Common use of Indemnity by the Purchaser Clause in Contracts

Indemnity by the Purchaser. Purchaser covenants and agrees to indemnify, defend, protect and hold harmless Vendor, and its officers, directors, employees, stockholders, agents, representatives and affiliates (collectively, together with Vendor, the “Vendor Indemnified Parties”) at all times from and after the date of this Agreement from and against all losses, liabilities, damages, claims, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys’ fees and expenses of investigation), whether or not involving a third party claim and regardless of any negligence of any Vendor Indemnified Party (collectively, “Losses”) incurred by any Vendor Indemnified Party as a result of or arising from (i) any breach of the representations and warranties of Purchaser set forth herein or in certificates delivered in connection herewith, (ii) any breach or nonfulfillment of any covenant or agreement (including any other agreement of Purchaser to indemnify Vendor set forth in this Agreement) on the part of Purchaser under this Agreement, (iii) any debt, liability or obligation of the Corporation, (iv) the conduct and operations of the business of the Corporation whether before or after Closing, (v) claims asserted against the Corporation whether before or after Closing, or (vi) any federal or state income tax payable by Vendor and attributable to the transaction contemplated by this Agreement. Vendor agrees to give prompt written notice to the Purchaser of the allegation by any third party of the existence of any liability, obligation, contract, other commitment or state of facts referred to in this Section 5.2. The Purchaser shall be entitled to control the contest, defense, settlement or compromise of any such claim (including the engagement of counsel in connection therewith), at his own cost and expense, including the cost and expense of reasonable attorneys’ fees in connection with such contest, defense, settlement or compromise, and Vendor shall have the right to participate in the contest, defense, settlement or compromise of any such claim at its own cost and expense, including the cost and expense of reasonable attorneys’ fees in connection with such participation. Notwithstanding the foregoing, the Purchaser shall not settle or compromise any such claim without the prior written consent of Vendor, which consent shall not be unreasonably withheld, provided, that such consent shall not be required in the event that the settlement or compromise includes an unconditional and complete release of the Vendor Indemnified Parties and does not provide for any ongoing obligations of Vendor.

Indemnity by the Purchaser. The Purchaser covenants and agrees to indemnify, defend, protect indemnify and hold harmless Vendor, Vendor and its affiliates, officers, directors, employees, stockholders, agents, representatives directors and affiliates employees (collectively, together with Vendor, the “Vendor Indemnified Parties”) at all times ), from and after against, and to reimburse the date of this Agreement from and against all losses, liabilities, damages, claims, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys’ fees and expenses of investigation), whether or not involving a third party claim and regardless of any negligence of any Vendor Indemnified Party (collectivelyParties on demand with respect to, “Losses”) any and all Losses incurred by any the Vendor Indemnified Party as a result Parties by reason of or arising from out of or in connection with (i) any the breach of the representations and warranties of Purchaser set forth herein any representation or warranty contained in certificates delivered in connection herewithSection 3 hereof, (ii) any breach or nonfulfillment the failure of any covenant or agreement (including any other agreement of the Purchaser to indemnify Vendor set forth in perform any agreement required by this Agreement) on the part of Purchaser under this AgreementAgreement to be performed by him, or (iii) any debt, liability and all monetary and non-monetary obligations and liabilities of any kind or obligation nature whatsoever accruing after the Time of Closing in respect of the Corporation, (iv) the conduct and operations of the business of the Corporation whether before or after Closing, (v) claims asserted against the Corporation whether before or after Closing, or (vi) any federal or state income tax payable by Vendor and attributable to the transaction contemplated by this Agreement. Vendor agrees to give prompt written notice to the Purchaser of the allegation by any third party of the existence of any liability, obligation, contract, other commitment or state of facts referred to in this Section 5.2. The Purchaser shall be entitled to control the contest, defense, settlement or compromise of any such claim (including the engagement of counsel in connection therewith), at his own cost and expense, including the cost and expense of reasonable attorneys’ fees in connection with such contest, defense, settlement or compromise, and Vendor shall have the right to participate in the contest, defense, settlement or compromise of any such claim at its own cost and expense, including the cost and expense of reasonable attorneys’ fees in connection with such participation. Notwithstanding the foregoing, the Purchaser shall not settle or compromise any such claim without the prior written consent of Vendor, which consent shall not be unreasonably withheld, provided, that such consent shall not be required in the event that the settlement or compromise includes an unconditional and complete release of the Vendor Indemnified Parties and does not provide for any ongoing obligations of Vendor.

Indemnity by the Purchaser. The Purchaser covenants shall indemnify the Vendors’ Indemnified Parties and agrees to indemnify, defend, protect and hold save them fully harmless Vendoragainst, and its officerswill reimburse them for, directorsany Damages arising from, employees, stockholders, agents, representatives and affiliates in connection with or related in any manner whatsoever to: (collectively, together with Vendor, a) any incorrectness in or breach of any representation or warranty of the “Vendor Indemnified Parties”) at all times from and after the date of Purchaser contained in this Agreement from and against all losses, liabilities, damages, claims, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys’ fees and expenses of investigation), whether or not involving a third party claim and regardless of any negligence of any Vendor Indemnified Party (collectively, “Losses”) incurred by any Vendor Indemnified Party as a result of or arising from (i) any breach of the representations and warranties of Purchaser set forth herein or in certificates any other agreement, certificate or instrument executed and delivered in connection herewith, pursuant to this Agreement; and (iib) any breach or nonfulfillment non-fulfilment of any covenant or agreement (including any other agreement of Purchaser to indemnify Vendor set forth in this Agreement) on the part of the Purchaser under contained in this Agreement or in any other agreement, certificate or instrument executed and delivered pursuant to this Agreement, (iii) any debtincluding the Purchaser’s covenant to execute and deliver the election forms referred to in Section 2.6(b), liability or obligation but provided that the Canadian Vendors that have suffered Damages as a result of the Corporation, (iv) Purchaser’s failure to execute and deliver such election forms have complied with their covenants contained in Section 2.6; For greater certainty and without limiting the conduct and operations generality of the business provisions of Sections 7.3(a) and 7.3(b), the indemnity provided for in Section 7.3(b) shall extend to any Damages arising from any act, omission or state of facts that occurred or existed prior to the Closing Time, and whether or not disclosed in any Schedule to this Agreement. The rights to indemnification of the Corporation Vendors’ Indemnified Parties under this Section 7.3 shall apply notwithstanding any inspection or inquiries made by or on behalf of any of the Vendors’ Indemnified Parties, or any knowledge acquired or capable of being acquired by any of the Vendors’ Indemnified Parties or facts actually known to any of the Vendors’ Indemnified Parties (whether before or after the execution and delivery of this Agreement and whether before or after Closing, (v) claims asserted against the Corporation whether before or after Closing, or (vi) any federal or state income tax payable by Vendor and attributable to the transaction contemplated by this Agreement). Vendor agrees to give prompt written notice to the Purchaser of the allegation by any third party of the existence The waiver of any liability, obligation, contract, other commitment or state of facts referred to in this Section 5.2. The Purchaser shall be entitled to control condition based upon the contest, defense, settlement or compromise accuracy of any such claim (including representation and warranty or the engagement performance of counsel in connection therewith), at his own cost and expense, including the cost and expense of reasonable attorneys’ fees in connection with such contest, defense, settlement or compromise, and Vendor any covenant shall have not affect the right to participate in the contestindemnification, defensereimbursement or other remedy based upon such representation, settlement warranty or compromise of any such claim at its own cost and expense, including the cost and expense of reasonable attorneys’ fees in connection with such participation. Notwithstanding the foregoing, the Purchaser shall not settle or compromise any such claim without the prior written consent of Vendor, which consent shall not be unreasonably withheld, provided, that such consent shall not be required in the event that the settlement or compromise includes an unconditional and complete release of the Vendor Indemnified Parties and does not provide for any ongoing obligations of Vendorcovenant.

Indemnity by the Purchaser. The Purchaser covenants shall indemnify the Vendor Indemnified Parties and agrees to indemnify, defend, protect and hold save them fully harmless Vendoragainst, and its officerswill reimburse or compensate them for, directorsany Damages arising from, employees, stockholders, agents, representatives and affiliates or in connection with: (collectively, together with Vendor, the “Vendor Indemnified Parties”) at all times from and after the date of this Agreement from and against all losses, liabilities, damages, claims, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys’ fees and expenses of investigation), whether or not involving a third party claim and regardless of any negligence of any Vendor Indemnified Party (collectively, “Losses”) incurred by any Vendor Indemnified Party as a result of or arising from (ia) any breach of any representation or warranty of the representations and warranties of Purchaser set forth herein or contained in certificates delivered in connection herewith, this Agreement; (iib) any breach or nonfulfillment non-fulfilment of any covenant or agreement (including any other agreement of Purchaser to indemnify Vendor set forth in this Agreement) on the part of the Purchaser under contained in this AgreementAgreement that by its terms applies or is to be performed in whole or in part prior to or on the Closing Date; (c) any breach or any non-fulfilment of any covenant or agreement on the part of the Purchaser contained in this Agreement that by its terms applies or is to be performed in whole after the Closing Date; (d) any claims pertaining to (i) information contained in the Prospectus or related public filings, other than Scotia Information, (iiiii) Alignvest’s Qualifying Acquisition (as such term is defined in the Signing Date Sagicor Arrangement Agreement), other than related to Scotia Information; (e) actions taken at the request of the Purchaser pursuant to Section 7.2(1); and (f) (i) with respect to Offered Employees (whether offers pursuant to Section 7.6(1) or transfers pursuant to Section 7.6(5) are accepted or rejected by any debtOffered Employee), liability notice, pay in lieu of notice, severance or obligation termination pay or other payments or benefits in connection with the cessation or change to the terms and conditions of, their employment with the Vendor resulting from the transactions contemplated by this Agreement and (ii) all Employee Liabilities arising following Closing in respect of Offered Employees who accept offers of employment or are transferred to employment with the Corporation, (ivbut, for greater certainty, Sections 6.3(d) the conduct and operations of the business of the Corporation whether before or after Closing, (v6.3(f) claims asserted against the Corporation whether before or after Closing, or (vi) any federal or state income tax payable by Vendor and attributable shall not apply to the transaction contemplated extent the applicable Damages arise as a result of fraud, negligence or intentional misrepresentation by this Agreement. Vendor agrees to give prompt written notice to the Purchaser of the allegation by any third party of the existence of any liability, obligation, contract, other commitment or state of facts referred to in this Section 5.2. The Purchaser shall be entitled to control the contest, defense, settlement or compromise of any such claim (including the engagement of counsel in connection therewith), at his own cost and expense, including the cost and expense of reasonable attorneys’ fees in connection with such contest, defense, settlement or compromise, and Vendor shall have the right to participate in the contest, defense, settlement or compromise of any such claim at its own cost and expense, including the cost and expense of reasonable attorneys’ fees in connection with such participation. Notwithstanding the foregoing, the Purchaser shall not settle or compromise any such claim without the prior written consent of Vendor, which consent shall not be unreasonably withheld, provided, that such consent shall not be required in the event that the settlement or compromise includes an unconditional and complete release of the Vendor Indemnified Parties and does not provide for any ongoing obligations of Vendor.

Indemnity by the Purchaser. The Purchaser covenants will indemnify and agrees to indemnify, defend, protect and hold harmless Vendor, save each Vendor and its officers, current and former directors, employeesofficers and employees of each Vendor and its Affiliates and their heirs, stockholders, agents, representatives successors and affiliates assigns (collectively, together with Vendor, the “Vendor Vendors’ Indemnified PartiesPersons”) at all times from and after the date of this Agreement harmless from and against all lossesLosses suffered or incurred by the Vendors’ Indemnified Persons: (a) by reason of, liabilities, damages, claims, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys’ fees and expenses arising out of investigation), whether or not involving a third party claim and regardless otherwise in respect of any negligence inaccuracy in, breach of any Vendor Indemnified Party representation or warranty, or a failure to perform or observe fully any covenant, agreement or obligation of, the Purchaser in or under this Agreement or in or under any document, instrument or agreement delivered pursuant to this Agreement by the Purchaser; (collectively, “Losses”b) incurred by any Vendor Indemnified Party as a result arising out of or in connection with any liabilities or obligations of that Vendor relating to that Vendor’s Purchased Assets assumed by the Purchaser pursuant to Section 2.7 of this Agreement; or (c) arising from (iout of or in connection with any and all claims of third parties relating to that Vendor’s Purchased Assets or the operation thereof, in each case after the respective Time of Closing, provided that such claim or the event giving rise thereto did not arise prior to the relevant Time of Closing. Any claim for indemnification made pursuant to Section 8.6(a) any breach in respect of the representations and warranties must be made within one year from the applicable Closing Date. Any claim for indemnification made pursuant to Section 8.6(a) (other than covenants and obligations under Sections 2.7, 7.2, 8 and 10.2) must be made within two years from the applicable Closing Date. Any claim for indemnification in respect of Purchaser set forth herein or covenants and obligations under Section 7.2 must be made within the time specified in certificates delivered in connection herewith, (ii) Section 8.2. All other claims for indemnification pursuant to Section 8.6 may be made at any breach or nonfulfillment of any covenant or agreement (including any other agreement of Purchaser to indemnify Vendor set forth in this Agreement) on the part of Purchaser under this Agreement, (iii) any debt, liability or obligation of the Corporation, (iv) the conduct and operations of the business of the Corporation whether before or after Closing, (v) claims asserted against the Corporation whether before or after Closing, or (vi) any federal or state income tax payable by Vendor and attributable to the transaction contemplated by this Agreement. Vendor agrees to give prompt written notice to the Purchaser of the allegation by any third party of the existence of any liability, obligation, contract, other commitment or state of facts referred to in this Section 5.2. The Purchaser shall be entitled to control the contest, defense, settlement or compromise of any such claim (including the engagement of counsel in connection therewith), at his own cost and expense, including the cost and expense of reasonable attorneys’ fees in connection with such contest, defense, settlement or compromise, and Vendor shall have the right to participate in the contest, defense, settlement or compromise of any such claim at its own cost and expense, including the cost and expense of reasonable attorneys’ fees in connection with such participation. Notwithstanding the foregoing, the Purchaser shall not settle or compromise any such claim without the prior written consent of Vendor, which consent shall not be unreasonably withheld, provided, that such consent shall not be required in the event that the settlement or compromise includes an unconditional and complete release of the Vendor Indemnified Parties and does not provide for any ongoing obligations of Vendortime.

Indemnity by the Purchaser. (a) The Purchaser covenants and hereby agrees to indemnify, defend, protect indemnify and hold harmless Vendor, the Shareholders against and its officers, directors, employees, stockholders, agents, representatives with respect to any and affiliates all Losses (collectively, together with Vendor, the “Vendor Indemnified Parties”) at all times from after Taxes and after the date of this Agreement from and against all losses, liabilities, damages, claims, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys’ fees and expenses of investigation), whether or not involving a third party claim and regardless net of any negligence of any Vendor Indemnified Party (collectively, “Losses”insurance proceeds or payments from responsible parties) sustained or incurred by any Vendor Indemnified Party as a result of the Shareholders relating to, resulting from, arising out of or arising from otherwise by virtue of: (i) any breach of any representation or warranty of the representations and warranties of Purchaser set forth herein or Merger Sub contained in certificates this Agreement, the Disclosure Schedule or any other certificate or document required to be delivered in connection herewith, by the Purchaser or Merger Sub pursuant to this Agreement; (ii) any breach or nonfulfillment non-fulfillment of any covenant or agreement (including any other agreement of made by the Purchaser to indemnify Vendor set forth or Merger Sub contained in this Agreement) on the part of Purchaser under this Agreement, ; (iii) any debtoperations, liability actions or obligation omissions of the CorporationPurchaser, the Surviving Corporation or any Company Subsidiary after the Effective Time; and (iv) the conduct and operations any amounts which become payable as a portion of the business of Consideration after the Corporation whether before or after Closing, Effective Time. (vi) claims asserted against the Corporation whether before or after Closing, or (vi) any federal or state income tax payable by Vendor and attributable to the transaction contemplated by this Agreement. Vendor agrees to give prompt written notice to the Purchaser of the allegation by any third party of the existence of any liability, obligation, contract, other commitment or state of facts referred to in this Section 5.2. The Purchaser shall not be entitled to control the contest, defense, settlement or compromise of any such claim (including the engagement of counsel in connection therewithliable for amounts payable under Section 12.3(a), at his own cost until the total of all Losses exceeds $500,000 and expense, including the cost and expense then only for Losses in excess of reasonable attorneys’ fees in connection with such contest, defense, settlement or compromise, and Vendor shall have the right to participate in the contest, defense, settlement or compromise of any such claim at its own cost and expense, including the cost and expense of reasonable attorneys’ fees in connection with such participation. Notwithstanding the foregoing, the Purchaser shall not settle or compromise any such claim without the prior written consent of Vendor, which consent shall not be unreasonably withheld, $500,000; provided, that such consent limitation shall not apply to any Losses indemnifiable pursuant to Section 12.3(a)(iv). (ii) In no event shall the Purchaser be liable to the Shareholders for an amount greater than the Consideration. (iii) The Purchaser shall not be required to make any payment with respect to indemnifiable Losses under this Section 12.3 if such payment is in an amount less than $25,000; provided that such limitation shall not apply to the event that first $25,000 of indemnifiable Losses under this Section 12.3. (c) The indemnification provisions in this Section 12.3 are the settlement or compromise includes an unconditional and complete release sole post-Closing remedy of the Vendor Indemnified Parties and does not provide Shareholders for any ongoing obligations claims related to this Agreement and the transactions contemplated hereby. (d) The Purchaser, Merger Sub, the Company Subsidiaries and the Surviving Corporation waive any right to indemnification or contribution from the directors and officers of Vendorthe Company or the Company Subsidiaries with respect to actions or omissions prior to the Effective Time; provided, that nothing in this Section 12.3(d) shall be deemed a waiver of any rights to indemnification under Section 12.2.

Indemnity by the Purchaser. The Purchaser covenants will indemnify and agrees to indemnify, defend, protect and hold harmless save each Vendor, CMA CGM and its officers, their current and former directors, employees, stockholders, agents, representatives officers and affiliates (collectively, together with employees of each Vendor, CMA CGM and their Affiliates and their heirs, successors and assigns (the “Vendor Vendors’ Indemnified PartiesPersons”) at all times from and after the date of this Agreement harmless from and against all lossesduly documented Losses properly suffered or incurred by the Vendors’ Indemnified Persons: (a) by reason of, liabilities, damages, claims, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys’ fees and expenses arising out of investigation), whether or not involving a third party claim and regardless otherwise in respect of any negligence inaccuracy in, breach of any Vendor Indemnified Party material representation or warranty, or a failure to perform or observe fully any material covenant, agreement or obligation of, the Purchaser in or under this Agreement or in or under any document, instrument or agreement delivered pursuant to this Agreement by the Purchaser; or (collectively, “Losses”b) incurred by any Vendor Indemnified Party as a result arising out of or arising from in connection with any and all claims of third parties relating to that Vendor’s Purchased Assets or the operation thereof, in each case after the respective Date of Closing, provided that such claim or the event giving rise thereto did not arise prior to the relevant Date of Closing; or (c) by reason of (i) any breach non payment of the representations Contracted Assets Purchase Price made pursuant to Section 2.4 of this Agreement and warranties of Purchaser set forth herein in immediate available funds and without any set-off or in certificates delivered in connection herewith, reduction or (ii) any breach or nonfulfillment its refusal to take delivery and ownership of any covenant or agreement (including any other agreement of Purchaser to indemnify Vendor Vessel, unless such refusal is in compliance with the terms and conditions set forth in this Agreementherein. Any claim for indemnification made pursuant to Section 8.6(a) on the part of Purchaser under this Agreement, (iii) any debt, liability or obligation of the Corporation, (iv) the conduct and operations of the business of the Corporation whether before or after Closing, (v) claims asserted against the Corporation whether before or after Closing, or (vic) any federal (other than a claim made under Sections 7.2 or state income tax payable by Vendor and attributable 10.2) must be made within one year from the applicable Closing Date. Any claim for indemnification made pursuant to Section 8.5(b) must be made within two years from the transaction contemplated by this Agreementapplicable Closing Date. Vendor agrees to give prompt written notice to Any claim for indemnification under Section 7.2 or 10.2 hereof must be made within the Purchaser of the allegation by any third party of the existence of any liability, obligation, contract, other commitment or state of facts referred to timeframe specified in this Section 5.2. The Purchaser shall be entitled to control the contest, defense, settlement or compromise of any such claim (including the engagement of counsel in connection therewith), at his own cost and expense, including the cost and expense of reasonable attorneys’ fees in connection with such contest, defense, settlement or compromise, and Vendor shall have the right to participate in the contest, defense, settlement or compromise of any such claim at its own cost and expense, including the cost and expense of reasonable attorneys’ fees in connection with such participation. Notwithstanding the foregoing, the Purchaser shall not settle or compromise any such claim without the prior written consent of Vendor, which consent shall not be unreasonably withheld, provided, that such consent shall not be required in the event that the settlement or compromise includes an unconditional and complete release of the Vendor Indemnified Parties and does not provide for any ongoing obligations of Vendor8.2 hereof.