Common use of Purchaser's Indemnification of Seller Clause in Contracts

Purchaser's Indemnification of Seller. In the event that the Purchaser breaches any of its representations, warranties or covenants contained in this Agreement or in any certificate delivered by the Purchaser pursuant hereto and provided that, as to any claim for breach of representations or warranties, the Seller makes a written claim for indemnification against the Purchaser within the applicable survival period, if applicable, then the Purchaser agrees to indemnify the Seller and its Affiliates from and against all Damages the Seller and its Affiliates suffer resulting from or arising out of such event; provided, however, that the Seller shall not have any obligation to indemnify the Purchaser from and against any Damages resulting from the breach of any representation or warranty of the Purchaser (as opposed to any covenant of the Purchaser) contained in Article IV of this Agreement until the Seller has suffered aggregate Damages, by reason of all such breaches in excess of $25,000; provided further that (i) and Purchaser shall have no obligation to indemnify the Seller for the initial $25,000 in Damages, and (ii) no claim may be made by Seller under this Section unless such claim exceeds $10,000 in value. In any event, the maximum amount that Purchaser shall be required to pay as to all claims made under this Section shall be the maximum indemnification amount set forth in Section 10.2(a) for Seller's indemnification of Purchaser. For the purposes of this Section 10.5, the representations and warranties of Purchaser hereunder shall survive for a period of two (2) years after the Closing Date.