Indemnity by the Vendors. The Vendors shall, jointly and severally, indemnify and hold the Purchaser and e-Auction, its directors, officers, employees, agents, representatives, assigns and the Purchaser's Affiliates, and their respective directors, officers and employees harmless in respect of any claim, demand, action, cause of action, damage, loss, cost, liability or expense (hereinafter referred to as "Claim") which may be made or brought against an Indemnified Party or which it may suffer or incur directly or indirectly as a result of, in respect of or arising out of:
(a) any incorrectness in or breach of any representation or warranty of the Vendors contained in this Agreement or in any other agreement, certificate or instrument executed and delivered pursuant to this Agreement; or
(b) any breach of or any non-fulfillment of any covenant or agreement on the part of the Vendors under this Agreement or under any other agreement, certificate or instrument executed and delivered pursuant to this Agreement;
Indemnity by the Vendors. Each Vendor will indemnify, defend and hold harmless the Purchaser and the respective current and former directors, officers and employees of the Purchaser and its Affiliates and their heirs, successors and assigns (the “Purchaser’s Indemnified Persons”) harmless from and against all documented Losses properly suffered or incurred by the Purchaser’s Indemnified Persons:
(a) by reason of, arising out of or otherwise in respect of any inaccuracy in, breach of any material representation or warranty, or a failure to perform or observe fully any material covenant, agreement or obligation of, that Vendor in or under this Agreement or in or under any document, instrument or agreement delivered pursuant to this Agreement by such Vendor;
(b) arising out of or in connection with any liabilities or obligations of that Vendor relating to that Vendor’s Purchased Assets or otherwise encompassed in Section 2.7 of this Agreement;
(c) arising out of or in connection with any and all claims of third parties relating to that Vendor’s Purchased Assets or the operation thereof at or before the respective Closing Date;
(d) arising out of or in connection with any tax liabilities of that Vendor which has occurred or been initiated prior to delivery and relating to the Vendor’s Purchased Assets, including any assessment or re-assessment by a taxing authority of any tax return of that Vendor; or
(e) arising out of or in connection with any Existing Conditions or Recommendations on Vessels sold to the Purchaser, including but not limited to: (i) the cost of any drydocking that is required as a direct result of any Existing Conditions or Recommendations; (ii) any loss of hire under, or by reason of the cancellation of, the Time Charter for such Vessel that directly results from any Existing Conditions or Recommendations and (iii) any damages from any action, suit or claim that directly results from any Existing Conditions or Recommendations. Any claim for indemnification made pursuant to Section 8.5(a) or (d) (other than a claim made under Sections 7.1 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) or (c) must be made within two years from the applicable Closing Date of such Vessel. Any claim for indemnification made pursuant to Section 8.5(e) must: (i) result from a Loss properly suffered or incurred by a Purchaser Indemnified Person prior to the time such Vessel is certified by a member of the ...
Indemnity by the Vendors. Each of the Vendors and the Principals, jointly and severally, hereby indemnify the respective Purchaser’s Indemnified Party and save them fully harmless against, and will reimburse them for, any Damages arising from, in connection with or related in any manner whatsoever to:
Indemnity by the Vendors. The Shareholders and the Vendors, each in accordance with their Pro-rata Share, shall indemnify and hold the Purchaser, the Subsidiaries and their respective Affiliates, and each of their respective directors, officers, employees, agents, representatives, assigns harmless in respect of any claim, demand, action, cause of action, damage, loss, cost, liability or expense (hereinafter referred to as "Claim") which may be made or brought against an Indemnified Party or which it may suffer or incur directly or indirectly as a result of, in respect of or arising out of:
(a) any incorrectness in or breach of any representation or warranty of the Vendors or the Shareholders contained in this Agreement or in any other agreement, certificate or instrument executed and delivered pursuant to this Agreement; or
(b) any breach of or any non-fulfilment of any covenant or agreement on the part of the Vendors or the Shareholders under this Agreement or under any other agreement, certificate or instrument executed and delivered pursuant to this Agreement. In the event the Shareholders' or Vendors' liability exceeds Seven Million Seven Hundred and Fifty Thousand (7,750,000) Guilders, the Shareholders and the Vendors shall be jointly and severally liable for the amount of the excess.
Indemnity by the Vendors. (a) Subject to SECTION 8.3, the Vendors hereby agree to severally indemnify and save the Purchaser harmless from and against any claims, demands, actions, causes of action, damages, losses, deficiencies, costs, liabilities and expenses that may be made or brought against the Purchaser or that the Purchaser may suffer or incur as a result of, in respect of or arising out of:
(i) any non-performance or non-fulfillment of any covenant or agreement of the Vendors contained in this Agreement or in any document delivered by the Vendors in order to carry out the transaction provided for herein;
(ii) any misrepresentation, inaccuracy, incorrectness or breach of any representation or warranty made by the Vendors in this Agreement or in any document or certificate given in order to carry out the transaction provided for herein; and
(iii) all costs and expenses including, without limitation, legal fees on a solicitor-and-his own client basis, incidental to or in respect of the foregoing.
(b) The obligations of indemnification by the Vendors pursuant to paragraph (a) of this Section will be:
(i) subject to the limitations referred to in SECTION 4.1 with respect to (i) the survival of the representations and warranties by the Vendors; (ii) the fact that the representations and warranties of the Vendors are several and not joint and several, and that each Vendor is legally responsible only for and to the extent that breaches of representations and warranties, if any, are attributable to the particular Vendor in question; and (iii) the aggregate liability attributable to each Vendor for breaches of any terms of this Agreement be capped at an amount equal to the pro rata cash proceeds from the sale of the Purchased Shares attributable to the Vendor in question; and
(ii) subject to SECTION 8.3.
Indemnity by the Vendors. Each of the Vendors shall severally (and not jointly and severally) indemnify the Purchaser’s Indemnified Parties and save them fully harmless against, and will reimburse them for, any Damages arising from, in connection with or related in any manner whatsoever to:
(a) any incorrectness in or breach of any representation or warranty of any of the Vendors contained in this Agreement or in any other agreement, certificate or instrument executed and delivered pursuant to this Agreement;
(b) any breach or any non-fulfilment of any covenant or agreement on the part of any of the Vendors contained in this Agreement, or in any other agreement, certificate or instrument executed and delivered pursuant to this Agreement, including the Canadian Vendors’ covenant to execute and deliver the election forms referred to in Section 2.6(b) but provided the Purchaser has complied with its covenants contained in Section 2.6;
(c) any Legal Proceeding to which the Corporation is a party at any time on or prior to the Closing Date, or to which it becomes a party arising from facts or circumstances that existed at any time on or prior to the Closing Date;
(d) Taxes required to be paid by the Corporation (and any successor thereto) relating or attributable to (i) any Pre-Closing Tax Period, or (ii) the portion of a Straddle Period ending immediately prior to the Closing Date (as determined under Section 8.6(3));
(e) any claims relating to the Consulting Agreements, including but not limited to claims relating to the authorization or enforceability of Consulting Agreements;
(f) any claims, actions, causes of actions, suits, debts, accounts, covenants, contracts, losses, penalties, interest, costs, fees, and demands whatsoever, in any way relating to the termination of ’s [REDACTED: Name of independent contractor] engagement with the Corporation as contemplated under Section 6.1(9); and
(g) any claims, actions, causes of action, suits, debts, accounts, covenants, contracts, losses, penalties, interest, costs, fees, and demands whatsoever, arising or resulting, directly or indirectly, from any determination that a Person who is or has provided services to the Corporation is or has been misclassified as an independent contractor, which specifically includes but is not limited to, any claim in respect of any Person’s failure to declare, collect, remit and/or pay on a timely basis all provincial and federal taxes and related amounts (or the Corporation’s failure to withhold or remit su...
Indemnity by the Vendors. The Parties agree that:
(a) Subject to the provisions of Section 1.13, the Vendors hereby jointly and severally agree to indemnify and save the Purchaser and its directors, officers and employees (collectively, “Representatives”) harmless from and against any claims, demands, actions, causes of action, damages, losses, deficiencies, costs, liabilities and expenses, including reasonable legal fees, (collectively, “Loss”) which may be made or brought against the Purchaser or its Representatives or which the Purchaser or its Representatives may suffer or incur as a result of, in respect of or arising out of:
(i) any non-performance or non-fulfillment of any covenant or agreement on the part of the Vendors contained in this Agreement or in any document or certificate given in order to carry out the transactions contemplated hereby;
(ii) any misrepresentation, inaccuracy, incorrectness or breach of any representation or warranty made by the Vendors (and with respect to the Trust Vendors, together with the Trustees) contained in this Agreement or contained in any document or certificate given in order to carry out the transactions contemplated hereby;
(iii) with respect to quality issues or defects in manufacture only, any product shipped or manufactured by, or any services provided by, the Company prior to the Closing Date, including in respect of any warranty or guarantee claim; or
(iv) any taxes required to be paid by the Corporate Group relating to any period ending on or before the Closing Date, in excess of the taxes accrued as a liability on the calculation of the Closing Working Capital, net of any corresponding or related tax credit or refundable amount finally determined. The Parties agree that, for the purposes of this Article 8, any and all Loss suffered or incurred by the Corporate Group as a direct or indirect result of, or arising in connection with, or related in any manner to the matters referred to in this Section 8.1 shall be deemed to be a Loss suffered or incurred by the Purchaser. The Purchaser agrees that it accepts each indemnity in favour of any of its Representatives as agent and trustee of the Representative. The Vendors agree that the Purchaser may enforce an indemnity in favour of any of its Representatives on behalf of that Representative.
(b) The obligations of indemnification by the Vendors pursuant to Subsection (a) of this Section will be:
(i) with respect to any Warranty Claim, subject to the limitations referred to in Section ...
Indemnity by the Vendors.
(1) Each of the Vendors hereby agrees to severally (but not jointly) indemnify and save XXXX's Indemnified Parties harmless from and against all Vendor Tax Amounts and Losses of any of XXXX's Indemnified Parties as a result of, in respect of or arising out of:
(a) any non-performance or non-fulfillment of any covenant or obligation contained in this Agreement on the part of the Company or such Vendor; and
(b) any beach or inaccuracy of any representation or warranty made by the Company contained in Section 3.01 or Section 3.02 of this Agreement
(2) The obligations of indemnification by the Vendors pursuant to paragraph (1) of this Section shall be subject to the following:
(a) the provisions of Section 4.01 with respect to the survival of the representations and warranties by the Company;
(b) the limitations and Claim procedures set forth in this Article 9;
(3) The indemnification obligation of any Vendor under Section 9.01(1)(a) or Section 9.01(1)(b) attributable to the Company's action or inaction shall be allocated among the Vendors pro rata based on their respective Vendor Percentages.
(4) Neither the Company nor the Vendors shall be liable under this Article 9 for any Losses resulting from or relating to any inaccuracy in or breach of any representation or warranty in this Agreement if the party seeking indemnification for such Losses had knowledge of such breach before Closing.
Indemnity by the Vendors. The Vendors hereby agrees, jointly and severally, to indemnify and save the Purchaser, 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 Purchaser or which the Purchaser may suffer or incur as a result of, in respect of or arising out of any non-performance or non-fulfillment of any covenant or agreement on the part of the Vendors contained in this Agreement or any misrepresentation, inaccuracy, incorrectness or breach of any representation or warranty made by the Vendors contained in this Agreement.
Indemnity by the Vendors. Subject to the limitations set out in Sections 4.5(1) and 5.5, the Vendors shall, on a several and not joint and several basis, (excepting the Vendors’ obligations to contribute to the Founders’ indemnity obligations under Section 5.1, which obligations shall be joint and several up to their Pro Rata Share of the Working Capital Holdback Amount and the Indemnification Holdback Amount) indemnify and hold harmless the Purchaser, its directors, officers, employees, agents, representatives and the Purchaser’s Affiliates and their respective directors, officers and employees, agents representatives in respect of any Claim which may be made or brought against an Indemnified Party or which it may suffer or incur directly or indirectly as a result of, or in respect of or arising out of:
(1) any incorrectness in or breach of any representation or warranty of the Vendors contained in Section 4.2 of this Agreement or under any other agreement, certificate or instrument executed and delivered pursuant to this Agreement as they relate to Section 4.2; or
(2) any breach or non-fulfilment of any covenant or agreement on the part of the Vendors under this Agreement or under any other agreement, certificate or instrument executed and delivered pursuant to this Agreement.
