Common use of Indemnity by the Vendor Clause in Contracts

Indemnity by the Vendor. Subject to the limitations set forth in this Agreement, from and after the Closing, the Vendor shall be liable for, and as a separate covenant, shall indemnify, defend and hold the Purchaser Indemnified Parties harmless against any Damages arising from: (a) any breach of any Vendor Fundamental Representation; (b) any breach of any Vendor Environmental Representation; (c) any breach of any Vendor Additional Tax Representation; provided that the Purchaser Indemnified Parties shall not be entitled to indemnification pursuant to this Section 7.4(c) to the extent that such Damages constitute Vendor Taxes, indemnification for which will be solely subject to Section 7.4(f); (d) any breach of any other representation or warranty of the Vendor contained in this Agreement (other than in Section 3.3(5)) or in any certificate executed and delivered pursuant to this Agreement and, for certainty, none of the Purchaser Indemnified Parties will have any right to have Vendor be liable for, or indemnify, defend and hold them harmless against, any Damages arising from the breach of the representations and warranties of the Vendor in Section 3.3(5) or any certificate executed and delivered pursuant to this Agreement to the extent on account of Section 3.3(5); (e) any breach or any non-fulfilment of any covenant or agreement on the part of the Vendor contained in this Agreement or in any certificate executed and delivered pursuant to this Agreement; (f) any Vendor Taxes, to the extent such Tax is not specifically taken into account on the Closing Financial Statements; provided that for purposes of clarity the gross amount of an item shall be specifically taken into account if it is ultimately reflected as a net number due to financial consolidation; (g) the Vendor Pre-Closing Transactions; (h) the Excluded Pre-Closing Environmental Liabilities; and (i) the failure of the Vendor to obtain the Consents listed in Schedule 3.5(8) under the heading “Indemnifiable Consents” on or prior to Closing, to the extent actually required to permit the assignment of the contract, and for greater certainty regardless of whether or not the Vendor has satisfied its obligation to use commercially reasonable efforts to obtain said Consents as described in Section 5.1(10), except to the extent caused by Purchaser’s failure to fulfill its obligations under Section 5.1(10).

Indemnity by the Vendor. Subject to Subject, in the limitations set forth case of Section 6.2(b),to the limitation included in this Agreement, from and after the ClosingSection 9.15, the Vendor shall be liable indemnify the Purchaser’s Indemnified Parties and save them fully harmless against, and will reimburse or compensate them for, and as a separate covenant, shall indemnify, defend and hold the Purchaser Indemnified Parties harmless against any Damages arising from, in connection with or related in any manner whatsoever to: (a) any incorrectness in or breach of any Vendor Fundamental Representation; (b) any breach of any Vendor Environmental Representation; (c) any breach of any Vendor Additional Tax Representation; provided that the Purchaser Indemnified Parties shall not be entitled to indemnification pursuant to this Section 7.4(c) to the extent that such Damages constitute Vendor Taxes, indemnification for which will be solely subject to Section 7.4(f); (d) any breach of any other representation or warranty of the Vendor contained in this Agreement (other than in Section 3.3(5)) or in any other agreement, certificate or instrument executed and delivered pursuant to this Agreement and, for certainty, none of the Purchaser Indemnified Parties will have any right to have Vendor be liable for, or indemnify, defend and hold them harmless against, any Damages arising from the breach of the representations and warranties of the Vendor in Section 3.3(5) or any certificate executed and delivered pursuant to this Agreement to the extent on account of Section 3.3(5)Agreement; (eb) any breach or any non-fulfilment of any covenant or agreement on the part of the Vendor contained in this Agreement or in any other agreement, certificate or instrument executed and delivered pursuant to this Agreement; (fc) any Vendor Taxes, Legal Proceeding to which the Corporation is a party at any time on or prior to the extent such Tax is not specifically taken into account on Closing Date, or to which it becomes a party after the Closing Financial Statements; provided Date arising from facts or circumstances that for purposes of clarity existed at any time on or prior to the gross amount of an item shall be specifically taken into account if it is ultimately reflected as a net number due to financial consolidation; (g) the Vendor Pre-Closing Transactions; (h) the Excluded Pre-Closing Environmental LiabilitiesClosing; and (id) [Redacted information relates to confidential matters of the failure Vendor.] For greater certainty and without limiting the generality of the provisions of Sections 6.2(a) and 6.2(b), the indemnity provided for in Sections 6.2(c) shall extend to any Damages arising from any act, omission or state of facts that occurred or existed prior to the Closing Time. The waiver of any condition based upon the accuracy of any representation and warranty or the performance of any covenant shall not affect the right to indemnification, reimbursement or other remedy based upon such representation, warranty or covenant. The Vendor shall not have any right of indemnification, contribution or subrogation against the Corporation, the Purchaser or any of their respective Affiliates with respect to any indemnification payment made by or on behalf of the Vendor to obtain the Consents listed in Schedule 3.5(8) under the heading “Indemnifiable Consents” on or prior to Closing, to the extent actually required to permit the assignment of the contract, and for greater certainty regardless of whether or not the Vendor has satisfied its obligation to use commercially reasonable efforts to obtain said Consents as described in Section 5.1(10), except to the extent caused by Purchaser’s failure to fulfill its obligations under Section 5.1(10)this Article 6.

Indemnity by the Vendor. Subject to the limitations set forth in this Agreement, from and after the Closing, the The Vendor shall be liable indemnify the Purchaser and save it fully harmless against, and will reimburse it for, and as a separate covenant, shall indemnify, defend and hold the Purchaser Indemnified Parties harmless against any Damages arising from, in connection with or related in any manner whatsoever to: (a) any incorrectness in or breach of any Vendor Fundamental Representation; (b) any breach of any Vendor Environmental Representation; (c) any breach of any Vendor Additional Tax Representation; provided that the Purchaser Indemnified Parties shall not be entitled to indemnification pursuant to this Section 7.4(c) to the extent that such Damages constitute Vendor Taxes, indemnification for which will be solely subject to Section 7.4(f); (d) any breach of any other representation or warranty of the Vendor contained in this Agreement (other than in Section 3.3(5)) or in any other agreement, certificate or instrument executed and delivered pursuant to this Agreement and, for certainty, none of the Purchaser Indemnified Parties will have any right to have Vendor be liable for, or indemnify, defend and hold them harmless against, any Damages arising from the breach of the representations and warranties of the Vendor in Section 3.3(5) or any certificate executed and delivered pursuant to this Agreement to the extent on account of Section 3.3(5)Agreement; (eb) any breach or any non-fulfilment of any covenant or agreement on the part of the Vendor contained in this Agreement or in any of the following: (i) the general conveyance and assumption of liabilities agreement contemplated by Section 3.2(a); (ii) the non-competition, non-solicitation and confidentiality agreements contemplated by Section 3.2(c); (iii) the officer’s certificate executed contemplated by Section 3.2(d); (iv) the consulting agreements contemplated by Section 3.2(f); (v) the confirmatory trade-xxxx assignment agreement contemplated by Section 3.2(j); (vi) the lease assignment and delivered pursuant sub-lease agreements contemplated by Section 3.2(k) and 3.2(l); and (vii) the vehicle transfer agreement contemplated by Section 3.2(m); (c) any Liability arising from the ownership or operation of the Business or the Purchased Assets prior to this Agreementthe Closing Date, other than a Liability that is an Assumed Liability; (d) defects or deficiencies in any product manufactured or distributed by the Vendor, in whole or in part, prior to the Closing Date; (e) any Legal Proceeding to which the Vendor is a party at any time on or prior to the Closing Date, or to which it becomes a party after the Closing Date arising from facts or circumstances that existed at any time on or prior to the Closing Date including the Legal Proceedings disclosed in Schedule 2.1(16); (f) any breach or alleged breach of any contract by the Vendor Taxes, which occurred prior to the extent such Tax is not specifically taken into account or on the Closing Financial StatementsDate or any such breach which occurs after the Closing Date but arises out of a continuation of a course of conduct which commenced prior to the Closing Date, including any contract disclosed in Schedule 2.1(8). For further clarification, any penalties resulting from Customer purchase orders shipped before Closing are the responsibility of the Vendor. Any penalties resulting from Customer purchase orders shipped after Closing are the responsibility of the Purchaser; provided that for purposes of clarity the gross amount of an item shall be specifically taken into account if it is ultimately reflected as a net number due to financial consolidation;and (g) the Vendor Pre-Closing Transactions; (hRetained Liabilities; For greater certainty and without limiting the generality of the provisions of Sections 4.2(a) the Excluded Pre-Closing Environmental Liabilities; and (iindemnity provided for in Sections 4.2(b) the failure through 4.2(g) shall extend to any Damages arising from any act, omission or state of the Vendor to obtain the Consents listed in Schedule 3.5(8) under the heading “Indemnifiable Consents” on facts that occurred or existed prior to Closing, to the extent actually required to permit the assignment of the contractClosing Time, and for greater certainty regardless of whether or not disclosed in any Schedule to this Agreement. The waiver of any condition based upon the Vendor has satisfied its obligation accuracy of any representation and warranty or the performance of any covenant shall not affect the right to use commercially reasonable efforts to obtain said Consents as described in Section 5.1(10)indemnification, except to the extent caused by Purchaser’s failure to fulfill its obligations under Section 5.1(10)reimbursement or other remedy based upon such representation, warranty or covenant.

Indemnity by the Vendor. Subject 8.1.1. The Vendor hereby agrees to indemnify and save the limitations set forth in this AgreementPurchaser, its stockholders, directors, officers and employees (collectively, "Purchaser Indemnified Party") harmless from and after the Closingagainst any claims, the Vendor shall demands, actions, causes of action, damage, loss, deficiency, cost, liability and expense, including, without limitation, reasonable attorneys fees, (collectively, "Losses"), which may be liable for, and made or brought against a Purchaser Indemnified Party or which a Purchaser Indemnified Party may suffer or incur as a separate covenantresult of, shall indemnify, defend and hold the Purchaser Indemnified Parties harmless against any Damages in respect of or arising fromout of: (a) any breach of any Vendor Fundamental Representation; (b) any breach of any Vendor Environmental Representation; (c) any breach of any Vendor Additional Tax Representation; provided that the Purchaser Indemnified Parties shall not be entitled to indemnification pursuant to this Section 7.4(c) to the extent that such Damages constitute Vendor Taxes, indemnification for which will be solely subject to Section 7.4(f); (d) any breach of any other representation or warranty of the Vendor contained in this Agreement (other than in Section 3.3(5)) or in any certificate executed and delivered pursuant to this Agreement and, for certainty, none of the Purchaser Indemnified Parties will have any right to have Vendor be liable for, or indemnify, defend and hold them harmless against, any Damages arising from the breach of the representations and warranties of the Vendor in Section 3.3(5) or any certificate executed and delivered pursuant to this Agreement to the extent on account of Section 3.3(5); (e) any breach or 8.1.1.1. any non-fulfilment performance or non-fulfillment of any covenant or agreement on the part of the Vendor contained in this Agreement Agreement; 8.1.1.2. any misrepresentation, inaccuracy, incorrectness or breach of any representation or warranty made by the Vendor contained in this Agreement; 8.1.1.3. any certificate executed and delivered non-compliance with any federal, state, local, municipal, foreign, international or other administrative order, constitution, law, ordinance, statute, or treaty applicable to Vendor in the carrying out of the transaction contemplated herein; 8.1.1.4. any claim for a debt, obligation or liability of the Vendor which is not specifically assumed by Purchaser pursuant to this Agreement; (f) any Vendor Taxes, to the extent such Tax is not specifically taken into account on the Closing Financial Statements; provided that for purposes of clarity the gross amount of an item shall be specifically taken into account if it is ultimately reflected as a net number due to financial consolidation; (g) the Vendor Pre-Closing Transactions; (h) the Excluded Pre-Closing Environmental Liabilities; and (i) 8.1.1.5. except with respect to Assumed Liabilities, any suit, action, proceeding, claim, investigation pending or threatened against or affecting the failure of the Vendor to obtain the Consents listed in Schedule 3.5(8) under the heading “Indemnifiable Consents” on or prior to ClosingPurchased Assets, to the extent actually required to permit the assignment of the contract, and for greater certainty regardless of whether or not such is disclosed in a Schedule hereto, that arises from the conduct of the Business prior to the Closing Date; 8.1.2. The obligations of indemnification by the Vendor has satisfied its obligation pursuant to use commercially reasonable efforts paragraph 8.1.1 of this section will be: 8.1.2.1. subject to obtain said Consents as described the limitations referred to in Section 5.1(10), except 4.1 with respect to the extent caused survival of the representations and warranties by Purchaser’s failure the Vendor; 8.1.2.2. subject to fulfill its obligations under the limitations referred to in Section 5.1(10)4.3; and 8.1.2.3. subject to the provisions of Section 8.3.