Common use of Purchasers Indemnities Clause in Contracts

Purchasers Indemnities. (a) Except to the extent any Claim arises out of or relates to events or circumstances which constitute a breach of a representation, warranty or covenant of the Vendor under this Agreement for which the Vendor would be liable to indemnify the Purchaser pursuant to clause 11.1 and, subject to clauses 11.1 and 11.3, from and after Closing, the Purchaser shall be liable for and, as an independent covenant, shall indemnify, defend and save harmless the Vendor and its Related Parties from and against any and all Vendor's Losses that any of them may suffer, sustain, pay or incur and all Claims made against the Vendor or any of its Related Parties, in each case, to the extent: (i) subject to clause 9.3, caused by or arising out of or resulting from breaches of the representations or warranties made by the Purchaser in clause 9.16, for which written notice of such Losses and Liabilities or Claims with reasonable particulars shall have been provided by the Vendor to the Purchaser within twelve (12) months from the Closing Time; (ii) caused by or arising out of or resulting from breaches of covenants made by the Purchaser in this Agreement; (iii) caused by or arising out of the ownership or operation of the Assets by the Purchaser from and after the Closing Time; (iv) arising out of the Vendor holding title (registered or otherwise) to any of the Assets after Closing in accordance with the terms of this Agreement, which relate to events or circumstances occurring after Closing; and (v) caused by or arising out of or resulting from all Environmental Liabilities, however and by whomsoever caused, and whether such Environmental Liabilities occur or arise in whole or in part prior to, at or subsequent to the Closing Time. The Purchaser shall not be entitled to exercise and hereby waives any rights or remedies the Purchaser may now or in the future have against the Vendor in respect of such Environmental Liabilities, whether such rights and remedies are pursuant to the common law or statute or otherwise, including the right to name the Vendor as a third party to any action commenced by any Third Party against the Purchaser. (b) From and after Closing, the Purchaser shall see to the timely performance of all Abandonment and Reclamation Obligations pertaining to the Assets. Subject to clauses 11.1 and 11.3, the Purchaser shall be liable to the Vendor for and shall, in addition, indemnify the Vendor and its Related Parties from and against, all Losses and Liabilities suffered, sustained, paid or incurred by any of them should the Purchaser fail to timely perform such obligations.

Purchasers Indemnities. (a) Except to the extent any Claim arises out of or relates to events or circumstances which constitute a breach of a representation, warranty or covenant of the Vendor under this Agreement for which the Vendor would be liable to indemnify the Purchaser pursuant to clause 11.1 and, subject to clauses 11.1 and 11.3, from and after Closing, the Purchaser shall be liable responsible for and, as an independent covenant, and shall indemnify, defend and save harmless the indemnify Vendor and its Related Parties from and against all losses, costs, claims, damages, expenses and liabilities suffered, sustained, paid or incurred by Vendor which arise out of any and all Vendor's Losses that any of them may suffer, sustain, pay matter or incur and all Claims made against the Vendor or any of its Related Parties, in each case, to the extent: (i) subject to clause 9.3, caused by thing occurring or arising out of or resulting from breaches of the representations or warranties made by the Purchaser in clause 9.16, for which written notice of such Losses and Liabilities or Claims with reasonable particulars shall have been provided by the Vendor to the Purchaser within twelve (12) months from the Closing Time; (ii) caused by or arising out of or resulting from breaches of covenants made by the Purchaser in this Agreement; (iii) caused by or arising out of the ownership or operation of the Assets by the Purchaser from and after the Closing Time; (iv) arising out of the Vendor holding title (registered or otherwise) to any of the Assets after Closing in accordance with the terms of this Agreement, date hereof and which relate to events or circumstances occurring after Closing; andthe Assets. This subsection 8(a) does not apply to matters governed by section 4. (vb) Purchaser shall be responsible for and see to the timely performance of all abandonment and reclamation obligations pertaining to the Assets which in the absence of this Agreement would be the responsibility of the Vendor, and shall indemnify Vendor from and against all losses, costs, claims, damages, expenses and liabilities suffered, sustained, paid or incurred by Vendor in respect thereof. (c) Purchaser shall be responsible for and shall indemnify Vendor from and against all losses, costs, claims, damages, expenses and liabilities suffered, sustained, paid or incurred by Vendor which pertain to environmental damage or contamination or other environmental problems pertaining to or caused by the Assets or arising out operations thereon or related thereto which in the absence of or resulting from all Environmental Liabilitiesthis Agreement would be the responsibility of Vendor, however and by whomsoever caused, and whether such Environmental Liabilities environmental damage or contamination or other environmental problems occur or arise arise, in whole or in part prior to, at on or subsequent to the Closing Timedate hereof. The Purchaser shall not be entitled to exercise and hereby waives any rights or remedies the Purchaser may now or in the future have against the Vendor in respect of such Environmental Liabilitiesenvironmental damage or contamination or other environmental problems, whether such rights and remedies are pursuant to the common law or statute or otherwise, including without limitation, the right to name the Vendor as a third party to any action commenced by any Third Party against Purchaser. Without limiting the Purchasergenerality of the foregoing, such environmental damage or contamination or other environmental problems shall include (i) surface, underground, air, ground water or surface water contamination, (ii) the abandonment or plugging of or failure to abandon or plug any of the Xxxxx, (iii) the restoration of reclamation of or failure to restore or reclaim any part of the Assets, (iv) the breach of applicable government rules and regulations in effect at any time, and (v) the removal of or failure to remove any foundations, structures or equipment from the Lands. (bd) From and after ClosingNotwithstanding any other provision in this Agreement, the whether express or implied, Purchaser shall see not be required to the timely performance indemnify Vendor in respect of all Abandonment any losses, costs, claims, damages, expenses and Reclamation Obligations pertaining to the Assets. Subject to clauses 11.1 and 11.3, the Purchaser shall be liable to the Vendor for and shall, in addition, indemnify the Vendor and its Related Parties from and against, all Losses and Liabilities liabilities suffered, sustained, paid or incurred by Vendor in respect of which Vendor has indemnified Purchaser pursuant to subsection 7(a), and Vendor shall not be required to indemnify Purchaser in respect of any losses, costs, claims, damages, expenses and liabilities suffered, sustained, paid or incurred by Purchaser in respect of them should which Purchaser has indemnified Vendor pursuant to subsection 7(b), in both cases disregarding the Purchaser fail to timely perform such obligationstime limit set out in subsection 7(c).

Purchasers Indemnities. (a) Except Purchaser shall be solely liable for all operations conducted by it on or in respect of the Assets regardless of when such operations occur. Purchaser shall indemnify and save harmless Vendor from and against all losses, costs, claims, damages, expenses and liabilities suffered, sustained, paid or incurred by Vendor as a result of operations conducted by or on behalf of Purchaser on or in respect of the Assets. (b) Purchaser shall see to the extent any Claim arises out timely performance of or relates all abandonment and reclamation obligations pertaining to events or circumstances the Assets which constitute a breach in the absence of a representation, warranty or covenant of the Vendor under this Agreement for which the Vendor would be liable to indemnify the Purchaser pursuant to clause 11.1 and, subject to clauses 11.1 and 11.3, from and after Closing, the responsibility of Vendor. Purchaser shall be liable to Vendor for andand shall, as an independent covenantin addition, shall indemnify, defend and save harmless the indemnify Vendor and its Related Parties from and against any against, all losses, costs, claims, damages, expenses and all Vendor's Losses that any of them may sufferliabilities suffered, sustainsustained, pay paid or incur incurred by Vendor should Purchaser fail to timely perform such obligations. (c) Purchaser shall be liable to Vendor for and all Claims made against the Vendor or any of its Related Partiesshall, in each caseaddition, indemnify Vendor from and against, all losses, costs, claims, damages, expenses and liabilities suffered, sustained, paid or incurred by Vendor which pertain to the extent: (i) subject environmental damage or contamination or other environmental problems including Environmental Liabilities, pertaining to clause 9.3, or caused by or arising out of or resulting from breaches of the representations or warranties made by the Purchaser in clause 9.16, for which written notice of such Losses and Liabilities or Claims with reasonable particulars shall have been provided by the Vendor to the Purchaser within twelve (12) months from the Closing Time; (ii) caused by or arising out of or resulting from breaches of covenants made by the Purchaser in this Agreement; (iii) caused by or arising out of the ownership or operation of the Assets by the Purchaser from and after the Closing Time; (iv) arising out of the Vendor holding title (registered or otherwise) to any of the Assets after Closing in accordance with the terms of this Agreement, which relate to events operations thereon or circumstances occurring after Closing; and (v) caused by or arising out of or resulting from all Environmental Liabilitiesrelated thereto, however and by whomsoever caused, and whether such Environmental Liabilities Liabilities, environmental damage or contamination or other environmental problems occur or arise in whole or in part prior to, at on or subsequent to the Closing Timedate hereof. The Purchaser shall not be entitled to exercise and hereby waives any rights or remedies the Purchaser may now or in the future have against the Vendor in respect of such Environmental Liabilities, environmental damage or contamination or other environmental problems, whether such rights and remedies are pursuant to the common law or statute or otherwise, including without limitation, the right to name the Vendor as a third party to any action commenced by any Third Party against Purchaser. Without limiting the Purchaser. generality of the foregoing, such Environmental Liabilities, environmental damage or contamination or other environmental problems shall include (bi) From and after Closingsurface, underground, air, ground water or surface water contamination, (ii) the Purchaser shall see abandonment or plugging of or failure to abandon or plug the timely performance Well, (iii) the restoration or reclamation of all Abandonment and Reclamation Obligations pertaining or failure to restore or reclaim any part of the Assets. Subject to clauses 11.1 and 11.3, the Purchaser shall be liable to the Vendor for and shall, in addition, indemnify the Vendor and its Related Parties from and against, all Losses and Liabilities suffered, sustained, paid or incurred by any of them should the Purchaser fail to timely perform such obligations.,

Purchasers Indemnities. (a) Except to the extent any Claim arises out of or relates to events or circumstances which constitute a breach of a representation, warranty or covenant of the Vendor under this Agreement for which the Vendor would be liable to indemnify the Purchaser pursuant to clause 11.1 and, subject to clauses 11.1 and 11.3, from and after Closing, the Purchaser shall be liable to Vendor for andand shall, as an independent covenantin addition, shall indemnify, defend and save harmless the indemnify Vendor and its Related Parties from and against any and against, all Vendor's Losses that any of them may suffer, sustain, pay or incur and all Claims made against the Vendor or any of its Related Parties, in each case, to the extent: (i) subject to clause 9.3, caused by or arising out of or resulting from breaches of the representations or warranties made by the Purchaser in clause 9.16, for which written notice of such Losses and Liabilities suffered, sustained, paid or Claims with reasonable particulars shall have been provided incurred by the Vendor to the Purchaser within twelve (12) months from the Closing Time; (ii) caused by which arise out of any matter or thing occurring or arising out of or resulting from breaches of covenants made by the Purchaser in this Agreement; (iii) caused by or arising out of the ownership or operation of the Assets by the Purchaser from and after the Closing Time;date hereof and which relates to the Assets, provided however that Purchaser shall not be liable to nor be required to indemnify Vendor in respect of any losses, costs, claims, damages, expenses and liabilities suffered, sustained, paid or incurred by Vendor which arise out of acts or omissions of Vendor. (ivb) arising out Purchaser shall see to the timely performance of the Vendor holding title (registered or otherwise) all Abandonment and Reclamation Obligations pertaining to any of the Assets after Closing which in accordance with the terms absence of this AgreementAgreement would be the responsibility of Vendor. Purchaser shall be liable to Vendor for and shall, which relate in addition, indemnify Vendor from and against, all Losses and Liabilities suffered, sustained, paid or incurred by Vendor should Purchaser fail to events or circumstances occurring after Closing; andtimely perform such obligations. (vc) Purchaser shall be liable to Vendor for and shall, in addition, indemnify Vendor from and against, all Environmental Liabilities suffered, sustained, paid or incurred by Vendor which pertain to environmental damage or contamination or other environmental problems pertaining to or caused by the Assets or arising out of operations thereon or resulting from all Environmental Liabilitiesrelated thereto, however and by whomsoever caused, and whether such Environmental Liabilities environmental damage or contamination or other environmental problems occur or arise in whole or in part prior to, at on or subsequent to the Closing Timedate hereof. The Purchaser shall not be entitled to exercise and hereby waives any rights or remedies the Purchaser may now or in the future have against the Vendor in respect of such Environmental Liabilitiesenvironmental damage or contamination or other environmental problems, whether such rights and remedies are pursuant to the common law or statute or otherwise, including without limitation, the right to name the Vendor as a third party to any action commenced by any Third Party against Purchaser. Without limiting the Purchasergenerality of the foregoing, such environmental damage or contamination or other environmental problems shall include (i) surface, underground, air, ground water or surface water contamination, (ii) the abandonment or plugging of or failure to abandon or plug any of the Wxxxx, (iii) the restoration or reclamation of or failure to restore or reclaim any part of the Assets, (iv) the breach of applicable government rules and regulations in effect at any time, and (v) the removal of or failure to remove foundations, structures or equipment. (bd) From and after ClosingNotwithstanding any other provision in this Agreement, the Purchaser shall see to the timely performance of all Abandonment and Reclamation Obligations pertaining to the Assets. Subject to clauses 11.1 and 11.3, the Purchaser shall not be liable to the nor be required to indemnify Vendor for and shall, in addition, indemnify the Vendor and its Related Parties from and against, all respect of any Losses and Liabilities suffered, sustained, paid or incurred by Vendor in respect of which Vendor is liable to and has indemnified Purchaser pursuant to subsection 6(a), and Vendor shall not be liable to nor be required to indemnify Purchaser in respect of any Losses and Liabilities suffered, sustained, paid or incurred by Purchaser in respect of them should which Purchaser is liable to and has indemnified Vendor pursuant to subsection 6(b), in both cases disregarding the Purchaser fail to timely perform such obligationstime limit set out in subsection 6(c).

Purchasers Indemnities. (a) Except Purchaser agrees to indemnify, hold harmless and defend Seller against and from any and all losses, claims, damages, costs, expenses or liabilities to which Seller becomes subject caused by the acts or omissions of persons entering the Branch Offices on behalf of Purchaser pursuant to this Agreement prior to the extent Closing. (b) Purchaser agrees to indemnify, hold harmless and defend Seller at all times from and after the Closing against and from any Claim arises and all losses, claims, damages, costs, expenses or liabilities to which Seller becomes subject insofar as such losses, claims, damages, costs, expenses and liabilities (or actions in respect thereof and costs and expenses, including reasonable legal fees and disbursements incurred in connection with such actions) arise out of or relates to events or circumstances which constitute a breach are based upon the following: (i) Breach of a any representation, warranty or covenant of Seller contained in or made pursuant to this Agreement. (ii) The activities and operations of the Vendor Branch Offices for all periods after the Closing, including but not limited to obligations to depositors, on the Deposits and borrowers on the Account Loans due to any miscalculation of interest payable or due with respect to the Deposits or Account Loans or liabilities resulting from Purchaser's failure to exercise reasonable care to maintain taxpayer identification information in accordance with applicable laws and regulations; (iii) Damages to persons or property that occur after the Closing in or relating to the operations of the Branch Offices except damages caused by the conduct of Seller in removing its property; (iv) Any wrongful default under this Agreement for or failure to perform, on the part of Purchaser, after the Closing relating to the Deposits and the Account Loans including, but not limited to, Purchaser's obligations as drawee or payor bank on drafts, checks, and negotiable orders of withdrawal written on Purchaser's or Seller's check forms, and fiduciary relationships that are purchased or assumed by Purchaser; (v) Any liability, claim or action (including the cost of defense thereof) arising under an XXX, SEP, Xxxxx Account or Money Purchase Plan Account of which the Vendor would be liable Seller was a trustee or other plan fiduciary and which is transferred to indemnify the Purchaser pursuant to clause 11.1 and, subject this Agreement (including Xxxxx Accounts as to clauses 11.1 and 11.3, from and after Closing, which the depositor fails to appoint the Purchaser shall be liable for andas successor trustee), as an independent covenantbut only with respect to any liability, shall indemnify, defend and save harmless the Vendor and its Related Parties from and against any and all Vendor's Losses that any of them may suffer, sustain, pay claim or incur and all Claims made against the Vendor or any of its Related Parties, in each case, to the extent: (i) subject to clause 9.3, caused by or action arising out of or resulting from breaches of the representations relating to any actions taken or warranties made omitted to be taken by the Purchaser in clause 9.16, for which written notice of such Losses and Liabilities or Claims with reasonable particulars shall have been provided by the Vendor to the Purchaser within twelve (12) months from the Closing Time; (ii) caused by or arising out of or resulting from breaches of covenants made by the Purchaser in this Agreement; (iii) caused by or arising out of the ownership or operation of the Assets by the Purchaser from and after the Closing. Purchaser's duty of indemnification shall commence at Closing Time; (iv) arising out of the Vendor holding title (registered or otherwise) Date even if any notice period with respect to any of the Assets after Closing in accordance with the terms of this Agreement, which relate to events or circumstances occurring after Closing; and (v) caused by or arising out of or resulting from all Environmental Liabilities, however and by whomsoever caused, and whether such Environmental Liabilities occur or arise in whole or in part prior to, at or subsequent to the Closing Time. The Purchaser shall Seller's resignation as trustee has not be entitled to exercise and hereby waives any rights or remedies the Purchaser may now or in the future have against the Vendor in respect of such Environmental Liabilities, whether such rights and remedies are pursuant to the common law or statute or otherwise, including the right to name the Vendor as a third party to any action commenced by any Third Party against the Purchaseryet expired. (b) From and after Closing, the Purchaser shall see to the timely performance of all Abandonment and Reclamation Obligations pertaining to the Assets. Subject to clauses 11.1 and 11.3, the Purchaser shall be liable to the Vendor for and shall, in addition, indemnify the Vendor and its Related Parties from and against, all Losses and Liabilities suffered, sustained, paid or incurred by any of them should the Purchaser fail to timely perform such obligations.