Common use of Responsibility of Purchaser Clause in Contracts

Responsibility of Purchaser. Provided that Closing has occurred, and subject to Clause 4.2 Purchaser shall assume all of the Vendor's liabilities and obligations, under contracts to which they are made parties or which are assigned to them by virtue of documents delivered at Closing arising after the Effective Date in respect to the Assets and shall, (a) be liable to the Vendor for all losses, costs, damages and expenses whatsoever which the Vendor may suffer, sustain, pay or incur; and (b) indemnify and save the Vendor and its directors, officers, servants, agents and employees harmless from and against all claims, liabilities, actions, proceedings, demands, losses, costs, damages and expenses whatsoever which may be brought against or suffered by the Vendor, its directors, officers, servants, agents or employees or which they may sustain, pay or incur; as a direct result of any matter or thing arising out of, resulting from, attributable to or connected with the Assets and occurring subsequent to the Effective Date, except any losses, costs, damages, expense, claims, liabilities, actions, proceedings and demands to the extent that the same either are reimbursed (or reimbursable) by insurance maintained by the Vendor or arise as a result from or are caused by the gross negligence or willful misconduct of the Vendor, it's directors, officers, servants, agents, employees or assigns, or the breach of inaccuracy of any of the Vendor's representations and warranties in Clause 6.1 (and without regard to the time limit set out in Clause 6.3). The responsibility prescribed by this Clause, however, does not provide either an extension of any representation or warranty contained in Clause 6.2 or an additional remedy for breach of such a representation or warranty. Nothing contained in this Clause shall relieve the Vendor from any liability arising as a result of a breach of any representation or warranty contained in Clause 6.1.

Responsibility of Purchaser. Provided that Closing has occurred, and subject to Clause 4.2 the Purchaser shall assume all of the Vendor's ’s liabilities and obligations, under contracts to which they are made parties or which are assigned to them by virtue of documents delivered at Closing arising after the Effective Date in respect to the Assets and shall, (a) be liable to the Vendor for all losses, costs, damages and expenses whatsoever which the Vendor may suffer, sustain, pay or incur; and (b) indemnify and save the Vendor and its directors, officers, servants, agents and employees harmless from and against all claims, liabilities, actions, proceedings, demands, losses, costs, damages and expenses whatsoever which may be brought against or suffered by the Vendor, its directors, officers, servants, agents or employees or which they may sustain, pay or incur; as a direct result of any matter or thing arising out of, resulting from, attributable to or connected with the Assets and occurring subsequent to the Effective Date, except any losses, costs, damages, expense, claims, liabilities, actions, proceedings and demands to the extent that the same either are reimbursed (or reimbursable) by insurance maintained by the Vendor or arise as a result from or are caused by the gross negligence or willful misconduct of the Vendor, it's ’s directors, officers, servants, agents, employees or assigns, or the breach of inaccuracy of any of the Vendor's ’s representations and warranties in Clause 6.1 5.1 (and without regard to the time limit set out in Clause 6.35.3). The responsibility prescribed by this Clause, however, does not provide either an extension of any representation or warranty contained in Clause 6.2 5.2 or an additional remedy for breach of such a representation or warranty. Nothing contained in this Clause shall relieve the Vendor from any liability arising as a result of a breach of any representation or warranty contained in Clause 6.15.1.

Responsibility of Purchaser. Provided that Closing has occurred, and subject to Clause 4.2 the Purchaser shall assume all of the Vendor's liabilities and obligations, under contracts to which they are made parties or which are assigned to them by virtue of documents delivered at Closing arising after the Effective Date in respect to the Assets and shall,: (a) be liable to the Vendor for all lossesloses, costs, damages and expenses whatsoever (this specifically includes but is not limited to all loses, costs, damages and expenses whatsoever that results from TransAction’s operations as an agent or in any other capacity for the Purchaser) which the Vendor may suffer, sustain, pay or incur; and (b) indemnify and save the Vendor and its directors, officers, servants, agents and employees harmless from and against all claims, liabilities, actions, proceedings, demands, losses, costs, damages and expenses whatsoever which may be brought against or suffered by the Vendor, its directors, officers, servants, agents or employees or which they may sustain, pay or incur; ; (i) as a direct result of any matter or thing arising out of, resulting fromfrom or attributable to a representation or warranty contained in Clause 6.2 being inaccurate or untruthful; or (ii) as a direct result of any matter or thing arising out of, resulting from or attributable to or connected with the Assets (this specifically includes but is not limited to any matter or thing arising out of, resulting from or attributable to or connected with TransActions operations as an agent or in any other capacity for the Purchaser) and occurring subsequent to or accruing after the Effective Date, ; except any losses, costs, damages, expense, claims, liabilities, actions, proceedings and demands to the extent that the same either are reimbursed (or reimbursable) by insurance maintained by the Vendor or arise as a result from or are caused by the gross negligence or willful misconduct of the Vendor, it's its directors, officers, servants, agents, employees or assigns, or the breach of inaccuracy of any of the Vendor's representations and warranties in Clause 6.1 (and without regard to the time limit set out in Clause 6.3). The responsibility prescribed by this Clause, however, does not provide either an extension of any representation or warranty contained in Clause 6.2 or an additional remedy for the Purchaser’s breach of such a representation or warranty. Nothing contained in this Clause shall relieve the Vendor from any liability arising as a result of a breach of any representation or warranty contained in Clause 6.1.

Responsibility of Purchaser. Provided that Closing has occurred, and subject to Clause 4.2 the Purchaser shall assume all of the Vendor's ’s liabilities and obligations, under contracts to which they are made parties or which are assigned to them by virtue of documents delivered at Closing arising after the Effective Date in respect to the Assets and shall,: (a) be liable to the Vendor for all losses, costs, damages and expenses whatsoever which the Vendor may suffer, sustain, pay or incurincur as a direct result of any matter or thing arising out of, resulting from, attributable to or connected with the Assets and occurring prior to or subsequent to the Closing Date, except any losses, costs, damages, expense, claims, liabilities, actions, proceedings and demands to the extent that the same either are reimbursed (or reimbursable) by insurance maintained by the Vendor or arise as a result from or are caused by the gross negligence or willful misconduct of the Vendor, it’s directors, officers, servants, agents, employees or assigns, or the breach of inaccuracy of any of the Vendor’s representations and warranties in Clause 5.1 (and without regard to the time limit set out in Clause 5.3); and (b) indemnify and save the Vendor and its directors, officers, servants, agents and employees harmless from and against all claims, liabilities, actions, proceedings, demands, losses, costs, damages and expenses whatsoever which may be brought against or suffered by the Vendor, its directors, officers, servants, agents or employees or which they may sustain, pay or incur; , as a direct result of any matter or thing arising out of, resulting from, attributable to or connected with the Assets and occurring prior to or subsequent to the Effective Closing Date, except any losses, costs, damages, expense, claims, liabilities, actions, proceedings and demands to the extent that the same either are reimbursed (or reimbursable) by insurance maintained by the Vendor or arise as a result from or are caused by the gross negligence or willful misconduct of the Vendor, it's ’s directors, officers, servants, agents, employees or assigns, or the breach of inaccuracy of any of the Vendor's ’s representations and warranties in Clause 6.1 5.1 (and without regard to the time limit set out in Clause 6.35.3). The responsibility prescribed by this ClauseClause 9.2, however, does not provide either an extension of any representation or warranty contained in Clause 6.2 5.2 or an additional remedy for breach of such a representation or warranty. Nothing contained in this Clause 9.2 shall relieve the Vendor from any liability arising as a result of a breach of any representation or warranty contained in Clause 6.15.1.

Responsibility of Purchaser. Provided Subject to Clause 12.05 and provided that Closing has occurred, and subject to Clause 4.2 the Purchaser shall assume all of the Vendor's liabilities and obligations, under contracts to which they are made parties or which are assigned to them by virtue of documents delivered at Closing arising after the Effective Date in respect to the Assets and shall,: (a1) be liable to the Vendor for all losses, costs, damages and expenses whatsoever which the Vendor may suffer, sustain, pay or incur; and (b2) indemnify and save the Vendor and its directors, officers, servants, agents and employees harmless from and against all claims, liabilities, actions, proceedings, demands, losses, costs, damages and expenses whatsoever which may be brought against or suffered by the Vendor, its directors, officers, servants, agents or employees or which they may sustain, pay or incur; as a direct result of any matter or thing arising out of, resulting from, attributable to or connected with the Assets and occurring or accruing on or subsequent to the Effective Date, except any losses, costs, damages, expenseexpenses, claims, liabilities, actions, proceedings and demands to the extent that the same either are reimbursed (or reimbursable) by insurance maintained by the Vendor or arise as a result from or are caused by the gross negligence or willful wilful misconduct of the Vendor, it's its directors, officers, servants, agents, employees or assigns, or the breach of inaccuracy of any of the Vendor's representations and warranties in Clause 6.1 (and without regard to the time limit set out in Clause 6.3). The responsibility prescribed by in this Clause, however, does not provide either an extension of any representation or and warranty contained in Clause 6.2 6.02 or an additional remedy for the Purchaser's breach of such a representation or warranty. Nothing contained in this Clause shall relieve the Vendor from any liability arising as a result of a breach of any representation or warranty contained in Clause 6.1.

Responsibility of Purchaser. Provided Subject to Paragraph 8.4 and provided that Closing has occurred, and subject to Clause 4.2 occurred the Purchaser shall assume all of the Vendor's liabilities and obligations, under contracts to which they are made parties or which are assigned to them by virtue of documents delivered at Closing arising after the Effective Date in respect to the Assets and shall,: (a) be liable to the Vendor Seller for all losses, costs, damages and expenses whatsoever which the Vendor Seller may suffer, sustain, pay or incur; and (b) indemnify and save the Vendor Seller and its directors, officers, servants, agents agents, consultants and employees harmless from and against all claims, liabilities, actions, proceedings, demands, losses, costs, damages and expenses whatsoever which may be brought against or suffered by the VendorSeller, its directors, officers, servants, agents agents, consultants or employees or which they may sustain, pay or incur; as a direct result of any matter or thing arising out of, resulting from, attributable to or connected with the Assets and occurring subsequent to the Effective Date, except any losses, costs, damages, expenseexpenses, claims, liabilities, actions, proceedings and demands to the extent that the same either are reimbursed (or reimbursable) by insurance maintained by the Vendor or arise as a result from Seller or are caused by the gross negligence or willful misconduct of the VendorSeller, it's its directors, officers, servants, agents, consultants, employees or assigns. Notwithstanding the foregoing, however, the assumption of liability, indemnification and release provided for in this Clause shall not apply to any losses, costs, claims, damages, expenses and liabilities suffered, sustained, paid or incurred by the Seller that would have been disclosed to the Purchaser prior to Closing but for a breach of inaccuracy of any of the VendorSeller's representations and warranties in Clause 6.1 (7.1 or that result from the Seller's breach of any covenants or other obligations hereunder, and without regard nothing in this Clause shall operate either to limit any representation or warranty made by the time limit set out in Seller pursuant to Clause 6.3)7.1 or to affect the Purchaser's right to make a claim against the Seller for the breach of such a representation or warranty. The Further, the responsibility of the Purchaser prescribed by this Clause, however, Clause does not provide either an extension of any representation or warranty contained in Clause 6.2 or an additional remedy for breach 7.2. Notwithstanding any provision herein, the liability of such a representation or warranty. Nothing contained in this Clause the Purchaser and the indemnity hereby granted by the Purchaser to the Seller shall relieve only apply with respect to claims made within one (1) year following the Vendor from any liability arising as a result of a breach of any representation or warranty contained in Clause 6.1Closing Date.