Common use of Indemnification by Vendor Clause in Contracts

Indemnification by Vendor. (a) From and after the Closing Date, the Vendor shall (except to the extent prohibited by Law) indemnify, defend and hold harmless, the Purchaser, against any direct losses, damages, claims or liability ('Damages') arising out of or in connection with any material misrepresentation or any breach of any representation or warranty of the Vendor in Article 6. (b) The maximum amount of Damages against which the Purchaser shall be entitled to be indemnified under Section 12.1 shall be US$115,000,000 (US dollar one hundred and fifteen million only). (c) Any payments under this Section 12.1 shall be made on an after-tax basis, which for these purposes will be determined by taking into account all tax benefits actually realized and all tax detriments actually suffered, in each case, on a cash basis. To the extent permissible by law, all indemnification payments made under this Section 12 shall be deemed to be made as adjustments to the Purchase Price. (d) No indemnification under Section 12.1 shall be due unless the aggregate amount of Damages (aggregating all indemnifiable matters under this Section) due exceeds US$100,000 (US dollars One Hundred Thousand only), and then only for any amount of Damages in excess of US$100,000 (US dollars One Hundred Thousand only).