Indemnification by Vendors. Subject to Section 12.5 below, PCE, EUN and Amanati, acting jointly and severally, shall defend, indemnify and hold harmless Purchaser - or at the discretion of Purchaser, any of the Transaction Companies - (and their respective successors, assigns and Affiliates) (individually, a 45 "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 of any representation or warranty of any of the Vendors contained in this Agreement or in any Ancillary Agreement, or other agreement, certificate, instrument or other document entered into or delivered by Vendors in connection herewith;
(b) any breach of any covenant of any of the Vendors contained in this Agreement or in any Ancillary Agreement, or other agreement, certificate, instrument or other document entered into or delivered by Vendors in connection herewith;
(c) Taxes chargeable to or asserted against the Transaction Companies in terms of a final assessment and/or enforceable judgment in respect of the period preceding the 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 Closing Accounts (rather than in any notes thereto);
(d) 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 the Vendors; and
(e) any of the Proceedings set forth in the Proceedings Schedule (SCHEDULE 4.24) under a final and enforceable judgment or Order.
Indemnification by Vendors. The Vendors jointly and severally covenant and agree with the Purchaser and the Corporation to indemnify and save harmless the Purchaser and the Corporation, from and against any claim, demand, action, cause of action, damage, loss (including lost profits), cost, liability or expense (including reasonable professional fees and disbursements) (a “Claim”) (including without limitation any liability based on an employee’s dismissal prior to Closing or other liability to any employee prior to Closing)which may be made or brought against the Purchaser or the Corporation or any one or more of them, or which they or any one or more of them may suffer or incur in respect of, as a result of, or arising out of:
(a) any nonfulfillment of any covenant or agreement on the part of the Vendors, or any one or more of them, contained in this Agreement or any document or certificate given pursuant to this Agreement;
(b) any inaccuracy in or breach of any representation or warranty of the Vendors, or any one or more of them, contained in this Agreement or any document or certificate given pursuant to this Agreement; or
(c) any debts and liabilities of the Corporation for Taxes existing at the Time of Closing, or any reassessment for Taxes for any period ending on or before the Closing Date, for which no adequate reserve has been provided for and disclosed in the Balance Sheet.
Indemnification by Vendors. The Vendors, Cable Systems and Cable Systems USA agree to indemnify the Purchaser and agree to hold it harmless from any Losses incurred or suffered by the Purchaser arising from any breach of or any inaccuracy in any representation or warranty made by the Vendors, Cable Systems and Cable Systems USA pursuant to this Agreement and any breach of or failure by the Vendors, Cable Systems and Cable Systems USA to perform any covenant or obligation of the Vendors, Cable Systems and Cable Systems USA set out in this Agreement.
Indemnification by Vendors. The Vendors jointly and severally covenant and agree with the Purchaser and the Company to indemnify and save harmless the Purchaser, the Company (from and after the Closing), PAE, and the respective affiliates, subsidiaries, officers, employees, directors, agents or representatives (the “Purchaser Indemnitees”), from and against any claim, demand, action, cause of action, damage, loss (including lost profits), cost, liability or expense (including reasonable professional fees and disbursements) (collectively, “Claims”) which may be made or brought against the Purchaser Indemnitees or any one or more of them, or which they or any one or more of them may suffer or incur in respect of, as a result of, or arising out of:
(a) any nonfulfillment of any covenant or agreement on the part of the Vendors, or any one or more of them, contained in this Agreement or any document or certificate given pursuant to this Agreement;
(b) any inaccuracy in or breach of any representation or warranty of the Vendors, or any one or more of them, contained in this Agreement or any document or certificate given pursuant to this Agreement; or
(c) any debts and liabilities of the Company for Taxes existing at the Time of Closing, or any reassessment for Taxes for any period ending on or before the Closing Date, for which no adequate reserve has been provided for and disclosed in the Balance Sheet; provided, however, (i) that Vendors shall not be obligated to indemnify the Purchaser Indemnitees unless and until the aggregate amount of such Claims is equal to at least $100,000 (the “Threshold”), provided further that the Vendors shall not be obligated to indemnify the Purchaser with respect to the first $50,000 of such Claims (the “Deductible”), and (ii) the maximum aggregate liability of the Vendors hereunder shall not be greater than the Purchase Price (the “Cap”). Notwithstanding the foregoing, to the extent the Company has failed to properly withhold Taxes from amounts owing to any consultant of the Company, including Xxxxxx Xxxxxxx or Topaz, and as a result of such failure to withhold any Claim is made against the Purchaser Indemnitees for such Taxes and any related interest or expense charges, the Vendors shall fully indemnify the Purchaser Indemnitees for such Claim (provided such Claim shall count towards the Cap but shall not be considered in calculating whether either the Threshold or Deductible has been met).
Indemnification by Vendors. Vendors shall jointly and severally, or solidarily, indemnify and hold Purchaser harmless from and against any Losses which may be made against Purchaser or which it may suffer or incur as a result of, arising out of or relating to:
7.2.1 any violation, contravention or breach of any covenant, agreement or obligation of Vendors under or pursuant to this Agreement;
7.2.2 the failure of Vendors to pay, discharge or perform any of the Excluded Liabilities; or
7.2.3 any incorrectness in, or breach of, any representation or warranty made by Vendors in Section 4.1.
Indemnification by Vendors. The Vendors covenant and agree to indemnify and save harmless the Purchaser from any loss, damage, liability, cost or expense 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 Vendors contained in this Agreement, the Vendors’ Closing Certificate or any document or certificate delivered under this Agreement.
Indemnification by Vendors. Subject to the other terms and conditions of this Article 9, the Vendors will severally (and not jointly, or jointly and severally), defend, indemnify and hold harmless Pioneer, its affiliates and their respective shareholders, directors, officers and employees (collectively the “Pioneer Indemnified Parties”) from and against all Damages arising from or relating to any:
(a) Inaccuracy in or breach of any of the representations or warranties of Bark contained in this Agreement or in any document to be delivered by such Vendor hereunder; or
(b) Breach or non-fulfillment of any covenant, agreement or obligation to be performed by Bark or the Vendors under this Agreement or any document to be delivered hereunder. Additionally, with respect to the representations or warranties of each Vendor provided under Article 4, such Vendor shall only severally (and not jointly and severally), as to itself only, indemnify and hold harmless the Pioneer Indemnified Parties with respect to any Damages arising from or relating to any inaccuracies in or breaches of such representations or warranties.
Indemnification by Vendors. (a) General - Subject to Section 7.4 hereof, Vendors jointly and severally covenant and agree to defend, indemnify and hold Purchaser and the Company, its and their officers, directors, shareholders and subsidiaries, harmless for, from and against any and all damages, losses, liabilities (absolute and contingent), fines, penalties, costs and expenses (including, without limitation, reasonable counsel fees and costs and expenses incurred in the investigation, defense or settlement of any claim covered by this indemnity) with respect to or arising out of any demand, claim, inquiry, investigation, proceeding, action or cause of action that Purchaser and/or the Company, its and their officers, directors, shareholders and
Indemnification by Vendors. In accordance with the procedures in Section , each of the Vendors agrees severally and individually to indemnify the Purchaser and its directors, officers, employees, agents, and representatives against and agrees to hold the Purchaser and its directors, officers, employees, agents, and representatives harmless from any and all damages, claims, losses, liabilities, fines, penalties and expenses incurred or suffered by the Purchaser or its directors, officers, employees, agents, and representatives arising out of:
12.4.1. any misrepresentation or breach of warranty by such Vendor of which Notice has been given under Section 12.5 before expiration of the representation or warranty as provided in Section 13.1;
12.4.2. any covenant or agreement made or to be performed by such Vendor pursuant to this Agreement;
12.4.3. any Environmental Liabilities reasonably attributable to activities on the Mineral Properties carried out by such Vendor or under its direction or by a contractor engaged by the Vendor; and
12.4.4. any Environmental Liabilities reasonably attributable to the period ending on the First Closing Date or the Second Closing Date as the case may be which are not reasonably attributable to activities on the Mineral Properties carried out by such Vendor or under its direction or by a contractor engaged by the Vendor and in respect of which the Purchaser gave Notice under Section 12.5, but only if and to the extent the Purchaser has not been able to obtain indemnification or recovery in respect thereof from one or more Operators after using all commercially reasonable efforts.
Indemnification by Vendors. Subject to the provisions of this Article 10, the Vendors shall jointly (not solidarily) indemnify and hold harmless the Purchaser Indemnified Parties, in the proportion of 75% by ABC and 25% by CDPQ and CDP Investissements, from and against any Losses suffered by such Purchaser Indemnified Party and resulting from or arising out of the failure of any ACH Party to collect Debt Retirement Charges as required by the Electricity Act (Ontario) and the regulations thereunder in respect of sales of electricity by any ACH Party prior to the Closing Date, or the failure of any ACH Party to remit any such Debt Retirement Charges to the Ontario Electricity Financial Corporation in respect of sales of electricity by any ACH Party prior to the Closing Date.
