Common use of Purchaser's Indemnities for Representations and Warranties Clause in Contracts

Purchaser's Indemnities for Representations and Warranties. Purchaser shall be liable to Vendor for and shall, in addition, indemnify Vendor from and against, all losses, costs, claims, damages, expenses and liabilities suffered, sustained, paid or incurred by Vendor which would not have been suffered, sustained, paid or incurred had all of the representations and warranties contained in section 4.2 been accurate and truthful, provided however that nothing in this section 5.2 shall be construed so as to cause Purchaser to be liable to or indemnify Vendor in connection with any representation or warranty contained in section 4.2 if and to the extent that Vendor 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 Vendor 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.

Purchaser's Indemnities for Representations and Warranties. Purchaser shall be liable to Vendor for and shall, in addition, indemnify Vendor from and against, all losses, costs, claims, damages, expenses and liabilities suffered, sustained, paid or incurred by Vendor which would not have been suffered, sustained, paid or incurred had all of the representations and warranties contained in section 4.2 been accurate and truthful, provided however that nothing in this section 5.2 shall be construed so as to cause Purchaser to be liable to or indemnify Vendor in connection with any representation or warranty contained in section 4.2 if and to the extent that Vendor did not rely upon such representation or warranty or unless (warranty. All such liabilities and then only indemnities of Purchaser pursuant to this section 5.2 shall be joint and several liabilities and indemnities given by each of the extent) the aggregate amount of such losses, costs, claims, damages, expenses and liabilities suffered, sustained or incurred by Vendor 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 7Parties comprising Purchaser.