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

Purchaser's Indemnities for Representations and Warranties. From and after Closing, and subject to Clauses 6.5 and 6.6(b), Purchaser shall be liable for all Losses and Liabilities suffered, sustained, paid or incurred by Vendor or any Vendor Related Person, and, in addition and as an independent covenant, shall defend, indemnify and keep harmless Vendor 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 Clause 5.3 being untrue or incorrect provided that Purchaser shall have no liability under the foregoing assumption of liability and indemnity provided for in this Clause 6.2: (a) unless the aggregate amount of all such Losses and Liabilities and Claims suffered by Vendor or any of the Vendor Related Persons exceeds [REDACTED – THRESHOLD AMOUNT – SENSITIVE BUSINESS INFORMATION.]; (b) to the extent arising as a consequence of the fraudulent conduct, gross negligence or wilful misconduct of Vendor or any Vendor Related Person; or (c) for any such Losses and Liabilities or Claims in respect of which Vendor, absent fraud, has not provided written notice thereof in reasonable detail to Purchaser within the 12-month period immediately following Closing.

Purchaser's Indemnities for Representations and Warranties. From Subject to Clause 7.7 and after Closing12.8, and subject to Clauses 6.5 and 6.6(b)if Closing occurs, Purchaser Purchaser, shall be liable for all Losses and Liabilities suffered, sustained, paid or incurred by Vendor or any Vendor of Vendor's Related Person, and, Persons and in addition and as an independent covenant, shall defend, indemnify and keep harmless Vendor and each of Vendors' Related Persons 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 direct consequence of (i) any representations or warranties in Clause 6.3 being untrue or incorrect; (ii) any breach by Purchaser of any of its covenants contained in this Agreement or (iii) the Assumed Liabilities (with respect to the Assets), provided that, Purchaser shall have no liability under this Clause 7.2: (a) absent gross negligence or wilful misconduct on the part of Purchaser, for any act or omission undertaken or omitted to be undertaken by Purchaser or by a Third Party on Purchaser's behalf that was undertaken or omitted to be undertaken at the request of or with the written consent of Vendor; or (b) absent fraud, for any Losses, Liabilities or Claims that are a consequence of any representations or warranties contained in Clause 5.3 6.3 being untrue or incorrect provided that Purchaser shall have no liability under the foregoing assumption of liability and indemnity provided for in this Clause 6.2: (a) unless the aggregate amount of all such Losses and Liabilities and Claims suffered by Vendor or any of the Vendor Related Persons exceeds [REDACTED – THRESHOLD AMOUNT – SENSITIVE BUSINESS INFORMATION.]; (b) to the extent arising as a consequence of the fraudulent conduct, gross negligence or wilful misconduct of Vendor or any Vendor Related Person; or (c) for any such Losses and Liabilities or Claims in respect of which Vendor, absent fraud, has not provided written notice thereof in reasonable detail to Purchaser within the 12-month period immediately following Closingapplicable Survival Period.