, directors, employees, agents, advisors, successors and assigns (collectively, the “Seller Indemnitees”) from and against the entirety of any and all Losses Adverse Consequences suffered (but excluding including any Losses Adverse Consequences suffered after the end of any applicable survival period) reasonably resulting from, arising out of, relating to, in the nature of, or caused by such inaccuracy, breach or failure; provided, however, that Buyer shall not have any obligation to indemnify, defend or hold harmless the Seller Indemnitees from and proximately against any Adverse Consequences resulting from from, arising out of, relating to, in the nature of, or caused by any inaccuracy in or breach of any representation or warranty of Buyer (other than any representation or warranty in Sections 3(b)(i), 3(b)(ii) and 3(b)(iv), as to which this proviso shall not apply) until the Seller Indemnitees have suffered Adverse Consequences by reason of all such breach; provided that inaccuracies and breaches in excess of an aggregate deductible amount equal to $225,000 (after which point Buyer will be obligated only to indemnify the Seller Indemnitees from and against Adverse Consequences in excess of such Losses to amount) provided, that, for the extent purposes of determining whether the deductible amount has been met or exceeded, claims for Adverse Consequences arising from a single event or a group or series of related events that (A) the total amount of all such Losses incurred by Seller as of and through the relevant date equals are, individually or exceeds Twenty-Five Thousand Dollars ($25,000) in the aggregate, less than $50,000 shall be excluded; and provided, further, that there will be an aggregate ceiling in an amount equal to $7,000,000 on the obligation of Buyer to indemnify, defend and hold harmless the Seller Indemnitees from and against Adverse Consequences resulting from, arising out of, relating to, in the nature of, or caused by any inaccuracy in or breach of any representation or warranty of Buyer (which indemnity shall commence from the first Dollar of Loss exceeding such threshold amountother than any representation or warranty in Sections 3(b)(i), 3(b)(ii) and (B) the total amount of Losses for 3(b)(iv), as to 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 such aggregate ceiling 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 Agreementnot apply).

Indemnification Provisions for Seller’s Benefit. In the event Buyer breaches any of its representations, warranties, and covenants contained hereincovenants, obligations or other agreements under this Agreement, and provided that Seller makes a written claim for indemnification against Buyer pursuant to this Section 7 below within the survival period (if there is an applicable survival period pursuant to §8(a) above)period, then Buyer shall indemnify Seller from and against the entirety of any and all Losses Adverse Consequences suffered (but excluding any Losses Adverse Consequences suffered after the end of any applicable survival period) reasonably and proximately resulting from such breachcaused by the breach up to an aggregate indemnification obligation to Seller of $2,000,000 (the “Indemnification Cap”), after which amount Buyer shall have no further indemnification obligation to Seller; provided provided, however, that Buyer will be obligated only shall not have any obligation to indemnify Seller from and against such Losses to any Adverse Consequences caused by the extent that (A) the total amount breach of any representation, warranty or covenant of Buyer until Seller has suffered Adverse Consequences by reason of all such Losses incurred by breaches in excess of a $150,000 aggregate deductible (after which point Buyer is obligated to indemnify Seller as of from and through against all further such Adverse Consequences up to the relevant date equals Indemnification Cap). Notwithstanding the foregoing or exceeds Twenty-Five Thousand Dollars ($25,000) anything in this Agreement to the contrary, in the aggregate (which indemnity event of fraud by Buyer, Seller shall commence from the first Dollar of Loss exceeding such threshold amount), and (B) the total amount of Losses for which be entitled to recourse against Buyer has previously indemnified Seller would not, when added together with the indemnifiable Losses currently claimed by Seller, exceed the total value up to Seller any amounts 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 Price that have not been rightfully paid according to this Agreement.