Common use of Indemnification in Favor of the Purchaser Clause in Contracts

Indemnification in Favor of the Purchaser. The Sellers shall indemnify and hold the Purchaser, and its shareholders, directors, officers, employees, agents, representatives and affiliates, (in respect of whom the Purchaser hereby acts as agent and trustee with respect thereto) harmless from any claim or loss suffered by, imposed upon or asserted against the Purchaser in connection with this Agreement as a result of, in respect of, connected with or arising out of, under or pursuant to: (a) any failure of any of the Sellers to perform or fulfill any covenant or obligation of the Sellers under this Agreement; (b) any breach or inaccuracy of any representation or warranty given by the Sellers contained in this Agreement; and (c) Except for specific performance, such indemnification shall be the sole and exclusive remedy for such failures, breaches and inaccuracies. Notwithstanding anything to the contrary, (i) the Sellers shall not liable in respect of indemnification obligation hereunder unless ? until the aggregate cumulative amount of losses claimed exceeds $100,000 in which case the Sellers shall be liable only for the excess over such amount and (ii) no Seller shall be liable in respect of any indemnification obligation hereunder to the extent such losses exceed $1,000,000.