General Indemnification Rules. The obligations of the Indemnifying Party to indemnify the Indemnified Party in respect of Claims shall also be subject to the following:
(1) Any Claim arising as a result of a breach of a representation or warranty shall be made not later than the date on which, pursuant to Sections 3.2(43) and 3.4, such representation and warranty terminated;
(2) The Indemnifying Party’s obligation to indemnify the Indemnified Party shall only apply to the extent that the Claims in respect of which the Indemnifying Party has given an indemnity, in the aggregate, exceed $50,000 (and shall only apply in respect of such excess); provided, however, that in no event shall an Indemnifying Party be liable for any Claims in excess of $1,500,000 in the aggregate. Notwithstanding the foregoing, this limitation of liability shall not apply where a claim is the result of fraud or a fraudulent misrepresentation;
(3) If any Third Party Claim is of a nature such that the Indemnified Party is required by applicable Law to make a payment to any person (a “Third Party”) with respect to such Third Party Claim before the completion of settlement negotiations or related legal proceedings, the Indemnified Party may make such payment and the Indemnifying Party shall, forthwith after demand by the Indemnified Party, reimburse the Indemnified Party for any such payment. If the amount of any liability of the Indemnified Party under the Third Party Claim in respect of which such a payment was made, as finally determined, is less than the amount which was paid by the Indemnifying Party to the Indemnified Party, the Indemnified Party shall, forthwith after receipt of the difference from the Third Party, pay the amount of such difference to the Indemnifying Party;
(4) Except in the circumstance contemplated by Section 7.5(5), and whether or not the Indemnifying Party assumes control of the negotiation, settlement or defence of any Third Party Claim, the Indemnified Party shall not negotiate, settle, compromise or pay any Third Party Claim except with the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld);
(5) The Indemnified Party shall not permit any right of appeal in respect of any Third Party Claim to terminate without giving the Indemnifying Party notice and an opportunity to contest such Third Party Claim;
(6) The Indemnified Party and the Indemnifying Party shall cooperate fully with each other with respect to Third Party Claims and shall keep ea...
General Indemnification Rules. The obligations of the Parties in respect of indemnification shall include the following:
(i) neither Party shall negotiate, settle or compromise any non-monetary element of any Third Party Claim except with the prior written consent of the other Party (which consent shall not be unreasonably withheld);
(ii) the obligations of an Indemnifying Party to indemnify an Indemnified Party in respect of Indemnification Claims are subject to the Indemnified Party not permitting any right of appeal in respect of any Third Party Claim to terminate without giving the Indemnifying Party notice and an opportunity to contest such Third Party Claim;
(iii) the Indemnified Party and the Indemnifying Party shall cooperate with each other with respect to Third Party Claims and shall keep each other advised with respect thereto. (including supplying copies of all relevant documentation promptly as it becomes available); and
(iv) the Indemnifying Party shall not settle any Third Party Claim or conduct any related legal or administrative proceeding in a manner which would, in the reasonable opinion of the Indemnified Party, have a material adverse impact on the Indemnified Party.
General Indemnification Rules. The obligations of the Indemnifying Party to indemnify the Indemnified Party in respect of Claims shall also be subject to the following:
(1) Any Claim arising as a result of a breach of a representation or warranty shall be made not later than the date on which, pursuant to Article 4, such representation and warranty terminated;
(2) The obligation to indemnify set forth in Sections 9.1, 9.2, 9.3, 9.4 and 9.5 shall be applicable only after an Indemnified Party shall have reasonably accumulated Indemnifiable Damages in an amount in excess of $50,000 in the aggregate. Once the amount of such Indemnifiable Damages reasonably exceeds $50,000, in the aggregate, the obligation to indemnify shall apply with respect to all such Indemnifiable Damages including those Indemnifiable Damages reasonably calculated to reach the amount of $50,000; and
(3) The Indemnified Party and the Indemnifying Party shall cooperate fully with each other with respect to Third Party Claims and shall keep each other fully advised with respect thereto (including supplying copies of all relevant documentation promptly as it becomes available).
General Indemnification Rules. The obligations of the Indemnifying Party to indemnify the Indemnified Party in respect of Claims shall also be subject to the following:
(1) Any Claim arising as a result of a breach of a representation or warranty shall be made not later than the date on which, pursuant to Section 3.4, such representation or warranty terminated;
(2) The Indemnifying Party’s obligation to indemnify the Indemnified Party shall only apply to the extent that the Claims in respect of which the Indemnifying Party has given an indemnity, in the aggregate, exceed $[**](35) (and shall only apply in respect of such excess); provided, however, that in no event shall an Indemnifying Party be liable for any Claims in excess of $[**](36). Notwithstanding the foregoing, this limitation of liability shall not apply where a claim is the result of fraud or a fraudulent misrepresentation;
General Indemnification Rules. The obligations of the Indemnifying Party to indemnify the Indemnified Party in respect of Indemnification Claims shall also be subject to the following:
(1) Any Indemnification Claim arising as a result of a misrepresentation or incorrectness in or breach of a representation or warranty shall be made not later than the date on which, pursuant to Sections 3.3 and 3.4, such representation and warranty terminated;
(2) The Indemnifying Party’s obligation to indemnify the Indemnified Party shall only apply upon the Indemnified Party having incurred Losses exceeding, in the aggregate, $50,000 (the “Deductible”) and such obligation to indemnify shall only apply to the amount of such Losses exceeding the Deductible (only the Losses in excess of $50,000); provided, however, that (i) indemnification with respect to the representations and warranties set forth in Sections 3.1(1) to 3.1(7) inclusive, 3.1(19) and 3.2
(1) to 3.2(3) inclusive; (ii) indemnification based upon or arising out of fraud, fraud in the inducement, willful misconduct, fraudulent misrepresentation or intentional misrepresentation; and (iii) indemnification based on Sections 6.1(b) and 6.2(a), shall not be subject to the Deductible (and the Indemnified Party shall be entitled to claim the full amount of all such Losses). Notwithstanding anything to the contrary in the Agreement, the aggregate Liability of an Indemnifying Party to the Indemnified Party under this Article 8 shall be limited to $4,200,000 (the “Cap”); provided, however, that (i) indemnification with respect to the representations and warranties set forth in Sections 3.1(1) to 3.1(7) inclusive, 3.1(19) and 3.2
(1) to 3.2(3) inclusive, indemnification based upon or arising out of fraud, fraud in the inducement, willful misconduct, fraudulent misrepresentation or intentional misrepresentation, indemnification based on Sections 6.1(b) and 6.2(a) shall not be subject to the Cap and shall, therefore, be excluded when determining if the Cap has been exceeded.
(3) If any Third Party Claim is of a nature such that the Indemnified Party is required by applicable Law to make a payment to any person (a “Third Party”) with respect to such Third Party Claim before the completion of settlement negotiations or related legal proceedings, the Indemnified Party may make such payment and the Indemnifying Party shall, forthwith after demand by the Indemnified Party, reimburse the Indemnified Party for any such payment. If the amount of any liability of ...
General Indemnification Rules. The obligations of the Indemnifier to indemnify the Indemnified Party in respect of any Loss shall also be subject to the principles set forth in this Section 6.4.
General Indemnification Rules. The obligations of the Indemnifying Party to indemnify the Indemnified Party in respect of Claims shall also be subject to the following:
(1) without limiting the generality of Sections 9.01, 9.02 and 9.03, any Claim for breach of any representation, warranty, covenant or other obligation under this Agreement, the VTB Loan, the General Security Agreement, the Escrow Agreement and the Securities Pledge Agreement, as the case may be, shall be subject to the foregoing:
(i) if the Claim relates to any breach of any representation or warranty made by the Purchaser, Seller and/or each entity in the CannMart Group, other than a breach specified in the remainder of this Section 8.06, within 24 months after the Closing Date;
(ii) if the Claim relates to any breach of any covenant made by, or obligation of, the Purchaser, Seller and/or each entity in the CannMart Group, other than a breach specified in the remainder of this Section 8.06, until such time as the VTB Loan has been paid in full;
(iii) if the Claim relates to any breach of the Fundamental Representations or if the Claim is made under Section 9.02 (2) to (7), for the longest period permitted by applicable Law; and
(iv) if the Claim relates to any breach of the representations and warranties made in Section 5.03 (32) Tax , or if the Indemnity Claim is made under Section 9.02(3) on or before 90 days after the last day upon which any of the relevant Governmental Authorities is entitled to assess or reassess each entity in the CannMart Group (or to raise Claims against the Purchaser or any entity in the CannMart Group relating to that assessment or reassessment) with respect to any Tax for any taxation year or stub period ending on or before the Closing Date, having regard to any entitlement of a Governmental Authority to assess or reassess in the event of fraud or fraudulent misrepresentation or wilful default.
(2) Notwithstanding anything to the contrary contained herein, any Claim relating to the non- payment of any outstanding amount due by the Purchaser under and in accordance with the terms of the VTB Loan, the breach of any of the post-closing covenants of the Purchaser contained in the VTB Loan or the triggering of an event of default under the VTB Loan shall be satisfied first pursuant to the terms of the Securities Pledge Agreement, the Escrow Agreement, the VTB Loan and the General Security Agreement.
(3) The notice periods set out in Section 9.06(1) will not apply to a Claim based on fraud or wilf...
General Indemnification Rules. The obligations of the Indemnifying Party to indemnify the Indemnified Party in respect of Indemnification Claims shall also be subject to the following:
(1) Any Indemnification Claim based on Section 8.1(2) or 8.2(2) shall be made not later than the date on which, pursuant to Sections 3.3 and 3.4, such representation and warranty terminated.
(2) Any Indemnification Claim based on a breach or failure of the Vendor to perform or fulfil any covenants or obligations pursuant to Section 8.1(3) shall be made not later than 18 months following the date on which such covenant or obligation is performed, fulfilled or terminated.
(3) Any Indemnification Claim based on Sections 8.1(4), 8.1(5) and 8.1(7) shall be made not later than 54 months following the Closing Date.
(4) Any Indemnification Claim based on Sections 8.1(6) and 8.1(7) shall be made not later than 18 months following the Closing Date.
(5) The Indemnifying Party’s obligation to indemnify the Indemnified Party shall only apply once the Indemnified Party has incurred Losses exceeding, in the aggregate, $150,000 (the “Deductible”) (and shall only apply in respect of such excess); provided, however, that (i) indemnification with respect to any individual Loss in excess of $150,000, (ii) indemnification with respect to the representations and warranties set forth in Sections 3.1(1) through 3.1(7) inclusive, 3.1(19), 3.1(37), 3.1(38) and 3.2(3), (iii) indemnification based upon or arising out of fraud, fraud in the inducement, wilful misconduct, fraudulent misrepresentation or intentional misrepresentation, and (iv) indemnification based on Sections 8.1(1) and 8.2(1), 8.2(3) shall not be subject to the Deductible (and the Indemnified Party shall be entitled to claim the full amount of all such Losses). Notwithstanding anything to the contrary in the Agreement, the aggregate Liability of an Indemnifying Party to the Indemnified Party under this Article 8 shall be limited to 40% of the amount of the Purchase Price, as finally determined pursuant to Article 2 (the “Cap”); provided, however, that (i) indemnification with respect to the representations and warranties set forth in Sections 3.1(1), through 3.1(7) inclusive, 3.1(19), 3.1(37), 3.1(38) and 3.2(3), indemnification based upon or arising out of fraud, fraud in the inducement, wilful misconduct, fraudulent misrepresentation or intentional misrepresentation, indemnification based on Sections 8.1(1), 8.2(1) and 8.2(3) shall not be subject to the Cap. For gr...
