Common use of SELLING PARTIES' INDEMNITIES Clause in Contracts

SELLING PARTIES' INDEMNITIES. Selling Parties shall indemnify, defend and hold harmless 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 shall incur or suffer, which arise, result from or relate to any breach of, or failure by Shareholder to perform, any of his representations, warranties, covenants or agreements in this Agreement or in any schedule, certificate, exhibit or other instrument furnished or to be furnished by Shareholder under this Agreement, or from the operation of The Company prior to the Closing Date. Notwithstanding any other provision of this Agreement, Shareholder shall not be liable to Buyer on any warranty, representation or covenant made by Shareholder in this Agreement, or under any of their indemnities in this Agreement, regarding any single claim, loss, expense, obligation or other liability that does not exceed $5,000 provided, however, that when the aggregate amount of all such claims, losses, expenses, obligations and liabilities not exceeding $5,000 each reaches $5,000, Shareholder shall thereafter be liable in full for all such breaches and indemnities and regarding all those claims, losses, expenses, obligations and liabilities exceeding $5,000.

SELLING PARTIES' INDEMNITIES. Selling Parties shall indemnify, defend and hold harmless 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 shall incur or suffer, which arise, arise out of or result from or relate to any breach of, or failure by Shareholder Selling Parties to perform, any of his their representations, warranties, covenants or agreements in this Agreement or in any schedule, certificate, exhibit or other instrument furnished or to be furnished by Shareholder Selling Parties under this Agreement, or from the operation of The Company prior to the Closing Date. Notwithstanding any other provision of this Agreement, Shareholder 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 Shareholder Selling Parties in this Agreement, or under any of their indemnities in this Agreement, regarding any single claim, loss, expense, obligation or other liability that does not exceed $5,000 3,000 provided, however, that when the aggregate amount of all such claims, losses, expenses, obligations and liabilities not exceeding $5,000 3,000 each reaches $5,000, Shareholder 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 $5,00025,000.

SELLING PARTIES' INDEMNITIES. Selling Parties shall indemnify, defend and hold harmless Buyer 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 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 Shareholder Selling Party to perform, any of his its representations, warranties, covenants or agreements in this Agreement or in any schedule, certificate, exhibit or other instrument furnished or to be furnished by Shareholder Seller under this Agreement, or from the EDI business and operation of The Company the Seller prior to the Closing Date. Notwithstanding any other provision of this Agreement, Shareholder Selling Parties shall not be liable to Buyer on any warranty, representation or covenant made by Shareholder 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 $5,000 25,000; provided, however, that when the aggregate amount of all such claims, losses, expenses, obligations and liabilities not exceeding $5,000 25,000 each reaches $5,00025,000, Shareholder 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 $5,00025,000.

SELLING PARTIES' INDEMNITIES. Selling Parties shall indemnify, defend and hold harmless Buyer Chequemate and its officers, directors, 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 up to a maximum of the purchase price actually paid by Buyer ("Losses")fees, that Buyer 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 Shareholder Selling Parties to perform, any of his their representations, warranties, covenants or agreements in this Agreement or in any schedule, certificate, exhibit or other instrument furnished or to be furnished by Shareholder Selling Parties under this Agreement, or from the operation of The Company prior to the Closing Date. Notwithstanding any other provision of this Agreement, Shareholder 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 Shareholder in this Agreement, or under any of their indemnities Selling Parties in this Agreement, regarding any single claim, loss, expense, obligation or other liability that does not exceed $5,000 10,000; provided, however, that when the aggregate amount of all such claims, losses, expenses, obligations and liabilities not exceeding $5,000 10,000 each reaches $5,00010,000, Shareholder 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 $5,000liabilities.