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 to Section 16.5 13.5 below, PCE shall defend, indemnify and hold harmless Klepierre Klepierre, Purchasers and Purchaser Segece - and at the discretion of Klepierre and/or Purchaser Purchasers and/or Segece any of the Development Acquired Companies (and their respective successors, assigns and Affiliates) (individually, a "PURCHASER BUYERS INDEMNITEE", and collectively, the "PURCHASER BUYERS 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 Buyers 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 the Acquired Companies in terms of a final assessment and/or enforceable judgment in respect of the period preceding the Delivery Closing 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 If the Closing occurs, Vendor covenants and agrees with Parent and Buyer to Section 16.5 below, PCE shall defend, indemnify and hold harmless Klepierre Parent and Purchaser - Buyer, their Affiliates (including the Company and at the discretion of Klepierre and/or Purchaser any of the Development Companies (its Subsidiaries) and their respective successorsshareholders, assigns partners, directors, officers, employees, agents, representatives, successors and Affiliates) assignors (individually, a "PURCHASER INDEMNITEE", and collectively, the "PURCHASER INDEMNITEES"“Buyer Indemnified Parties”) from and against any Claim, cause of action, damage, loss, Taxes, cost, liability, expense, fines, awards, judgments and penalties (including reasonable professionals’ fees and disbursements) (“Damages”) which may be made or brought against any of the Buyer Indemnified Parties or which they may suffer or incur in respect of any and all lossesof, damagesas a result of, 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 relating to or arising out of, related of or with respect to, in the nature ofwithout duplication: (a) any non-performance or breach and/or of any covenant or agreement on the part of Vendor or the Company contained in this Agreement; (b) any inaccuracy in or breach of any representation or warranty of Vendor contained in this Preliminary Agreement (it being understood that such representations and warranties shall be interpreted without giving effect to any limitations or in any Ancillary Agreement, qualifications as to “materiality” (including the word “material”) 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“Material Adverse Change” set forth therein); (c) any Indemnified Taxes chargeable to or asserted against any Development Company in terms of a final assessment and/or enforceable judgment (provided that, for greater certainty, no double recovery shall be permitted in respect of the period preceding the Delivery Date, but only to the extent Taxes 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 constitute both Damages and Tax income) on the face of the Final Definitive Development Closing Accounts (rather than in any notes theretoIndemnified Taxes);; or (d) any additional Tax liabilities assessed, and related sanctions such as fines, penalties and late payment interest) regarding any type of Tax imposed amounts payable by the statutory Tax Authorities directly Company or indirectly related its Subsidiaries to their respective employees following the fiscal years prior to the Delivery Closing 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 (i) annual performance bonuses for 2009 or made available by Vendor; and (gii) any of special bonuses or other amounts payable in connection with 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 Ordertransactions contemplated by this Agreement.

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.