Common use of Indemnification for Breaches of Representations and Warranties Clause in Contracts

Indemnification for Breaches of Representations and Warranties. [FIRST PARTY NAME] agrees with [SECOND PARTY NAME] and [SECOND PARTY NAME] agrees with [FIRST PARTY NAME] (the party agreeing to indemnify another party being called the “Indemnifying Party” and the party to be indemnified being called the “Indemnified Party”) to indemnify and save harmless the Indemnified Party, effective as and from the Closing Time, from and against any Claims which may be made or brought against the Indemnified Party or which it may suffer or incur as a result of, in respect of, or arising out of any non-fulfillment of any covenant or agreement on the part of the Indemnifying Party under this Agreement or any closing document or any incorrectness in or breach of any representation or warranty of the Indemnifying Party contained herein or in any closing document. Any amount which an Indemnifying Party is liable to pay to an Indemnified Party pursuant to this Section 6.1 shall bear interest at a rate per annum equal to the Prime Rate, calculated and payable monthly, both before and after judgment, with interest on overdue interest at the same rate, from the date the Indemnified Party disbursed funds, suffered damages or losses or incurred a loss, liability or expense in respect of a Claim, to the date of payment by the Indemnifying Party to the Indemnified Party. Any amount which an Indemnifying Party is required to pay to an Indemnified Party pursuant to this Section 6.1 (including interest thereon) is called an “Indemnified Loss”. The foregoing obligation of indemnification in respect of such Claims shall be subject to the time limitation set forth in Sections 5.1 and 5.2 hereof respecting the survival of the representations and warranties of the parties.

Indemnification for Breaches of Representations and Warranties. [FIRST PARTY NAME] The Seller hereby agrees with [SECOND PARTY NAME] the Purchaser and [SECOND PARTY NAME] the Purchaser hereby agrees with [FIRST PARTY NAME] the Seller (the party or parties agreeing to indemnify another party being called the “Indemnifying Party” and the party to be indemnified being called the “Indemnified Party”) to indemnify and save harmless the Indemnified Party, effective as and from the Closing TimeDate, from and against any Claims which may be made or brought against the Indemnified Party or which it may suffer or incur as a result of, in respect of, or arising out of any non-fulfillment fulfilment of any covenant or agreement on the part of the Indemnifying Party under this Agreement or any closing document Closing Document or any incorrectness misrepresentation in or breach of any representation or warranty of the Indemnifying Party contained herein or in any closing documentClosing Document. Any amount which an Indemnifying Party is liable to pay to an Indemnified Party pursuant to this Section 6.1 12.1 shall bear interest at a rate per annum equal to the Prime Rate, calculated and payable monthly, both before and after judgment, with interest on overdue interest at the same rate, from the date the Indemnified Party disbursed funds, suffered damages or losses or incurred a loss, liability or expense in respect of a Claim, to the date of payment by the Indemnifying Party to the Indemnified Party. Any amount which an Indemnifying Party is required to pay to an Indemnified Party pursuant to this Section 6.1 (including interest thereon) is called an “Indemnified Loss”. The foregoing obligation of indemnification in respect of such Claims shall be subject to the time limitation set forth in Sections 5.1 11.1 and 5.2 11.2 hereof respecting the survival of the representations and warranties of the parties.

Indemnification for Breaches of Representations and Warranties. [FIRST PARTY NAME] agrees (a) If the Closing occurs, each of Seller and Purchaser shall indemnify, defend and hold the Purchaser Indemnitees, in the case of Seller, and the Seller Indemnitees, in the case of Purchaser, harmless for any Loss incurred or suffered by any of them as a result of or in connection with [SECOND PARTY NAME] or involving a breach of a representation or warranty by the Indemnifying Party in this Agreement either (i) made as of the Effective Date or (ii) as hereby expressly re-made as of the Closing Date. (b) Notwithstanding the foregoing and [SECOND PARTY NAME] agrees solely with [FIRST PARTY NAME] respect to the indemnification obligations in Section 7.04(a) above: Execution Version (the party agreeing i) Seller shall be obligated to indemnify another party being called the “Indemnifying Party” Purchaser Indemnitees and Purchaser shall be obligated to indemnify the party Seller Indemnitees only for those claims giving rise to any Loss as to which the Person claiming the right to be indemnified being called (the “Indemnified Party”) has given the Party from whom it is claiming indemnification (the “Indemnifying Party”) written notice prior to indemnify and save harmless the Indemnified Partyend of the Indemnity Period, effective as and from provided that such Indemnity Period shall not apply to fraud, intentional misrepresentation or the Closing Time, from and against any Claims which may Fundamental Reps. (ii) No indemnification shall be made by either Seller or brought against Purchaser with respect to any claim made pursuant to Section 7.04(a) above unless the aggregate amount of Losses incurred or suffered by the Indemnified Party or which it may suffer or incur as a result ofunder this Agreement, in respect ofthe aggregate, exceeds Three Million and No/100 Dollars ($3,000,000.00) (the “Minimum Claim Amount”). Notwithstanding anything to the contrary contained in this Section 7.04(b)(ii), (x) except for a claim of Loss alleging or arising out of Seller’s fraud, in no event shall a Party’s post-Closing liability in any non-fulfillment of any covenant or agreement on the part of the Indemnifying Party such event under this Agreement exceed Thirty-Five Million and No/100 Dollars ($35,000,000.00) for any event (“Maximum Liability”), (y) the amount of Maximum Liability shall be inclusive of attorneys’ fees, and ancillary court and experts’ costs and fees and (z) in no event shall either Party be liable for any special, consequential, speculative, punitive or any closing document or any incorrectness in or similar damages. Notwithstanding anything to the contrary contained herein, there shall be no Minimum Claim Amount and Maximum Liability for a claim of Loss arising out of (i) a breach of the Fundamental Reps, or (ii) a Party’s fraud (for avoidance of doubt, a Party’s liability for any indemnification claim is not subject to limitation under this Section 7.04(b)(ii) in the event such claim arose from fraud). (iii) If on or prior to the Closing, Purchaser is deemed to know any fact, circumstance or information that would cause one or more of the representations and warranties made by Seller to be materially inaccurate as of the date made or as of the Closing Date, the Purchaser Indemnitees shall not have any right or remedy after the Closing with respect to such inaccuracy and shall be deemed to have waived its rights to indemnification in respect thereof. Prior to the Closing, Purchaser and Seller shall promptly notify the other Parties hereto if such Person obtains actual knowledge that any of the representations and warranties in this Agreement and the Schedules or Seller 's Disclosures hereto is not true and correct in all material respects, or if such Person obtains actual Knowledge of any material error in, or omission from, the Schedules to this Agreement or the Seller’s Disclosures. For purposes of this Section 7.04(b)(iii), the term "deemed to know" shall mean Purchaser shall be “deemed to know” any fact, circumstance or information or shall have “deemed knowledge” of the same to the extent (A) Purchaser has actual Knowledge of a particular fact or circumstance or information that is inconsistent with any representation or warranty of Seller, or (B) the Indemnifying Party contained herein Data Room or in the inspections, reports, analysis or other due diligence materials obtained or requisitioned by Purchaser, or any closing document. Any amount which an Indemnifying Party is liable to pay to an Indemnified Party pursuant to this Section 6.1 shall bear interest at a rate per annum equal to the Prime Rate, calculated and payable monthly, both before and after judgment, with interest on overdue interest at the same rate, from the date the Indemnified Party disbursed funds, suffered damages or losses or incurred a loss, liability or expense in respect of a Claim, to the date of payment by the Indemnifying Party to the Indemnified Party. Any amount which an Indemnifying Party is required to pay to an Indemnified Party pursuant to this Section 6.1 (including interest thereon) is called an “Indemnified Loss”. The foregoing obligation of indemnification in respect of such Claims shall be subject to the time limitation set forth in Sections 5.1 and 5.2 hereof respecting the survival physical inspection of the representations and warranties Properties by Purchaser or its Execution Version Affiliates, discloses a particular fact or circumstance or contains information that is inconsistent with any representation or warranty of the partiesSeller.

Indemnification for Breaches of Representations and Warranties. [FIRST PARTY NAME] The Vendors agree with Dectron and Dectron agrees with [SECOND PARTY NAME] and [SECOND PARTY NAME] agrees with [FIRST PARTY NAME] the Vendors (the party agreeing to indemnify another party being called the “"Indemnifying Party” " and the party to be indemnified being called the “"Indemnified Party”") to indemnify and save harmless the Indemnified Party, effective as and from the Closing Time, from and against any Claims which may be made or brought against by the Indemnified Party or which it may suffer or incur as a result of, in respect of, or arising out of any non-fulfillment fulfilment of any covenant or agreement on the part of the Indemnifying Party under this Agreement or under the Share Purchase Agreement, as applicable to the Vendors herein, or any closing document or any incorrectness in or breach of any representation or warranty of the Indemnifying Party contained herein or in any closing document. Any amount which an Indemnifying Party is liable to pay to an Indemnified Party pursuant to this Section 6.1 7.1 shall bear interest at a rate per annum equal to the Prime Rate, calculated and payable monthly, both before and after judgment, with interest on overdue interest at the same rate, from the date the Indemnified Party disbursed funds, suffered damages or losses or incurred a loss, liability or expense in respect of a Claim, to the date of payment by the Indemnifying Party to the Indemnified Party. Any amount which an Indemnifying Party is required to pay to an Indemnified Party pursuant to this Section 6.1 7.1 (including interest thereon) is called an “"Indemnified Loss”". The foregoing obligation of indemnification in respect of such Claims shall be subject to the time limitation set forth in Sections 5.1 and 5.2 Section 6.1 hereof respecting the survival of the representations and warranties of the parties.

Indemnification for Breaches of Representations and Warranties. [FIRST PARTY NAME] The Vendors agree with Dectron and Dectron agrees with [SECOND PARTY NAME] and [SECOND PARTY NAME] agrees with [FIRST PARTY NAME] the Vendors (the party agreeing to indemnify another party being called the “Indemnifying Party” "INDEMNIFYING PARTY" and the party to be indemnified being called the “Indemnified Party”"INDEMNIFIED PARTY") to indemnify and save harmless the Indemnified Party, effective as and from the Closing Time, from and against any Claims which may be made or brought against the Indemnified Party or which it may suffer or incur as a result of, in respect of, or arising out of any non-fulfillment fulfilment of any covenant or agreement on the part of the Indemnifying Party under this Agreement or any closing document or any incorrectness in or breach of any representation or warranty of the Indemnifying Party contained herein or in any closing document. Any amount which an Indemnifying Party is liable to pay to an Indemnified Party pursuant to this Section 6.1 shall bear interest at a rate per annum equal to the Prime Rate, calculated and payable monthly, both before and after judgment, with interest on overdue interest at the same rate, from the date the Indemnified Party disbursed funds, suffered damages or losses or incurred a loss, liability or expense in respect of a Claim, to the date of payment by the Indemnifying Party to the Indemnified Party. Any amount which an Indemnifying Party is required to pay to an Indemnified Party pursuant to this Section 6.1 (including interest thereon) is called an “Indemnified Loss”"INDEMNIFIED LOSS". The foregoing obligation of indemnification in respect of such Claims shall be subject to the time limitation set forth in Sections 5.1 and 5.2 ? hereof respecting the survival of the representations and warranties of the parties.