Common use of Indemnity by the Vendor Clause in Contracts

Indemnity by the Vendor. Subject to section 13.03 and provided that Closing has occurred, the Vendor shall: (a) be liable to the Purchaser for all losses, costs, damages and expenses whatsoever which the Purchaser may suffer, sustain, pay or incur; and (b) indemnify and save the Purchaser and its employees, consultants and agents and the directors, and officers of PEOC harmless from and against all claims, liabilities, actions, proceedings, demands, losses, costs, damages and expenses whatsoever which may be brought against or suffered by the Purchaser, or its Table of Contents employees, consultants and agents and the directors, and officers of PEOC or which they may sustain, pay or incur; as a direct result of any matter or thing arising out of, resulting from, attributable to or connected with a breach of the representations and warranties of the Vendor in Article IV and occurring prior to the Effective Time, except any losses, costs, damages, expenses, claims, liabilities, actions, proceedings and demands to the extent that the same either are reimbursed (or reimbursable) by insurance maintained by the Purchaser or are caused by the gross negligence or wilful misconduct of the Purchaser, its employees, consultants and agents or of the directors and officers of PEOC. The indemnity granted by the Vendor herein, however, is not a title warranty and does not provide an extension of any representation or warranty contained in Article IV. Notwithstanding any provision herein, the liability of the Vendor and the indemnity hereby granted by the Vendor to the Purchaser shall only apply with respect to claims made within twelve (12) months following the Closing Time.

Indemnity by the Vendor. Subject to section 13.03 and provided that Closing has occurred, the Vendor shall: (a) be liable to the Purchaser for all losses, costs, damages and expenses whatsoever which the Purchaser may suffer, sustain, pay or incur; and (b) indemnify and save the Purchaser and its employees, consultants and agents and the directors, directors and officers of PEOC harmless from and against all claims, liabilities, actions, proceedings, demands, losses, costs, damages and expenses whatsoever which may be brought against or suffered by the Purchaser, or such its Table of Contents employees, consultants and agents and the directors, directors and officers of PEOC or which they may sustain, pay or incur; as a direct result of any matter or thing arising out of, resulting from, attributable to or connected with a breach of the representations and warranties of the Vendor in Article IV and occurring prior to the Effective Time, except any losses, costs, damages, expenses, claims, liabilities, actions, proceedings and demands to the extent that the same either are reimbursed (or reimbursable) by insurance maintained by the Purchaser or are caused by the gross negligence or wilful misconduct of the Purchaser, its employees, consultants and agents agents, or of the directors and or officers of PEOC. The indemnity granted by the Vendor herein, however, is not a title warranty and does not provide an extension of any representation or warranty contained in Article IV. Notwithstanding any provision herein, the liability of the Vendor and the indemnity hereby granted by the Vendor to the Purchaser shall only apply with respect to claims made within twelve (12) months following the Closing Time.