Common use of Indemnification by Vendors Clause in Contracts

Indemnification by Vendors. Subject to the other terms and conditions of this Section 9.2, the Vendors shall indemnify and defend each of the Purchaser and its Affiliates and their respective Representatives (collectively, the “Purchaser Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Purchaser Indemnitees based upon, arising out of, with respect to or by reason of: (a) any inaccuracy in or breach of any of the representations or warranties of the Vendors contained in this Agreement or in any Transaction Document, other than those contained in Section 3.15 (Taxes); (b) any inaccuracy in or breach of any of the representations or warranties of the Vendors contained in Section 3.15 (Taxes) and all Taxes payable by Vendors in respect of any taxation year ending on or prior to the Effective Time or in respect of that portion of such period ending on or prior to the Effective Time; (c) any Excluded Assets or Excluded Liabilities; (d) [litigation information redacted] (e) any claim or Liability, including any tax claim or Liability, arising from the Vendors’ Clinics or the Employees (excluding any Severance Obligations) arising on or before the Closing Date; (f) any claim or liability arising from the failure of the Vendors to deliver any pre-paid services, or alternatively to return any pre-payments for services not delivered, to the Patients of the Medspa Clinics; or (g) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by the Vendors under this Agreement or any Transaction Document.

Indemnification by Vendors. Subject to the other terms and conditions of this Section 9.2, the Vendors shall solidarily, without the -------------------------- benefit of division and discussion, (except as set forth in Section 3.3) indemnify and defend each hold Purchaser harmless from and against any claims, demands, actions, causes of the Purchaser action, judgments, damages, losses (which shall include any diminution in value), liabilities, costs or expenses (including, without limitation, interest, penalties and its Affiliates reasonable attorneys', and their respective Representatives experts' fees and disbursements) (collectively, the “Purchaser Indemnitees”"Losses") againstwhich may be made against Purchaser, and shall hold each the Corporation, Roche, the Subsidiaries or the Associated Companies or which any of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred may suffer or sustained by, or imposed upon, the Purchaser Indemnitees based uponincur as a result of, arising out of, with respect to of or by reason ofrelating to: (a) 12.1.1 any inaccuracy in violation, contravention or breach of any of the representations or warranties of the Vendors contained in this Agreement or in any Transaction Document, other than those contained in Section 3.15 (Taxes); (b) any inaccuracy in or breach of any of the representations or warranties of the Vendors contained in Section 3.15 (Taxes) and all Taxes payable by Vendors in respect of any taxation year ending on or prior to the Effective Time or in respect of that portion of such period ending on or prior to the Effective Time; (c) any Excluded Assets or Excluded Liabilities; (d) [litigation information redacted] (e) any claim or Liability, including any tax claim or Liability, arising from the Vendors’ Clinics or the Employees (excluding any Severance Obligations) arising on or before the Closing Date; (f) any claim or liability arising from the failure of the Vendors to deliver any pre-paid services, or alternatively to return any pre-payments for services not delivered, to the Patients of the Medspa Clinics; or (g) any breach or non-fulfillment of any covenant, agreement or obligation of Vendors under or pursuant to this Agreement; 12.1.2 any incorrectness in, or breach of, any representation or warranty made by Vendors under or pursuant to this Agreement, the Schedules or in any certificate or other document delivered or given pursuant to this Agreement, whether or not Purchaser relied thereon or had knowledge thereof; 12.1.3 any liabilities or obligations of any nature whatsoever associated with the Pembroke Project, whether arising before, on or after the Closing Date, to the extent not booked on the Closing Balance Sheet; 12.1.4 any liabilities or obligations of the Corporation, Roche or the Subsidiaries as a result of the Reorganization, including for Taxes or as a result of any transaction not being in compliance with Law, shareholders' agreements or constating documents, and any undischarged guarantees on behalf of the Excluded Assets (other than, in the case of Metroplan, any liabilities or obligations solely related to Roche's lease obligations to Metroplan); 12.1.5 the failure of the Corporation, Roche or any Subsidiary to obtain all consents for the change of control of Roche and the Subsidiaries, or for the consummation of the Reorganization, under the Contracts (other than consents which could not be obtained by Law or by the terms of a Contract as a result of the non-Canadian resident ownership of Purchaser); 12.1.6 any amount required to be performed paid by Roche or Purchaser in connection with the Vendors under this Agreement distribution of the Management Pension Plan Surplus pursuant to Article VII or into the Management Pension Plan pursuant to sections 228-229 of the Quebec Supplemental Pension Plans Act; and 12.1.7 any Transaction Documentwithholding or other Taxes for which Roche, the Corporation or Purchaser is liable as a result of redemptions or purchases of shares from non-residents.

Indemnification by Vendors. Subject to the other terms The Vendors jointly and conditions of this Section 9.2, the Vendors shall indemnify severally covenant and defend each of agree with the Purchaser and its Affiliates the Company to indemnify and their save harmless the Purchaser, the Company (from and after the Closing), PAE, and the respective Representatives affiliates, subsidiaries, officers, employees, directors, agents or representatives (collectively, the “Purchaser Indemnitees”) against), and shall hold each of them harmless from and againstagainst any claim, demand, action, cause of action, damage, loss (including lost profits), cost, liability or expense (including reasonable professional fees and shall pay and reimburse each of them fordisbursements) (collectively, any and all Losses incurred “Claims”) which may be made or sustained by, or imposed upon, brought against the Purchaser Indemnitees based uponor 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, with respect to or by reason of: (a) any inaccuracy in or breach nonfulfillment of any covenant or agreement on the part of the representations Vendors, or warranties any one or more of the Vendors them, contained in this Agreement or in any Transaction Document, other than those contained in Section 3.15 (Taxes)document or certificate given pursuant to this Agreement; (b) any inaccuracy in or breach of any representation or warranty of the representations Vendors, or warranties any one or more of the Vendors them, contained in Section 3.15 (Taxes) and all Taxes payable by Vendors in respect of this Agreement or any taxation year ending on document or prior certificate given pursuant to the Effective Time or in respect of that portion of such period ending on or prior to the Effective Time;this Agreement; or (c) any Excluded Assets debts and liabilities of the Company for Taxes existing at the Time of Closing, or Excluded Liabilities; (d) [litigation information redacted] (e) any claim or Liability, including reassessment for Taxes for any tax claim or Liability, arising from the Vendors’ Clinics or the Employees (excluding any Severance Obligations) arising 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, (fi) any claim or 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 arising from the failure of the Vendors to deliver any pre-paid services, or alternatively to return any pre-payments for services hereunder shall not deliveredbe greater than the Purchase Price (the “Cap”). Notwithstanding the foregoing, to the Patients extent the Company has failed to properly withhold Taxes from amounts owing to any consultant of the Medspa Clinics; or (g) Company, including Xxxxxx Xxxxxxx or Topaz, and as a result of such failure to withhold any breach Claim is made against the Purchaser Indemnitees for such Taxes and any related interest or non-fulfillment of any covenantexpense charges, agreement or obligation to be performed by the Vendors under this Agreement 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 any Transaction DocumentDeductible has been met).

Indemnification by Vendors. Subject to the other terms Section 12.5 below, PCE, EUN and conditions of this Section 9.2Amanati, the Vendors acting jointly and severally, shall defend, indemnify and defend each hold harmless Purchaser - or at the discretion of Purchaser, any of the Purchaser and its Affiliates Transaction Companies - (and their respective Representatives 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, the “"DAMAGES") suffered or incurred by any Purchaser Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained Indemnitee which is caused by, resulting from or imposed upon, the Purchaser Indemnitees based upon, arising out of, with respect to or by reason related to, in the nature of: (a) any inaccuracy in or breach of any representation or warranty of the representations or warranties any of the Vendors contained in this Agreement or in any Transaction DocumentAncillary Agreement, or other than those contained agreement, certificate, instrument or other document entered into or delivered by Vendors in Section 3.15 (Taxes)connection herewith; (b) any inaccuracy in or breach of any covenant of the representations or warranties any of the Vendors contained in Section 3.15 (Taxes) and all Taxes payable this Agreement or in any Ancillary Agreement, or other agreement, certificate, instrument or other document entered into or delivered by Vendors in respect of any taxation year ending on or prior to the Effective Time or in respect of that portion of such period ending on or prior to the Effective Timeconnection 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 Excluded Assets or Excluded Liabilitiesreserve 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) [litigation information redacted]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 claim or Liability, including any tax claim or Liability, arising from the Vendors’ Clinics or the Employees (excluding any Severance Obligations) arising on or before the Closing Date; (f) any claim or liability arising from the failure of the Vendors to deliver any pre-paid services, Proceedings set forth in the Proceedings Schedule (SCHEDULE 4.24) under a final and enforceable judgment or alternatively to return any pre-payments for services not delivered, to the Patients of the Medspa Clinics; or (g) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by the Vendors under this Agreement or any Transaction DocumentOrder.

Indemnification by Vendors. Subject to the other terms and conditions of this Section 9.2Article VIII, the Vendors each Vendor shall severally, and not joint and severally, in accordance with such Vendor’s Pro Rata Portion, indemnify and defend each of the Purchaser and its Parent and each of their Affiliates (including the Corporation post-Closing) and their respective Representatives (collectively, the “Purchaser Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Purchaser Indemnitees based upon, arising out of, with respect to or by reason of: (a) any inaccuracy in or breach of any of the representations or warranties of the Vendors Corporation contained in this Agreement or in any Transaction Documentcertificate or instrument delivered by or on behalf of the Corporation under this Agreement, other than those contained as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in Section 3.15 (Taxesor breach of which shall be determined with reference to such specified date); (b) any inaccuracy in or breach of any of the representations or warranties of the Vendors contained in Section 3.15 (Taxes) and all Taxes payable by Vendors in respect of any taxation year ending on or prior to the Effective Time or in respect of that portion of such period ending on or prior to the Effective Time; (c) any Excluded Assets or Excluded Liabilities; (d) [litigation information redacted] (e) any claim or Liability, including any tax claim or Liability, arising from the Vendors’ Clinics or the Employees (excluding any Severance Obligations) arising on or before the Closing Date; (f) any claim or liability arising from the failure of the Vendors to deliver any pre-paid services, or alternatively to return any pre-payments for services not delivered, to the Patients of the Medspa Clinics; or (g) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by the Vendors Corporation prior to Closing under this Agreement; (c) any inaccuracy in or breach of any of the representations or warranties of such Vendor contained in this Agreement or in any Transaction Documentcertificate or instrument delivered by or on behalf of such Vendor under this Agreement, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which shall be determined with reference to such specified date); (d) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by such Vendor under this Agreement; (e) any breach or non-compliance with any Privacy Law prior to the Closing; (f) any Pre-Closing Taxes not included in the calculation of Net Working Capital; (g) any fees or costs associated with or resulting from the Corporation’s and/or any Vendors’ exercise of the drag-along rights set forth in section 5.5 of the Shareholders’ Agreement in respect of any shareholder that does not duly execute and deliver an Adoption Agreement and a form of release in accordance with the terms and conditions of this Agreement, including any Actions commenced by any such shareholder of the Corporation against the Corporation, Purchaser or Parent.

Indemnification by Vendors. Subject to the other terms Section 12.5 below, PCE, EUN, Szeged and conditions of this Section 9.2PCM-BV, the Vendors acting jointly and severally, shall defend, indemnify and defend each hold harmless Purchasers and Segece - or at the discretion of Purchasers and/or Segece - any of the Purchaser and its Affiliates Contract Companies (and their respective Representatives successors, assigns and Affiliates) (individually, a "BUYERS INDEMNITEE", and collectively, the "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, the “Purchaser Indemnitees”"DAMAGES") against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, suffered or incurred by any and all Losses incurred or sustained Buyers Indemnitee which is caused by, resulting from or imposed upon, the Purchaser Indemnitees based upon, arising out of, with respect to or by reason related to, in the nature of: (a) any inaccuracy in or breach of any representation or warranty of the representations or warranties any of the Vendors contained in this Agreement or in any Transaction DocumentAncillary Agreement, or other than those contained agreement, certificate, instrument or other document entered into or delivered by Vendors in Section 3.15 (Taxes)connection herewith; (b) any inaccuracy in or breach of any covenant of the representations or warranties any of the Vendors contained in Section 3.15 (Taxes) and all Taxes payable this Agreement or in any Ancillary Agreement, or other agreement, certificate, instrument or other document entered into or delivered by Vendors in respect of any taxation year ending on or prior to the Effective Time or in respect of that portion of such period ending on or prior to the Effective Timeconnection herewith; (c) Taxes chargeable to or asserted against the Contract Companies in terms of a final assessment and/or enforceable judgment in respect of the period preceding the Reference 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 Closing Account (rather than in any notes thereto); and Taxes imposed in respect of the Excluded Assets or Excluded LiabilitiesAsset; (d) [litigation information redacted]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 Reference Date which are directly or indirectly attributable to the acts, deeds and omissions of the Vendors; (e) any claim or Liability, additional Tax liability related to the implementation of the Post Closing Merger Procedures referred to in Section 8.1 above (including any tax claim Damage related to any delay, challenge, or Liability, arising from impediment regarding any of the Vendors’ Clinics or the Employees (excluding any Severance Obligations) arising on or before the Post Closing DateMergers; (f) any claim additional Tax liabilities assessed, and related sanctions (such as penalties and late payment interest) regarding any type of Tax imposed or liability arising from assessed by the failure of the Vendors to deliver any pre-paid services, statutory Tax Authorities directly or alternatively to return any pre-payments for services not delivered, indirectly related to the Patients fiscal years in respect of which review has been partial, not definitive and/or impossible due to the Medspa Clinics; orlack of documentation provided or made available by the Vendors; (g) any breach or non-fulfillment the execution, the performance and/or the termination of any covenantof the Mandate Agreements, agreement or obligation as referred to be performed by in Section 8.5(f) above, in respect of the Vendors under this Agreement or four head - office Employees of PCMM only and to the extent only that increased costs associated with such Mandate Agreements have not been taken into consideration in the determination of the PCMM Shares Value; and, any Transaction Document.tax liabilities in connection with all Mandate Agreements; (h) any of the Proceedings set forth in the Proceedings Schedule (SCHEDULE 4.26) and/or any environmental Damage related to the potential risks set forth in SCHEDULE 4.30