Vendor's Indemnities for Representations and Warranties. Vendor shall be liable to Purchaser for and shall, in addition, indemnify Purchaser from and against, all Losses suffered, sustained, paid or incurred by Purchaser which would not have been suffered, sustained, paid or incurred had all of the representations and warranties contained in clause 4.1 been accurate and truthful, provided however that nothing in this clause 5.1 shall be construed so as to cause Vendor to be liable to or indemnify Purchaser in connection with any representation or warranty contained in clause 4.1 if and to the extent that Purchaser did not rely upon such representation or warranty.
Vendor's Indemnities for Representations and Warranties. Vendor shall be liable to Purchaser for and shall, in addition, indemnify Purchaser from and against, all losses, costs, claims, damages, expenses and liabilities suffered, sustained, paid or incurred by Purchaser which would not have been suffered, sustained, paid or incurred had all of the representations and warranties contained in section 4.1 been accurate and truthful.
Vendor's Indemnities for Representations and Warranties. From and after Closing and subject to Sections 6.5, 6.6 and 6.7, the Vendor shall be liable for all Losses and Liabilities suffered, sustained, paid or incurred by the Purchaser or any of the Purchaser’s Related Persons, and, in addition and as an independent covenant, shall defend, indemnify and keep harmless the Purchaser 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 5.1 being untrue or incorrect, provided that the Vendor shall have no liability under the foregoing assumption of liability and indemnity,:
(a) unless the aggregate amount of all such Losses and Liabilities and Claims for such Vendor exceeds One Hundred Thousand Dollars ($100,000.00), and then only to the extent that they so exceed that amount. For clarity the deductible provided in this Section 6.1(a) shall not apply to breaches by Vendor in the performance of any covenant specifically relating to post-Closing obligations; or
(b) for any act or omission undertaken or omitted to be undertaken by or on behalf of the Vendor that was undertaken or omitted to be undertaken at the written request of or with the written consent of the Purchaser;
(c) for any such Losses and Liabilities or Claims in respect of which the Purchaser, absent fraud, has not provided written notice thereof in reasonable detail to the Vendor within the twelve (12) month period immediately following Closing.
Vendor's Indemnities for Representations and Warranties. For a period of 12 months from the date hereof, Vendor shall be liable to Purchaser for and shall, in addition, indemnify Purchaser from and against, all Losses suffered, sustained, paid or incurred by Purchaser which would not have been suffered, sustained, paid or incurred had all of the representations and warranties contained in section 3.1 been accurate and truthful, provided however that nothing in this section 4.1 shall be construed so as to cause Vendor to be liable to or indemnify Purchaser in connection with any representation or warranty contained in section 3.1 if and to the extent that Purchaser did not rely upon such representation or warranty.
Vendor's Indemnities for Representations and Warranties. Subject to section 7.3, Vendor shall indemnify Purchaser, from and against all of Purchaser's Losses relating to the Assets resulting from the representations and warranties contained in section 6.1 being breached or not being accurate.
Vendor's Indemnities for Representations and Warranties. Vendor shall be liable to Purchaser for and shall, in addition, indemnify Purchaser from and against, all losses, costs, claims, damages, expenses and liabilities suffered, sustained, paid or incurred by Purchaser which would not have been suffered, sustained, paid or incurred had all of the representations and warranties contained in section 4.1 been accurate and truthful, provided however that nothing in this section 5.1 shall be construed so as to cause Vendor to be liable to or indemnify Purchaser in connection with any representation or warranty contained in section 4.1 if and to the extent that Purchaser did not rely upon such representation or warranty or unless (and then only to the extent) the aggregate amount of such losses, costs, claims, damages, expenses and liabilities suffered, sustained or incurred by Purchaser is greater than $820,000.00. This clause shall not apply to the extent that any matter or thing is the proper subject of an operating adjustment under Article 7.
Vendor's Indemnities for Representations and Warranties. Vendor shall be liable to Purchaser for and shall, in addition, indemnify Purchaser from and against, all Losses suffered, sustained, paid or incurred by Purchaser which would not have been suffered, sustained, paid or incurred had all of the representations and warranties contained in section 4.1 been accurate and truthful, provided however that nothing in this section 5.1 shall be construed so as to cause Vendor to be liable to or indemnify Purchaser in connection with any representation or warranty contained in section 4.1 if and to the extent that Purchaser did not rely upon such representation or warranty. Notwithstanding the foregoing, Vendor shall not be liable pursuant to this section 5.1 unless Purchaser shall have delivered (pursuant to section 11.8) a notice of claim pursuant to this section 5.1 within [quantification redacted] following the Closing.
Vendor's Indemnities for Representations and Warranties. From and after Closing, the Vendors shall be liable to the Purchaser and be responsible for and shall, in addition, indemnify, release and save the Purchaser harmless from and against all losses, costs, claims, damages, expenses and liabilities which the Purchaser may suffer, sustain, pay or incur resulting from, arising out of, attributable to or connected with any breach of any representation or warranty made by the Vendors under Clauses 6.01 or 6.02.
Vendor's Indemnities for Representations and Warranties. Vendor shall be liable to Purchaser for and shall, in addition, indemnify Purchaser from and against, all Losses suffered, sustained, paid or incurred by Purchaser which would not have been suffered, sustained, paid or incurred had all of the representations and warranties contained in Clauses 5.1 [Deleted for Confidentiality Purposes] been accurate and truthful, provided however that nothing in this Clause 6.1 shall be construed so as to cause Vendor to be liable to or indemnify Purchaser in connection with any representation or warranty contained in Clauses 5.1 [Deleted for Confidentiality Purposes] inclusive if and to the extent that Purchaser did not rely upon such representation or warranty. 195786\614696.v6
Vendor's Indemnities for Representations and Warranties. From and after Closing and subject to Clauses 6.3 and 14.9, Vendor shall be liable to Purchaser for and shall, in addition, indemnify Purchaser from and against, all Losses and Liabilities suffered, sustained, paid or incurred by Purchaser as a direct consequence of any representations or warranties contained in Clauses 5.1, 5.2 and 5.3 not being true or a breach by Vendor of any of its covenants contained in this Agreement, excluding any Losses and Liabilities for which Purchaser received a Purchase Price adjustment pursuant to Clause 3.1(b)(ii) and excluding any Losses and Liabilities associated with a single event or occurrence that are less than , but only to the extent that such Losses and Liabilities exceed in the aggregate , it being acknowledged that Purchaser shall have no recourse against Vendor to the extent that amount of any such individual Losses and Liabilities is less than or that the aggregate of all such Losses and Liabilities is less than . For clarity, any single event or occurrence that affects more than one Well in the same area shall not be considered to have resulted in Losses or Liabilities of less than solely by reason of such Losses or Liabilities being calculated on a Well by Well basis. Notwithstanding the foregoing, nothing in this Clause 6.1 shall be construed so as to cause Vendor to be liable to or indemnify Purchaser in connection with any representation or warranty contained in Clauses 5.1, 5.2 and 5.3 if and to the extent that Purchaser did not rely upon such representation or warranty.
