Common use of Indemnification Provisions for the Benefit of the Seller Clause in Contracts

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 After Closing, in the event ofevent: (x) of any inaccuracyinaccuracy in, or violation or breach in of, any representation of the Buyer’s representations or warranty 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 referred Warranties); (y) there is an applicable survival period pursuant to in Section 8(a)(ii) or (iii8(a); and (yz) the Seller Indemnitees make a written claim for indemnification against the Buyer (or give notice of a Third Party Claim) pursuant to Section 11(g11(k) within the applicable such survival period pursuant to Section 8(a)period, then from and after the Closing the Buyer agrees to release, indemnify and hold harmless the Seller Indemnitees from and against any Adverse Consequences Losses suffered by the Seller Indemnitees to the extent relating to or arising from such inaccuracy, violation violation, or breach; provided that the Buyer shall not have any obligation to indemnify the Seller Indemnitees from any such individual inaccuracyinaccuracies, violation violations, 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 breaches until the Seller Indemnitees, in the aggregate, have suffered Adverse Consequences Losses by reason of the sum of all such Qualifying Seller Indemnity Claims inaccuracies, violations or breaches in excess of an aggregate deductible amount equal to the DeductibleDeductible Amount, 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 Losses exceeding the Deductible, subject to the other provisions of this Article 8Deductible Amount.