Indemnification Provisions for the Benefit of the Seller. Except as described below in Section 7(e) with respect to a breach of a warranty or covenant prior to the Closing Date, the Buyers agree 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 (i) any misrepresentation or breach of any of the Buyers' representations or warranties contained in this Agreement or in any Ancillary Agreement executed and/or delivered by the Buyers (so long as the Seller makes a written claim for indemnification within the applicable survival period) or (ii) any breach or nonfulfillment of any agreement or covenant of the Buyers contained herein or in any Ancillary Agreement, or (iii) any Assumed Liability.
Indemnification Provisions for the Benefit of the Seller. 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 the breach of any of the Buyer's representations, warranties, and covenants contained in this Agreement (so long as the particular representation, warranty, or covenant survives the Closing and the Seller make a written claim for indemnification within the applicable survival period).
Indemnification Provisions for the Benefit of the Seller. (i) After Closing, in the event: (x) of any inaccuracy in, or violation or breach of, any of the Buyer’s representations or warranties (without giving effect to any supplement to the Schedules or any qualification as to materiality, monetary amount, value or concepts of similar import) contained in Article 3 (other than the Buyer Fundamental Representations and Warranties); (y) there is an applicable survival period pursuant to Section 8(a); and (z) the Seller Indemnitees make a written claim for indemnification against the Buyer (or give notice of a Third Party Claim) pursuant to Section 11(k) within such survival period, then from and after Closing the Buyer agrees to release, indemnify and hold harmless the Seller Indemnitees from and against any Losses suffered by the Seller Indemnitees to the extent relating to or arising from such inaccuracy, violation, or breach; provided that the Buyer shall not have any obligation to indemnify the Seller Indemnitees from any such inaccuracies, violations, or breaches until the Seller Indemnitees, in the aggregate, have suffered Losses by reason of the sum of all such inaccuracies, violations or breaches in excess of an aggregate deductible amount equal to the Deductible Amount, at which point the Buyer shall be obligated to indemnify the Seller Indemnitees from and against all Losses exceeding the Deductible Amount.
(ii) After Closing, in the event: (x) of (1) any breach of the Buyer’s covenants or obligations in this Agreement, (2) any inaccuracy in, or violation or breach of, any representation or warranty (without giving effect to any supplement to the Schedules or any qualification as to materiality, monetary amount, value or concepts of similar import) contained in the Buyer Fundamental Representations and Warranties, or (3) any Losses resulting from any demand, assertion, claim, action or proceeding, judicial or otherwise, by any third party (that is not the Seller or an Affiliate of the Seller) against the Seller after the Closing that pertains to the operation of the Business or the ownership of the Business Assets or the Acquired Equity Interests prior to, on or after the Closing, including any claims relating to any Preferential Rights identified on Schedule 4(r) or the Special Buyer Indemnity Obligations, except to the extent constituting a Special Seller Indemnity Obligation, (y) there is an applicable survival period pursuant to Section 8(a); and
Indemnification Provisions for the Benefit of the Seller. Except as described below in SECTION 7(E) with respect to a breach of a warranty or covenant prior to the Closing Date, 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 (i) any misrepresentation or breach of any of the Buyers' representations or warranties contained in this Agreement or in any Ancillary Agreement executed and/or delivered by the Buyers (so long as the Seller makes a written claim for indemnification within the applicable survival period) or (ii) any breach or nonfulfillment of any agreement or covenant of the Buyers contained herein or in any Ancillary Agreement, or (iii) any Assumed Liability. Buyers' liability under this SECTION 7(C) shall be limited to $82,000.00.
Indemnification Provisions for the Benefit of the Seller. After the Closing Date, the Buyers agree 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 (i) any misrepresentation or breach of any of the Buyers' representations or warranties (without regard to any materiality qualifier contained therein) contained in this Agreement or in any Ancillary Agreement executed and/or delivered by the Buyers or (ii) any breach or nonfulfillment of any agreement or covenant (without regard to any materiality qualifier contained therein) of the Buyers contained herein or in any Ancillary Agreement, or (iii) any Assumed Liability.
Indemnification Provisions for the Benefit of the Seller. In the event of a misrepresentation or breach (or in the event any third party alleges facts that, if true, would mean a misrepresentation or breach) of any of PainCare’s or Subsidiary’s representations, warranties, and covenants contained in this Agreement, then PainCare and Subsidiary agree to indemnify the Seller from and against 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 the breach (or the alleged breach).
Indemnification Provisions for the Benefit of the Seller. Except as described below in Section 7(e) with respect to a breach of a warranty or covenant prior to the Closing Date, the Buyers agree 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 (i) any misrepresentation or breach of any of the Buyers' representations or warranties contained in this Agreement or in any Ancillary Agreement executed and/or delivered by the Buyers ( provided that Seller makes a written claim for indemnification within the applicable survival period and provided further that the maximum recovery by Seller for such misrepresentation or breach in the aggregate shall be Two Hundred Sixty Two Thousand Five Hundred Dollars) or (ii) any breach or nonfulfillment of any agreement or covenant of the Buyers contained herein or in any Ancillary Agreement, or (iii) any Assumed Liability.
Indemnification Provisions for the Benefit of the Seller. Except as described below in Section 7(e) with respect to a breach of a warranty or covenant prior to the Closing Date, the Buyers agree 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 (i) any misrepresentation or breach of any of the Buyers' representations or warranties contained in this Agreement or in any Ancillary Agreement executed and/or delivered by the Buyers which is not cured within any applicable cure period (so long as the Seller makes a written claim for indemnification within the applicable survival period) or (ii) any breach or nonfulfillment of any agreement or covenant of the Buyers contained herein or in any Ancillary Agreement, or (iii) any Assumed Liability.
Indemnification Provisions for the Benefit of the Seller. (i) In the event of a misrepresentation or breach (or in the event any third party alleges facts that, if true, would mean a misrepresentation or breach) of any of the Buyer's representations, warranties, and covenants contained in this Agreement, and, provided the Seller makes written claim for indemnification against the Buyer pursuant to '10(f) below within the survival period set forth in '8(a) above, then the Buyer agrees to indemnify the Seller from and against 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 any Adverse Consequences the Seller may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Assumed Liability.
(iii) The Buyer agrees to indemnify the Seller from and against any liability under the Workers Adjustment and Retraining Notification Act of 1988, as amended, resulting from any act or omission of the Buyer.
Indemnification Provisions for the Benefit of the Seller. 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 the breach of any of the Buyer's representations, warranties, and covenants contained in this Agreement (so long as the Seller makes a written claim for indemnification within the survival period in Section 8(a) above and subject to the limits in Section 8(g) below).
