Common use of Vendor Indemnification Clause in Contracts

Vendor Indemnification. From and after the Closing Date and whether or not disclosed in the Data Room: (a) Vendor shall indemnify and save harmless Purchaser and shall pay to Purchaser on demand, the amount of any and all Losses attributable to any inaccuracy in, or breach of, a representation and warranty made in Sections 6.1(11), 6.2(22) and 6.2(27) (insofar as Section 6.2(27) relates to Tax matters) and the corresponding representation and warranty made in the Closing Certificate; and (b) Vendor shall indemnify and save harmless Purchaser for all Taxes payable by the Target Entities (or that would be payable but for any deduction, credit or application of any non-capital loss or other Tax attribute in relation to such Target Entity otherwise available) and for all Losses in connection therewith for all Pre-Closing Periods except to the extent those Taxes have been accounted for in the Closing Financial Statements and taken into account in determining the Purchase Price as adjusted hereunder, or would not otherwise be payable but for a Pre-Acquisition Reorganization or a Bump Transaction. For the purposes of this Section, “Losses” include Losses suffered or incurred by the Target Entities.