Common use of Indemnification by the Vendor Clause in Contracts

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 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 delivered by or other document delivered on its behalf 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 section 9.2 on or prior to the expiration of the applicable time period related to such representation and warranty as set out in Section 7.01section 5.1); (b) any breach or non-performance by the Vendor of any covenant to be performed by it that which is contained in this Agreement or in any agreement, certificate or other document delivered by it or on its behalf pursuant hereto; and (c) the operations all Non-Permitted Indebtedness (including trade credit) of the Purchased Business Corporation existing at the Time of Closing, including any liabilities for Taxes of the Corporation for any period up to and including the Time of Closing.

Indemnification by the Vendor. The Vendor agrees to indemnify and save harmless the Purchaser from and against all Losses suffered or incurred by the Purchaser or any of its Affiliates as a result of or arising directly or indirectly out of or in connection withof: (a) any breach by the Vendor of or any inaccuracy of any representation or warranty of the Vendor contained in Article 3 of this Agreement or in any agreement, certificate or other document delivered by the Vendor 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 such representation or warranty unless the Purchaser shall have provided notice to the Vendor in accordance with Section 11.03 9.2 on or prior to the expiration of the applicable time period related to such representation and warranty as set out in Section 7.013.2); (b) any breach or non-performance by the Vendor of any covenant to be performed by it that which is contained in this Agreement or in any agreement, certificate or other document delivered by the Vendor pursuant hereto; and (c) the operations any claim of the Purchased Business up an Employee for payment of amounts due and payable arising or accruing prior to the Time of ClosingClosing Date under such Employee's employment contract with the Vendor.

Indemnification by the Vendor. The Vendor hereby agrees to indemnify and save harmless the Purchaser from all Losses suffered or incurred by the Purchaser as a result of or arising arising, directly or indirectly 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 (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 6.3 on or prior to the expiration of the applicable time period related to such representation and warranty as set out in Section 7.01);3.4 hereto; and (b) any breach or non-performance by the Vendor of any covenant to be performed by it on or before the Closing Time 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.