INDEMNITY FOR VENDOR Clause Samples
The Indemnity for Vendor clause obligates one party, typically the purchaser, to compensate the vendor for losses, damages, or liabilities arising from specific events or actions related to the transaction. This clause often covers claims resulting from the purchaser’s use of the goods or services, breaches of contract, or third-party claims connected to the vendor’s performance. Its core function is to protect the vendor from financial harm and allocate risk, ensuring the vendor is not unfairly burdened by issues outside their control.
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INDEMNITY FOR VENDOR. 9.1 In consideration of the Vendor entering into this Agreement, Telewest UK agrees, subject to the occurrence of the Effective Date, to indemnify and keep indemnified (to the fullest extent permitted by law) the Vendor from and against any and all Indemnified Liabilities (excluding, for the avoidance of doubt, any (i) Scheme Claims; (ii) Vendor Shareholder and Bondholder Reorganisation Expenses; and (iii) any other Indemnified Liabilities to the extent paid pursuant to clause 8.3(c) and (d) above), whenever the same may arise or occur, including all claims in respect of Indemnified Liabilities properly admitted for proof in the winding-up of the Vendor (and any interest payable thereon) and the costs and expenses of the winding-up of the Vendor save to the extent paid pursuant to clause 8.3(a).
9.2 For the avoidance of doubt, any payments to be made pursuant to the indemnity in clause 9.1 shall be made by Telewest UK directly to the Vendor Liquidators or any creditor, as applicable. For the avoidance of doubt, no payment made by Telewest UK to the Vendor Liquidators pursuant to the indemnity in clause 9.1 (if any) shall be made to the Designated Account.
9.3 This indemnity shall apply whether or not the winding-up of the Vendor and/or the appointment of the Vendor Liquidators is valid and/or effective.
9.4 Telewest UK shall have no right of recourse against the Vendor for any amounts paid by Telewest UK under the indemnity in clause 9.1 to any person and Telewest UK waives any rights of recourse against the Vendor under that indemnity.
9.5 The Vendor or the Vendor Liquidators (so far as it is not inconsistent with the performance of the Vendor Liquidators’ duties under the Insolvency Legislation) shall as soon as reasonably practicable give notice to Telewest UK of any proof of debt or claim received by the Vendor or the Vendor Liquidators. Within seven days of Telewest UK receiving such notice of the proof of debt or claim, Telewest UK shall inform the Vendor or the Vendor Liquidators if, in its opinion, Telewest UK believes that the amount of the claim the subject of the proof of debt or claim ought to be disputed. Without prejudice to their powers and duties under the Insolvency Legislation, the Vendor Liquidators shall consider Telewest UK’s opinion and may, if they consider appropriate in view of the powers, duties and discretions given to them under the Insolvency Legislation, require the creditor who has submitted the proof of debt or claim to prod...
INDEMNITY FOR VENDOR. The Purchaser shall, subject to the other terms of this Agreement, indemnify the Vendor and save and hold the Vendor harmless from, against, for and in respect of any and all damages (including amounts paid in settlement with the Purchaser's consent), losses, obligations, liabilities, claims, deficiencies, costs and expenses, including reasonable attorneys' fees and other reasonable costs and expenses incident to any suit, action, investigation, claim or proceeding net of any amounts recoverable under insurance policies, suffered, sustained, incurred or required to be paid by the Vendor by reason of:
(a) any representation or warranty made by the Purchaser in this Agreement which is untrue or incorrect in any material respect;
(b) any material failure by the Purchaser to observe or perform its undertakings and agreements set out in this Agreement.
INDEMNITY FOR VENDOR. The Purchaser shall, subject to the other terms of this Agreement, indemnify the Vendor and save and hold the Vendor harmless from, against, for and in respect of any and all damages (including amounts paid in settlement with the Purchaser's consent), losses, obligations, liabilities, claims, deficiencies, costs and expenses, including reasonable attorneys' fees and other reasonable costs and expenses incident to any suit, action, investigation, claim or proceeding net of any amounts recoverable under insurance policies, suffered, sustained, incurred or required to be paid by the Vendor by reason of:
(a) any representation or warranty made by the Purchaser in this Agreement which is untrue or incorrect in any material respect;
(b) any material failure by the Purchaser to observe or perform its undertakings and agreements set out in this Agreement; or
(c) any failure by the Purchaser to satisfy and discharge any Assumed Liability or any liability relating to the Purchased Assets or the Business resulting from the Purchaser's operation of the Business after the Closing Time or the Purchaser's ownership or use of the Purchased Assets after the Closing Time.