Common use of INDEMNITY BY THE VENDOR AND THE PURCHASER Clause in Contracts

INDEMNITY BY THE VENDOR AND THE PURCHASER. 8.1.1. The parties hereto (in this Section 8, an "Indemnifying Party") covenant and agree to indemnify and save each other (in this Section 8, each being referred to as an "Indemnified Party") harmless from and against any claims, demands, actions, causes of action, damage, loss, deficiency, cost, liability and expense which may be made or brought against the Indemnified Party or which the Indemnified Party may suffer or incur as a result of, in respect of or arising out of: 8.1.1.1. any non-performance or non-fulfilment of any covenant or agreement on the part of the Indemnifying Party contained in this Agreement or in any document given in order to carry out the transactions contemplated hereby; 8.1.1.2. any misrepresentation, inaccuracy, incorrectness or breach of any representation or warranty made by the Indemnifying Party contained in this Agreement or contained in any document or certificate given in order to carry out the transactions contemplated hereby; 8.1.1.3. any non-compliance with any federal, state, local, municipal, foreign, international or other administrative order, constitution, law, ordinance, statute, or treaty applicable to Indemnifying Party in the carrying out of the transaction contemplated herein; and 8.1.1.4. all costs and expenses including, without limitation, attorney's fees, incidental to, arising from or in respect of the foregoing. 8.1.2. The obligations of indemnification by the Indemnifying Party pursuant to paragraph 8.1.1 of this section will be: 8.1.2.1. subject to the limitations referred to in Sections 4.1 and 4.2 with respect to the survival of the representations and warranties by the Indemnifying Party; 8.1.2.2. subject to the limitations referred to in Section 4.3; and 8.1.2.3. subject to the provisions of Section 8.3.

Appears in 3 contracts

Samples: Asset Purchase Agreement (Workstream Inc), Asset Purchase Agreement (Workstream Inc), Asset Purchase Agreement (Peopleview Inc)

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INDEMNITY BY THE VENDOR AND THE PURCHASER. 8.1.1. The parties hereto (in this Section 8, an "Indemnifying Party") covenant and agree to indemnify and save each other (in this Section 8, each being referred to as an "Indemnified Party") harmless from and against any claims, demands, actions, causes of action, damage, loss, deficiency, cost, liability and expense which may be made or brought against the Indemnified Party or which the Indemnified Party may suffer or incur as a result of, in respect of or arising out of: 8.1.1.1. any non-performance or non-fulfilment of any covenant or agreement on the part of the Indemnifying Party contained in this Agreement or in any document given in order to carry out the transactions contemplated hereby; 8.1.1.2. any misrepresentation, inaccuracy, incorrectness or breach of any representation or warranty made by the Indemnifying Party contained in this Agreement or contained in any document or certificate given in order to carry out the transactions contemplated hereby; 8.1.1.3. any non-compliance with any federal, state, local, municipal, foreign, international or other administrative order, constitution, law, ordinance, statute, or treaty applicable to Indemnifying Party in the carrying out of the transaction contemplated herein; and 8.1.1.4. all costs and expenses including, without limitation, reasonable attorney's fees, incidental to, arising from or in respect of the foregoing. 8.1.2. The obligations of indemnification by the Indemnifying Party pursuant to paragraph 8.1.1 of this section will be: 8.1.2.1. subject to the limitations referred to in Sections 4.1 and 4.2 with respect to the survival of the representations and warranties by the Indemnifying Party; 8.1.2.2. subject to the limitations referred to in Section 4.3; and 8.1.2.3. subject to the provisions of Section 8.3.

Appears in 1 contract

Samples: Asset Purchase Agreement (Workstream Inc)

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