Common use of Indemnification by Vendor Clause in Contracts

Indemnification by Vendor. Subject to Section 16.5 below, PCE shall defend, indemnify and hold harmless Klepierre and Purchaser - and at the discretion of Klepierre and/or Purchaser any of the Development Companies (and their respective successors, assigns and Affiliates) (individually, a "PURCHASER INDEMNITEE", and collectively, the "PURCHASER INDEMNITEES") from and against and in respect of any and all losses, damages, deficiencies, liabilities, assessments, judgments, costs and expenses, including attorneys' fees (both those incurred in connection with the defense or prosecution of the indemnifiable claim and those incurred in connection with the enforcement of this provision) (collectively, "DAMAGES") suffered or incurred by any Purchaser Indemnitee which is caused by, resulting from or arising out of, related to, in the nature of: (a) any breach and/or inaccuracy of any representation or warranty of Vendor contained in this Preliminary Agreement or in any Ancillary Agreement, or other agreement, certificate, instrument or other document entered into or delivered by Vendor in connection herewith; (b) any breach of any covenant of Vendor contained in this Preliminary Agreement or in any Ancillary Agreement, or other agreement, certificate, instrument or other document entered into or delivered by Vendor in connection herewith; (c) Taxes chargeable to or asserted against any Development Company in terms of a final assessment and/or enforceable judgment in respect of the period preceding the Delivery Date, but only to the extent that such Taxes exceed the amount, if any, reserved for such Taxes (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) on the face of the Final Definitive Development Closing Accounts (rather than in any notes thereto); (d) any additional Tax liabilities assessed, and related sanctions such as fines, penalties and late payment interest) regarding any type of Tax imposed by the statutory Tax Authorities directly or indirectly related to the fiscal years prior to the Delivery Date which are directly or indirectly attributable to the acts, deeds and omissions of Vendor; (e) any additional Tax liabilities assessed, and related sanctions such as fines, penalties and late payment interest regarding any type of Tax imposed by the statutory Tax Authorities directly or indirectly related to lack in the Development Companies' books and records of documentary evidence regarding transfer pricing and/or lack of substantiation of inter-company charges; (f) any additional Tax liabilities assessed, and related sanctions (such as penalties and late payment interest) regarding any type of Tax imposed or assessed by the statutory Tax Authorities directly or indirectly related to the fiscal years in respect of which review has been partial, not definitive and/or impossible due to the lack of documentation provided or made available by Vendor; and (g) any of the Proceedings set forth in the Proceedings Schedule (Schedule 8.25) and/or any environmental Damage related to the potential risks set forth in Schedule 8.29(c) under a final and enforceable judgment or Order.

Indemnification by Vendor. Subject The Vendor agrees to Section 16.5 below, PCE shall defend, indemnify and hold save harmless Klepierre and the Purchaser - and at the discretion of Klepierre and/or Purchaser any of the Development Companies (and their respective successors, assigns and Affiliates) (individually, a "PURCHASER INDEMNITEE", and collectively, the "PURCHASER INDEMNITEES") from and against and in respect of any and all losses, damages, deficiencies, liabilities, assessments, judgments, costs and expenses, including attorneys' fees (both those incurred in connection with the defense or prosecution of the indemnifiable claim and those incurred in connection with the enforcement of this provision) (collectively, "DAMAGES") Losses suffered or incurred by any the Purchaser Indemnitee which is caused by, resulting from as a result of or arising directly or indirectly out of, related to, of or in the nature ofconnection with: (a) any breach and/or by the Vendor or the Corporation or any of its subsidiaries of or any inaccuracy of any representation or warranty of the Vendor contained in this Preliminary Agreement or in any Ancillary Agreement, or other agreement, certificate, instrument certificate or other document entered into delivered pursuant hereto (provided that the Vendor shall not be required to indemnify or delivered by 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 connection herewithaccordance with section 9.3 on or prior to the expiration of the applicable time period relate to such representation and warranty set out in section 5.1); (b) any breach or nonperformance by the Vendor or the Corporation or any of its subsidiaries of any covenant of Vendor to be performed by it that is contained in this Preliminary Agreement or in any Ancillary Agreement, or other agreement, certificate, instrument certificate or other document entered into or delivered by Vendor in connection herewithpursuant hereto; (c) Taxes chargeable to all debts, liabilities or asserted against any Development Company in terms of a final assessment and/or enforceable judgment in respect contracts whatsoever (whether accrued, absolute, contingent or otherwise) of the period preceding Corporation or any of its subsidiaries existing at the Delivery DateTime of Closing, but only to the extent that such Taxes exceed the amountincluding any liabilities for federal, if anyprovincial, reserved for such Taxes (excluding sales, excise, income, corporate or any reserve for deferred Taxes established to reflect timing differences between book and Tax income) on the face other taxes of the Final Definitive Development Closing Accounts Corporation or any of its subsidiaries for any period up to and including the Time of Closing, and not disclosed on, provided for or included in the balance sheets forming part of the Financial Statements, except those liabilities: (rather than i) disclosed in this Agreement or any Schedule hereto or in any notes thereto);disclosures; or (ii) accruing or incurred subsequent to November 30, 2012 in the ordinary course of the Business; and (d) any additional Tax liabilities assessedclaims, and related sanctions such as finesdemands, penalties and late payment interest) regarding any type of Tax judgements, orders, duties imposed by law or by administrative action or other obligations or liabilities of any kind whatsoever suffered or incurred by the statutory Tax Authorities directly Corporation or indirectly related any of its subsidiaries in respect of pollution, contamination or other environmental matters, including, without limitation, those referred to the fiscal years in section 3.33, caused or arising or otherwise existing at or prior to the Delivery Date which are directly Time of Closing, whether or indirectly attributable not disclosed in this Agreement or any Schedule hereto or otherwise know to Purchaser or to its representatives or within the actspower of the Purchaser or its representatives to discover. For the purposes of Section 9.1 only, deeds and omissions of Vendor; (e) any additional Tax liabilities assessedthis Share Purchase Agreement, and related sanctions such as fines, penalties and late payment interest regarding any type of Tax imposed the Vendors providing Indemnification from all losses suffered by the statutory Tax Authorities directly or indirectly related Purchaser, shall be limited to lack those owning more than 2,000 shares in the Development Companies' books and records of documentary evidence regarding transfer pricing and/or lack of substantiation of inter-company charges; (f) any additional Tax liabilities assessed, and related sanctions (such as penalties and late payment interest) regarding any type of Tax imposed or assessed by the statutory Tax Authorities directly or indirectly related to the fiscal years in respect of which review has been partial, not definitive and/or impossible due to the lack of documentation provided or made available by Vendor; and (g) any of the Proceedings set forth in the Proceedings Schedule (Schedule 8.25) and/or any environmental Damage related to the potential risks set forth in Schedule 8.29(c) under a final and enforceable judgment or OrderCorporation.

Indemnification by Vendor. Subject Without duplication, subject to Section 16.5 belowthe other terms and conditions of this Article 8, PCE from and after the Closing Date, Vendor shall defend, indemnify and hold harmless Klepierre and Purchaser - and at the discretion of Klepierre and/or Purchaser any of the Development Companies (and their respective successors, assigns and Affiliates) (individually, a "PURCHASER INDEMNITEE"against, and collectively, the "PURCHASER INDEMNITEES") shall hold Purchaser harmless from and against and in respect of against, any and all losses, damages, deficiencies, liabilities, assessments, judgments, costs and expenses, including attorneys' fees (both those Losses incurred in connection with the defense or prosecution of the indemnifiable claim and those incurred in connection with the enforcement of this provision) (collectively, "DAMAGES") suffered or incurred by any Purchaser Indemnitee which is caused sustained by, resulting from or imposed upon, Purchaser based upon, arising out of, related to, in the nature with respect to or by reason of: (a) any inaccuracy in or breach and/or inaccuracy of any representation or warranty of Vendor contained in this Preliminary Agreement or in any Ancillary Agreement, or other agreement, certificate, instrument or other document entered into or delivered made by Vendor in connection herewiththis Agreement as of the date of this Agreement (without giving effect to: (A) any update of or modification to the Disclosure Schedule made or purported to have been made on or after the date of this Agreement; or (B), solely with respect to the calculation of any Losses attributable to any such inaccuracy or breach, any materiality, Material Adverse Effect or similar qualifications limiting the scope of such representation or warranty); (b) any inaccuracy in or breach of any covenant of Vendor contained representation or warranty made by Vendor: (A) in this Preliminary Agreement as if such representation or warranty was made at and as of the Closing Time; or (B) in the Vendor Closing Certificate (in each case, without giving effect to: (1) any Ancillary update of or modification to the Disclosure Schedule made or purported to have been made on or after the date of this Agreement; or (2), solely with respect to the calculation of any Losses attributable to any such inaccuracy or other agreementbreach, certificateany materiality, instrument Material Adverse Effect or other document entered into similar qualifications limiting the scope of such representation or delivered by Vendor in connection herewithwarranty); (c) Taxes chargeable any breach or non-fulfillment of any covenant, agreement or obligation to or asserted against any Development Company be performed by Vendor under this Agreement and in terms of a final assessment and/or enforceable judgment in respect of the period preceding the Delivery Date, but only to the extent that such Taxes exceed the amount, if any, reserved for such Taxes (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) on the face of the Final Definitive Development Closing Accounts (rather than in any notes thereto)other Transaction Documents; (d) any additional Tax liabilities assessed, subject to Section 2.8(a) and related sanctions such as fines, penalties Section 2.8(c) and late payment interest) regarding any type of Tax imposed by the statutory Tax Authorities directly or indirectly related to the fiscal years prior to the Delivery Date which are directly or indirectly except for Non-Income Taxes attributable to the actsBusiness with respect to the Interim Tax Period, deeds (i) all Taxes of the Vendor with respect to any Pre-Closing Period, (ii) all Taxes of any Person other than the Vendor for which the Vendor is liable pursuant to Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or non-U.S. law) as a result of the Vendor and omissions such Person being members of Vendorthe same consolidated, combined, unitary or similar Tax group prior to Closing, or (iii) any Taxes, with respect to any Pre-Closing Period, of any Person other than the Vendor for which the Vendor is liable (A) as a transferee or successor or otherwise by operation of law as a result of a merger or other transaction occurring prior to Closing or (B) as a result of a Contract entered into by the Vendor prior to Closing, but excluding, in each case, any Purchaser Closing Date Taxes; (e) except as set forth in Section 2.3(d), all obligations and liabilities with respect to any additional Tax liabilities assessed, and related sanctions such as fines, penalties and late payment interest regarding any type of Tax imposed by Transferred Employee prior to the statutory Tax Authorities directly or indirectly related to lack in the Development Companies' books and records of documentary evidence regarding transfer pricing and/or lack of substantiation of inter-company charges;Closing; or (f) any additional Tax liabilities assessed, and related sanctions (such as penalties and late payment interest) regarding any type of Tax imposed or assessed by the statutory Tax Authorities directly or indirectly related to the fiscal years in respect of which review has been partial, not definitive and/or impossible due to the lack of documentation provided or made available by Vendor; and (g) any regardless of the Proceedings disclosure of any matter set forth in the Proceedings Schedule (Schedule 8.25) and/or Disclosure Schedule, any environmental Damage related to the potential risks set forth in Schedule 8.29(c) under a final and enforceable judgment or OrderExcluded Liability.

Indemnification by Vendor. (a) Subject to Section 16.5 below17.6, PCE shall defendin the event that the transactions herein contemplated are completed at the Closing, the Vendor hereby agrees to indemnify and hold the Purchaser harmless Klepierre and Purchaser - and at the discretion of Klepierre and/or Purchaser any of the Development Companies (and their respective successors, assigns and Affiliates) (individually, a "PURCHASER INDEMNITEE", and collectively, the "PURCHASER INDEMNITEES") from and against and in respect of any and all lossesloss, damagesdamage, deficienciesclaim, liabilitiesLegal Proceeding, assessments, judgments, costs and expensesdeficiency or expense, including attorneys' fees (both those incurred all out-of-pocket costs, and including, without limitation, all reasonable legal and accounting fees, relating to, arising from or in connection with the defense or prosecution of the indemnifiable claim and those incurred in connection with the enforcement of this provision) (collectively, "DAMAGES") suffered or incurred by any Purchaser Indemnitee which is caused by, resulting from or arising out of, related to, in the nature offollowing matters: (ai) any misrepresentation or breach and/or inaccuracy of any representation warranty, obligation, covenant or warranty agreement of the Vendor contained in this Preliminary Agreement or in any Ancillary Agreement, or other agreement, certificate, instrument affidavit, statutory declaration or other document entered into delivered or delivered given pursuant to this Agreement; (ii) any assertion against the Purchaser of any claim or liability relating to the Business which arises from a liability of the Business or the operation of the Business by the Vendor and is not part of the Assumed Liabilities; (iii) non-compliance with any applicable Bulk Sales Legislation, except for any loss, damage, claim, Legal Proceeding, deficiency or expense resulting from the failure of the Purchaser to pay or discharge in due course those liabilities of the Purchased Business to be assumed by the Purchaser as provided in Section 5.1; and (iv) any claims (including claims for severance, notice of termination, breach of contract, constructive dismissal or damages in connection herewith;therewith) relating to the employment of any of the employees of the Business or the termination of any of such employees by the Vendor, arising from facts up to the Effective Time, provided that (A) the Vendor shall not be liable for any claims relating to Assumed Liabilities; and (B) except as provided in Section 12.1(c) the Vendor shall not be liable for any claims which relate to the termination of employment or constructive dismissal of any Transferred Employee. (b) any breach of any covenant of Vendor contained in this Preliminary Agreement or in any Ancillary Agreement, or other agreement, certificate, instrument or other document entered into or delivered by Vendor in connection herewith; (c) Taxes chargeable to or asserted against any Development Company in terms of a final assessment and/or enforceable judgment in respect The obligation of the period preceding Vendor to indemnify the Delivery Date, but only to the extent that such Taxes exceed the amount, if any, reserved for such Taxes (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) on the face of the Final Definitive Development Closing Accounts (rather than in any notes thereto); (d) any additional Tax liabilities assessed, and related sanctions such Purchaser as fines, penalties and late payment interest) regarding any type of Tax imposed by the statutory Tax Authorities directly or indirectly related to the fiscal years prior to the Delivery Date which are directly or indirectly attributable to the acts, deeds and omissions of Vendor; (e) any additional Tax liabilities assessed, and related sanctions such as fines, penalties and late payment interest regarding any type of Tax imposed by the statutory Tax Authorities directly or indirectly related to lack in the Development Companies' books and records of documentary evidence regarding transfer pricing and/or lack of substantiation of inter-company charges; (f) any additional Tax liabilities assessed, and related sanctions (such as penalties and late payment interest) regarding any type of Tax imposed or assessed by the statutory Tax Authorities directly or indirectly related to the fiscal years in respect of which review has been partial, not definitive and/or impossible due to the lack of documentation provided or made available by Vendor; and (g) any of the Proceedings set forth in the Proceedings Schedule paragraph (Schedule 8.25a) and/or of this Section 17 with respect to any environmental Damage related misrepresentation or breach of warranty shall be subject to the potential risks set forth in Schedule 8.29(c) under a final and enforceable judgment or OrderSection 9.1.

Indemnification by Vendor. Subject to Section 16.5 belowThe Vendor shall, PCE shall defendand does hereby, indemnify and hold save harmless Klepierre the Purchaser, its Affiliates, the Guarantor and Purchaser - the Intercon Entities together with the respective directors and at the discretion of Klepierre and/or Purchaser any officers of the Development Companies Purchaser, the Guarantor and the Intercon Entities (and their respective successors, assigns and Affiliates) (individually, a "PURCHASER INDEMNITEE", and collectively, the "PURCHASER INDEMNITEESPurchaser’s Indemnified Persons") from and against and in respect of any and all lossesLosses incurred, damages, deficiencies, liabilities, assessments, judgments, costs and expenses, including attorneys' fees (both those incurred sustained or suffered by the Purchaser’s Indemnified Persons as a result of or in connection with the defense or prosecution of the indemnifiable claim and those incurred in connection with the enforcement of this provision) (collectively, "DAMAGES") suffered or incurred by any Purchaser Indemnitee which is caused by, resulting from or arising out of, related way relating to, in the nature of: (a) any breach and/or inaccuracy of any representation or warranty the representations and warranties of the Vendor contained in this Preliminary Agreement or in any Ancillary Agreement, of the other Transaction Documents having been untrue or other agreement, certificate, instrument or other document entered into or delivered by Vendor in connection herewithinaccurate; (b) any breach non-compliance by the Vendor with any of any covenant of Vendor its covenants and agreements contained in this Preliminary Agreement or in any Ancillary Agreement, or of the other agreement, certificate, instrument or other document entered into or delivered by Vendor in connection herewithTransaction Documents; (c) Taxes chargeable any claim relating to non-compliance by the Intercon Entities with Code Section 409A by any Person who entered into any agreement, Contract, program or asserted against any Development Company in terms of arrangement with the Vendor or the Intercon Entities or received a final assessment and/or enforceable judgment in respect of the period preceding the Delivery Date, but only VAR Payment or other payment prior to the extent Effective Date from the Vendor or the Intercon Entities that such Taxes exceed the amount, if any, reserved for such Taxes (excluding any reserve for deferred Taxes established was subject to reflect timing differences between book and Tax income) on the face of the Final Definitive Development Closing Accounts (rather than in any notes thereto)Code Section 409A; (d) any additional Tax liabilities assessed, and related sanctions such as fines, penalties and late payment interest) regarding all Taxes in respect of any type Pre-Closing Period (including any Taxes resulting from the transfer of Tax imposed by the statutory Tax Authorities directly Excluded Assets but excluding any Taxes resulting from the Pre-Closing Matters (or indirectly related to the fiscal years prior to the Delivery Date which are directly or indirectly attributable to the acts, deeds and omissions any of Vendorthem)); (e) any additional Tax liabilities assessed, and related sanctions the Excluded Assets (including the transfer of such as fines, penalties and late payment interest regarding any type of Tax imposed by the statutory Tax Authorities directly or indirectly related to lack in the Development Companies' books and records of documentary evidence regarding transfer pricing and/or lack of substantiation of inter-company chargesExcluded Assets); (f) any additional Tax liabilities assessed, and related sanctions (such as penalties and late payment interest) regarding any type of Tax imposed or assessed by the statutory Tax Authorities directly or indirectly related to the fiscal years in respect of which review has been partial, not definitive and/or impossible due to the lack of documentation provided or made available by Vendor; and (g) any of the Proceedings set forth in the Proceedings Schedule (Schedule 8.25) and/or any environmental Damage related to the potential risks set forth in Schedule 8.29(c) under a final and enforceable judgment or Order.

Indemnification by Vendor. 6.1.1 Subject to Section 16.5 belowthis Article 6, PCE shall defendif the transactions contemplated by this Agreement are consummated, the Vendor agrees to indemnify and hold the Purchaser harmless Klepierre and Purchaser - and at the discretion of Klepierre and/or Purchaser any of the Development Companies (and their respective successors, assigns and Affiliates) (individually, a "PURCHASER INDEMNITEE", and collectively, the "PURCHASER INDEMNITEES") from and against and in respect of any loss, damage, claim, cost or expense whatsoever, including any and all lossesincremental out-of-pocket costs, damagesincluding, deficiencieswithout limitation, liabilitiesall reasonable legal and accounting fees, assessmentswhich the Purchaser or the Company, judgmentsas the case may be, costs and expensesmay incur, including attorneys' fees suffer or be required to pay, pursuant to or in defence or prosecution of any claim, demand, action, suit, litigation, change, complaint, prosecution, appeal or other proceeding (both those incurred collectively, a "Claim") that may be made or asserted against or affect the Purchaser, or the Company provided, however, that the subject matter of any such Claim relates to or arises out of or in connection with the defense or prosecution of the indemnifiable claim and those incurred in connection with the enforcement of this provision) (collectively, "DAMAGES") suffered or incurred by any Purchaser Indemnitee which is caused by, resulting from or arising out of, related to, in the nature offollowing matters: (a1) any misrepresentation or breach and/or inaccuracy of any representation warranty, agreement, covenant or warranty obligation of the Vendor contained in this Preliminary Agreement or in any Ancillary Agreement, or other agreement, certificateschedule, instrument certificate or other document required to be entered into or delivered by Vendor in connection herewith; (b) any breach of any covenant of Vendor contained in this Preliminary Agreement or in any Ancillary Agreement, or other agreement, certificate, instrument or other document entered into or delivered by Vendor in connection herewith; (c) Taxes chargeable to or asserted against any Development Company in terms of a final assessment and/or enforceable judgment in respect of the period preceding the Delivery Date, but only to the extent that such Taxes exceed the amount, if any, reserved for such Taxes (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) on the face of the Final Definitive Development Closing Accounts (rather than in any notes thereto); (d) any additional Tax liabilities assessed, and related sanctions such as fines, penalties and late payment interest) regarding any type of Tax imposed by the statutory Tax Authorities directly or indirectly related to the fiscal years prior to the Delivery Date which are directly or indirectly attributable to the acts, deeds and omissions of Vendor; (e2) any additional Tax liabilities assessedreassessment of the Company or any Subsidiary for income, corporate, realty or business taxes (and related sanctions such as fines, all interest and/or penalties and late payment interest regarding any type of Tax imposed by the statutory Tax Authorities directly or indirectly related to lack in the Development Companies' books and records of documentary evidence regarding transfer pricing and/or lack of substantiation of inter-company charges; (frelating thereto) any additional Tax liabilities assessed, and related sanctions (such as penalties and late payment interest) regarding any type of Tax imposed or assessed by the statutory Tax Authorities directly or indirectly related to the fiscal years in respect of which review has tax returns have been partial, not definitive and/or impossible due to filed before the lack Closing Time which result in the payment of documentation provided or made available by Vendor; andtax in excess of the amount already paid on such returns for the periods of such returns; (g3) any guarantee given by the Purchaser of the Proceedings obligations of the Vendor and/or Affiliates of the Vendor (other than the Company and the Subsidiary). 6.1.2 The obligation of the Vendor to indemnify the Purchaser as set forth in the Proceedings Schedule (Schedule 8.25Section 6.1.1(a) and/or for any environmental Damage related loss, damage, claim, cost or expense shall be subject to the potential risks limitation period referred to in Section 4.4 with respect to survival of representations and warranties. In addition, the obligation of the Vendor to indemnify the Purchaser as set forth herein shall only be in Schedule 8.29(c) under a final respect of any loss, damage, claim or cost or expense that may have arisen or incurred during the time period in which the Vendor had sole ownership of the Company, being from October 1, 1996 to the Closing Date and enforceable judgment which loss, damage, claim, cost or Orderexpense is in excess of $15,000.