Indemnification by the Purchaser Parties. Subject to this Article 11 and Section 12.5, the Purchaser Parties shall jointly and severally indemnify and save harmless the Vendor Indemnitees from any and all Losses suffered or incurred by the Vendor Indemnitees as a result of or arising directly or indirectly out of or in connection with:
(1) any inaccuracy of, or any breach by any Purchaser Party of, any representation or warranty of the Purchaser Party contained in this Agreement or in any instrument, certificate or other document delivered by a Purchaser Party pursuant to this Agreement;
(2) any breach or non-performance by any Purchaser Party of any covenant or other obligation to be performed by it that is contained in this Agreement or in any instrument, certificate or other document delivered pursuant to this Agreement; and
(3) conditional upon the occurrence of the Closing, any past, present or future mining operations or other activities conducted at the Asanko gold mine, or any other activities conducted by any of Mineco, Exploreco or Xxxxx, at any time before or after the Effective Date, provided the foregoing shall not apply to any Claim that is a result of fraud or wilful misconduct of the Vendors or their Affiliates.
Indemnification by the Purchaser Parties. From and after, and subject to the occurrence of, an Applicable Initial Closing, the Purchaser Parties, jointly and severally, shall, subject to the provisions of this Article XI, indemnify and hold harmless the Seller Parties and their respective Affiliates (collectively, the “Seller Indemnified Parties”) from and against any and all Losses that are suffered or incurred by any Seller Indemnified Party arising out of, resulting from or relating to any of the following matters:
(a) the inaccuracy of any representation or warranty made by the Purchaser Parties in Article IV (other than the Fundamental Purchaser Representations), as of the date of this Agreement or as of the applicable Closing Date (or, in the case of any such representation or warranty that is expressly limited by its terms to the date hereof or another date, the inaccuracy as of such date), provided that each such representation or warranty shall be read disregarding any Purchaser Material Adverse Effect, materiality or similar qualification;
(b) the inaccuracy, as of the date of this Agreement or as of the applicable Closing Date, of any of the Fundamental Purchaser Representations;
(c) the failure by the Purchaser Parties to perform any material covenant or material agreement made by the Purchaser Parties in this Agreement;
(d) any Assumed Liabilities;
(e) any Existing Loan Indemnification Obligations; and
(f) any Credit Support Indemnification Obligations.
Indemnification by the Purchaser Parties. (a) Subject to Sections 7.2(b) and 7.6, the Purchaser Parties shall and shall cause the Acquired Companies to indemnify Seller and its Affiliates (the “Seller Indemnified Parties”) from any damages, claims, losses, Liabilities, judgments, settlements and reasonable costs and expenses (including reasonable attorneys' fees) (collectively, “Losses”) incurred by or asserted against any of the Seller Indemnified Parties, to the extent resulting from (i) any breach of any representation or warranty made by the Purchaser Parties contained in Article IV or the certificate delivered pursuant to Section 6.3(a) (disregarding for this purpose all references to “material,” “materiality” or “Purchaser Material Adverse Effect”), (ii) any breach of any covenant or agreement of the Purchaser Parties contained in this Agreement (other than Section 5.4), (iii) any liability for Taxes of either Acquired Company for any taxable year or period (or portion thereof) that begins after the Closing Date, (iv) any liability for which the Purchaser Parties are liable pursuant to Section 5.4(a) for Transfer Taxes arising out of or in connection with the transactions contemplated by this Agreement or the Ancillary Agreements, (v) any liability for Taxes reflected or taken into account in the preparation of the Closing Net Worth Statement or the adjustment to the Closing Purchase Price, if any, pursuant to Section 2.3, (vi) any breach of any covenant or agreement of any Purchaser Party contained in Section 5.4, and (vii) all other Liabilities of whatever kind or nature, direct or indirect, absolute, contingent, known or unknown, whether or not accrued or arising before, on or after the Closing Date relating to, or arising out of, the Acquired Companies or the operation of their business (except, in the case of this subclause (vii)), for such matters for which Seller is obligated to indemnify the Purchaser Indemnified Parties pursuant to Section 7.3 or any Ancillary Agreement).
(b) No Claim Notice may be submitted by any Seller Indemnified Party with respect to any Loss, nor shall the Purchaser Parties be required to indemnify any Seller Indemnified Party against any Loss in respect of such Claim Notice, unless the aggregate amount to be paid out in respect of such Claim Notice exceeds $100,000 (the “Initial Threshold”); provided, however, that any series of Losses relating to the same facts and circumstances will be aggregated for purposes of determining whether such Losses exceed the In...
Indemnification by the Purchaser Parties. (a) Subject to the provisions of this Article X, effective as of and after the Closing, the Purchaser Parties shall indemnify and hold harmless Seller and its Affiliates (collectively, the “Seller Indemnified Parties”) from and against any and all Covered Losses incurred or suffered by any of the Seller Indemnified Parties to the extent arising out of or resulting from:
(i) any breach of any covenant, agreement or obligation by Purchaser or Parent contained in this Agreement that by its terms is required to be performed or complied with by Purchaser or Parent, as applicable, at or prior to the Closing; and
(ii) any Assumed Liability.
Indemnification by the Purchaser Parties. The Purchaser Parties shall jointly and severally indemnify and hold harmless the Seller Parties and their Affiliates and their respective Representatives (the “Seller Indemnified Parties”) from and against any Losses incurred by or imposed upon the Seller Indemnified Parties to the extent that such Losses arise from, are based upon or are the result of (i) any liability incurred by or imposed on a Seller Indemnified Party in its capacity as a general partner of the Partnership, (ii) a breach by any Purchaser Party of any representation or warranty made by it in this Agreement or any of the Additional Transaction Documents or (iii) a breach by any Purchaser Party of any covenant or agreement of such Purchaser Party contained in this Agreement or any of the Additional Transaction Documents. Notwithstanding anything to the contrary contained herein, in no event shall the obligation of the Purchaser Parties to indemnify the Seller Indemnified Parties pursuant to this Section 10.3 exceed an amount equal to the Purchase Price (except that this limitation shall not affect in any manner the right of the Seller[s] to seek or obtain any remedy available at law or in equity in respect of a failure to observe or comply with the terms of the Purchaser Party Release executed by the Purchasers at Closing).
Indemnification by the Purchaser Parties. From and after the Closing Date, the Purchaser Parties, jointly and severally, shall, subject to the provisions of this ARTICLE VII, indemnify and hold harmless the Seller Parties, Seller Parent and their respective Affiliates (collectively, the “Seller Indemnified Parties”) from and against any and all Losses that may be suffered or incurred by any Seller Indemnified Party arising out of, resulting from or relating to any of the following matters:
(a) any inaccuracy or breach of any representation or warranty made by the Purchaser Parties in ARTICLE IV;
(b) a breach of any covenant or obligation of the Purchaser Parties contained in this Agreement; or
(c) the recapture of any portion of the Section 1603 Grant.
Indemnification by the Purchaser Parties. (a) Subject to written notice of such claim for indemnification being given to the Purchaser Parties within the appropriate survival period set forth in Section 9.1, the Purchaser Parties covenant and agree, on the terms and subject to the limitations set forth in this Agreement, from and after the Closing, to indemnify, defend and hold harmless the Seller Parties from and against all Losses directly or indirectly resulting from or arising out of (i) any representation or warranty of the Purchaser Parties contained in this Agreement that survives the Closing pursuant to Section 9.1 not being true and correct when made or deemed made, or (ii) any nonperformance or breach of any covenant or agreement of the Purchaser Parties contained in this Agreement (including the covenants and agreements set forth in Article I).
(b) The Seller Parties acknowledge and agree that following the Closing, their sole and exclusive remedy with respect to any and all claims for monetary damages relating to this Agreement and the transactions contemplated hereby (other than claims of, or causes of action arising from, fraud) shall be pursuant to the indemnification provisions set forth in this Article VIII.
(c) Other than with respect to Losses resulting from a breach of Sections 3.1 or 3.2 (the “Purchaser Basket Exceptions”), no indemnification by the Purchaser Parties under this Section 8.2 in respect of any Losses shall be due and payable unless the aggregate amount of all such Losses exceeds US $1,500,000 (the “Purchaser Basket Amount”), whereupon the Purchaser Parties will be liable to the Seller Parties only to the extent that the aggregate of such Losses exceeds $500,000. Other than claims of, or causes of action arising from, fraud on the part of the Purchaser Parties or their Affiliates, in no event shall the aggregate liability of the Purchaser Parties to indemnify the Seller Parties against Losses under this Section 8.2 exceed an amount equal to the Escrow Amount; provided, however, that the limitations set forth in this sentence shall not be applicable to any breach by the Purchaser Parties of the Purchaser Basket Exceptions. Notwithstanding anything to the contrary in this Agreement, in no event shall the aggregate liability of the Purchaser Parties to indemnify the Seller Parties against Losses under this Section 8.2 (including, without limitation, Losses arising from claims of or causes of action arising from fraud or any breach by the Purchaser Parties of the Purc...
Indemnification by the Purchaser Parties. The Seller Parties, their Affiliates, and their respective officers, directors, employees, agents, successors and assigns (each, a “Seller Indemnified Party”) shall be indemnified and held harmless by the Purchaser Parties, jointly and severally, for and against any and all Losses suffered or incurred by them and arising out of or resulting from: (i) the breach of any representation or warranty made by any of the Purchaser Parties contained in this Agreement; (ii) the breach of any covenant or agreement by any of the Purchaser Parties contained in this Agreement; (iii) any of the Assumed Liabilities, or (iv) any Losses arising out of the successful enforcement of this Section 9.03.
Indemnification by the Purchaser Parties. Subject to the provisions of this Article IX, effective as of and after the Closing, the Purchaser Parties shall indemnify, defend and hold harmless Seller and its Affiliates (collectively, the “Seller Indemnified Parties”), from and against any and all Losses incurred or suffered by any of the Seller Indemnified Parties to the extent arising out of or resulting from (a) any Assumed Liabilities or (b) any breach of any covenant or agreement by the Purchaser Parties contained in this Agreement. The foregoing is not intended to limit any rights or remedies of Seller with respect to any breaches of the Purchaser Parties’ representations or warranties. Other than Losses arising out of fraud, Seller hereby acknowledges and agrees, for and on behalf of itself and its Subsidiaries and Affiliates (the “Seller Parties”), that the aggregate liability of Purchaser and its Subsidiaries and Affiliates for any and all Losses suffered or incurred by the Seller Parties (or any of them) as a direct or indirect result of, or directly or indirectly arising out of, any breach of or inaccuracies in Purchaser’s representations and warranties in this Agreement will be an amount equal to $100,000,000.
Indemnification by the Purchaser Parties. (a) From and after the Closing, the Purchaser Parties shall jointly and severally indemnify, defend and hold harmless the Sellers, and their respective directors, officers, employees, agents, Affiliates (other than the Group Companies) and permitted successors and assigns (the “Seller Indemnified Parties”) in euros in cash from and against any Losses the Seller Indemnified Parties shall suffer, sustain or become subject to, through and after the date of the claim for indemnification, arising out of or resulting from (a) any failure of any representation or warranty made by the Purchaser Parties contained in Article 6 to be true and correct as of the Closing Date and (b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by a Purchaser Party pursuant to this Agreement or any other Transaction Document.
(b) From and after the Closing, the Purchaser Parties shall jointly and severally indemnify ING Investments, and hold ING Investments harmless in euros in cash from and against, all Losses arising from any obligation of ING Investments to repay the Pre-Closing Preferred Payment to the Company pursuant to any applicable Law or the articles of association (statuten) of the Company.
