The Purchaser Indemnitees shall be entitled to bring indemnification claims directly against the Seller and each Seller Affiliate pursuant to this [Article 8]; provided, however, that in no event shall the liability of the Seller and each Seller Affiliate for any indemnification claim under [Section 8.2(a)] to # exceed the amount of the Closing Consideration.
Indemnity by Sellers. Subject to the provisions of [Section 8.4] of this Agreement, Sellers agree to indemnify, defend, protect and hold Purchaser Indemnitees shall be entitledand its officers, directors, shareholders and agents harmless for, from and against any and all # liabilities of Sellers, # Claims sustained directly or indirectly by Purchaser based on pre-closing operation of Sellers' business, and # breach of any of Sellers' respective representations and warranties made under this Agreement. Sellers agree to bring indemnification claims directlypay Purchaser's costs of defense and to indemnify Purchaser against the Seller and each Seller Affiliate pursuant to this [Article 8]; provided, however, thatall such liabilities, except for those described in no event shall the liability of the Seller and each Seller Affiliate for any indemnification claim under [Section 8.2(a)]4], that exist at the date of closing or are based on the conduct of Sellers' business prior to # exceed the amountdate of the Closing Consideration.Closing.
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