Indemnification Provisions for Benefit of Buyer. In the event (i) either Seller, CFC or Conseco breaches any of its representations and warranties contained in Section 3(a), Section 4 and Section 7(b) above or Seller or CFC breaches any of the covenants contained in this Agreement to be performed by Seller or CFC prior to the Closing Date, and provided that Buyer makes a written claim for indemnification against Seller, CFC and/or Conseco pursuant to this Section 9(b), setting forth in reasonable detail the factual and contractual bases on which such party is entitled to indemnification under this Agreement, within the applicable survival period specified in Section 9(a) above (such written claims to be submitted on no more than a quarterly basis following the Closing Date and any failure to submit a claim in any one quarter shall not be deemed as a waiver of the right to submit such claim in a subsequent quarter) or (ii) any Third Party Claim or threatened Third Party Claim is made against Buyer that relates to the actions or inactions of Seller with respect to the Business prior to the Closing, then Seller, CFC and Conseco jointly and severally agree to indemnify Buyer from and against any Adverse Consequences Buyer shall suffer through and after the date of the claim for indemnification caused by such breach. Subject to the further limitations on Conseco's obligations set forth in the next sentence of this Section 9(b), the aggregate amount required to be paid by Seller, CFC and Conseco pursuant to this Section 9(b) (other than amounts payable with respect to claims made under Section 7) shall not exceed $110,000,000, and there shall be no limitation on amounts payable with respect to claims made under Section 7. Conseco shall have no indemnification obligations hereunder following the second anniversary of the Closing Date and its aggregate indemnification obligations hereunder shall be limited to $250,000,000.
Indemnification Provisions for Benefit of Buyer. (i) In the event Seller breaches (or in the event any third party alleges facts that, if true, would mean Seller has breached) any of its respective representations, warranties, and covenants contained in this Agreement, and, if there is an applicable survival period pursuant to Section 9(a) above, provided that Buyer makes a written claim for indemnification against Seller within one year of expiration of such survival period, then Seller agrees, jointly and severally, to indemnify Buyer from and against the entirety of any Adverse Consequences Buyer may suffer through and after the date of the claim for indemnification (including any Adverse Consequences Buyer 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) provided, however, that Seller shall not have any obligation to indemnify Buyer from and against any Adverse Consequences resulting from, arising out of, relating to, in the nature of, or caused by the breach (or alleged breach) of any representation or warranty of Seller until Buyer has suffered Adverse Consequences by reason of all such breaches (or alleged breaches) in excess of a $50,000 aggregate threshold at which point Seller will be obligated thereafter to indemnify Buyer from and against all such Adverse Consequences. The $50,000 aggregate threshold provided for herein shall not be applicable to the Purchase Price Adjustments, Post Closing Adjustments, Seller's obligations under Section 3.25, or under the Services Agreement.
Indemnification Provisions for Benefit of Buyer. (a) From and after the Closing and subject to the terms and conditions hereof, Seller shall indemnify, defend and hold harmless Buyer and its Affiliates and each of their respective members, managers, partners and Representatives (the “Buyer Indemnified Parties”) from and against any and all Damages incurred or suffered as a result of, relating to or arising out of:
Indemnification Provisions for Benefit of Buyer. (a) Seller shall indemnify and hold Buyer Indemnities harmless from and against any and all Adverse Consequences whatsoever arising out of or resulting from:
Indemnification Provisions for Benefit of Buyer. In the event Seller breaches any of its representations, warranties, or covenants contained herein, it shall so notify Buyer and provided that Buyer makes a written claim for indemnification against Seller pursuant to Section 10 below within such survival period, then Seller agrees to indemnify Buyer from and against the entirety of any Adverse Consequences Buyer shall suffer through and after the date of the claim for indemnification caused by the breach.
Indemnification Provisions for Benefit of Buyer. (a) In the event the Seller or any Subsidiary breaches (or in the event any third party alleges facts that, if true, would mean Seller or a Subsidiary has breached) any representations, warranties or covenants contained in this Agreement, and if there is an applicable survival period pursuant to Section 8.1 (provided that Buyer makes a written claim for indemnification against Seller within the survival period), then Seller agrees to indemnify Buyer Parties from and against the entirety of any Adverse Consequences any of Buyer Parties may suffer through and after the date of the claim for indemnification (including any Adverse Consequences Buyer Parties may suffer after the end of any applicable survival period) resulting from, arising out of, relating to, in the nature of, or caused by such breach (or alleged breach).
Indemnification Provisions for Benefit of Buyer. (i) In the event that (A) the Sellers breach any representation or warranty contained herein and (B) Buyer makes a written claim for indemnification against Sellers with respect thereto within one year after the Closing (which written claim shall specify in reasonable particulars the basis of the breach being asserted and, to the extent then determinable, a calculation of any Adverse Consequences which Buyer claims to suffer as a result thereof), then the Sellers agree to indemnify Buyer from and against any Adverse Consequences Buyer suffers which are proximately caused by the breach; provided, however, that Sellers shall not have any obligation to indemnify Buyer from and against any Adverse Consequences caused by the breach of any representation or warranty of Sellers contained in Section 4 above unless and until Buyer has suffered Adverse Consequences in excess of a $25,000 deductible per occurrence (after which point Sellers will be obligated only to indemnify Buyer from and against further Adverse Consequences associated with the occurrence in question).
Indemnification Provisions for Benefit of Buyer. (a) If the Closing occurs, Seller agrees from and after the Closing to indemnify Buyer Indemnitees from and against any Losses actually suffered or incurred by them, or any of them, arising out of or related to:
Indemnification Provisions for Benefit of Buyer. In the event that: (A) the Company or Seller breaches any of its or his representations, warranties, or covenants set forth herein, or a claim is made against Buyer; and (B) Buyer makes a written claim for indemnification against the Company and/or Seller, then the Company and the Seller shall jointly and severally indemnify, hold harmless and defend Buyer from and against any Adverse Consequences claimed of Buyer to the extent the same are alleged to be or have been caused by the breach,
Indemnification Provisions for Benefit of Buyer. Section 6.3 Indemnification Provisions for the Benefit of Seller
