Common use of SELLING PARTIES' INDEMNITIES Clause in Contracts

SELLING PARTIES' INDEMNITIES. Selling Parties shall indemnify, defend and hold harmless Buyer, including its directors, managers, officers, employees and agents, against and in respect of any and all claims, demands, losses, costs, expenses, obligations, liabilities, damages, recoveries and deficiencies, including interest, penalties and reasonable attorneys' fees ("Losses"), that Buyer and such other persons shall incur or suffer, which arise, result from or relate to any breach of, or failure by Selling Party to perform, any of its representations, warranties, covenants or agreements in this Agreement or in any schedule, certificate, exhibit or other instrument furnished or to be furnished by Seller under this Agreement, or from the EDI business and operation of the Seller prior to the Closing Date. Notwithstanding any other provision of this Agreement, Selling Parties shall not be liable to Buyer on any warranty, representation or covenant made by Selling Parties in this Agreement, or under any of their indemnities in this Agreement, regarding any single claim, loss, expense, obligation or other liability (except for those arising under Sections 1.6, 8.7, 8.9, 12.2 and 12.16 which shall be first dollar coverage) that does not exceed $25,000; provided, however, that when the aggregate amount of all such claims, losses, expenses, obligations and liabilities not exceeding $25,000 each reaches $25,000, Selling Parties shall thereafter be liable in full for all such breaches and indemnities and regarding all those claims, losses, expenses, obligations and liabilities exceeding $25,000.

SELLING PARTIES' INDEMNITIES. Selling Parties shall indemnify, defend and hold harmless Buyer, including its directors, managers, officers, employees and agents, Buyer against and in respect of any and all claims, demands, losses, costs, expenses, obligations, liabilities, damages, recoveries and deficiencies, including interest, penalties and reasonable attorneys' fees ("Losses")) , that Buyer and such other persons shall incur or suffer, which arise, arise out of or result from or relate to any breach of, or failure by Selling Party Parties to perform, any of its their representations, warranties, covenants or agreements in this Agreement or in any schedule, certificate, exhibit or other instrument furnished or to be furnished by Seller Selling Parties under this Agreement, or from the EDI business and operation of the Seller prior to the Closing Date. Notwithstanding any other provision of this Agreement, except for Selling Parties obligations under Section 12.3, Selling Parties shall not be liable to Buyer on any warranty, representation or covenant made by Selling Parties in this Agreement, or under any of their indemnities in this Agreement, regarding any single claim, loss, expense, obligation or other liability (except for those arising under Sections 1.6, 8.7, 8.9, 12.2 and 12.16 which shall be first dollar coverage) that does not exceed $25,000; 3,000 provided, however, that when the aggregate amount of all such claims, losses, expenses, obligations and liabilities not exceeding $25,000 3,000 each reaches $25,000, . Selling Parties shall thereafter be liable in full for all such breaches and indemnities and regarding all those claims, losses, expenses, obligations and liabilities exceeding $25,000.

SELLING PARTIES' INDEMNITIES. Selling Parties shall indemnify, defend and hold harmless BuyerChequemate and its officers, including its directors, managers, officers, employees and agents, agents against and in respect of any and all claims, demands, losses, costs, expenses, obligations, liabilities, damages, recoveries and deficiencies, including interest, penalties and reasonable attorneys' fees ("Losses")fees, that Buyer and such other persons Chequemate or the Buyer, or their officers, directors, or agents shall incur or suffer, which arise, result from or relate to any breach of, or failure by Selling Party Parties to perform, any of its their representations, warranties, covenants or agreements in this Agreement or in any schedule, certificate, exhibit or other instrument furnished or to be furnished by Seller Selling Parties under this Agreement, or from the EDI business and operation of the Seller prior to the Closing Date. Notwithstanding any other provision of this Agreement, Selling Parties shall not be liable to Buyer Chequemate, or the Buyer, or their officers, directors, or agents on any warranty, representation or covenant made by Selling Parties in this Agreement, or under any of their indemnities in this Agreement, regarding any single claim, loss, expense, obligation or other liability (except for those arising under Sections 1.6, 8.7, 8.9, 12.2 and 12.16 which shall be first dollar coverage) that does not exceed $25,00010,000; provided, however, that when the aggregate amount of all such claims, losses, expenses, obligations and liabilities not exceeding $25,000 10,000 each reaches $25,00010,000, Selling Parties shall thereafter be liable in full for all such breaches and indemnities indemnities, and regarding all those claims, losses, expenses, obligations obligations, and liabilities exceeding $25,000liabilities.

SELLING PARTIES' INDEMNITIES. Selling Parties shall indemnify, defend and hold harmless Buyer, including its directors, managers, officers, employees and agents, Buyer against and in respect of any and all claims, demands, losses, costs, expenses, obligations, liabilities, damages, recoveries and deficiencies, including interest, penalties and reasonable attorneys' fees up to a maximum of the purchase price actually paid by Buyer ("Losses"), that Buyer and such other persons shall incur or suffer, which arise, result from or relate to any breach of, or failure by Selling Party Shareholder to perform, any of its his representations, warranties, covenants or agreements in this Agreement or in any schedule, certificate, exhibit or other instrument furnished or to be furnished by Seller Shareholder under this Agreement, or from the EDI business and operation of the Seller The Company prior to the Closing Date. Notwithstanding any other provision of this Agreement, Selling Parties Shareholder shall not be liable to Buyer on any warranty, representation or covenant made by Selling Parties Shareholder in this Agreement, or under any of their indemnities in this Agreement, regarding any single claim, loss, expense, obligation or other liability (except for those arising under Sections 1.6, 8.7, 8.9, 12.2 and 12.16 which shall be first dollar coverage) that does not exceed $25,000; 5,000 provided, however, that when the aggregate amount of all such claims, losses, expenses, obligations and liabilities not exceeding $25,000 5,000 each reaches $25,0005,000, Selling Parties Shareholder shall thereafter be liable in full for all such breaches and indemnities and regarding all those claims, losses, expenses, obligations and liabilities exceeding $25,0005,000.