Common use of Purchaser’s Indemnity Clause in Contracts

Purchaser’s Indemnity. Purchaser hereby agrees to indemnify Seller and its affiliates and principals, and the managers, members, stockholders, directors, officers, agents and employees of each of them (the “Seller Indemnified Parties”) for claims brought against the Seller Indemnified Parties only to the extent that they are found to result from the sole negligence of Purchaser, its governing body, or its employees. This indemnification shall not be construed to be an indemnification for the acts, or omissions of third parties, independent contractors or third party agents of the Purchaser. This indemnification shall not be construed as a waiver of Purchaser’s sovereign immunity, and shall be interpreted as limited to only such traditional liabilities for which Purchaser could be liable under the common law interpreting the limited waiver of sovereign immunity. An action may not be instituted on a claim against Purchaser unless the claimant presents the claim in writing to Purchaser’s risk manager within three (3) years after such claim accrues or Purchaser’s risk manager denies the claim in writing. For purposes of this paragraph, the requirements of notice to Purchaser’s risk manager and denial of the claim are conditions precedent to maintaining an action but shall not be deemed to be elements of the cause of action and shall not affect the date on which the cause of action accrues. Notwithstanding any other provisions of this paragraph, the value of this indemnification is limited to the maximum sum of Two Hundred Thousand Dollars ($200,000) as the result of all claims and judgments arising out of the same incident or occurrence, not to exceed the sum of One Hundred Thousand Dollars ($100,000) for any claim or judgment or portions thereof. In addition, this indemnification shall be construed to limit recovery by the indemnified party against Purchaser to only those damages caused by Purchaser’s sole negligence, and shall specifically exclude any attorney’s fees or costs associated therewith.

Purchaser’s Indemnity. ‌ (a) With respect to any breach of the Purchaser’s Warranties or obligations hereunder, the relevant Purchaser hereby agrees Indemnified Party shall provide a written notice to indemnify Seller and its affiliates and principals, the Purchaser (“Warrantors’ Notice of Breach”) and the managersPurchaser shall have the right, memberswithin a reasonable period of time not exceeding thirty (30) Business Days after the receipt of the Warrantors’ Notice of Breach and at its own expense, stockholders, directors, officers, agents to take corrective measures and employees of each of them put the relevant Purchaser Indemnified Party in the same position in which it would have been if the relevant Purchaser’s Warranties had been complied with. (the “Seller b) The relevant Purchaser Indemnified Parties”) for claims brought against the Seller Indemnified Parties only to the extent that they are found to result from the sole negligence of Purchaser, its governing body, or its employees. This indemnification Party shall not be construed entitled to be paid any sum in respect of a Claim unless (i) it is a Qualifying Claim, and (ii) the liability of the Purchaser to the relevant Purchaser Indemnified Party in respect of all Qualifying Claims in the aggregate, is at least of an indemnification for amount equal to the actsThreshold. In case the Threshold is achieved, or omissions the relevant Purchaser Indemnified Party shall be entitled to recover an amount equal to the entire amount of third partiesall Qualifying Claims, independent contractors or third party agents and not merely the portion of such claims exceeding HK$10,000,000. It being understood‌ (c) Notwithstanding anything in this Agreement to the contrary and in each case absent any willful misconduct, intentional misrepresentation, gross negligence and/or fraud on the part of any of the Purchaser. This indemnification , the total liability of the Purchaser under this Agreement shall not exceed 10% of the Consideration. TERMINATION‌ 8.1 Prior to Completion, this Agreement may be construed as a waiver of Purchaser’s sovereign immunity, and shall be interpreted as limited to only such traditional liabilities for which Purchaser could be liable under terminated by the common law interpreting the limited waiver of sovereign immunity. An action may not be instituted on a claim against Purchaser unless the claimant presents the claim concerned Party by notice in writing to the other Parties under the following circumstances: (a) if a Party (“Breaching Party”) materially breaches any of its obligations, commitments, representations, warranties, covenants or undertakings given under this Agreement and such breach is not cured within thirty (30) Business Days of written notice to the Breaching Party by the other Party (“Non-breaching Party”) (“Breach”), the Non-breaching Party shall be entitled to terminate this Agreement;‌ (b) if (i) any of the Sale Conditions set out in section 1 of Schedule 2 to this Agreement has not been satisfied or waived by the Purchaser in accordance with Clause 3.2(a) or (ii) any of the Sale Conditions set out in section 2 of Schedule 2 to this Agreement has not been satisfied or waived by the Seller in accordance with Clause 3.2(b), in each case, on or before the Long Stop Date, the Purchaser (in the case of this Clause 8.1(b)(i)) or the Seller (in the case of this Clause 8.1(b)(ii)) may within thirty (30) Business Days from the Long Stop Date terminate this Agreement by delivering written notice thereof to the other Party unless such Party has failed to use its all reasonable efforts to procure the satisfaction of the relevant Sale Conditions applicable to it;‌ (c) if there are material differences identified by the Purchaser between the state of affairs and/or the business or financial conditions of the Group and the information relating to the Group disclosed by the Seller or on its behalf to the Purchaser, at any time prior to Completion, the Purchaser shall engage in good faith discussions with the Seller for an amicable resolution, failing which the Purchaser shall be entitled to terminate this Agreement;‌ (d) if there is any material information relating to the Group which has not been disclosed to the Purchaser, as of the date of this Agreement, the Purchaser shall engage in good faith discussions with the Seller for an amicable resolution, failing which the Purchaser shall be entitled to terminate this Agreement;‌ (e) if any Material Adverse Effect in relation to the Group occurs after the date of this Agreement, the Purchaser shall be entitled to terminate this Agreement; or‌ (f) upon mutual written consent of the Parties, this Agreement may be terminated by the Parties.‌ 8.2 For the purpose of clarity: (a) if the Purchaser terminates this Agreement pursuant to Clause 8.1(a) or Clause 8.1(b) above due to the Seller’s Breach of this Agreement, the Seller shall pay an amount equal to 200% of the Deposit to the Purchaser by way of telegraphic transfer for value on the same day of immediately available funds to a bank account designated by the Purchaser in writing; and (b) if the Seller terminates this Agreement pursuant to Clause 8.1(a) or Clause 8.1(b) above due to the Purchaser’s risk manager within three (3) years after such claim accrues or Purchaser’s risk manager denies the claim in writing. For purposes Breach of this paragraphAgreement, the requirements of notice to Purchaser’s risk manager and denial of the claim are conditions precedent to maintaining an action but shall not be deemed to be elements of the cause of action and shall not affect the date on which the cause of action accrues. Notwithstanding any other provisions of this paragraph, the value of this indemnification is limited to the maximum sum of Two Hundred Thousand Dollars ($200,000) as the result of all claims and judgments arising out of the same incident or occurrence, not to exceed the sum of One Hundred Thousand Dollars ($100,000) for any claim or judgment or portions thereof. In addition, this indemnification Seller shall be construed entitled to limit recovery by forfeit the indemnified party against Purchaser to only those damages caused by Purchaser’s sole negligence, and shall specifically exclude any attorney’s fees or costs associated therewithDeposit.

Purchaser’s Indemnity. During the Indemnification Period (or thereafter solely with respect to any claim for which indemnification has been made prior to expiration of the Indemnification Period), Purchaser hereby agrees to shall indemnify Seller and hold harmless Sellers, its Affiliates and its affiliates representatives from and principalsagainst any and all Losses incurred or suffered by Sellers, its Affiliates or its representatives, arising out of, resulting from or relating to: (a) Any breach of any of the representations or warranties made by Purchaser in this Agreement; (b) Any failure by Purchaser to perform any of its covenants or agreements contained in this Agreement; or (c) The Assumed Liabilities and any Liabilities arising from Purchaser's ownership and control of the Assets, the Business and the Systems after the Closing Date; provided, however that no such indemnity shall be available to Sellers for Losses that relate to any circumstance, act or omission constituting a breach of any representation or warranty by Purchaser or failure of Purchaser to comply with any of their covenants or agreements hereunder if Sellers had knowledge of such circumstance, act, omission or failure at Closing, in which event Purchaser have no obligation with respect thereto. Notwithstanding any provision contained in this Agreement to the contrary, Sellers, Centennial or Purchaser shall not be liable under Section 12.2 or 12.3, respectively, until, and the managers, members, stockholders, directors, officers, agents and employees of each of them (the “Seller Indemnified Parties”) for claims brought against the Seller Indemnified Parties thereafter only to the extent that they are found extent, the aggregate amount of its respective indemnification obligations pursuant to result from the sole negligence of this Section 12 exceeds on an aggregate basis $750,000, and then in such case Sellers and Purchaser, its governing bodyas the case may be, or its employees. This indemnification shall not will be construed to be an indemnification liable only for the actsexcess over $750,000 up to the amount stated in the next succeeding sentence. Notwithstanding anything contained in this Agreement to the contrary, or omissions the maximum aggregate liability of third parties, independent contractors or third party agents of the Purchaser. This indemnification shall not be construed as a waiver of Purchaser’s sovereign immunity, and Sellers under Section 12.2 shall be interpreted as limited to only such traditional liabilities for which Purchaser could be liable under the common law interpreting the limited waiver of sovereign immunity. An action may not be instituted on a claim against Purchaser unless the claimant presents the claim in writing to Purchaser’s risk manager within three (3) years after such claim accrues or Purchaser’s risk manager denies the claim in writing. For purposes of this paragraph, the requirements of notice to Purchaser’s risk manager $12,500,000 and denial of the claim are conditions precedent to maintaining an action but shall not be deemed to be elements of the cause of action and shall not affect the date on which the cause of action accrues. Notwithstanding any other provisions of this paragraph, the value of this indemnification is limited to the maximum sum aggregate liability of Two Hundred Thousand Dollars ($200,000) as the result of all claims and judgments arising out of the same incident or occurrence, not to exceed the sum of One Hundred Thousand Dollars ($100,000) for any claim or judgment or portions thereof. In addition, this indemnification Purchaser under Section 12.3 shall be construed to limit recovery by the indemnified party against Purchaser to only those damages caused by Purchaser’s sole negligence, and shall specifically exclude any attorney’s fees or costs associated therewith$12,500,000.

Purchaser’s Indemnity. During the Indemnification Period (or thereafter solely with respect to any claim for which indemnification has been made prior to expiration of the Indemnification Period), Purchaser hereby agrees to shall indemnify Seller and hold harmless Sellers, its Affiliates and its affiliates representatives from and principalsagainst any and all Losses incurred or suffered by Sellers, its Affiliates or its representatives, arising out of, resulting from or relating to: (a) Any breach of any of the representations or warranties made by Purchaser in this Agreement; (b) Any failure by Purchaser to perform any of its covenants or agreements contained in this Agreement; or (c) The Assumed Liabilities and any Liabilities arising from Purchaser's ownership and control of the Assets, the Business and the Systems after the Closing Date; provided, however that no such indemnity shall be available to Sellers for Losses that relate to any circumstance, act or omission constituting a breach of any representation or warranty by Purchaser or failure of Purchaser to comply with any of their covenants or agreements hereunder if Sellers had knowledge of such circumstance, act, omission or failure at Closing, in which event Purchaser have no obligation with respect thereto. Notwithstanding any provision contained in this Agreement to the contrary, Sellers, Centennial or Purchaser shall not be liable under Section 12.2 or 12.3, respectively, until, and the managers, members, stockholders, directors, officers, agents and employees of each of them (the “Seller Indemnified Parties”) for claims brought against the Seller Indemnified Parties thereafter only to the extent that they are found extent, the aggregate amount of its respective indemnification obligations pursuant to result from the sole negligence of this Section 12 exceeds on an aggregate basis $750,000, and then in such case Sellers and Purchaser, its governing bodyas the case may be, or its employees. This indemnification shall not will be construed to be an indemnification liable only for the actsexcess over $750,000 up to the amount stated in the next succeeding sentence. Notwithstanding anything contained in this 21 22 Agreement to the contrary, or omissions the maximum aggregate liability of third parties, independent contractors or third party agents of the Purchaser. This indemnification shall not be construed as a waiver of Purchaser’s sovereign immunity, and Sellers under Section 12.2 shall be interpreted as limited to only such traditional liabilities for which Purchaser could be liable under the common law interpreting the limited waiver of sovereign immunity. An action may not be instituted on a claim against Purchaser unless the claimant presents the claim in writing to Purchaser’s risk manager within three (3) years after such claim accrues or Purchaser’s risk manager denies the claim in writing. For purposes of this paragraph, the requirements of notice to Purchaser’s risk manager $12,500,000 and denial of the claim are conditions precedent to maintaining an action but shall not be deemed to be elements of the cause of action and shall not affect the date on which the cause of action accrues. Notwithstanding any other provisions of this paragraph, the value of this indemnification is limited to the maximum sum aggregate liability of Two Hundred Thousand Dollars ($200,000) as the result of all claims and judgments arising out of the same incident or occurrence, not to exceed the sum of One Hundred Thousand Dollars ($100,000) for any claim or judgment or portions thereof. In addition, this indemnification Purchaser under Section 12.3 shall be construed to limit recovery by the indemnified party against Purchaser to only those damages caused by Purchaser’s sole negligence, and shall specifically exclude any attorney’s fees or costs associated therewith$12,500,000.