Indemnification in Favour of the Vendor. Subject to Section 9.4, the Purchaser shall indemnify and save the Vendor and its shareholders, directors, officers, employees, Affiliates, agents, representatives, successors and permitted assigns harmless of and from, and shall pay for, any Damages suffered by, imposed upon or asserted against it or any of them as a result of, in respect of, connected with, or arising out of, under or pursuant to:
(a) any breach or inaccuracy of any representation or warranty in Section 5.1 for which a notice of claim under Section 9.5 has been provided to the Purchaser within the applicable period specified in Section 9.1;
(b) any failure of the Purchaser to perform or fulfil any of its covenants or obligations under this Agreement; and
(c) all reasonable fees and expenses incurred by the Vendor in enforcing the provisions of this Section 9.3.
Indemnification in Favour of the Vendor. The Purchaser shall indemnify and save the Vendor and its shareholders, directors, officers, employees, agents and representatives harmless of and from, and shall pay for, any Damages suffered by, imposed upon or asserted against it or any of them as a result of, in respect of, connected with, or arising out of, under or pursuant to:
(a) any breach or inaccuracy of any representation or warranty given by the Purchaser contained in this Agreement; and
(b) any failure of the Purchaser to perform or fulfil any of its covenants or obligations under this Agreement.
Indemnification in Favour of the Vendor. The Purchaser shall indemnify and save the Vendors and their respective shareholders, directors, officers, trustees, employees, agents and representatives (collectively, the “Vendor Indemnified Persons”) harmless of and from any Damages suffered by, imposed upon or asserted against any of the Vendor Indemnified Persons as a result of, in respect of, connected with, or arising out of, under or pursuant to:
(a) any failure of the Purchaser to perform or fulfil any covenant of the Purchaser under this Agreement; and
(b) any breach or inaccuracy of any representation or warranty given by the Purchaser contained in this Agreement.
Indemnification in Favour of the Vendor. (1) Following Closing the Purchaser Parties will, jointly and severally, indemnify and save each of the Vendor Parties and their respective Affiliates, and their respective Representatives, successors and permitted assigns (collectively, the "Vendor Indemnified Parties") 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:.
(a) any breach by any of the Purchaser Parties of any representation and warranty in this Agreement or any certificate delivered by either of the Purchaser Parties at the Closing;
(b) any breach by the Purchaser Parties of any of their respective Surviving Pre-Closing Covenants;
(c) any breach by the Purchaser Parties of any of their respective Post-Closing Covenants;
(d) any Coal Liabilities, in each case whether arising before, on or after the Closing Date, excluding (for the avoidance of doubt) any Coal Liabilities to the extent arising out of, in respect of, associated with, in connection with or attributable to (i) any breach by any of the Vendor Parties of any provision of this Agreement or any certificate delivered at the Closing, or (ii) any obligations of the Vendor Parties pursuant to any provision of this Agreement or any certificate delivered at the Closing;
(e) any Vendor Credit Support Instruments that are not terminated, cancelled and/or returned to the Vendor Parent or its applicable Subsidiaries (other than the Purchased Entities) at Closing pursuant to Section 5.9;
(f) any matters specified in Section 5.17(3);
(g) the amounts specified in Section 11.3(3); and
(h) any amounts referred to in Section 11.5(2).
(2) In respect of the rights of the Vendor Indemnified Parties to, and the obligations of the Purchaser Parties for, indemnification pursuant to Section 10.3(1)(d), Section 10.3(1)(g) or Section 10.3(1)(h), the Purchaser Parties shall only have Liability with respect to (a) the amount of Damages with respect to any such claim pursuant to Section 10.3(1)(d), Section 10.3(1)(g) or Section 10.3(1)(h) (as applicable), multiplied by (b) the Attributable Interest.
Indemnification in Favour of the Vendor. (1) Subject to Section 8.04, the Purchaser shall indemnify and save the Vendor harmless of and from any Claim or Loss suffered by, imposed upon or asserted against the Vendor as a result of, in respect of, connected with or arising out of, under or pursuant to:
(a) any failure by the Purchaser to perform and fulfill any covenant of the Purchaser under this Agreement or any Ancillary Agreement;
(b) subject to the limitation period set forth in Section 8.01 hereof, any breach or inaccuracy of any representation or warranty given by the Purchaser contained in this Agreement or in any Ancillary Agreement; or
(c) the guarantee given by the Vendor in connection with the Lease, if and only if such indemnification sought by the Vendor arises out of a Claim made by the Landlord against the Vendor resulting from failure by the Purchaser to comply with the terms of the Lease after the Closing Date.
(2) Subject to Section 8.04, Teleplus Enterprises shall indemnify and save the Vendor harmless of and from any Claim or Loss suffered by, imposed upon or asserted against the Vendor as a result of, in respect of, connected with or arising out of, under or pursuant to:
(a) any failure by Teleplus Enterprises to perform and fulfill any covenant of Teleplus Enterprises under this Agreement or any Ancillary Agreement; or
(b) subject to the limitation period set forth in Section 8.01 hereof, any breach or inaccuracy of any representation or warranty given by Teleplus Enterprises contained in this Agreement or in any Ancillary Agreement.
Indemnification in Favour of the Vendor. (1) Subject to Section 9.5, the Purchaser shall indemnify and save the Vendor harmless of and from, and shall pay for, any Damages suffered by, imposed upon or asserted against it or any of them as a result of, in respect of, connected with, or arising out of, under or pursuant to:
(a) any breach or inaccuracy of any representation or warranty given by the Purchaser contained in this Agreement and any Ancillary Agreement or the certificate to be delivered pursuant to Section 6.2(a); and
(b) any failure of the Purchaser to perform or fulfil any of its covenants or obligations under this Agreement or any Ancillary Agreement.
Indemnification in Favour of the Vendor. (a) Subject to , following Closing the Purchaser will indemnify and save the Vendor 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:
(i) any breach or inaccuracy of any representation or warranty in or the certificate to be delivered pursuant to , for which a notice of claim under has been provided to the Purchaser within the applicable period specified in ; and
(ii) any failure of the Purchaser to perform or fulfil any of its covenants or obligations under this Agreement.
(b) The right to indemnification under exists notwithstanding and notwithstanding any representation and warranty in .
Indemnification in Favour of the Vendor. If the Closing occurs, the Purchaser shall indemnify and save Hxxxx, the Vendor and their shareholders, directors, officers, employees, agents, representatives, successors and assigns (the "VENDOR INDEMNIFIED PARTIES") harmless of and from any Damages suffered by, imposed or asserted against the Vendor Indemnified Parties as a result of, in respect of, connected with, or arising out of, under or pursuant to:
(a) any failure of the Purchaser to perform or fulfil any condition or covenant to be fulfilled or complied with by the Purchaser under this Agreement; and
(b) subject to Section 9.4, any breach of any representation or warranty given by the Purchaser contained in this Agreement, provided that the Purchaser shall not be required to indemnify or save harmless the Vendor Indemnified Parties unless the Vendor shall have provided notice to the Purchaser in accordance with Section 9.5 on or prior to the expiration of the survival time period related to such representation and warranty as set out in Section 9.4.
Indemnification in Favour of the Vendor. Subject to Section 5.3, the Purchaser shall indemnify and save the Vendor harmless of and from any Damages suffered by, imposed upon or asserted against the Vendor as a result of, in respect of, connected with, or arising out of, under or pursuant to:
(a) Any failure of the Purchaser to perform or fulfil any covenant of the Purchaser under this Agreement; and
(b) Any breach or inaccuracy of any representation or warranty given by the Purchaser contained in this Agreement.
Indemnification in Favour of the Vendor. Subject to Section 6.03, the Purchaser will indemnify and save the Vendor and its Affiliates, directors, officers, partners, employees, agents and representatives harmless from and against any Claims arising from, as a result of, in respect of, connected with, or arising out of, under or pursuant to:
(a) any breach or inaccuracy of any representation or warranty in Article 4;
(b) any failure, breach or non-performance by the Purchaser, TG Guarantor or their Affiliates, their personnel or any Contractors (collectively the “Purchaser’s Parties”) to perform or fulfil any of its covenants or obligations under the Transaction Documents;
(c) the Purchaser Parties’ conduct of the Removal;
(d) any wrongful or negligent act, error or omission of any of the Purchaser Parties in the course of the Removal;
(e) any Environmental Claims, including any such Environmental Claims asserted by a Governmental Authority or other third party related to:
(i) the Purchased Assets whether or not the facts giving rise to such Environmental Claims occurred or existed prior or after the Signature Date; and
(ii) the conduct of the Removal by the Purchaser, its Affiliates, contractors or employees but solely to the extent that such Environmental Claims related to the conduct of the Removal by the Purchaser, its Affiliates, contractors or employees arise on or after the Signature Date;
(f) any breach by the Purchaser to perform or fulfil any of its covenants or obligations under the Subscription Agreement, provided that the Purchaser fails to cure or take substantial steps to cure such breach within 15 days of receiving written notice from the Vendor of such breach; and
(g) any other facts, circumstances, actions, or matters related to the Purchased Assets arising on or after the Signature Date to the extent that such facts, circumstances, actions or matters arise as a result of an action taken or omission by the Purchaser, its Affiliates, contractors or employees.
