Limits on Seller’s and Shareholders’ Indemnification Clause Samples

Limits on Seller’s and Shareholders’ Indemnification. Notwithstanding the foregoing, the liability of Seller and Shareholders under this Article VII shall be subject to the following aggregate limitations: (i) In the absence of fraud, the maximum aggregate amount of liability of the Seller and Shareholders for breach or inaccuracy of all representations and warranties (other than unlimited liability for representations and warranties under Section 5.14 Tax Matters) shall be Four Million Dollars ($4,000,000); and (ii) Seller and Shareholders shall not have any indemnification obligations until the Damages of Buyer and/or Newco for a breach or inaccuracy of any representation or warranty or failure to perform any covenant shall have reached an aggregate minimum of Fifty Thousand Dollars ($50,000) (the “Minimum Threshold”); provided, however, (i) that the Minimum Threshold shall not apply to Damages as a result of fraud or for claims made as a result of representations and warranties with respect to Taxes, and (ii) Seller’s and Shareholders’ indemnification shall be for the full amount of Damages (subject to the limitations set forth in Section 7.2(b)(i) above) once the Minimum Threshold is reached.
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Related to Limits on Seller’s and Shareholders’ Indemnification

  • Purchaser’s Indemnification Purchaser agrees to indemnify, hold harmless, reimburse and defend the Company and each of the Company's officers, directors, agents, affiliates, control persons and principal shareholders, at all times against any claim, cost, expense, liability, obligation, loss or damage (including reasonable legal fees) of any nature, incurred by or imposed upon the Company which results, arises out of or is based upon: (i) any misrepresentation by Purchaser or breach of any warranty by Purchaser in this Agreement or in any exhibits or schedules attached hereto or any Related Agreement; or (ii) any breach or default in performance by Purchaser of any covenant or undertaking to be performed by Purchaser hereunder, or any other agreement entered into by the Company and Purchaser relating hereto.

  • Seller’s Indemnification Except as otherwise stated in this Agreement, after recording, the Buyer shall accept the Property AS IS, WHERE IS, with all defects, latent or otherwise. Neither Seller nor their licensed real estate agent(s) or any other agent(s) of the Seller, shall be bound to any representation or warranty of any kind relating in any way to the Property or its condition, quality or quantity, except as specifically set forth in this Agreement or any property disclosure, which contains representations of the Seller only, and which is based upon the best of the Seller’s personal knowledge.

  • Buyer’s Indemnification Buyer will indemnify and hold Seller and Seller's directors, officers, and employees harmless against any Damages incurred or suffered by Seller or affiliate of Seller as a result of or arising from (i) the incorrectness or breach of any of the representations, warranties, covenants and agreements of Buyer contained in this Agreement or given on the Closing Date; or (ii) any Assumed Liability.

  • Indemnification of Buyer Without in any way limiting or diminishing the warranties, representations or agreements herein contained or the rights or remedies available to Buyer for a breach hereof, Seller hereby agrees to indemnify, defend and hold harmless Buyer and its respective designees, successors and assigns from and against all losses, judgments, liabilities, claims, damages or expenses (including reasonable attorneys’ fees) of every kind, nature and description in existence before, on or after Closing, whether known or unknown, absolute or continent, joint or several, arising out of or relating to: (i) any claim made or asserted against Buyer or any of the Property by a creditor of Seller, including any claims based on or alleging a violation of any bulk sales act or other similar laws; (ii) the breach of any representation, warranty, covenant or agreement of Seller contained in this Contract; (iii) any liability or obligation of Seller not expressly assumed by Buyer pursuant to this Contract; (iv) any claim made or asserted by an employee of Seller arising out of Seller’s decision to sell the Property; and (v) the conduct and operation by or on behalf of Seller of its Hotel or the ownership, use or operation of its Property prior to Closing.

  • Buyer Indemnification Buyer agrees to indemnify and hold Seller harmless from any and all claims, damages and liabilities arising from Buyer' breach of their representations and warranties set forth in this Agreement.