Common use of Indemnity by the Purchaser Clause in Contracts

Indemnity by the Purchaser. Subject to the provisions of this Article 7 and subject to the survival period set forth in Section 5.3 hereof, the Purchaser and/or such entities related to the Purchaser satisfactory to the Vendor, acting reasonably, hereby agrees to indemnify and save the Vendor and any director, officer or employee thereof, including any directors or officers of the Corporation and the Ontario Aoyuan Entities who cease to be directors and/or officers of such company as of the Closing Date (collectively, the “Vendor Indemnitees”) harmless from and against any claims, demands, actions, causes of action, damages, losses, deficiencies, costs, liabilities and expenses including legal fees on a solicitor-and-his own client basis in respect of the foregoing which may be made or brought against any of the Vendor Indemnitees or which any of the Vendor Indemnitees may suffer or incur as a result of, in respect of or arising out of: (a) any non-performance or non-fulfillment of any covenant or agreement on the part of the Purchaser contained in this Agreement or in any document or certificate given in order to carry out the transactions contemplated in this Agreement; (b) any misrepresentation, inaccuracy, incorrectness or breach of any representation or warranty made by the Purchaser contained in this Agreement or contained in any document or certificate given in order to carry out the transactions contemplated in this Agreement; and (c) any Claims for brokerage or other commissions relating to this Agreement or the transactions contemplated hereby which is agreed to or caused by actions of the Purchaser, or any Person associated with or affiliated with the Purchaser.

Indemnity by the Purchaser. Subject to the provisions of this Article 7 and subject to the survival period set forth in Section 5.3 hereof, the The Purchaser and/or such entities related to the Purchaser satisfactory to the Vendor, acting reasonably, hereby agrees to indemnify and save hold harmless the Vendor Seller of and from any directorloss, officer cost, expense, claim, interest, penalty, deficiency, obligation, liability or employee thereofdamage, including reasonable attorneys’ fees, accountants’ fees and other investigatory fees and out-of-pocket expenses, actually expended or incurred by the Seller, arising out of or resulting from (i) any directors breach of representation or officers of the Corporation and the Ontario Aoyuan Entities who cease warranty (including any misrepresentation in, or omission from, any certificate or other document furnished or to be directors and/or officers of such company as of furnished by it to the Closing Date (collectivelySeller hereunder), the “Vendor Indemnitees”) harmless from and against any claims, demands, actions, causes of action, damages, losses, deficiencies, costs, liabilities and expenses including legal fees on a solicitor-and-his own client basis in respect of the foregoing which may be made or brought against any of the Vendor Indemnitees or which any of the Vendor Indemnitees may suffer or incur as a result of, in respect of or arising out of: (a) any non-performance or non-fulfillment fulfillment, in whole or in part, of any covenant or agreement on the part of the Purchaser under this Agreement; (ii) any claim or liabilities arising out of or resulting from, and/or associated with, any action taken by the Seller and/or its authorized representatives in reliance on information provided to the Seller and/or its authorized representatives pursuant to Section 4.5(b); (iii) any claim or liabilities arising out of or resulting from, and/or associated with, any action taken by the Seller and/or its authorized representatives in reliance on information provided to the Seller and/or its authorized representatives pursuant to Section 6.12; (iv) any claim or liabilities arising out of or resulting from, and/or associated with, the Purchaser’s or the Company’s use of any Retained Name; (v) any claim or liabilities arising out of or resulting from, and/or associated with, the conduct or operation of the Company after the Closing Date except for matters covered by the Reinsurance Agreement and (vi) all actions, suits, proceedings, demands, assessments, judgments, costs and expenses incident to any of the foregoing. The same notice, valuation and payment provisions contained in Sections 8.1, 8.2 and 8.3 of this Agreement or in any document or certificate given in order with regard to carry out the transactions contemplated in this Agreement; (b) any misrepresentation, inaccuracy, incorrectness or breach of any representation or warranty made indemnification claims by the Purchaser contained in this Agreement or contained in any document or certificate given in order against the Seller shall apply with regard to carry out indemnification claims by the transactions contemplated in this Agreement; and (c) any Claims for brokerage or other commissions relating Seller against the Purchaser pursuant to this Agreement or Section 8.4, except that the transactions contemplated hereby which is agreed to or caused by actions of Seller shall be substituted for the Purchaser, or any Person associated with or affiliated with Purchaser and the PurchaserPurchaser for the Seller.

Indemnity by the Purchaser. Subject to the provisions of this Article 7 and subject to the survival period set forth in Section 5.3 hereof, the The Purchaser and/or such entities related to the Purchaser satisfactory to the Vendor, acting reasonably, hereby agrees to will indemnify and save the Vendor each Vendor, CMA CGM and any directortheir current and former directors, officer or employee thereofofficers and employees of each Vendor, including any directors or officers of the Corporation CMA CGM and the Ontario Aoyuan Entities who cease to be directors and/or officers of such company as of the Closing Date their Affiliates and their heirs, successors and assigns (collectively, the “Vendor IndemniteesVendors’ Indemnified Persons”) harmless from and against any claims, demands, actions, causes of action, damages, losses, deficiencies, costs, liabilities and expenses including legal fees on a solicitor-and-his own client basis in respect of all duly documented Losses properly suffered or incurred by the foregoing which may be made or brought against any of the Vendor Indemnitees or which any of the Vendor Indemnitees may suffer or incur as a result of, in respect of or arising out ofVendors’ Indemnified Persons: (a) any non-performance by reason of, arising out of or non-fulfillment otherwise in respect of any covenant inaccuracy in, breach of any material representation or warranty, or a failure to perform or observe fully any material covenant, agreement on the part of or obligation of, the Purchaser contained in or under this Agreement or in or under any document document, instrument or certificate given in order agreement delivered pursuant to carry out this Agreement by the transactions contemplated in this Agreement;Purchaser (including, without limitation, the Initial Asset Newbuilding MOA); or (b) arising out of or in connection with any misrepresentationand all claims of third parties relating to that Vendor’s Purchased Assets or the operation thereof, inaccuracyin each case after the respective Date of Closing, incorrectness provided that such claim or breach the event giving rise thereto did not arise prior to the relevant Date of any representation or warranty made by the Purchaser contained in this Agreement or contained in any document or certificate given in order to carry out the transactions contemplated in this AgreementClosing; andor (c) any Claims for brokerage or other commissions relating by reason of (i) non payment of the Initial Assets Purchase Price and/or the Contracted Assets Purchase Price made pursuant to Sections 2.3 and 2.4 of this Agreement and in immediate available funds and without any set-off or the transactions contemplated hereby which reduction or (ii) its refusal to take delivery and ownership of any Vessel, unless in such refusal is agreed to or caused by actions of the Purchaser, or any Person associated with or affiliated compliance with the Purchaserterms and conditions set forth herein. Any claim for indemnification made pursuant to Section 8.6(a) or (c) (other than a claim made under Sections 7.2 or 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 applicable Closing Date. Any claim for indemnification under Section 7.2 or 10.2 hereof must be made within the timeframe specified in Section 8.2 hereof.

Indemnity by the Purchaser. Subject to the provisions of this Article 7 and subject to the survival period limitations set forth in Section 5.3 hereofthis Article VII, the Purchaser and/or such entities related to shall indemnify, defend and hold harmless the Purchaser satisfactory to the VendorCompany Holders and their respective officers, acting reasonablydirectors, hereby agrees to indemnify stockholders, employees, agents, Affiliates, successors and save the Vendor assigns (each, a “Company Indemnitee” and any director, officer or employee thereof, including any directors or officers of the Corporation and the Ontario Aoyuan Entities who cease to be directors and/or officers of such company as of the Closing Date (collectively, the “Vendor Company Indemnitees”) harmless ), to the fullest extent permitted in law or equity, from and against any claimsand all Losses imposed on, demandssustained, actionssuffered, causes of actionincurred or paid, damages, losses, deficiencies, costs, liabilities and expenses including legal fees on a solicitor-and-his own client basis whether in respect of third-party claims, claims between the foregoing which may be made parties hereto, or brought against any of otherwise, directly or indirectly by the Vendor Indemnitees or which any of the Vendor Indemnitees may suffer or incur Company Indemnitees, as a result of, in respect of connection with or arising out of: of (ai) any non-performance breach, violation or non-fulfillment of any covenant or agreement on the part of the Purchaser or Merger Sub contained in this Agreement Agreement, any Transaction Document or in any document delivered in connection herewith or certificate given in order to carry out the transactions contemplated in this Agreement; therewith, or (bii) any misrepresentation, inaccuracy, incorrectness or breach of or inaccuracy in any representation or warranty made by the Purchaser or Merger Sub contained in this Agreement, any Transaction Document as of the date of this Agreement and the Closing Date; provided, however, for purposes of this Section 7.2(c)(ii), (A) any qualifications relating to materiality, including the term “Material Adverse Effect,” or relating to knowledge contained in any document such representation or certificate given warranty shall be disregarded for purposes of determining whether such representation or warranty was breached or inaccurate and for purposes of calculating the amount of Losses resulting therefrom and (B) Losses shall mean solely (1) the diminution in order value of the Closing Stock Consideration and Aggregate Warrant Consideration received by the Company Holders, (2) expenses (including reasonable attorneys’ fees) with respect thereto, and (3) reasonable expenses of investigation and defense (including reasonable attorneys’ fees and expenses) with respect to carry out the transactions contemplated in this Agreement; and (c) any Claims Third Party Claims. Any claims for brokerage or other commissions relating indemnification pursuant to this Agreement Section 7.2(c) shall be brought only by the Stockholder Representative and not by any Company Holders, whether individually or the transactions contemplated hereby which is agreed to or caused by actions of the Purchaser, or any Person associated with or affiliated with the Purchasercollectively.

Indemnity by the Purchaser. Subject to the provisions of this Article 7 and subject to the survival period set forth in Section 5.3 hereof6.10, the Purchaser and/or such entities related to the Purchaser satisfactory to the Vendor, acting reasonably, hereby agrees to shall indemnify and save hold the Vendor and any directorits directors, officer or employee thereofofficers, including any directors or officers of the Corporation employees, agents and representatives and the Ontario Aoyuan Entities who cease to be directors and/or Vendor's Affiliates and their directors, officers of such company as of the Closing Date (collectively, the “Vendor Indemnitees”) and employees harmless from and against any claims, demands, actions, causes of action, damages, losses, deficiencies, costs, liabilities and expenses including legal fees on a solicitor-and-his own client basis in respect of the foregoing any Claim which may be made or brought against any of the Vendor Indemnitees an Indemnified Party or which any of the Vendor Indemnitees an Indemnified Party may suffer or incur directly as a result of, in respect of or arising out of: (a) any incorrectness in or breach of any representation or warranty of the Purchaser contained in this Agreement or in any other agreement, certificate or instrument executed and delivered pursuant to this Agreement; (b) any breach of or any non-performance or non-fulfillment fulfilment of any covenant or agreement on the part of the Purchaser contained in under this Agreement or under any other agreement, certificate or instrument executed and delivered pursuant to this Agreement; or (c) the Assumed Liabilities; (d) any product liability claims in respect of any document product of the Business produced or certificate given in order sold by the Purchaser from the Closing Time (other than any products purchased from the Vendor under the Co-Pack Agreement, which products shall be subject to carry out the transactions contemplated in provisions thereof), except where the claims arise or result from the actions of the Vendor prior to the Closing Date; and (e) the failure by the Purchaser to perform its obligations under Section 3.6 of this Agreement; (bf) any misrepresentation, inaccuracy, incorrectness or breach action of any representation or warranty made by the Vendor taken at the request and under the direction of the Purchaser contained in this Agreement pursuant to Section 3.6, including the termination of a Contract, Personal Property Leases or contained in any document or certificate given in order to carry out the transactions contemplated in this AgreementReal Property Lease; and (cg) any Claims for brokerage or other commissions relating arising out of the financing to this Agreement or be obtained by the Purchaser in connection with the transactions contemplated hereby herein except for Claims which arise from matters for which the Purchaser is agreed entitled to or caused by actions of indemnification from the Purchaser, or any Person associated with or affiliated with the PurchaserVendor hereunder.

Indemnity by the Purchaser. Subject to the provisions of this Article 7 and subject to the survival period set forth in Section 5.3 hereof, the (1) The Purchaser and/or such entities related to the Purchaser satisfactory to the Vendor, acting reasonably, hereby agrees to shall indemnify and save hold the Vendor Shareholders, their directors, officers, employees, agents and any directorrepresentatives, officer or employee thereofas the case may be, including any directors or officers of the Corporation and the Ontario Aoyuan Entities who cease to be directors and/or Shareholders' Affiliates and their respective directors, officers of such company and employees, as of the Closing Date (collectivelycase may be, the “Vendor Indemnitees”) harmless from and against any claims, demands, actions, causes of action, damages, losses, deficiencies, costs, liabilities and expenses including legal fees on a solicitor-and-his own client basis in respect of the foregoing any Claim which may be made or brought against any of the Vendor Indemnitees an Indemnified Party or which any of the Vendor Indemnitees it may suffer or incur directly or indirectly as a result of, in respect of or arising out of: (a) subject to Section 5.4(2), any non-performance incorrectness in or breach of any representation or warranty of the Purchaser contained in this Agreement, any Closing Agreement or under any other agreement, certificate or instrument executed and delivered pursuant to this Agreement; or (b) any breach or non-fulfillment fulfilment of any covenant or agreement on the part of the Purchaser contained in under this Agreement, any Closing Agreement or in under any document other agreement, certificate or certificate given in order instrument executed and delivered pursuant to carry out the transactions contemplated in this Agreement;. (b2) Parentco shall indemnify and hold the Shareholders, their directors, officers, employees, agents, representatives, as the case may be, and the Shareholders' Affiliates and their respective directors, officers and employees, as the case may be, harmless in respect of any misrepresentationClaim which may be made or brought against an Indemnified Party or which it may suffer or incur directly or indirectly as a result of, inaccuracyin respect of or arising out of: (a) subject to Section 5.4(3), any incorrectness in or breach of any representation or warranty made by the Purchaser of Parentco contained in this Agreement, any Closing Agreement or contained in under any document other agreement, certificate or certificate given in order instrument executed and delivered pursuant to carry out the transactions contemplated in this Agreement; andor (cb) any Claims for brokerage breach or non-fulfilment of any covenant or agreement on the part of Parentco under this Agreement, any Closing Agreement or under any other commissions relating agreement, certificate or instrument executed and delivered pursuant to this Agreement or the transactions contemplated hereby which is agreed to or caused by actions of the Purchaser, or any Person associated with or affiliated with the PurchaserAgreement.