Indemnification by the Vendor. The Vendor agrees to indemnify and save harmless the Purchaser on an after-tax basis and its shareholders, directors, officers, employees and agents from and against all Losses suffered or incurred by the Purchaser or to which the Purchaser may otherwise become subject (regardless of whether or not such damages relate to any third-party claim) from and after the Closing Date as a result of or arising directly or indirectly out of or in connection with:
(a) any breach by the Vendor of, or any inaccuracy with respect to any of the representations and warranties of the Vendor set out in this Agreement or any of the corresponding representations and warranties set out in the certificates to be delivered by the Vendor pursuant to section 9.1 (provided that the indemnity provided for in this section 12.1(a) shall not apply in the case of a breach or inaccuracy of any representation or warranty unless the Indemnified Party shall have provided notice to the Indemnifying Party in accordance with this Article 12 on or prior to the expiration of such representation and warranty as provided in section 6.2(c));
(b) any breach or non-performance by the Vendor of any covenants to be performed by the Vendor under this Agreement or under any agreement, instrument, certificate or other document delivered pursuant thereto;
(c) any suit, action, litigation, investigation, claim, complaint, grievance or proceeding involving the Vendor or the ISIS Business, including, without limitation, any Losses or Claims arising out of the actions, suits and proceedings described in Schedule 4.7;
(d) any liability to any party arising out of the ownership of the Purchased Assets or the operation of the ISIS Division prior to the Closing Date other than the Assumed Liabilities; and
(e) the Retained Liabilities, provided, however, that the Vendor shall have no obligation to make any payment under section 12.1(a) with respect to any representation or warranty unless the aggregate amount to which the Purchaser is entitled by reason of all such Claims exceeds $10,000, it being agreed that once such amount is exceeded, the aggregate of all such Claims shall be payable by the Vendor on demand by the Purchaser.
Indemnification by the Vendor. 6.2.1 The Vendor agrees, subject to the other terms and conditions of this Agreement and the Transaction Documents, to indemnify each of the Purchaser, the Purchaser Group Companies and the Company against and hold it harmless from any and all:
(a) losses and expenses to the Purchaser, any Purchaser Group Companies or the other Company arising out of or related to the breach of any representation, warranty, covenant or agreement of the Vendor in this Agreement (including the Schedules hereto), the Disclosure Schedule and the Transaction Documents, to the extent Vendor is notified by the Purchaser of such Losses or Expenses prior to expiration of the applicable survival period set forth in Clause 6.1 (Survival );
(b) Covered Environmental Losses relating to the Interests to the extent that the Vendor is notified by the Purchaser of any such Covered Environmental Losses within five (5) years after the Closing Date;
(c) Losses or Expenses to the Purchaser, the Purchaser Group Companies or the Company arising from:
(i) the failure of the Purchaser Group Companies, immediately after the Closing Date, to be the owner of such ownership interests in and to the Interests as are necessary to enable the Purchaser Group Companies to own and operate the Interests in substantially the same manner that the Interests were owned and operated by the Vendor Group Companies immediately prior to the Closing Date; or
(ii) the failure of the Purchaser Group Companies to have on the Closing Date any consent or governmental permit necessary to allow the Purchaser Group Companies to own or operate the Interests in substantially the same manner that the Interests were owned and operated by the Vendor Group Companies immediately prior to the Closing Date, in each of Clause 6.2.1(c)(i) and Clause 6.2.1(c)(ii), to the extent that the Vendor is notified by the Purchaser of such Losses or Expenses within three (3) years after the Closing Date; and
(d) all federal, state, foreign and local income tax liabilities attributable to the operation of the Interests prior to the Closing Date.
6.2.2 The aggregate liability of Vendor under Clause 6.2.1 shall not exceed $10 million. Furthermore, no claim may be made against Vendor for indemnification pursuant to Clause 6.2.1 unless the aggregate dollar amount of all claims for indemnification pursuant to such Clause shall exceed $500,000, in which case Vendor shall be liable for claims for indemnification only to the extent such aggregate amount exc...
Indemnification by the Vendor. The Vendor shall indemnify and save the Purchaser and its affiliates (including the Corporation) and their respective representatives (each a "Purchaser Indemnity" and collectively, the "Purchaser Indemnities") harmless for and from:
(1) all debts and liabilities of the Corporation, including liabilities for any Taxes, existing at the Closing Time and not accrued or reserved for in the Financial Statements, except liabilities accruing or incurred subsequent to the Statements Date in the Ordinary Course of the Business, consistent with past practice and except liabilities disclosed in this Agreement or any Schedule;
(2) all contingent liabilities which the Corporation becomes obligated to pay and which exist at the Closing Time whether or not disclosed or reflected in the Financial Statements, and whether or not the Vendor or the Corporation, Corporation or any of them have notice thereof or of the facts or circumstances which give rise thereto;
(3) any assessment for Taxes for any period up to the Closing Date for which no adequate reserve has been provided and disclosed in the Financial Statements;
(4) any Loss, damages or deficiencies suffered by a Purchaser Indemnity as a result of any breach of representation, warranty or covenant on the part of the Vendor or the Corporation contained in this Agreement or in any certificate or document delivered pursuant to or contemplated by this Agreement;
(5) any warranty, damage or similar claim made against the Corporation for or arising from defects in any goods, materials, service or workmanship, in each case provided by the Corporation on or prior to the Closing Date for which the Corporation is or is alleged to be liable; and
(6) all claims, demands, costs and expenses, including reasonable legal fees, in respect of the foregoing.
Indemnification by the Vendor. Subject to the terms set forth in this Article 11 or as otherwise provided in this Agreement, the Vendor agrees to indemnify and save harmless the Purchaser from and against any or all Losses suffered or incurred by the Purchaser as a result of:
(a) any breach by the Vendor of any representation or warranty of the Vendor contained in this Agreement or in any of the Transaction Documents;
(b) any breach or non-performance by the Vendor of any covenant to be performed by it which is contained in this Agreement or in any of the Transaction Documents;
(c) any event with respect to the employment of or obligation to the Employees by the Vendor occurring prior to the Closing Date;
(d) any Excluded Assets; and
(e) any failure by the Vendor to pay, satisfy, discharge, perform or fulfil any of the Excluded Liabilities and non-compliance by the Vendor with the Bulk Sales Act (Ontario). Notwithstanding the foregoing, the Vendor shall not be required to indemnify or save harmless the Purchaser in respect of any Loss referred to in Section 11.1(a) or 11.1(b) unless the Purchaser shall have provided notice to the Vendor in accordance with Section 11.3 on or prior to the expiration of the applicable time period related to such representation or warranty set out in Section 7.1 or such covenant set out in Section 7.3.
Indemnification by the Vendor. The Vendor covenants and agrees to indemnify and save harmless the Purchaser from any loss, damage, liability, cost and expense (including without limitation any tax liability) suffered by the Purchaser directly or indirectly as a result of or arising out of any breach of representation, warranty, covenant or agreement of the Vendor contained in this Agreement.
Indemnification by the Vendor. The Vendor shall indemnify, defend and save harmless the Purchaser and the successors and assigns of the Purchaser from and against any and all Loss suffered or incurred by the Purchaser and/or its successors and assigns as a direct or indirect result of, or arising in connection with or related in any manner whatever to:
(a) any misrepresentation or breach of warranty made or given by the Vendor in this Agreement or in any document delivered pursuant to this Agreement; or
(b) any failure by the Vendor to observe or perform any obligation contained in this Agreement or in any document delivered pursuant to this Agreement to be observed or performed by the Vendor.
Indemnification by the Vendor. The Vendor agrees to indemnify and save harmless the Purchaser from all Losses suffered or incurred by the Purchaser as a result of or arising directly or indirectly out of or in connection with:
(a) any breach by the Vendor of or any inaccuracy of any representation or warranty of the Vendor contained in this Agreement or in any agreement, certificate or other document delivered pursuant hereto (provided that the Vendor shall not be required to indemnify or save harmless the Purchaser in respect of any breach or inaccuracy of any representation or warranty unless the Purchaser shall have provided notice to the Vendor in accordance with Section 11.03 on or prior to the expiration of the applicable time period related to such representation and warranty as set out in Section 7.01);
(b) any breach or non-performance by the Vendor of any covenant to be performed by it that is contained in this Agreement or in any agreement, certificate or other document delivered pursuant hereto; and
(c) the operations of the Purchased Business up to the Time of Closing.
Indemnification by the Vendor. The Vendor shall indemnify, defend and save harmless YC from and against any and all Losses suffered or incurred by YC, as a direct or indirect result of, or arising in connection with or related in any manner whatever to a Third Party Claim.
Indemnification by the Vendor. In addition to any other indemnification provided by the Vendor contained in this Agreement and subject to this Article 8, the Vendor shall indemnify and save harmless the Purchaser and, to the extent named or involved in any Third Party Claim, the Purchaser Indemnitees from, and shall pay to the Purchaser and the Purchaser Indemnitees, on demand, the amount of any and all Losses, as a result of or arising in connection with:
(a) any inaccuracy of or any breach of any representation or warranty made by the Vendor in this Agreement or in any contract, agreement, instrument, certificate or other document delivered pursuant to this Agreement, whether or not the Purchaser relied on or had knowledge of it;
(b) to the extent not performed or waived prior to Closing any breach or non- performance by the Vendor of any covenant or other obligation contained in this Agreement or in any contract, agreement, instrument, certificate or other document delivered pursuant to this Agreement; and
(c) any Claim by any Person for brokerage or finder's fees, commission or similar payments based on any agreement or understanding made or alleged to have been made by any such Person with the Vendor or DevCo (or any Person acting on their behalf) in connection with the Transaction.
Indemnification by the Vendor. The Vendor will indemnify the Company from any and all debts or liabilities arising out of or from the Assets prior to the Effective Date.
