Common use of Indemnity of Vendor Clause in Contracts

Indemnity of Vendor. Subject to Clause 11.2, Vendor shall indemnify Purchaser and its directors, employees and agents from and against all Losses which Purchaser, its directors, employees or agents, pays or pay to third parties solely and exclusively as a consequence of a breach, as of the Closing Date, of any representations and warranties of Vendor contained in Clause 9.1 of this Agreement, excepting any Losses, if and to the extent caused by the gross negligence or willful default of Purchaser, its successors, agents or assigns. The indemnity granted by Vendor in this Clause 12 is not a title warranty and does not provide an extension of any representation or warranty contained in Clause 9.1 or any additional remedy with regard to the breach by Vendor of any representation or warranty. Furthermore, the indemnity of Vendor to Purchaser granted pursuant to this Clause 12 shall only apply to claims of indemnity made by Purchaser to Vendor by giving written notice to Vendor within twelve (12) months following the First Closing Date and, in any event, the maximum aggregate liability and indemnity of Vendor to Purchaser for losses suffered by Purchaser pursuant hereto and as a result of any breaches of any representations or warranties shall not exceed the Purchase Price, except in the event of fraud on the part of the Vendor.

Indemnity of Vendor. Subject to Clause 11.2Clauses 12.2 and 13.4, Vendor shall indemnify Purchaser and its directors, employees and agents from and against all Losses which Purchaser, its directors, employees or agents, pays or pay to third parties solely and exclusively as a consequence of a breach, as of the Closing Date, of any representations and warranties of Vendor contained in Clause 9.1 10.1 of this Agreement, excepting any Losses, if and to the extent caused by the gross negligence or willful wilful default of Purchaser, its successors, agents or assigns. The indemnity granted by Vendor in this Clause 12 13.1 is not a title warranty and does not provide an extension of any representation or warranty contained in Clause 9.1 10.1 or any additional remedy with regard to the breach by Vendor of any representation or warranty. Furthermore, the indemnity of Vendor to Purchaser granted pursuant to this Clause 12 13.1 shall only apply to claims of indemnity made by Purchaser to Vendor by giving written notice to Vendor within twelve (12) months following the First Closing Date and, in any event, the maximum aggregate liability and indemnity of Vendor to Purchaser for losses Losses suffered by Purchaser pursuant hereto and as a result of any breaches of any representations or warranties shall not exceed the Purchase Price, except in the event of fraud on the part of the Vendor.

Indemnity of Vendor. Subject to Clause 11.2Clauses 12.2 and 13.4, Vendor shall indemnify Purchaser and its directors, employees and agents from and against all Losses which Purchaser, its directors, employees or agents, pays or pay to third parties solely and exclusively as a consequence of a breach, as of the Closing Date, of any representations and warranties of Vendor contained in Clause 9.1 10.1 of this Agreement, excepting any Losses, if and to the extent caused by the gross negligence or willful wilful default of Purchaser, its successors, agents or assigns. The indemnity granted by Vendor in this Clause 12 13.1 is not a title warranty and does not provide an extension of any representation or warranty contained in Clause 9.1 10.1 or any additional remedy with regard to the breach by Vendor of any representation or warranty. Furthermore, the indemnity of Vendor to Purchaser granted pursuant to this Clause 12 13.1 shall only apply to claims of indemnity made by Purchaser to Vendor by giving written notice to Vendor within twelve (12) months following the First Closing Date and, in any event, 75 31 the maximum aggregate liability and indemnity of Vendor to Purchaser for losses Losses suffered by Purchaser pursuant hereto and as a result of any breaches of any representations or warranties shall not exceed the Purchase Price, except in the event of fraud on the part of the Vendor.

Indemnity of Vendor. Subject to Clause 11.2Clauses 12.2 and 13.4, Vendor shall indemnify Purchaser and its directors, employees and agents from and against all Losses which Purchaser, its directors, employees or agents, pays or pay to third parties solely and exclusively as a consequence of a breach, as of the Closing Date, of any representations and warranties of Vendor contained in Clause 9.1 10.1 of this Agreement, excepting any Losses, if and to the extent caused by the gross negligence or willful wilful default of Purchaser, its successors, agents or assigns. The indemnity granted by Vendor in this Clause 12 13.1 is not a title warranty and does not provide an extension of any representation or warranty contained in Clause 9.1 10.1 or any additional remedy with regard to the breach by Vendor of any representation or warranty. Furthermore, the indemnity of Vendor to Purchaser granted pursuant to this Clause 12 13.1 shall only apply to claims of indemnity made by Purchaser to Vendor by giving written notice to Vendor within twelve (12) months following the First Closing Date and, in any event, 167 31 the maximum aggregate liability and indemnity of Vendor to Purchaser for losses Losses suffered by Purchaser pursuant hereto and as a result of any breaches of any representations or warranties shall not exceed the Purchase Price, except in the event of fraud on the part of the Vendor.

Indemnity of Vendor. Subject to Clause 11.2Clauses 12.2 and 13.4, Vendor shall indemnify Purchaser and its directors, employees and agents from and against all Losses which Purchaser, its directors, employees or agents, pays or pay to third parties solely and exclusively as a consequence of a breach, as of the Closing Date, of any representations and warranties of Vendor contained in Clause 9.1 10.1 of this Agreement, excepting any Losses, if and to the extent caused by the gross negligence or willful wilful default of Purchaser, its successors, agents or assigns. The indemnity granted by Vendor in this Clause 12 13.1 is not a title warranty and does not provide an extension of any representation or warranty contained in Clause 9.1 10.1 or any additional remedy with regard to the breach by Vendor of any representation or warranty. Furthermore, the indemnity of Vendor to Purchaser granted pursuant to this Clause 12 13.1 shall only apply to claims of indemnity made by Purchaser to Vendor by giving written notice to Vendor within twelve (12) months following the First Closing Date and, in any event, 121 31 the maximum aggregate liability and indemnity of Vendor to Purchaser for losses Losses suffered by Purchaser pursuant hereto and as a result of any breaches of any representations or warranties shall not exceed the Purchase Price, except in the event of fraud on the part of the Vendor.