Purchaser's Indemnities for Representations and Warranties. Purchaser shall be liable to Vendor for and shall, in addition, indemnify Vendor and Vendor's Representatives from and against, all Losses suffered, sustained, paid or incurred by Vendor or its Representatives which would not have been suffered, sustained, paid or incurred had all of the representations and warranties contained in Section 4.2 been accurate and truthful; provided, that nothing in this Section 5.1 shall be construed so as to cause Purchaser to be liable to or indemnify Vendor in connection with any representation or warranty contained in Section 4.2 if and to the extent that Vendor did not rely upon such representation or warranty.
Purchaser's Indemnities for Representations and Warranties. Purchaser shall be liable to Vendor for and shall, in addition, indemnify Vendor from and against, all losses, costs, claims, damages, expenses and liabilities suffered, sustained, paid or incurred by Vendor which would not have been suffered, sustained, paid or incurred had all of the representations and warranties contained in section 4.3 been accurate and truthful.
Purchaser's Indemnities for Representations and Warranties. Purchaser shall be liable to Vendor for and shall, in addition, indemnify Vendor from and against, all losses, costs, claims, damages, expenses and liabilities suffered, sustained, paid or incurred by Vendor which would not have been suffered, sustained, paid or incurred had all of the representations and warranties contained in section 4.2 been accurate and truthful, provided however that nothing in this section 5.2 shall be construed so as to cause Purchaser to be liable to or indemnify Vendor in connection with any representation or warranty contained in section 4.2 if and to the extent that Vendor did not rely upon such representation or warranty. All such liabilities and indemnities of Purchaser pursuant to this section 5.2 shall be joint and several liabilities and indemnities given by each of the Parties comprising Purchaser.
Purchaser's Indemnities for Representations and Warranties. From and after Closing and subject to Clauses 5.6, 6.5 and 6.6, Purchaser shall be liable for all Losses and Liabilities suffered, sustained, paid or incurred by Vendor or any of the Vendor's Related Persons, and, in addition and as an independent covenant, shall defend, indemnify and keep harmless Vendor from and against all Losses and Liabilities suffered, sustained, paid or incurred by it and all Claims made against it, in either case, as a consequence of any representations or warranties contained in Clause 5.3 being untrue or incorrect or of a breach by Purchaser of any of its covenants contained in this Agreement that are to be performed or complied with at or prior to the Closing Time, provided that Purchaser shall have no liability under the foregoing assumption of liability and indemnity provided for in this Clause 6.2 for any such Losses and Liabilities or Claims in respect of which Vendor, absent fraud, has not provided written notice thereof in reasonable detail to Purchaser within [Redaction - time period] period immediately following Closing.
Purchaser's Indemnities for Representations and Warranties. Purchaser shall be liable to Vendor for and shall, in addition, indemnify Vendor from and against, all losses, costs, claims, damages, expenses and liabilities suffered, sustained, paid or incurred by Vendor which would not have been suffered, sustained, paid or incurred had all of the representations and warranties contained in section 4.3 been accurate and truthful, provided however that nothing in this section 5.2 shall be construed so as to cause Purchaser to be liable to or indemnify Vendor in connection with any representation or warranty contained in section 4.3 if and to the extent that Vendor did not rely upon such representation or warranty. No claim under this Article 5 shall be made or be enforceable by a Party unless written notice of such claim, with reasonable particulars, is given by such Party to the Party against whom the claim is made within a period of twelve (12) months from the Closing Time.
Purchaser's Indemnities for Representations and Warranties. Subject to section 7.3, Purchaser shall indemnify Vendor from and against all of Vendor's Losses resulting from the representations and warranties contained in section 6.3 being breached or not being accurate.
Purchaser's Indemnities for Representations and Warranties. For a period of 12 months after Closing, Purchaser shall be liable to Vendor for and shall, in addition, indemnify Vendor from and against all Losses, suffered, sustained, paid or incurred by Vendor which would not have been suffered, sustained, paid or incurred had all of the representations and warranties contained in section 4.4 been accurate and truthful, provided however that nothing in this section 5.2 shall be construed so as to cause Purchaser to be liable to or indemnify Vendor in connection with any representation or warranty contained in section 4.4 if and to the extent that Vendor did not rely upon such representation or warranty.
Purchaser's Indemnities for Representations and Warranties. From and after Closing, and subject to Clauses 6.5 and 6.6(b), Purchaser shall be liable for all Losses and Liabilities suffered, sustained, paid or incurred by Vendor or any Vendor Related Person, and, in addition and as an independent covenant, shall defend, indemnify and keep harmless Vendor from and against all Losses and Liabilities suffered, sustained, paid or incurred by it and all Claims made against it, in either case, as a consequence of any representations or warranties contained in Clause 5.3 being untrue or incorrect provided that Purchaser shall have no liability under the foregoing assumption of liability and indemnity provided for in this Clause 6.2:
(a) unless the aggregate amount of all such Losses and Liabilities and Claims suffered by Vendor or any of the Vendor Related Persons exceeds [REDACTED – THRESHOLD AMOUNT – SENSITIVE BUSINESS INFORMATION.];
(b) to the extent arising as a consequence of the fraudulent conduct, gross negligence or wilful misconduct of Vendor or any Vendor Related Person; or
(c) for any such Losses and Liabilities or Claims in respect of which Vendor, absent fraud, has not provided written notice thereof in reasonable detail to Purchaser within the 12-month period immediately following Closing.
Purchaser's Indemnities for Representations and Warranties. Purchaser shall be liable to Vendor for and shall, in addition, indemnify Vendor from and against, all Losses suffered, sustained, paid or incurred by Vendor which would not have been suffered, sustained, paid or incurred had all of the representations and warranties contained in section 4.4 been accurate and truthful, provided however that nothing in this section 5.2 shall be construed so as to cause Purchaser to be liable to or indemnify Vendor in connection with any representation or warranty contained in section 4.4 if and to the extent that Vendor did not rely upon such representation or warranty. Notwithstanding the foregoing, Purchaser shall not be liable pursuant to this section 5.2 unless Vendor shall have delivered (pursuant to section 11.8) a notice of claim pursuant to this section 5.2 within [quantification redacted] following the Closing.
Purchaser's Indemnities for Representations and Warranties. From and after Closing and subject to Sections 6.5 and 6.6, Purchaser shall be liable for all Losses and Liabilities suffered, sustained, paid or incurred by Vendor or any of the Vendor’s Related Persons, and, in addition and as an independent covenant, shall defend, indemnify and keep harmless Vendor from and against all Losses and Liabilities suffered, sustained, paid or incurred by it and all Claims made against it, in either case, as a consequence of any representations or warranties contained in Section 5.3 being untrue or incorrect or of a breach by Purchaser of any of its covenants contained in this Agreement that are to be performed or complied with at or prior to the Closing Time, provided that Purchaser shall have no liability under the foregoing assumption of liability and indemnity provided for in this Section 6.2 for any such Losses and Liabilities or Claims in respect of which Vendor, absent fraud, has not provided written notice thereof in reasonable detail to Purchaser within the twelve (12) month period immediately following Closing.
