Common use of Mutual Indemnifications for Breaches of Warranty, etc Clause in Contracts

Mutual Indemnifications for Breaches of Warranty, etc. The Vendor hereby covenants and agrees with the Purchaser, and the Purchaser hereby covenants and agrees with the Vendor (the Party or Parties so covenanting and agreeing to indemnify another Party being hereinafter in this Section 5.1 referred to as the "Indemnifying Party" and the Party so to be indemnified being hereinafter called the "Indemnified Party") to indemnify and save harmless the Indemnified Party, effective as and from the Closing Time, from and against any claims, demands, actions, causes of action, damage, loss, costs, liability or expense (hereinafter in this Article 5 called "Claims") which may be brought against the Indemnified Party and/or which it may suffer or incur as a result of, in respect of, or arising out of any non-fulfilment of any covenant or agreement on the part of the Indemnify-ing Party under this Agreement or any incorrectness in or breach of any representation or warranty of the Indemnifying Party contained herein or in any certificate or other document furnished by the Indemnifying Party pursuant hereto. The foregoing obligation of indemnification in respect of such Claims shall be (a) subject to the limitation mentioned in Section 3.5 hereof respecting the survival of the representations and warranties of the Parties; and (b) subject to the requirement that the Indemnifying Party shall, in respect of any Claim made by any third party, be notified in a timely manner by the Indemnified Party of all material particulars thereof and be afforded an opportunity at its sole cost and expense, to resist, defend and compromise the same.

Mutual Indemnifications for Breaches of Warranty, etc. The Vendor hereby covenants and agrees the Principals jointly and severally covenant and agree with the PurchaserPurchaser (and in the case of the Principals, limited only to Claims arising from a breach of SECTIONS 3.03, 3.09 or 3.29 or fraud by the Vendor), and the Purchaser hereby covenants and agrees with the Vendor (the Party or Parties so covenanting and agreeing to indemnify another Party being hereinafter referred to in this Section 5.1 referred to as the "Indemnifying Party" and the Party so to be indemnified being hereinafter called referred to as the "Indemnified Party") to indemnify and save harmless the Indemnified Party, effective as and from the Closing Time, from and against any claims, demands, actions, causes of action, damage, loss, costs, liability or expense (hereinafter in this Article 5 called "Claims") all Claims which may be made or brought against the Indemnified Party and/or or which it may suffer or incur incur, directly or indirectly as a result of, of or in respect of, or arising out of connection with any non-fulfilment fulfillment of any covenant or agreement on the part of the Indemnify-ing Indemnifying Party under this Agreement or any incorrectness in or breach of any representation or warranty of the Indemnifying Party contained herein in this Agreement or in any certificate or other document furnished by the Indemnifying Party pursuant heretoto this Agreement. The foregoing obligation of indemnification in respect of such Claims shall bebe subject to: (a1) subject to the limitation mentioned referred to in Section 3.5 hereof SECTION 5.02 respecting the survival of the representations and warranties of the Partiesparties; and (b2) subject to the requirement that the Indemnifying Party shall, in respect of any Claim made by any third partyperson, be notified in a timely manner by the Indemnified Party of all material particulars thereof and be afforded an opportunity at its sole cost and expense, expense to resist, defend and compromise the samesuch Claim.

Mutual Indemnifications for Breaches of Warranty, etc. The Vendor hereby covenants and agrees with the Purchaser, and the Purchaser hereby covenants and agrees with the Vendor (the Party or Parties so covenanting and agreeing to indemnify another Party being hereinafter in this Section 5.1 referred to as the "Indemnifying Party" and the Party party so to be indemnified being hereinafter called referred to as the "Indemnified Party") to indemnify and save harmless the Indemnified Party, effective as and from the Closing Time, from and against any claims, demands, actions, causes of action, damage, loss, costs, liability or expense (hereinafter in this Article 5 called "Claims") which may be brought against the Indemnified Party and/or which it may suffer or incur as a result of, in respect of, or arising out of any material non-fulfilment fulfillment of any covenant or agreement on the part of the Indemnify-ing Indemnifying Party under this Agreement or any incorrectness in or breach of any representation or warranty of the Indemnifying Party contained herein or in any certificate or other document furnished by the Indemnifying Party pursuant hereto. The foregoing obligation of indemnification in respect of such Claims shall be (a) be subject to the limitation mentioned in Section 3.5 hereof respecting the survival of the representations and warranties of the Parties; and (b) subject to the requirement that the Indemnifying Party shall, in respect of any Claim made by any third party, be notified in a timely manner by the Indemnified Party of all material particulars thereof and be afforded an opportunity at its sole cost and expense, to resist, defend and compromise the same.

Mutual Indemnifications for Breaches of Warranty, etc. The Vendor Partners hereby covenants covenant and agrees agree with the Purchaser, and the Purchaser hereby covenants and agrees with the Vendor Partners (the Party or Parties so covenanting and agreeing to indemnify another Party being hereinafter in this Section 5.1 6.1 referred to as the "Indemnifying Party" and the Party so to be indemnified being hereinafter called the "Indemnified Party") to indemnify and save harmless the Indemnified Party, effective as and from the Closing Time, from and against any claims, demands, actions, causes of action, damage, loss, costs, liability or expense (hereinafter in this Article 5 6 called "Claims") which may be brought against the Indemnified Party and/or which it may suffer or incur as a result of, in respect of, or arising out of any material non-fulfilment fulfillment of any covenant or agreement on the part of the Indemnify-ing Party under this Agreement or any incorrectness in or breach of any representation or warranty of the Indemnifying Party contained herein or in any certificate or other document furnished by the Indemnifying Party pursuant hereto. The foregoing obligation of indemnification in respect of such Claims shall be (a) be subject to the limitation mentioned in Section 3.5 4.4 hereof respecting the survival of the representations and warranties of the Parties; and (b) subject to the requirement that the Indemnifying Party shall, in respect of any Claim made by any third party, be notified in a timely manner by the Indemnified Party of all material particulars thereof and be afforded an opportunity at its sole cost and expense, to resist, defend and compromise the same.