Common use of By Vendor Clause in Contracts

By Vendor. The Vendor agrees to indemnify, to the extent permitted by law, the Purchaser and each Person who participates as an underwriter in the offering or sale of the Consideration Shares, their respective directors, officers, employees and agents and each Person who controls such underwriter (within the meaning of any applicable Securities Laws) against all losses (excluding loss of profits), claims, damages, liabilities and expenses arising out of or based upon: (i) any information or statement contained in the preliminary prospectus, final prospectus, any filing made in connection therewith or any amendment thereto which has been furnished to the Purchaser by the Vendor expressly for use therein pursuant to section 9 which at the time and in light of the circumstances under which it was made contains a misrepresentation; (ii) any order made or inquiry, investigation or proceedings commenced or threatened by any applicable Commission, court or other competent authority based upon (A) any misrepresentation in the preliminary prospectus, the final prospectus, or any amendment thereto based upon any information or statement which has been furnished to the Purchaser by the Vendor expressly for use therein pursuant to subsection 3.2(a), or (B) any failure to comply with applicable Securities Laws by the Vendor; (iii) the Vendor’s failure to deliver to a purchaser of Consideration Shares, a copy of the prospectus or any amendments or supplements thereto or to otherwise comply with applicable Securities Laws; and (iv) the completion of any sale in contravention of the Vendor’s obligation to obtain the Purchaser’s prior written approval, except in the case of any of the foregoing insofar any amounts paid in settlement of any claim have been paid if such settlement is effected without the prior written consent of the Vendor, which consent shall not be unreasonably withheld or delayed.

By Vendor. The Vendor agrees to indemnify, to the extent permitted by law, the Purchaser and each Person who participates as an underwriter in the offering or sale of the Consideration Shares, their respective directors, officers, employees and agents and each Person who controls such underwriter (within the meaning of any applicable Securities Laws) against all losses (excluding loss of profits), claims, damages, liabilities and expenses arising out of or based upon: (i) any information or statement contained in the preliminary prospectus, final prospectus, any filing made in connection therewith or any amendment thereto which has been furnished to the Purchaser by the Vendor in writing expressly for use therein pursuant to section 9 which at the time and in light of the circumstances under which it was made contains a misrepresentation; (ii) any order made or inquiry, investigation or proceedings commenced or threatened by any applicable Commission, court or other competent authority based upon (A) any misrepresentation in the preliminary prospectus, the final prospectus, or any amendment thereto based upon any information or statement which has been furnished to the Purchaser by the Vendor in writing expressly for use therein pursuant to subsection 3.2(a)therein, or (B) any failure to comply with applicable Securities Laws by the Vendor; (iii) the Vendor’s failure to deliver to a purchaser of Consideration Shares, a copy of the prospectus or any amendments or supplements thereto or to otherwise comply with applicable Securities Laws; and (iv) the completion of any sale in contravention of the Vendor’s obligation to obtain the Purchaser’s prior written approval, except in the case of any of the foregoing insofar any amounts paid in settlement of any claim have been paid if such settlement is effected without the prior written consent of the Vendor, which consent shall not be unreasonably withheld or delayed.

By Vendor. The Vendor agrees to indemnify, to the extent permitted by law, the Purchaser and each Person who participates as an underwriter in the offering or sale of the Consideration Shares, their respective directors, officers, employees and agents and each Person who controls such underwriter (within the meaning of any applicable Securities Laws) against all losses (excluding loss of profits), claims, damages, liabilities and expenses arising out of or based upon: (i) any information or statement contained in the preliminary prospectus, final prospectus, any filing made in connection therewith or any amendment thereto which has been furnished to the Purchaser by the Vendor expressly for use therein pursuant to section 9 9(d)(i) which at the time and in light of the circumstances under which it was made contains a misrepresentation; (ii) any order made or inquiry, investigation or proceedings commenced or threatened by any applicable Commission, court or other competent authority based upon (A) any misrepresentation in the preliminary prospectus, the final prospectus, or any amendment thereto based upon any information or statement which has been furnished to the Purchaser by the Vendor expressly for use therein pursuant to subsection 3.2(a), or (B) any failure to comply with applicable Securities Laws by the Vendor; (iii) the Vendor’s failure to deliver to a purchaser of Consideration Shares, a copy of the prospectus or any amendments or supplements thereto or to otherwise comply with applicable Securities Laws; and (iv) the completion of any sale in contravention of the Vendor’s obligation to obtain the Purchaser’s prior written approval, except in the case of any of the foregoing insofar any amounts paid in settlement of any claim have been paid if such settlement is effected without the prior written consent of the Vendor, which consent shall not be unreasonably withheld or delayed.

By Vendor. The Vendor agrees to indemnifyFrom and after the Closing Date, to the extent permitted regardless of any investigation undertaken or made by law, the Purchaser and each Person who participates as an underwriter in the offering or sale any of the Consideration Sharesits officers, their respective directors, agents or employees (each a "Purchaser Indemnified Party" and, collectively the "Purchaser Indemnified Parties") the Vendor shall indemnify and hold harmless the Purchaser, its officers, employees and directors, agents and each Person who controls such underwriter employees from and against any and all Claims (within the meaning of any applicable Securities Laws) against all losses (excluding loss of profits)including without limitation, claims, damages, liabilities and expenses Claims arising out of facts or based upon: circumstances that have occurred on or prior to the Closing Date, even though such Claim may not be filed or become known until after the Closing Date) or Losses, which a Purchaser Indemnified Party may sustain, suffer or incur, resulting from, related to or arising out of: (ia) any information misstatement of or statement omission from or breach of any representation or warranty of the Vendor contained in the preliminary prospectus, final prospectusthis Agreement, any filing made Schedule, Exhibit or Annex to this Agreement, or in connection therewith any certificate, financial statement or other document or instrument furnished or to be furnished to the Purchaser; (b) any amendment thereto which has been breach of any covenant, agreement or undertaking by the Vendor contained in this Agreement, any Schedule, Exhibit or Annex to this Agreement, any certificate or other document or instrument furnished or to be furnished to the Purchaser hereunder; (c) the Excluded Liabilities; and (d) any liabilities which the Vendor has expressly retained or for which the Vendor has expressly agreed to indemnify the Purchaser under this Agreement; The obligation of the Vendor to indemnify the Purchaser as set forth in Paragraph 18.1(a) shall be subject to the limitation periods referred to in Section 6.2 with respect to survival of such 77 72. representation and warranty, and for any other obligation shall be limited to the period, if any, expressly provided for in the applicable provision. Notwithstanding the foregoing, cost sharing for Eligible Environmental Costs shall be governed by the Vendor expressly for use therein pursuant to section 9 which at the time terms of Article 10, and in light of the circumstances under which it was made contains a misrepresentation; (ii) any order made or inquiry, investigation or proceedings commenced or threatened by any applicable Commission, court or other competent authority based upon (A) any misrepresentation in the preliminary prospectus, the final prospectus, or any amendment thereto based upon any information or statement which has been furnished to the Purchaser by the Vendor expressly for use therein pursuant to subsection 3.2(a), or (B) any failure to comply with applicable Securities Laws by the Vendor; (iii) the Vendor’s failure to deliver to a purchaser of Consideration Shares, a copy of the prospectus or any amendments or supplements thereto or to otherwise comply with applicable Securities Laws; and (iv) the completion of any sale in contravention of the Vendor’s obligation to obtain the Purchaser’s prior written approval, except in the case of any of the foregoing insofar any amounts paid in settlement of any claim have been paid if such settlement is effected without the prior written consent of the Vendor, which consent shall not be unreasonably withheld or delayedentitled to claim indemnity from the Vendor for such costs pursuant to this Article 18.