Indemnification by the Vendors Clause Samples
The "Indemnification by the Vendors" clause requires the vendors to compensate or reimburse the buyer for losses, damages, or liabilities that arise from specific breaches or issues related to the transaction. Typically, this clause applies if the vendors have made inaccurate representations, breached warranties, or failed to fulfill certain obligations under the agreement. For example, if the vendors misstate financial information or fail to disclose material liabilities, they would be responsible for covering the resulting costs to the buyer. The core function of this clause is to allocate risk by ensuring that the vendors bear responsibility for certain problems, thereby protecting the buyer from unforeseen losses connected to the vendors' actions or omissions.
Indemnification by the Vendors. The Purchase Agreement is amended by deleting in its entirety Section 7.02 and substituting therefor the following:
(1) Subject to the provisions of this Article 7, the Vendors will, on a joint and several basis, indemnify and save harmless the Purchaser and the directors, officers, employees and agents of the Purchaser (collectively, the “Purchaser Indemnitees”) from and against all Claims asserted against and Losses incurred by any of them directly or indirectly arising out of resulting from:
(a) any inaccuracy or misrepresentation in any representation or warranty of any Vendor in this Agreement; or
(b) any breach of any covenant of any Vendor of this Agreement; or
(c) any of the transactions contemplated by any of the UK Agreements.
(2) Notwithstanding any of the other provisions of this Agreement, none of the Vendors will be liable to any Purchaser Indemnitee in respect of any Claim or Loss directly or indirectly arising out of or resulting from any inaccuracy or misrepresentation in the representations or warranties of the Vendors set forth in Section 3.01(h) unless notice of any Claim by the Purchaser against the Vendors with respect thereto is given to the Vendors by the Purchaser within eighteen (18) months after the Closing Date whether or not any Purchaser Indemnitee has discovered or could have discovered such inaccuracy or misrepresentation before such time, but excluding any Claim or Loss arising out of or resulting from any fraud by any Vendor in which case there will be no time limit for the Purchaser to make a Claim against either Vendor in respect thereof.”
Indemnification by the Vendors. (a) The Vendors shall jointly and severally indemnify and save harmless each of the Purchasers, their respective directors, officers, agents, employees and shareholders and Affiliates (collectively referred to as the “Purchaser Indemnified Parties”), on an after-Tax basis, from and against all Claims which may be made or brought against the Purchaser Indemnified Parties, or which they may suffer or incur, directly or indirectly, as a result of or in connection with:
(i) any non-fulfilment or breach of any covenant or agreement on the part of either of the Vendors contained in this Agreement or in any certificate or other document furnished by or on behalf of either of the Vendors pursuant to this Agreement;
(ii) any misrepresentation or any incorrectness in or breach of any representation or warranty of either of the Vendors contained in this Agreement, the Vendor Disclosure Schedule or in any certificate or other document furnished by or on behalf of either of the Vendors pursuant to this Agreement;
(iii) any liabilities, debts and obligations, including Excluded Tax Liabilities, of either of the Vendors not forming part of the Assumed Liabilities; and
(iv) the failure to obtain any necessary approvals, consents, waivers or modifications for any Restricted Rights referred to in Section 2.4 including, without limitation, any Claims relating to any resultant termination of any such Restricted Rights or any increase of obligations or decrease of rights or entitlements of the Purchasers.
(b) The Holdback shall be security for the Vendors’ obligations under Section 11.2(a). If the acquisition of the Business is consummated, recovery from the Holdback shall be the exclusive remedy under this Agreement for any breach or default in connection with any of the representations, warranties, covenants or agreements of the Vendors set forth in this Agreement, the Vendor Disclosure Schedule or any certificate delivered pursuant to this Agreement; provided, however, that (i) nothing in this Agreement shall limit the liability of the Vendors for any Claim based on intentional misrepresentation or fraud; and (ii) the liability of the Vendors based on the absence of, or deficiency in, the title of any Vendor to the Purchased Assets shall be limited to the Purchase Price; and provided further, that the Vendors shall have no obligation to make any payment under this Section 11.2(b) with respect to any representation, warranty or covenant unless the aggregate amount to which t...
Indemnification by the Vendors. Subject to Section 3.4, the Vendors shall, jointly and severally, indemnify and save the Purchaser harmless for and from:
(1) all debts and liabilities of MFI, including liabilities for any Taxes, existing at the Closing Time and not disclosed on or included in the Audited Financial Statements, as applicable, except liabilities accruing or incurred subsequent to December 31, 2014, as applicable, in the ordinary course of the Business, consistent with past practice and except liabilities disclosed in this Agreement or any Schedule;
(2) all contingent liabilities which MFI becomes obligated to pay and which exist at the Closing Time whether or not the Vendors or MFI have notice thereof or of the facts or circumstances which give rise thereto;
(3) any liabilities in respect of the Lease;
(4) any liabilities in respect of the Excluded Employees;
(5) any assessment for Taxes for any period up to the Closing Date for which no adequate reserve has been provided and disclosed in the Audited Financial Statements, as applicable;
(6) any loss or damages suffered by the Purchaser or by MFI as a result of any breach of representation, warranty or covenant on the part of the Vendors contained in this Agreement or in any document delivered pursuant to or contemplated by this Agreement;
(7) any warranty, damage or similar claim made against MFI for or arising from defects in any goods, materials, service or workmanship, in each case provided by MFI on or prior to the Closing Date for which MFI is or is alleged to be liable; and
(8) all claims, demands, costs and expenses, including legal fees, in respect of the foregoing.
Indemnification by the Vendors. The Vendors hereby agree to indemnify and save harmless the Purchaser from all Losses suffered or incurred by the Purchaser (or, if the Closing has occurred, the Purchaser, Holdco, the Company or any Subsidiary) as a result of or arising directly or indirectly out of or in connection with:
(1) any breach by the Vendors of or any inaccuracy of any of the representations and warranties of the Vendors set out in this Agreement (other than in Section 4.16, 52 -47- which are covered by Section 11.1(c)) or any of the corresponding representations and warranties set out in any certificate to be delivered by the Vendors pursuant to this Agreement or in any agreement, instrument or other document delivered pursuant to this Agreement (provided that the indemnity provided for in this Section 11.1(a) shall not apply in the case of a breach or inaccuracy of any representation or warranty unless the Indemnified Party shall have provided notice to the Indemnifying Party in accordance with Section 11.3 on or prior to the expiration of such representation and warranty as provided in Section 6.1);
(2) any breach or non-performance by the Vendors of any covenant to be performed by the Vendors under this Agreement or under any agreement, instrument, certificate or other document delivered pursuant hereto;
Indemnification by the Vendors. Subject to this Article 11 and Section 12.5, each of the Vendors shall jointly and severally indemnify and save harmless the Purchaser Indemnitees from any and all Losses suffered or incurred by the Purchaser Indemnitees as a result of or arising directly or indirectly out of or in connection with:
(1) any inaccuracy of, or any breach by any Vendor of, any representation or warranty of the Vendors contained in this Agreement or in any instrument, certificate or other document delivered by a Vendor pursuant to this Agreement; and
(2) any breach or non-performance by any Vendor of any covenant or other obligation to be performed by it that is contained in this Agreement or in any instrument, certificate or other document delivered pursuant to this Agreement.
Indemnification by the Vendors. The Vendors shall indemnify the Purchaser, and save Purchaser and their respective officers, directors, employees, affiliates and representatives harmless from and against any and all claims, losses, liabilities, damages, recoveries, deficiencies, costs and expenses (including, without limitation, interest, penalties and attorneys’ fees and disbursements) (hereinafter some times referred to collectively as “losses”) suffered or sustained by the Purchaser resulting from, arising out of or relating to:
(i) any breach or falsity of any of the representations or warranties of the Vendors set forth herein or any failure to fulfil any covenant or obligation on the part of the Vendors under this Agreement or from any misrepresentation in or omission from any certificate, schedule or other document provided to the Purchaser by the Vendors pursuant to this Agreement;
(ii) any claims, demands, suits, proceedings or actions by any third party containing allegations which, if true, would constitute a misrepresentation, breach of warranty or failure to fulfil a covenant or obligation on the part of the Vendor under this Agreement;
(iii) any claims, demands or causes of action of any kind or nature by any third party arising from the conduct of the Purchased Business prior to the Closing Date.
(iv) any assessment or reassessment for taxes of Digital and HPB or for any taxation year ending on or before the Closing Date to the extent that the amount of taxes payable as a result of such assessment or reassessment exceeds the amount accrued as a liability for such taxes.
Indemnification by the Vendors after the Closing), successors and assigns from and against any and all Damages suffered by the Purchaser or the Acquired Subsidiaries which are caused by, arising out of or in respect of:
(a) all Allied Group Income Taxes attributable to any Pre-Closing Tax Period (including any transaction consummated in such Pre-Closing Tax Period);
(b) any Tax attributable to a tax period ending on or before December 29, 1996 resulting from or attributable to the distribution of the Retained Subsidiaries and the Retained Land (as such terms are defined in the SPA);
(c) any Tax attributable to a tax period ending on or before December 29, 1996 on or attributable to the elimination, reversal, release, satisfaction, distribution, or discharge of Intercompany Indebtedness of the Acquired Subsidiaries (including any intercompany items solely between the Acquired Subsidiaries, as well as items between Laid▇▇▇ ▇▇▇. and the other Affiliates of Laid▇▇▇), ▇nd any other reorganization steps or other actions taken by Laid▇▇▇ ▇▇▇ its Affiliates in placing the Acquired Subsidiaries in the condition required for Closing (as defined in the SPA), (including, without limitation, the actions set forth in Section 3.2 of the SPA);
(d) any obligation of the Purchaser or the Acquired Subsidiaries to contribute to the payment of any Allied Group Income Taxes determined on a consolidated, combined or unitary basis allocable to any Pre-Closing Period with respect to a group of corporations that includes or included the Acquired Subsidiaries;
(e) any (x) Pre-Closing Allied Insurance Claims, and (y) liability (including any Environmental Claim relating to any Environmental Law) arising out of the activities, business, assets or operations of the Allied Group, including their predecessors, affiliates, successors and assigns;
(f) any claim by Allied Parent or any of its Subsidiaries (other than any Acquired Subsidiary) against any Acquired Subsidiary based on any event occurring or condition existing on or before the Closing Date;
(g) any breach or default in the performance by either Vendor of any covenant or agreement made by that Vendor in this Agreement or in any Ancillary Agreement to which that Vendor is a party;
(h) warranties made in Article IV of this Agreement (other than the representations and warranties set forth in Sections 4.2, 4.3, 4.4, 4.5, 4.11, 4.13 and 4.15);
(i) any breach of warranty or inaccurate or erroneous representation made by either Vendor in Sections 4.2, 4.3, 4.4, 4.5...
Indemnification by the Vendors. In connection with any registration statement filed pursuant to this Agreement, each Vendor will furnish to the Company in writing such information and affidavits as the Company reasonably requests for use in connection with any registration statement or prospectus and each Vendor agrees, severally and not jointly, to indemnify, to the extent permitted by law, the Company, its directors, officers, trustees, partners, employees, advisors and agents, and each Person who controls the Company (within the meaning of the Securities Act and the Exchange Act) against any losses, claims, damages, liabilities and expenses resulting from any untrue or allegedly untrue statement of a material fact or any omission or alleged omission to state a material fact required to be stated in the registration statement or prospectus or any amendment thereof or supplement thereto necessary to make the statements therein not misleading in light of the circumstances under which such statements were made, but only to the extent that the untrue or allegedly untrue statement or omission or alleged omission is contained in or omitted from any information or affidavit such Vendor furnished in writing to the Company expressly for use therein and only in an amount not exceeding the net proceeds received by such Vendor with respect to securities sold pursuant to such registration statement. In connection with a firm or best efforts underwritten offering, to the extent customarily required by the managing underwriter, each Vendor, severally and not jointly, will indemnify the underwriters, their officers and directors and each Person who controls the underwriters (within the meaning of the Securities Act and the Exchange Act), to the extent customary in such agreements.
Indemnification by the Vendors. (a) Each Vendor shall on a several basis in proportion to each Vendor’s Pro Rata Share, indemnify and save harmless the Purchaser, and its directors, officers, agents, employees and shareholders (collectively referred to as the “Purchaser Indemnified Parties”), on an after-Tax basis, from and against all Claims, whether or not arising due to third party Claims, which may be made or brought against Purchaser Indemnified Parties, or which they may suffer or incur, directly or indirectly, as a result of or in connection with or relating to:
(i) any non-fulfilment or breach of any covenant on the part of such Vendor contained in this Agreement or in any certificate or other document furnished by or on behalf of such Vendor pursuant to this Agreement;
(ii) any misrepresentation or any incorrectness in or breach of any representation or warranty of such Vendor contained in Article 4; and
(iii) any misrepresentation or any incorrectness in or breach of any representation or warranty of the Corporation and the Management Vendors contained in Article 5;
(b) The Vendors agree that:
(i) Section 11.1(a)(i) shall survive the Closing indefinitely or for the period explicitly specified herein or in any certificate or other document furnished by or on behalf of the Vendors pursuant hereto, for the performance or fulfilment of the relevant covenant;
(ii) the representations and warranties of the Vendors contained in Article 4 herein shall survive the Closing and shall remain in full force and effect until the date that is 12 months following the Closing Date; and
(iii) the representations and warranties of the Corporation and the Management Vnedors contained in Article 5 herein shall remain in full force and effect until the date that is 6 months following the Closing Date; Notwithstanding the foregoing, any Claims asserted in good faith with reasonable specificity (to the extent known at such time) and in writing by notice from the Indemnified Party to the Indemnifying Parties prior to the expiration date of the applicable survival period shall not thereafter be barred by the expiration of the relevant representation or warranty and such Claims shall survive until finally resolved.
Indemnification by the Vendors. The Vendors covenant and agree to indemnify and save harmless the Purchaser from any loss, damage, liability, cost and expense (including without limitation any tax liability) suffered by the Purchaser directly or indirectly as a result of or arising out of any breach of representation, warranty, covenant or agreement of the Vendors contained in this Agreement, or any document or certificate delivered under this Agreement.