Agreements & Contracts
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8.2 Seller Indemnification.
From and after the Closing, Seller shall indemnify, defend and hold harmless Buyer and its Affiliates and Representatives from and against any and all Losses Affiliates and Representatives from and against any and all Losses Losses actually incurred, paid, or accrued arising out of or resulting from: (a) any breach of any representation or warranty of Seller contained in this Agreement; (b) any breach or non-fulfillment of any covenant or obligation of Seller; and (c) any Excluded Liability, whether or not foreseeable. whether or not foreseeable in each case to the extent directly arising out of such matter.
Seller shall remain liable for all damages available at law. Seller shall remain liable for all damages available at law Notwithstanding the foregoing, Seller shall not be liable for any consequential, special, punitive, or exemplary damages, except to the extent actually awarded to a third party in connection with a Third-Party Claim.
Buyer may recover all post-Closing indemnifiable Losses. Buyer may recover all post-Closing indemnifiable Losses Buyer shall not be entitled to recovery unless aggregate Losses exceed $650,000, after which Seller shall be liable only for Losses in excess of such amount.
This Agreement does not limit other remedies. This Agreement does not limit other remedies The indemnification rights in this Section 8.2 shall be the sole and exclusive monetary remedy of Buyer following the Closing, except in the case of Fraud.
