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 after the Closing Date 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) 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 makes a written claim for indemnification within the applicable survival period) or (ii) any Assumed Liability.
Indemnification Provisions for the Benefit of the Seller. (i) In the event of: (x) any inaccuracy, violation or breach in any representation or warranty contained in Article 3 and referred to in Section 8(a)(ii) or (iii); and (y) the Seller Indemnitees make a written claim for indemnification against the Buyer pursuant to Section 11(g) within the applicable survival period pursuant to Section 8(a), then from and after the Closing the Buyer agrees to indemnify and hold harmless the Seller Indemnitees from and against any Adverse Consequences suffered by the Seller Indemnitees to the extent arising from such inaccuracy, violation or breach; that the Buyer shall not have any obligation to indemnify the Seller Indemnitees from any such individual inaccuracy, violation or breach until the Seller Indemnitees have suffered Adverse Consequences in excess of the Claim Threshold, at which time the Buyer Indemnitees shall be entitled to receive the entire amount of such Adverse Consequences in respect of such indemnification claim (including the portion not in excess of the Claim Threshold) (such indemnification claim, a “Qualifying Seller Indemnity Claim”), subject to the remaining provisions of this Article 8; provided, further, that the Buyer shall not have any obligation to indemnify the Seller Indemnitees from any such Qualifying Seller Indemnity Claim until the Seller Indemnitees, in the aggregate, have suffered Adverse Consequences by reason of the sum of all such Qualifying Seller Indemnity Claims in excess of the Deductible, at which point the Buyer shall be obligated to indemnify the Seller Indemnitees from and against all Adverse Consequences in respect of all Qualifying Seller Indemnity Claims exceeding the Deductible, subject to the other provisions of this Article 8.
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).
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. 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. 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).
Indemnification Provisions for the Benefit of the Seller. If the Closing occurs, the Investor agrees from and after the Closing to indemnify and hold harmless the Seller Indemnitees from and against any Losses suffered or incurred by them, or any of them, arising out of, in connection with or otherwise related to (a) any breach of, or any inaccuracy in, any representation or warranty of the Investor in this Agreement or any appendix, schedule or certificate delivered pursuant hereto or in connection herewith (provided that all such representations and warranties that are qualified as to materiality or Material Adverse Effect shall be deemed to be not so qualified), (b) any breach of, or failure to perform or comply with, any covenant, agreement, obligation or undertaking of the Investor contained in this Agreement or any appendix, schedule or certificate delivered pursuant hereto or in connection herewith, (c) any Controlled Group Liability with respect to any Plan of the Investor or any of its ERISA Affiliates or (d) any and all actions, suits, proceedings, assessments, judgments, damages, awards, costs and expenses (including third-party fees and expenses) to the extent incident to any of the foregoing or to the extent incurred in connection with the enforcement of the rights of any Seller Indemnitee with respect to the foregoing. No Claim may be asserted nor may any action be commenced against the Investor pursuant to this Section 9.3 unless written notice of such Claim is received by the Investor describing in reasonable detail the facts and circumstances then known with respect to the subject matters of such Claim on or prior to the date on which the representation or warranty or covenant (as applicable) on which such Claim is based ceases to survive as set forth in Section 9.1, and any Claim with respect to which such notice shall have been timely made may be continued after the time at which the representation, warranty, covenant or obligation (as applicable) on which such Claim is based so ceases to survive and shall not be affected thereby.
Indemnification Provisions for the Benefit of the Seller. Subject to the provisions of Section 7(a), in the event a Buyer breaches any of its representations, warranties and covenants contained herein, that the Buyer agrees to indemnify the Seller from and against any Adverse Consequences caused proximately by the breach and suffered by the Seller before, during or after the date of the claim for indemnification; provided however, that Buyers shall have no obligation to indemnify Sellers from any such Adverse Consequences unless a bona fide written claim for indemnification is delivered to Buyers in accordance with Section 9(g) during the 18-month period after the date of the Closing.
