Common use of Indemnification for Breaches of Representations and Warranties Clause in Contracts

Indemnification for Breaches of Representations and Warranties. The Vendors agree with Dectron and Dectron agrees with the Vendors (the party agreeing to indemnify another party being called the "Indemnifying Party" and the party to be indemnified being called the "Indemnified Party") to indemnify and save harmless the Indemnified Party, effective as and from the Closing Time, from and against any Claims which may be made or brought by the Indemnified Party or which it may suffer or incur as a result of, in respect of, or arising out of any non-fulfilment of any covenant or agreement on the part of the Indemnifying Party under this Agreement or under the Share Purchase Agreement, as applicable to the Vendors herein, or any closing document or any incorrectness in or breach of any representation or warranty of the Indemnifying Party contained herein or in any closing document. Any amount which an Indemnifying Party is liable to pay to an Indemnified Party pursuant to this Section 7.1 shall bear interest at a rate per annum equal to the Prime Rate, calculated and payable monthly, both before and after judgment, from the date the Indemnified Party disbursed funds, suffered damages or losses or incurred a loss, liability or expense in respect of a Claim, to the date of payment by the Indemnifying Party to the Indemnified Party. Any amount which an Indemnifying Party is required to pay to an Indemnified Party pursuant to this Section 7.1 (including interest thereon) is called an "Indemnified Loss". The foregoing obligation of indemnification in respect of such Claims shall be subject to the time limitation set forth in Section 6.1 hereof respecting the survival of the representations and warranties of the parties.

Appears in 1 contract

Samples: Closing Agreement (Dectron Internationale Inc)

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Indemnification for Breaches of Representations and Warranties. The Vendors agree with Dectron and Dectron Seller hereby agrees with the Vendors Purchaser and the Purchaser hereby agrees with the Seller (the party or parties agreeing to indemnify another party being called the "Indemnifying Party" and the party to be indemnified being called the "Indemnified Party") to indemnify and save harmless the Indemnified Party, effective as and from the Closing TimeDate, from and against any Claims which may be made or brought by against the Indemnified Party or which it may suffer or incur as a result of, in respect of, or arising out of any non-fulfilment of any covenant or agreement on the part of the Indemnifying Party under this Agreement or under the Share Purchase Agreement, as applicable to the Vendors herein, any Closing Document or any closing document or any incorrectness misrepresentation in or breach of any representation or warranty of the Indemnifying Party contained herein or in any closing documentClosing Document. Any amount which an Indemnifying Party is liable to pay to an Indemnified Party pursuant to this Section 7.1 12.1 shall bear interest at a rate per annum equal to the Prime Rate, calculated and payable monthly, both before and after judgment, with interest on overdue interest at the same rate, from the date the Indemnified Party disbursed funds, suffered damages or losses or incurred a loss, liability or expense in respect of a Claim, to the date of payment by the Indemnifying Party to the Indemnified Party. Any amount which an Indemnifying Party is required to pay to an Indemnified Party pursuant to this Section 7.1 (including interest thereon) is called an "Indemnified Loss". The foregoing obligation of indemnification in respect of such Claims shall be subject to the time limitation set forth in Section 6.1 Sections 11.1 and 11.2 hereof respecting the survival of the representations and warranties of the parties.

Appears in 1 contract

Samples: Subscription Services Agreement (Copernic Inc)

Indemnification for Breaches of Representations and Warranties. The Vendors agree with Dectron and Dectron agrees with the Vendors (the party agreeing to indemnify another party being called the "Indemnifying PartyINDEMNIFYING PARTY" and the party to be indemnified being called the "Indemnified PartyINDEMNIFIED PARTY") to indemnify and save harmless the Indemnified Party, effective as and from the Closing Time, from and against any Claims which may be made or brought by against the Indemnified Party or which it may suffer or incur as a result of, in respect of, or arising out of any non-fulfilment of any covenant or agreement on the part of the Indemnifying Party under this Agreement or under the Share Purchase Agreement, as applicable to the Vendors herein, or any closing document or any incorrectness in or breach of any representation or warranty of the Indemnifying Party contained herein or in any closing document. Any amount which an Indemnifying Party is liable to pay to an Indemnified Party pursuant to this Section 7.1 6.1 shall bear interest at a rate per annum equal to the Prime Rate, calculated and payable monthly, both before and after judgment, from the date the Indemnified Party disbursed funds, suffered damages or losses or incurred a loss, liability or expense in respect of a Claim, to the date of payment by the Indemnifying Party to the Indemnified Party. Any amount which an Indemnifying Party is required to pay to an Indemnified Party pursuant to this Section 7.1 6.1 (including interest thereon) is called an "Indemnified LossINDEMNIFIED LOSS". The foregoing obligation of indemnification in respect of such Claims shall be subject to the time limitation set forth in Section 6.1 Sections 5.1 and ? hereof respecting the survival of the representations and warranties of the parties.

Appears in 1 contract

Samples: Share Purchase Agreement (Dectron Internationale Inc)

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Indemnification for Breaches of Representations and Warranties. The Vendors agree with Dectron and Dectron [FIRST PARTY NAME] agrees with the Vendors [SECOND PARTY NAME] and [SECOND PARTY NAME] agrees with [FIRST PARTY NAME] (the party agreeing to indemnify another party being called the "Indemnifying Party" and the party to be indemnified being called the "Indemnified Party") to indemnify and save harmless the Indemnified Party, effective as and from the Closing Time, from and against any Claims which may be made or brought by against the Indemnified Party or which it may suffer or incur as a result of, in respect of, or arising out of any non-fulfilment fulfillment of any covenant or agreement on the part of the Indemnifying Party under this Agreement or under the Share Purchase Agreement, as applicable to the Vendors herein, or any closing document or any incorrectness in or breach of any representation or warranty of the Indemnifying Party contained herein or in any closing document. Any amount which an Indemnifying Party is liable to pay to an Indemnified Party pursuant to this Section 7.1 6.1 shall bear interest at a rate per annum equal to the Prime Rate, calculated and payable monthly, both before and after judgment, with interest on overdue interest at the same rate, from the date the Indemnified Party disbursed funds, suffered damages or losses or incurred a loss, liability or expense in respect of a Claim, to the date of payment by the Indemnifying Party to the Indemnified Party. Any amount which an Indemnifying Party is required to pay to an Indemnified Party pursuant to this Section 7.1 6.1 (including interest thereon) is called an "Indemnified Loss". The foregoing obligation of indemnification in respect of such Claims shall be subject to the time limitation set forth in Section 6.1 Sections 5.1 and 5.2 hereof respecting the survival of the representations and warranties of the parties.

Appears in 1 contract

Samples: Offer to Purchase Shares

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