Indemnification in Favour of the Vendor Sample Clauses

Indemnification in Favour of the Vendor. The Purchaser shall indemnify and save the Vendor and its shareholders, directors, officers, employees, agents and representatives harmless of and from, and shall pay for, any Damages suffered by, imposed upon or asserted against it or any of them as a result of, in respect of, connected with, or arising out of, under or pursuant to: (a) any breach or inaccuracy of any representation or warranty given by the Purchaser contained in this Agreement; and (b) any failure of the Purchaser to perform or fulfil any of its covenants or obligations under this Agreement.

Indemnification in Favour of the Vendor. The Purchaser shall indemnify and save the Vendors and their respective shareholders, directors, officers, trustees, employees, agents and representatives (collectively, the “Vendor Indemnified Persons”) harmless of and from any Damages suffered by, imposed upon or asserted against any of the Vendor Indemnified Persons as a result of, in respect of, connected with, or arising out of, under or pursuant to: (a) any failure of the Purchaser to perform or fulfil any covenant of the Purchaser under this Agreement; and (b) any breach or inaccuracy of any representation or warranty given by the Purchaser contained in this Agreement.

Indemnification in Favour of the Vendor. Subject to Sections 11.4 and 11.5, the Purchaser shall, from and after the Closing, indemnify and save the Vendor harmless of and from any Damages actually suffered or incurred by the Vendor pursuant to: (a) any failure of the Purchaser to perform or fulfil any of its covenants under this Agreement; and (b) any failure of any Purchaser Core Representation to be accurate.

Indemnification in Favour of the Vendor. The Purchaser shall indemnify and save each of the Vendor harmless of and from any Claim or Loss suffered by, imposed upon or asserted against the Vendor as a result of, in respect of, connected with or arising out of, under or pursuant to: (a) any failure by the Purchaser to perform and fulfill any covenant of the Purchaser under this Agreement or any Ancillary Agreement; or (b) subject to the limitation period set forth in Section 8.01 hereof, any breach or inaccuracy of any representation or warranty given by the Purchaser or any document delivered pursuant hereto contained in this Agreement or in any Ancillary Agreement.

Indemnification in Favour of the Vendor. Subject to Section 9.5, the Purchaser will indemnify and save the Vendor and its shareholders, directors, officers, employees, agents and representatives harmless of and from, and will pay for, any Damages suffered by, imposed upon or asserted against it or any of them as a result of, in respect of, connected with, or arising out of, under or pursuant to: (a) any breach or inaccuracy of any representation or warranty given by the Purchaser contained in this Agreement, any Ancillary Agreement or the certificate to be delivered pursuant to Section 6.3(a); (b) any failure of the Purchaser to perform or fulfil any of its covenants or obligations under this Agreement or any Ancillary Agreement; or (c) any breach of the Lease after the Closing, unless the Purchaser delivers to the Vendor a release in favour of the Vendor (and its agents) from the landlord.

Indemnification in Favour of the Vendor. Subject to Section 6.4, the Purchaser shall indemnify and save each of the Vendor and its shareholders, directors, officers, employees, agents and representatives (in respect of whom the Vendor hereby acts as agent and trustee with respect thereto) harmless of and from any Claim or Loss suffered by, imposed upon or asserted against the Vendor as a result of, in respect of, connected with or arising out of, under or pursuant to: (a) any failure by the Purchaser to perform and fulfil any covenant of the Purchaser under this Agreement or any Ancillary Agreement; (b) subject to the limitation period set forth in Section 6.1 hereof, any breach or inaccuracy of any representation or warranty given by the Purchaser contained in this Agreement or in any Ancillary Agreement up to a maximum sum of $2,000,000; and (c) subject to Section 7.11 hereof, the performance guarantee provided by the Vendor in connection with the Talara License Contract, provided that the Vendor fully and completely complies with Section 7.11 herein at all times following Closing. In the event the Purchaser sells or otherwise transfers its controlling interest in the Talara License Contract, such guarantee of the Vendor or its successors shall continue and the Purchaser and the Purchaser's transferee shall indemnify the Vendor and its successors as provided for herein.

Indemnification in Favour of the Vendor. Subject to the provisions of this Article 7, the Purchaser shall indemnify and save the Vendor and its officers, directors, Employees and shareholders harmless of and from, and shall pay for, any Losses suffered by, imposed upon or asserted against it or any of them as a result of, in respect of, connected with, or arising out of, under or pursuant to: (a) any inaccuracy in or breach of any of the Purchaser Fundamental Representations, as set out in this Agreement or in any certificate or instrument delivered by or on behalf of the Purchaser under this Agreement; and (b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by the Purchaser under this Agreement.

Indemnification in Favour of the Vendor. ‌ (1) The Purchaser and the Purchaser Parent shall jointly and severally indemnify and save the Vendor and its shareholders, directors, officers, employees, agents and representatives harmless of and from, and shall pay for, any Damages suffered by, imposed upon or asserted against it or any of them as a result of, in respect of, connected with, or arising out of, under or pursuant to: (a) any breach or inaccuracy of any representation or warranty given by the Purchaser or Purchaser Parent contained in this Agreement or any Ancillary Agreement; (b) any failure of the Purchaser or Purchaser Parent to perform or fulfil any of its covenants or obligations under this Agreement or any Ancillary Agreement;‌ (c) the assumption by the Purchaser of the Assumed Liabilities; and (d) any claim, including for termination and severance benefit or accrued that any Transferred Employee may make in respect of any action, matter or event which occurs in the period following the Closing Date; and (e) the ownership of the Purchased Assets and the operation of the Purchased Business at any time following the Closing Date (including [Competitively sensitive information redacted.]) save and except to the extent that the Vendor or the Vendor Parent is required to have indemnified the Purchaser in respect of the subject matter of any such claim pursuant to Section 9.2.‌

Indemnification in Favour of the Vendor. Subject to Section 5.3, the Purchaser shall indemnify and save the Vendor harmless of and from any Damages suffered by, imposed upon or asserted against the Vendor as a result of, in respect of, connected with, or arising out of, under or pursuant to: (a) Any failure of the Purchaser to perform or fulfil any covenant of the Purchaser under this Agreement; and (b) Any breach or inaccuracy of any representation or warranty given by the Purchaser contained in this Agreement.