Agency for Non-Parties. Each Party hereby accepts each indemnity in favour of each of its Indemnified Parties who are not Parties as agent and trustee of that Indemnified Party. Each Party may enforce an indemnity in favour of any of that Party’s Indemnified Parties on behalf of each such Indemnified Party.
Agency for Non-Parties. Notwithstanding Section 13.7, the Purchaser hereby accepts each indemnity in favour of each Purchaser Indemnified Party who is not a party to this Agreement as agent and trustee of that Indemnified Party. The Purchaser may enforce an indemnity in favour of any Purchaser Indemnified Party on behalf of such Purchaser Indemnified Party.
Agency for Non-Parties. Notwithstanding Section 6.20 of the Canadian Asset Purchase Agreement, Section 7.19 of the U.S. Asset Purchase Agreement and Section 9.9 of the Share Purchase Agreement, each Party hereby accepts each indemnity in favour of each of its Indemnified Parties who are not Parties as agent and trustee of that Indemnified Party. Each Party may enforce an indemnity in favour of any of that Party’s Indemnified Parties on behalf of each such Indemnified Party.
Agency for Non-Parties. Each party hereby accepts each indemnity in favour of its indemnified persons who are not parties as agent and trustee for and on their behalf. A party may enforce an indemnity in favour of any of that party's indemnified persons on behalf of each such person. Interest ●26 Setoff The Purchaser has the right to satisfy any amount from time to time owing by it to the Vendor by way of set-off against any amount from time to time owing by the Vendor to the Purchaser, including any amount owing to the Purchaser pursuant to the Vendor’s indemnification obligations pursuant to this Agreement. Materiality27 Subject to the provisions of Sections 1.1 through 1.18, in the case of a Claim under Section 1.2 for a breach by the Vendor of a representation or warranty that is qualified by materiality [or Material Adverse Effect], the Purchaser will be entitled to claim the full amount of the Loss resulting from such breach without regard to the materiality [or Material Adverse Effect] qualifier. However, for certainty, the determination of whether there has been a breach under Section 1.2 of a representation or warranty that is qualified by materiality [or Material Adverse Effect] must be made having regard to the materiality [or Material Adverse Effect] qualifier. 1 As the Vendor will more likely be subject to claims for indemnification than the Purchaser, the Vendor will want to exclude claims for loss of profits. 2 Cross refer to any additional agreements to be delivered at or prior to Closing contemplated by Article ● (Conditions).
Agency for Non-Parties. Notwithstanding Section 9.14, each Party hereby accepts each indemnity in favour of each of its Indemnified Parties who are not Parties as agent and trustee of that Indemnified Party. Each Party may enforce an indemnity in favour of any of that Party’s Indemnified Parties on behalf of each such Indemnified Party. For greater certainty, Purchaser Holdco shall be entitled to enforce an indemnity in favour of any of the Purchaser’s Indemnified Parties on behalf of such Purchaser’s Indemnified Parties.
Agency for Non-Parties. To the extent necessary to give effect to the provisions of this Agreement, each Party hereby accepts each indemnity in favour of its indemnified Persons who are not Parties as agent and trustee for and on their behalf. An Indemnitee Representative may enforce an indemnity in favour of any of that Indemnitee Representative’s indemnified Persons on behalf of each such Person.
Agency for Non-Parties. The Purchaser and the Vendor hereby accept each indemnity in favour of each of the Purchaser’s Indemnified Parties or the Vendor’s Indemnified Parties, as applicable, who are not Parties, as agent and trustee of that Purchaser’s Indemnified Party or Vendor’s Indemnified Party, as the case may be. The Purchaser and the Vendor, as applicable, may enforce an indemnity in favour of any of the Purchaser’s Indemnified Parties or the Vendor’s Indemnified Parties, as applicable, on behalf of each such Purchaser’s Indemnified Party or Vendor’s Indemnified Party.
Agency for Non-Parties. The Purchaser hereby accepts each indemnity in favour of the Purchaser Indemnified Persons who are not Parties as agent and trustee for and on their behalf. The Purchaser may enforce an indemnity in favour of any of the Purchaser Indemnified Persons on behalf of each such Person.
