Indemnification in Favour of the Purchaser. (1) Subject to Section 9.1 and Section 9.4, the Vendor shall indemnify and save each of the Purchaser and the Purchased Corporations and their respective shareholders, directors, officers, employees, agents and representatives, successors and permitted assigns harmless of and from, and shall pay for, any Damages suffered by, imposed upon or asserted against any of them as a result of, in respect of, connected with, or arising out of, under, or pursuant to:
Indemnification in Favour of the Purchaser. Each of the Access Parties severally, and not jointly or jointly and severally or jointly and solidarily, indemnifies and holds the Purchaser, its Affiliates and their respective officers, directors, and Representatives (collectively, the “Access Party Indemnified Parties”) harmless against and in respect of any and all Losses which the Access Party Indemnified Parties may suffer, sustain, pay or incur arising out of or otherwise in connection with such Access Party’s or its Agents’ use and/or access to the Premises or conduct of the Sale Activities, including any Losses arising out of any breach or default by such Access Party of its obligations hereunder, or arising out of or otherwise in connection with such Access Party’s or its Agents’ use and/or access to the Premises or conduct of the Sale Activities; provided, however, that the indemnification in this Section 3.1 shall not in any way delay any distribution to creditors of the applicable indemnifying CCAA Party unless at the time of the proposed distribution an actual claim seeking indemnification under this Section3.1 has been made by an Access Party Indemnified Party and an adequate cash or other reserve is not available in respect of such claim if such claim were to be finally determined at a later date to be valid. No Access Party will be required to indemnify any Access Party Indemnified Party against and in respect of any Losses which were the result of actions of other Access Parties or their respective Agents.
Indemnification in Favour of the Purchaser. The Seller will indemnify, defend and save harmless the Purchaser and its Affiliates, and their respective directors, officers and employees (collectively, the “Purchaser Indemnitees”) from any Damages suffered by, imposed upon or asserted against any of the Purchaser Indemnitees as a result of, in respect of, connected with, or arising out of, under, or pursuant to:
Indemnification in Favour of the Purchaser. Subject to Section 7.3, Section 7.4, and Section 7.5, the Vendor shall indemnify and save the Purchaser and its shareholders, directors, officers, employees, agents and representatives (collectively, the "Purchaser's Indemnified Persons") harmless of and from any loss, liability, claim, damage (including incidental and consequential damage) or expense (whether or not involving a third-party claim) including legal expenses (each, a "Loss" and collectively, "Losses") suffered by, imposed upon or asserted against any of the Purchaser's Indemnified Persons as a result of, in respect of, connected with, or arising out of, under, or pursuant to:
Indemnification in Favour of the Purchaser. Subject to Section 8.3, each of the Vendors shall indemnify and save harmless the Purchaser from and against any loss, liability, Claim, damage (including incidental and consequential damage) or expense (whether or not involving a Third Party Claim) including legal expenses (collectively, “Damages”) suffered by, imposed upon or asserted against the Purchaser arising out of or resulting from:
Indemnification in Favour of the Purchaser. Subject to Section 13, the Vendor, jointly and severally with the Principals (but severally and not jointly and severally among the Principals), agree to indemnify and save the Purchaser harmless of and from, and shall pay for, any damages suffered by, imposed upon or asserted against it as a result of, in respect of, connected with, or arising out of, under, or pursuant to:
Indemnification in Favour of the Purchaser. (1) Subject to Section 9.4, the Vendors will jointly and severally, in the case of Fund IV Canada and Fund IV US, and severally, in the case of Manulife and Hxxxxx, indemnify and save each of the Purchaser and its shareholder, representatives and affiliates, and from and after the Closing, the Purchased Corporations, harmless of and from, and will pay for, any Damages suffered by, imposed upon or asserted against any of them as a result of, in respect of, connected with, or arising out of, under, or pursuant to:
Indemnification in Favour of the Purchaser. If the Closing occurs, each of the Vendor and Hxxxx shall, jointly and severally, indemnify and save the Purchaser, the Purchased Companies and their shareholders, directors, trustees, officers, employees, agents, representatives, successors and assigns (the "PURCHASER INDEMNIFIED PARTIES") harmless of and from any loss, liability, claim, damage or expense (whether or not involving a third-party claim) including reasonable legal fees and expenses (collectively, "DAMAGES") suffered by, imposed upon or asserted against a Purchaser Indemnified Party as a result of, in respect of, connected with, or arising out of, under, or pursuant to:
Indemnification in Favour of the Purchaser. (1) Subject to Section 9.5, each Vendor shall severally indemnify and save each of the Purchaser and the Purchaser's directors, officers, agents and representatives (collectively, the "Purchaser's Indemnified Persons"), together with the Corporation and the Corporation's directors, officers, agents and representatives harmless of and from any loss, liability, claim, damage or expense (whether or not involving a third-party claim) including legal expenses suffered by, imposed upon or asserted against any of the Purchaser's Indemnified Persons, together with the Corporation and the Corporation's directors, officers, agents and representatives as a result of, in respect of, connected with, or arising out of, under, or pursuant to any and all debts, obligations and other liabilities (whether absolute, accrued, contingent, fixed or otherwise, or whether known or unknown, or due or to become due or otherwise), monetary damages, fines, fees, penalties, interest obligations, deficiencies, losses and expenses (including without limitation amounts paid in settlement, interest, court costs, costs of investigators, fees and expenses of attorneys, accountants, financial advisors and other experts, and other expenses of litigation) (collectively "Damages") incurred or suffered by the Purchaser or any Affiliate thereof resulting from, relating to or constituting any breach by such Vendor of the representations and warranties of such Vendor set out in Section 3.1
Indemnification in Favour of the Purchaser. (a) Subject to , following Closing the Parent and the Vendor will indemnify and save the Purchaser harmless of and from, and will pay for, any Damages suffered by, imposed upon or asserted against it as a result of, in respect of, connected with, or arising out of, under, or pursuant to:
