Common use of Responsibility of Vendor Clause in Contracts

Responsibility of Vendor. Provided that Closing has occurred and except as otherwise expressly provided for herein Vendor shall: (a) be liable to Purchaser for all, losses, costs, penalties, fines, court costs, reasonable legal (on a solicitor and client basis), accountant, and other professional expenses, claims or damages which Purchaser may suffer, sustain, pay or incur; and (b) indemnify and save Purchaser and its directors, officers, servants, agents, consultants and employees harmless from and against all claims, liabilities, actions, proceedings, demands, losses, costs, penalties, fines, court costs, reasonable legal (on a solicitor and client basis), accountant, and other professional expenses or damages which may be brought against or suffered by Purchaser, its directors, officers, servants, agents or employees or which they may sustain, pay or incur; as a direct result of any matter or thing arising out of, resulting from, attributable to or connected with a breach of any of the representations, warranties or covenants made by Vendor in Clause 8.1 except any claims, liabilities, actions, proceedings, demands, losses, costs, penalties, fines, court costs, reasonable legal (on a solicitor and client basis), accountant, and other professional expenses or damages to the extent that the same either are contributed to or caused by the gross negligence or wilful misconduct of Purchaser, its directors, officers, servants, agents, employees or assigns; are attributable to or connected with a breach of Vendor's representations and warranties contained in Clause 8.1 that has been waived by Purchaser; or are caused by a breach of any of the representations, warranties or covenants made by Purchaser in Clause 9.1

Responsibility of Vendor. ‌ Provided that Closing has occurred and except as otherwise expressly provided for herein Vendor shall: (a) be liable to Purchaser for all, losses, costs, penalties, fines, court costs, reasonable legal (on a solicitor and client basis), accountant, and other professional expenses, claims or damages which Purchaser may suffer, sustain, pay or incur; and (b) indemnify and save Purchaser and its directors, officers, servants, agents, consultants and employees harmless from and against all claims, liabilities, actions, proceedings, demands, losses, costs, penalties, fines, court costs, reasonable legal (on a solicitor and client basis), accountant, and other professional expenses or damages which may be brought against or suffered by Purchaser, its directors, officers, servants, agents or employees or which they may sustain, pay or incur; as a direct result of any matter or thing arising out of, resulting from, attributable to or connected with a breach of any of the representations, warranties or covenants made by Vendor in Clause 8.1 except any claims, liabilities, actions, proceedings, demands, losses, costs, penalties, fines, court costs, reasonable legal (on a solicitor and client basis), accountant, and other professional expenses or damages to the extent that the same either are contributed to or caused by the gross negligence or wilful misconduct of Purchaser, its directors, officers, servants, agents, employees or assigns; are attributable to or connected with a breach of Vendor's representations and warranties contained in Clause 8.1 that has been waived by Purchaser; or are caused by a breach of any of the representations, warranties or covenants made by Purchaser in Clause 9.1