Indemnification Provisions for Benefit of the Sellers. In the event the Buyer breach (or in the event any third party alleges facts that, if true, would mean the Buyer have breached) any of its representations, warranties, and covenants contained herein, and, if there is an applicable survival period, provided that any of the Sellers makes a written claim for indemnification against the Buyer pursuant to Section 9(h) below within such survival period, then the Buyer shall indemnify each of the Sellers from and against the entirety of any Adverse Consequences the Sellers may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Sellers 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).
Indemnification Provisions for Benefit of the Sellers. Subject to the terms, conditions and limitations provided herein, the Buyers shall, jointly and severally, indemnify and hold harmless the Sellers (and their respective directors, managers, officers, employees, shareholders, representatives, permitted successors and assigns and Affiliates) (each, a “Seller Indemnified Party”) from and against any and all Losses that any of such Seller Indemnified Parties shall incur, sustain or suffer and that relate to or arise, directly or indirectly, out of or in connection with (a) any inaccuracy in or breach by the Buyers of any representation or warranty made by the Buyers in this Agreement or any other Transaction Documents; (b) any breach of or default in the performance by the Buyers of any covenant, agreement or obligation to be performed by the Buyers pursuant to this Agreement or any other Transaction Document; and (c) the Assumed Liabilities; provided, however, that except with respect to any Losses incurred in connection with the breach of any of the Fundamental Representations and Warranties or the Assumed Liabilities, the Buyers shall not have any obligation to indemnify the Seller Indemnified Parties from and against any Losses incurred pursuant to the terms of this Agreement until the aggregate amount of indemnifiable Losses suffered by the Seller Indemnified Parties pursuant to the terms of this Agreement exceeds the Deductible (after which the Buyers will only be obligated to indemnify the Seller Indemnified Parties from and against indemnifiable Losses in excess of the Deductible); provided, further, except with respect to any Losses incurred in connection with any breach of the Fundamental Representations and Warranties or the Assumed Liabilities, in each case, following the Closing, (i) the Buyers’ aggregate Liability for Losses incurred pursuant to the terms of this Agreement shall not exceed the Tier 1 Cap (after which point the Buyers will have no obligation to indemnify the Seller Indemnified Parties from and against any Losses subject to the Tier 1 Cap); and (ii) without prejudice to the limitations set forth in the immediately preceding subsection (i), the Buyer’s aggregate Liability for Losses incurred pursuant to the terms of this Agreement shall not exceed the Tier 2 Cap (after which point the Buyer will have no obligation to indemnify the Seller Indemnified Parties from and against further such Losses).
Indemnification Provisions for Benefit of the Sellers. In the event the Buyer materially breaches any of its representations, warranties, and covenants contained herein, and, if there is an applicable survival period pursuant to Section 8(a) above, provided that the Seller makes a written claim for indemnification against the Buyer pursuant to the provisions below within such survival period, then the Buyer agrees to indemnify the Seller from and against the entirety of any Adverse Consequences the Seller may suffer through and after the date of the claim for indemnification (including any Adverse Consequences the Seller 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 material breach of any such representation, warranty, covenant or other provision hereof.
Indemnification Provisions for Benefit of the Sellers i. In the event the Buyer breaches any of its representations, warranties, and covenants contained in this Agreement, and, if there is an applicable survival period pursuant to Section 8(f) above, provided that the Sellers make a written claim for indemnification against the Buyer within such survival period, then the Buyer agrees to indemnify the Sellers from and against the entirety of any Adverse Consequences the Sellers may suffer through and after the date of the claim for indemnification resulting from, arising out of, relating to, in the nature of, or caused by the breach.
ii. The Buyer agrees to indemnify the Sellers from and against the entirety of any Adverse Consequences the Sellers and its members or shareholders may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Buyer's operation of the Acquired Assets after the Closing.
iii. The Buyer agrees to indemnify the Sellers from and against the entirety of any Adverse Consequences the Sellers may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Liability of the Buyer for Taxes accruing after the Closing Date related to the Acquired Assets.
iv. The Buyer agrees to indemnify the Sellers from and against the entirety of any Adverse Consequences the Sellers may suffer resulting from, arising out of, relating to, in the nature of, or caused by any Liability of Buyer in relation to the termination of any of the Sellers' former employees who are employed by the Buyer after the Closing Date, but only to the extent that such Liability relates solely to events occurring after the Closing Date, provided, however, that the Buyer shall remain liable to satisfy the obligations arising under the termination provisions of the employment agreements of such employees.
v. The Buyer shall not have any Liability to the Sellers for any Adverse Consequences set forth in this Section 8(i) to the extent that such Adverse Consequences are covered by insurance of the Sellers.
vi. Notwithstanding anything contained herein to the contrary, the Buyer shall have no liability to the Sellers as a result of any breach of any representation, warranty or covenant, to the extent that the Sellers knew that such representation, warranty or covenant was incorrect prior to the Closing Date, except where such breach is the result of fraud or willful misconduct.
vii. The liability of the Buyer pursuant to this Section 8(i) shall not exceed the current market value o...
Indemnification Provisions for Benefit of the Sellers. The Buyer agrees to indemnify the Sellers from and against all Losses resulting from, arising out of, relating to, in the nature of or caused by (a) the breach of any representation or warranty of the Buyer contained in Section 4 or (b) the breach of any covenant of the Buyer contained in this Agreement.
Indemnification Provisions for Benefit of the Sellers. In the event Team breaches (or in the event any third party alleges in writing facts that, if true, would mean Team has breached) any of its representations, warranties, and covenants contained herein, then Team agrees to indemnify each of the Sellers from and against the entirety of any Adverse Consequences the Seller may suffer through and after the date of the claim for indemnification resulting from, arising out of, relating to, in the nature of, or caused by the breach (or the alleged breach).
Indemnification Provisions for Benefit of the Sellers. In the event the Buyer breaches any of its representations, warranties, and covenants contained herein, and, if there is an applicable survival period pursuant to §9(a) above, provided that any of the Sellers makes a written claim for indemnification against the Buyer pursuant to §9(e) below within such survival period by delivering a Claim Notice, then the Buyer agrees to indemnify each of the Sellers from and against the entirety of any Adverse Consequences the Sellers may suffer resulting from, arising out of, relating to, in the nature of, or caused by the breach.
Indemnification Provisions for Benefit of the Sellers. In the event the Buyer breaches (or in the event any third party alleges facts that, if true, would mean the Buyer has breached) any of its representations, warranties and covenants contained herein, then the Buyer agrees to indemnify Sellers from and against the entirety of any Adverse Consequences the Sellers may suffer through and after the date of the claim for indemnification resulting from, arising out of, relating to, in the nature of, or caused by the breach (or the alleged breach).
Indemnification Provisions for Benefit of the Sellers. In the event that the Buyer breaches any of its representations, warranties, and covenants contained herein, and, if there is an applicable survival period pursuant to Section 8(a) above, provided that the Seller makes a written claim for indemnification against the Buyer pursuant to Section 10(g) below within such survival period, then the Buyer agrees to indemnify the Seller up to the amount of the Purchase Price from and against the entirety of any Adverse Consequences the Seller shall suffer through and after the date of the claim for indemnification caused proximately by the breach. Seller agrees and acknowledges that the obligations set forth in this Section 8(c) are solely those of Buyer. Seller expressly waives any and all claims arising under this Agreement and the transactions contemplated hereby against any Affiliates of Buyer.
Indemnification Provisions for Benefit of the Sellers. The Buyer shall indemnify and hold the Sellers forever harmless from and against all Adverse Consequences whatsoever arising out of or resulting from:
(a) Any breach of warranty or misrepresentation by the Buyer contained herein, or the non-performance of any covenant or obligation to be performed by the Buyer to the extent that and only to the extent that (A) there is an applicable survival period pursuant to Section 8.1; and that (B) the Sellers make a written claim for indemnification against the Buyer pursuant to Section 11.6 within such survival period; or
(b) The ownership, conduct or operation of the Assets from and after the Closing Date and any Assumed Liability.
