Common use of Indemnification Against Third-Party Claims Clause in Contracts

Indemnification Against Third-Party Claims. In the case of third party claims arising out of an act or omission of Tenant or an agent, servant or employee of Tenant (a "Tenant Fault Claim") and not out of an act or omission of Landlord or an agent, servant or employee of Landlord (a "Landlord Fault Claim"), Tenant shall be responsible for the Tort Indemnity of Landlord. In the event of a Landlord Fault Claim, Landlord shall be responsible for the Tort Indemnity of Tenant. In the event of claims which are both Tenant Fault Claims and Landlord Fault Claims, Tenant shall be responsible for the claim to the extent of the limit of public liability insurance coverage required to be maintained by Tenant under paragraph 8.01(a). Landlord shall then be responsible to the extent of the limit of Landlord's public liability insurance coverage, and thereafter each party shall be responsible for the claim in the proportion such party's fault bears to the total fault of Landlord and Tenant. Each party shall be responsible for the Tort Indemnity of the other party for the portion of the claim which is the responsibility of the party owing the Tort Indemnity. Tort Indemnity shall mean that the party responsible for the indemnification shall provide the legal defense of the claim (counsel being subject to the approval of the indemnified party, approval not to be unreasonably withheld) and the indemnifying party shall be responsible to pay the amount of the claim (subject to the right to defend it) up to the limits of the indemnifications set forth in this paragraph, above, except that in the case of claims which are both Tenant Fault Claims and Landlord Fault Claims, each party shall be responsible for such party's own costs of legal defense. Tort Indemnity shall not be owed to the extent that the party owing the indemnification has been prejudiced by any failure of the party seeking the indemnification to give Notice to the other party within a reasonable time after said party becomes aware of a claim in which the other party may owe an indemnity obligation under this paragraph.

Indemnification Against Third-Party Claims. In (a) Promptly upon receipt by any of the case Purchaser Indemnified Persons or the Vendor Indemnified Persons (in this Section referred to as the "INDEMNITEE") of a notice of any third party claims arising out of an act or omission of Tenant or an agent, servant or employee of Tenant Claim (a "Tenant Fault ClaimTHIRD PARTY CLAIM") in respect of which the Indemnitee proposes to demand indemnification from the Purchaser or Vendor Parties (in this Section referred to as the "INDEMNITOR") pursuant to the provisions hereof, the Indemnitee shall give written notice to that effect to the Indemnitor with reasonable promptness. (b) The Indemnitor shall have the right by written notice to the Indemnitee not later than 30 days after giving of the notice described in subsection 6.4(a) to assume the control of the defence, compromise or settlement of the Third Party Claim, provided that such assumption shall, by its terms, be without cost to the Indemnitee and shall not out limit in any way the Indemnitee's right to indemnification pursuant to the provisions hereof. (c) Upon the assumption of an control by the Indemnitor as aforesaid, the Indemnitor shall, at its expense, diligently proceed with the defence, compromise or settlement of the Third Party Claim at Indemnitor's sole expense, including retention of counsel reasonably satisfactory to the Indemnitee and, in connection therewith, the Indemnitee shall co-operate fully, but at the sole expense of the Indemnitor, to make available to the Indemnitor all pertinent information and witnesses under the Indemnitee's control, make such assignments and take such other steps as in the opinion of counsel for the Indemnitor are necessary to enable the Indemnitor to conduct such defence, provided always that the Indemnitee shall be entitled to reasonable security from the Indemnitor for any expense, costs or other liabilities to which it may be or may become exposed by reason of such co-operation. (d) The final determination of any such Third Party Claim, including all related costs, attorneys' fees and expenses, shall be binding and conclusive upon the Indemnitor and the Indemnitee as to the validity or invalidity, as the case may be, of such Third Party Claim against the Indemnitor hereunder. Notwithstanding any provision of this Section 6.4, the Indemnitor may not consent to any settlement of a Third Party Claim if the terms of such settlement require the Indemnitee to act or omission refrain from acting, without the prior written consent of Landlord or an agent, servant or employee of Landlord the Indemnitee. (a "Landlord Fault Claim"e) Should the Indemnitor fail to give notice to the Indemnitee as provided in subsection 6.4(b), Tenant the Indemnitee shall be responsible for entitled to make such settlement of the Tort Indemnity Third Party Claim as in its sole discretion may appear advisable, and such settlement or any other final determination of Landlord. In the event of a Landlord Fault Claim, Landlord Third Party Claim shall be responsible for binding upon the Tort Indemnity of Tenant. In the event of claims which are both Tenant Fault Claims and Landlord Fault Claims, Tenant shall be responsible for the claim to the extent of the limit of public liability insurance coverage required to be maintained by Tenant under paragraph 8.01(a). Landlord shall then be responsible to the extent of the limit of Landlord's public liability insurance coverage, and thereafter each party shall be responsible for the claim in the proportion such party's fault bears to the total fault of Landlord and Tenant. Each party shall be responsible for the Tort Indemnity of the other party for the portion of the claim which is the responsibility of the party owing the Tort Indemnity. Tort Indemnity shall mean that the party responsible for the indemnification shall provide the legal defense of the claim (counsel being subject to the approval of the indemnified party, approval not to be unreasonably withheld) and the indemnifying party shall be responsible to pay the amount of the claim (subject to the right to defend it) up to the limits of the indemnifications set forth in this paragraph, above, except that in the case of claims which are both Tenant Fault Claims and Landlord Fault Claims, each party shall be responsible for such party's own costs of legal defense. Tort Indemnity shall not be owed to the extent that the party owing the indemnification has been prejudiced by any failure of the party seeking the indemnification to give Notice to the other party within a reasonable time after said party becomes aware of a claim in which the other party may owe an indemnity obligation under this paragraphIndemnitor.

Indemnification Against Third-Party Claims. In the case (a) If any of CEI and Asia Sixth, or their respective Affiliates or assigns (in this instance an “Indemnitee”) receives notice of any proceeding commenced in connection with a third party claims arising out of an act or omission of Tenant or an agent, servant or employee of Tenant claim (a "Tenant Fault “Third Party Claim"”) and not out of an act or omission of Landlord or an agent, servant or employee of Landlord for which the Indemnitee proposes to demand indemnification from any other Party (a "Landlord Fault Claim"the “Indemnitor”), Tenant the Indemnitee shall be responsible for the Tort Indemnity of Landlord. In the event of a Landlord Fault Claim, Landlord shall be responsible for the Tort Indemnity of Tenant. In the event of claims which are both Tenant Fault Claims and Landlord Fault Claims, Tenant shall be responsible for the claim promptly provide notice to the extent Indemnitor; provided that failure to notify the Indemnitor of its obligations will not relieve the limit Indemnitor of public any liability insurance coverage required to be maintained by Tenant under paragraph 8.01(a). Landlord shall then be responsible it may have to the extent of the limit of Landlord's public liability insurance coverage, and thereafter each party shall be responsible for the claim in the proportion such party's fault bears to the total fault of Landlord and Tenant. Each party shall be responsible for the Tort Indemnity of the other party for the portion of the claim which is the responsibility of the party owing the Tort Indemnity. Tort Indemnity shall mean that the party responsible for the indemnification shall provide the legal defense of the claim (counsel being subject to the approval of the indemnified party, approval not to be unreasonably withheld) and the indemnifying party shall be responsible to pay the amount of the claim (subject to the right to defend it) up to the limits of the indemnifications set forth in this paragraph, above, Indemnitee except that in the case of claims which are both Tenant Fault Claims and Landlord Fault Claims, each party shall be responsible for such party's own costs of legal defense. Tort Indemnity shall not be owed to the extent that the party owing the indemnification has been defence or such action is prejudiced by any the Indemnitee’s failure to give such notice. (b) The Indemnitor shall have the right, by notice to the Indemnitee given not later than thirty (30) days after receipt of the party seeking notice described above, to assume control of the indemnification defence, compromise or settlement of the Third Party Claim, provided that: (i) such assumption shall, by its terms, be without cost to the Indemnitee; (ii) such assumption shall include an acknowledgement from the Indemnitor that it is liable to the Indemnitee for the full amount of the Third Party Claim; and (iii) the Indemnitor shall, from time to time, at the Indemnitee’s request, give security against any costs or other liabilities to which the Indemnitee may be or become exposed. (c) Upon the assumption of control by the Indemnitor, the Indemnitor shall diligently proceed with the defence, compromise or settlement of the Third Party Claim at the Indemnitor’s sole expense, including the retaining of counsel reasonably satisfactory to the Indemnitee. The Indemnitee shall co-operate fully, but at the expense of the Indemnitor, and will make available to the Indemnitor all relevant information and witnesses under the Indemnitee’s control and make such assignments and take such other steps as are, in the opinion of counsel for the Indemnitor, necessary to enable the Indemnitor to conduct such defence, provided always that (i) no admission of fault shall be made by or on behalf of an Indemnitee without the written consent of the Indemnitee, and (ii) the Indemnitee shall not be obliged to take any measures which, in the reasonable opinion of the Indemnitee’s legal counsel, could be prejudicial or unfavourable to the Indemnitee. (d) The final determination of any Third Party Claim will be binding and conclusive upon the Parties as to the validity or invalidity, as the case may be, of such Third Party Claim against the Indemnitor. (e) Should the Indemnitor fail to give Notice notice to the Indemnitee as provided in this Section, the Indemnitee may assume control of the defence, compromise or settlement of the Third Party Claim as in its sole discretion may appear advisable, and shall be entitled to retain counsel as in its sole discretion may appear advisable, the whole at the Indemnitor’s sole expense, and any settlement or other party within a reasonable time after said party becomes aware final determination of a claim in which the other party may owe Third Party Claim shall be binding upon the Indemnitor, subject to the right of the Indemnitor to dispute that an indemnity obligation under indemnification is required pursuant to this paragraphAgreement.

Indemnification Against Third-Party Claims. In (a) Promptly upon receipt by any of the Buyer Indemnified Persons or the Shareholder Indemnified Persons (in this Section referred to as the "INDEMNITEE") of a notice of any Third Party Claim in respect of which the Indemnitee proposes to demand indemnification from the Buyer or the Shareholder (in this Section referred to as the "INDEMNITOR") pursuant to the provisions hereof, the Indemnitee shall give written notice to that effect to the Indemnitor with reasonable promptness. (b) The Indemnitor shall have the right by written notice to the Indemnitee not later than 30 days after giving of the notice described in Section 7.4 to assume the control of the defence, compromise or settlement of the Third Party Claim, provided that such assumption shall, by its terms, be without cost to the Indemnitee and shall not limit in any way the Indemnitee's right to indemnification pursuant to the provisions hereof. (c) Upon the assumption of control by the Indemnitor as aforesaid, the Indemnitor shall, at its expense, diligently proceed with the defence, compromise or settlement of the Third Party Claim at Indemnitor's sole expense, including retention of counsel reasonably satisfactory to the Indemnitee and, in connection therewith, the Indemnitee shall co-operate fully, but at the sole expense of the Indemnitor, to make available to the Indemnitor all pertinent information and witnesses under the Indemnitee's control, make such assignments and take such other steps as in the opinion of counsel for the Indemnitor are necessary to enable the Indemnitor to conduct such defence, provided always that the Indemnitee shall be entitled to reasonable security from the Indemnitor for any expense, costs or other liabilities to which it may be or may become exposed by reason of such co-operation. (d) The final determination of any such Third Party Claim, including all related costs, attorneys' fees and expenses, shall be binding and conclusive upon the Indemnitor and the Indemnitee as to the validity or invalidity, as the case may be, of third party claims arising out such Third Party Claim against the Indemnitor hereunder. Notwithstanding any provision of an this Section 7.4, the Indemnitor may not consent to any settlement of a Third Party Claim if the terms of such settlement require the Indemnitee to act or omission refrain from acting, without the prior written consent of Tenant or an agentthe Indemnitee. (e) Should the Indemnitor fail to give notice to the Indemnitee as provided in Section 7.4, servant or employee of Tenant (a "Tenant Fault Claim") and not out of an act or omission of Landlord or an agent, servant or employee of Landlord (a "Landlord Fault Claim"), Tenant the Indemnitee shall be responsible for entitled to make such settlement of the Tort Indemnity Third Party Claim as in its sole discretion may appear advisable, and such settlement or any other final determination of Landlord. In the event of a Landlord Fault Claim, Landlord Third Party Claim shall be responsible for binding upon the Tort Indemnity of Tenant. In the event of claims which are both Tenant Fault Claims and Landlord Fault Claims, Tenant shall be responsible for the claim to the extent of the limit of public liability insurance coverage required to be maintained by Tenant under paragraph 8.01(a). Landlord shall then be responsible to the extent of the limit of Landlord's public liability insurance coverage, and thereafter each party shall be responsible for the claim in the proportion such party's fault bears to the total fault of Landlord and Tenant. Each party shall be responsible for the Tort Indemnity of the other party for the portion of the claim which is the responsibility of the party owing the Tort Indemnity. Tort Indemnity shall mean that the party responsible for the indemnification shall provide the legal defense of the claim (counsel being subject to the approval of the indemnified party, approval not to be unreasonably withheld) and the indemnifying party shall be responsible to pay the amount of the claim (subject to the right to defend it) up to the limits of the indemnifications set forth in this paragraph, above, except that in the case of claims which are both Tenant Fault Claims and Landlord Fault Claims, each party shall be responsible for such party's own costs of legal defense. Tort Indemnity shall not be owed to the extent that the party owing the indemnification has been prejudiced by any failure of the party seeking the indemnification to give Notice to the other party within a reasonable time after said party becomes aware of a claim in which the other party may owe an indemnity obligation under this paragraphIndemnitor.

Indemnification Against Third-Party Claims. In 7.4.1 Promptly upon receipt by any of the case SGF Sante Indemnified Persons or the Corporation Indemnified Persons (in this section referred to as the "Indemnitee") of third party claims arising out notice of an act any demand or omission statement: (a) by or on behalf of Tenant any Person or an agententity other than SGF Sante or the Corporation; and (b) which, servant if maintained or employee enforced, will or might result in any Claim of Tenant the nature described in sections 7.2 or 7.3, (a "Tenant Fault Third-Party Claim") in respect of which the Indemnitee proposes to demand indemnification from SGF Sante or the Corporation and Draxis Health, as the case may be, (in this section referred to as the "Indemnitor") pursuant to the provisions hereof, the Indemnitee shall give written notice to that effect to the Indemnitor with reasonable promptness. 7.4.2 The Indemnitor shall have the right by written notice to the Indemnitee within 30 days of the giving of the notice described in subsection 7.4.1 to assume the control of the defence, compromise or settlement of the Third-Party Claim, without cost to the Indemnitee and without limiting in any way the Indemnitee's right to indemnification pursuant to the provisions hereof. 7.4.3 Upon the assumption of control by the Indemnitor as aforesaid, the Indemnitor shall diligently proceed with the defence, compromise or settlement of the Third- Party Claim at Indemnitor's sole expense, including retention of counsel reasonably satisfactory to the Indemnitee. The Indemnitee shall cooperate fully, but at the sole expense of the Indemnitor, in making available to the Indemnitor all pertinent information and witnesses under the Indemnitee's control and in taking such other steps as in the reasonable opinion of counsel for the Indemnitor are necessary to enable the Indemnitor to conduct such defence. The Indemnitee shall be entitled to reasonable security from the Indemnitor for any expense, costs or other liabilities to which it may be or may become exposed by reason of such cooperation. 7.4.4 The final determination of any such Third-Party Claim, including all related costs and expenses, shall be binding and conclusive upon the parties hereto, as to the validity or invalidity, as the case may be, of such Third-Party Claim against the Indemnitor hereunder. Notwithstanding any provision of this section 7.4, the Indemnitor may not out consent to any settlement of an a Third-Party Claim if the terms of such settlement require the Indemnitee to act or omission refrain from acting, without the prior written consent of Landlord or an agentthe Indemnitee. 7.4.5 Should the Indemnitor fail to give notice to the Indemnitee as provided in subsection 7.4.2, servant or employee of Landlord (a "Landlord Fault Claim"), Tenant the Indemnitee shall be responsible for entitled to make such settlement of the Tort Indemnity Third-Party Claim as in its sole discretion may appear advisable, and such settlement or any other final determination of Landlord. In the event of a Landlord Fault Claim, Landlord Third-Party Claim shall be responsible for binding upon the Tort Indemnity of Tenant. In the event of claims which are both Tenant Fault Claims and Landlord Fault Claims, Tenant shall be responsible for the claim to the extent of the limit of public liability insurance coverage required to be maintained by Tenant under paragraph 8.01(a). Landlord shall then be responsible to the extent of the limit of Landlord's public liability insurance coverage, and thereafter each party shall be responsible for the claim in the proportion such party's fault bears to the total fault of Landlord and Tenant. Each party shall be responsible for the Tort Indemnity of the other party for the portion of the claim which is the responsibility of the party owing the Tort Indemnity. Tort Indemnity shall mean that the party responsible for the indemnification shall provide the legal defense of the claim (counsel being subject to the approval of the indemnified party, approval not to be unreasonably withheld) and the indemnifying party shall be responsible to pay the amount of the claim (subject to the right to defend it) up to the limits of the indemnifications set forth in this paragraph, above, except that in the case of claims which are both Tenant Fault Claims and Landlord Fault Claims, each party shall be responsible for such party's own costs of legal defense. Tort Indemnity shall not be owed to the extent that the party owing the indemnification has been prejudiced by any failure of the party seeking the indemnification to give Notice to the other party within a reasonable time after said party becomes aware of a claim in which the other party may owe an indemnity obligation under this paragraphIndemnitor.

Indemnification Against Third-Party Claims. In the case of third party claims against Landlord arising out of an act or omission of Tenant or an agent, servant or employee of Tenant (a "“Tenant Fault Claim"”) and not out of an act or omission of Landlord or an agent, servant or employee of Landlord (a "“Landlord Fault Claim"”), Tenant shall be responsible for the Tort Indemnity of Landlord. In the event of a Landlord Fault Claim, Landlord shall be responsible for the Tort Indemnity of Tenant. In the event of claims which are both Tenant Fault Claims and Landlord Fault Claims, Tenant shall be responsible for the claim to the extent of the limit of public liability insurance coverage required to be maintained by Tenant under paragraph 8.01(a). , Landlord shall then be responsible to the extent of the limit of Landlord's ’s public liability insurance coverage, and thereafter each party shall be responsible for the claim in the proportion such party's ’s fault bears to the total fault of Landlord and Tenant. Each party shall be responsible for the Tort Indemnity of the other party for the portion of the claim which is the responsibility of the party owing the Tort Indemnity. “Tort Indemnity Indemnity” shall mean that the party responsible for the indemnification shall provide the legal defense of the claim (counsel being subject to the approval of the indemnified party, approval not to be unreasonably withheld) and the indemnifying party shall be responsible to pay the amount of the claim (subject to the right to defend it) up to the limits of the indemnifications set forth in this paragraph, above, except that in the case of claims which are both Tenant Fault Claims and Landlord Fault Claims, each party shall be responsible for such party's ’s own costs of legal defense. Tort Indemnity shall not be owed to the extent that the party owing the indemnification has been prejudiced by any failure of the party seeking the indemnification to give Notice to the other party within a reasonable time after said party becomes aware of a claim in which the other party may owe an indemnity obligation under this paragraph. In addition, Landlord agrees to protect, defend, indemnify and hold harmless Tenant, and its authorized representatives, from all claims, costs (including attorneys’ and experts’ fees), expenses, and liabilities (i) arising from and out of any occurrence in the common areas of the Building, or Project; or (ii) resulting from the acts or omissions of Landlord, its authorized representatives, contractors, licensees and invitees; or (iii) arising from and out of any breach of Landlord’s representations, warranties or covenants under this Lease. Landlord’s obligations under this paragraph shall survive the expiration or earlier termination of this Lease.

Indemnification Against Third-Party Claims. In 8.5.1 Promptly upon receipt by a Party (herein referred to as the case of third party claims arising out of an act or omission of Tenant or an agent, servant or employee of Tenant (a "Tenant Fault ClaimIndemnitee") and not out of an act or omission a notice of Landlord or an agent, servant or employee any Third Party Claim in respect of Landlord which the Indemnitee proposes to demand indemnification from the other Party (a the "Landlord Fault ClaimIndemnitor"), Tenant the Indemnitee shall be responsible for give a reasonably detailed notice to that effect together with all relevant supporting documents to the Tort Indemnity Indemnitor with reasonable promptness; provided, however, that failure to give or delay in giving such notice shall not relieve the Indemnitor of Landlord. In the event of a Landlord Fault Claim, Landlord shall be responsible for the Tort Indemnity of Tenant. In the event of claims which are both Tenant Fault Claims its obligations hereunder except and Landlord Fault Claims, Tenant shall be responsible for the claim solely to the extent of the limit of public liability insurance coverage required to be maintained by Tenant under paragraph 8.01(a). Landlord shall then be responsible any prejudice caused to the extent Indemnitor by such failure or delay. 8.5.2 The Indemnitor shall have the right, by notice to the Indemnitee not later than ten (10) days after receipt of the limit notice described in Subsection 8.4.1, to assume the control of Landlordthe defense, compromise or settlement of the Third Party Claim, provided that: 8.5.2.1 such assumption shall, by its terms, be without cost to the Indemnitee; and 8.5.2.2 the Indemnitor shall at the Indemnitee's public liability insurance coveragerequest furnish it with reasonable security against any costs or other liabilities to which it may be or become exposed by reason of such defense, compromise or settlement. 8.5.3 Upon the assumption of control by the Indemnitor as aforesaid, the Indemnitor shall, at its expense, diligently proceed with the defense, compromise or settlement of the Third Party Claim at the Indemnitor's sole expense, including employment of counsel reasonably satisfactory to the Indemnitee and, in connection therewith, the Indemnitee shall co-operate fully, but at the expense of the Indemnitor, to make available to the Indemnitor all pertinent information and witnesses under the Indemnitee's control, make such assignments and take such other steps as in the opinion of counsel for the Indemnitor are necessary to enable the Indemnitor to conduct such defense, provided always that the Indemnitee (i) shall be entitled to reasonable security from the Indemnitor for any expense, costs or other liabilities to which it may be or may become exposed by reason of such co-operation, and thereafter each party (ii) shall not be obliged to take any measures which, in the opinion of the Indemnitee's legal counsel, could be prejudicial or unfavorable to the Indemnitee. 8.5.4 The final determination of any such Third Party Claim, including all related costs and expenses, will be binding and conclusive upon the Parties hereto and upon the Corporation as to the validity or invalidity, as the case may be, of such Third Party Claim against the Indemnitor hereunder. 8.5.5 Should the Indemnitor fail to give notice to the Indemnitee as provided in Subsection 8.4.2, the Indemnitee shall be responsible for entitled to make such settlement of the claim Third Party Claim as in its sole discretion may appear advisable, and such settlement or any other final determination of the proportion such party's fault bears to the total fault of Landlord and Tenant. Each party Third Party Claim shall be responsible for binding upon the Tort Indemnity of the other party for the portion of the claim which is the responsibility of the party owing the Tort Indemnity. Tort Indemnity shall mean that the party responsible for the indemnification shall provide the legal defense of the claim (counsel being subject to the approval of the indemnified partyIndemnitor, approval not to be unreasonably withheld) and the indemnifying party shall be responsible to pay the amount of the claim (subject to the right to defend it) up to the limits of the indemnifications set forth Indemnitor to dispute in this paragraph, above, except accordance with Section 11.10 herewith that in the case of claims which are both Tenant Fault Claims and Landlord Fault Claims, each party shall be responsible for such party's own costs of legal defense. Tort Indemnity shall not be owed an indemnification is due pursuant to the extent that the party owing the indemnification has been prejudiced by any failure of the party seeking the indemnification to give Notice to the other party within a reasonable time after said party becomes aware of a claim in which the other party may owe an indemnity obligation under this paragraphSection 8.2 or Section 8.3.

Indemnification Against Third-Party Claims. In the case of third party claims arising out of an act or omission of Tenant or an agent, servant or employee of Tenant (a "Tenant Fault Claim") and not out of an act or omission of Landlord or an agent, servant or employee of Landlord (a "Landlord Fault Claim"), Tenant shall be responsible for the Tort Indemnity of Landlord. In the event of a Landlord Fault Claim, Landlord shall be responsible for the Tort Indemnity of Tenant. In the event of claims which are both Tenant Fault Claims and Landlord Fault Claims, Tenant shall be responsible for the claim to the extent of the limit of public liability insurance coverage required to be maintained by Tenant under paragraph 8.01(a). Landlord shall then be responsible to the extent of the limit of Landlord's public liability insurance coverage, and thereafter Claims each party shall be responsible for the claim in the proportion such party's fault bears to the total fault of Landlord and Tenant. Each party shall be responsible for the Tort Indemnity of the other party for the portion of the claim which is the responsibility of the party owing the Tort Indemnity. Tort Indemnity shall mean that the party responsible for the indemnification shall provide the legal defense of the claim (counsel being subject to the approval of the indemnified party, approval not to be unreasonably withheld) and the indemnifying party shall be responsible to pay the amount of the claim (subject to the right to defend it) up to the limits of the indemnifications indemnification's set forth in this paragraph, above, except that in the case of claims which are both Tenant Fault Claims and Landlord Fault Claims, each party shall be responsible for such party's own costs of legal defense. Tort Indemnity shall not be owed to the extent that the party owing the indemnification has been prejudiced by any failure of the party seeking the indemnification to give Notice to the other party within a reasonable time after said party becomes aware of a claim in which the other party may owe an indemnity obligation under this paragraph.

Indemnification Against Third-Party Claims. In the case of third party claims arising out of an act or omission of Tenant or an agent, servant or employee of Tenant (a "Tenant Fault Claim") and not out of an act or omission of Landlord or an agent, servant or employee of Landlord (a "Landlord Fault Claim"), Tenant shall be responsible for the Tort Indemnity of Landlord. In the event of a Landlord Fault Claim, Landlord shall be responsible for the Tort Indemnity of Tenant. In the event of claims which are both Tenant Fault Claims and Landlord Fault Claims, Tenant shall be responsible for the claim to the extent of the limit of public liability insurance coverage required to be maintained by Tenant under paragraph 8.01(a). Landlord shall then be responsible to the extent of the limit of Landlord's public liability insurance coverage, and thereafter each Claims Each party shall be responsible for the claim in the proportion such party's fault bears to the total fault of Landlord and Tenant. Each party shall be responsible for the Tort Indemnity of the other party for the portion of the claim which is the responsibility of the party owing the Tort Indemnity. Tort Indemnity shall mean that the party responsible for the indemnification shall provide the legal defense of the claim (counsel being subject to the approval of the indemnified party, approval not to be unreasonably withheld) and the indemnifying party shall be responsible to pay the amount of the claim (subject to the right to defend it) up to the limits of the indemnifications indemnification's set forth in this paragraph, above, except that in the case of claims which are both Tenant Fault Claims and Landlord Fault Claims, each party shall be responsible for such party's own costs of legal defense. Tort Indemnity shall not be owed to the extent that the party owing the indemnification has been prejudiced by any failure of the party seeking the indemnification to give Notice to the other party within a reasonable time after said party becomes aware of a claim in which the other party may owe an indemnity obligation under this paragraph.. PAGE 16

Indemnification Against Third-Party Claims. In (a) If GoldQuest and the GoldQuest Entities on the one hand, and GoldQuest on the other hand, as the case may be (each an “Indemnitee”) receives notice of any proceeding commenced in connection with a third party claims arising out of an act or omission of Tenant or an agent, servant or employee of Tenant claim (a "Tenant Fault “Third Party Claim"”) and not out of an act or omission of Landlord or an agent, servant or employee of Landlord for which the Indemnitee proposes to demand indemnification from a Party (a "Landlord Fault Claim"the “Indemnitor”), Tenant the Indemnitee shall be responsible for the Tort Indemnity of Landlord. In the event of a Landlord Fault Claim, Landlord shall be responsible for the Tort Indemnity of Tenant. In the event of claims which are both Tenant Fault Claims and Landlord Fault Claims, Tenant shall be responsible for the claim promptly provide notice to the extent Indemnitor; provided that failure to notify the Indemnitor of its obligations will not relieve the limit Indemnitor of public any liability insurance coverage required to be maintained by Tenant under paragraph 8.01(a). Landlord shall then be responsible it may have to the extent of the limit of Landlord's public liability insurance coverage, and thereafter each party shall be responsible for the claim in the proportion such party's fault bears to the total fault of Landlord and Tenant. Each party shall be responsible for the Tort Indemnity of the other party for the portion of the claim which is the responsibility of the party owing the Tort Indemnity. Tort Indemnity shall mean that the party responsible for the indemnification shall provide the legal defense of the claim (counsel being subject to the approval of the indemnified party, approval not to be unreasonably withheld) and the indemnifying party shall be responsible to pay the amount of the claim (subject to the right to defend it) up to the limits of the indemnifications set forth in this paragraph, above, Indemnitee except that in the case of claims which are both Tenant Fault Claims and Landlord Fault Claims, each party shall be responsible for such party's own costs of legal defense. Tort Indemnity shall not be owed to the extent that the party owing the indemnification has been defence or such action is prejudiced by any the Indemnitee’s failure to give such notice. (b) The Indemnitor shall have the right, by notice to the Indemnitee given not later than thirty (30) days after receipt of the party seeking notice described above, to assume control of the indemnification defence, compromise or settlement of the Third Party Claim, provided that: (i) such assumption shall, by its terms, be without cost to the Indemnitee; (ii) such assumption shall include an acknowledgement from the Indemnitor that it is liable to the Indemnitee for the full amount of the Third Party Claim; and (iii) the Indemnitor shall, from time to time, at the Indemnitee’s request, give security against any costs or other liabilities to which the Indemnitee may be or become exposed. (c) Upon the assumption of control by the Indemnitor, the Indemnitor shall diligently proceed with the defence, compromise or settlement of the Third Party Claim at the Indemnitor’s sole expense, including the retaining of counsel reasonably satisfactory to the Indemnitee. The Indemnitee shall co-operate fully, but at the expense of the Indemnitor, and will make available to the Indemnitor all relevant information and witnesses under the Indemnitee’s control and make such assignments and take such other steps as are, in the opinion of counsel for the Indemnitor, necessary to enable the Indemnitor to conduct such defence, provided always that (i) no admission of fault shall be made by or on behalf of an Indemnitee without the written consent of the Indemnitee, and (ii) the Indemnitee shall not be obliged to take any measures which, in the reasonable opinion of the Indemnitee’s legal counsel, could be prejudicial or unfavourable to the Indemnitee. (d) The final determination of any Third Party Claim, will be binding and conclusive upon the Parties as to the validity or invalidity, as the case may be, of such Third Party Claim against the Indemnitor. (e) Should the Indemnitor fail to give Notice notice to the Indemnitee as provided in this Section, the Indemnitee may assume control of the defence, compromise or settlement of the Third Party Claim as in its sole discretion may appear advisable, and shall be entitled to retain counsel as in its sole discretion may appear advisable, the whole at the Indemnitor’s sole expense, and any settlement or other party within a reasonable time after said party becomes aware final determination of a claim in which the other party may owe Third Party Claim shall be binding upon the Indemnitor, subject to the right of the Indemnitor to dispute that an indemnity obligation under indemnification is required pursuant to this paragraphAgreement.

Indemnification Against Third-Party Claims. In (a) Promptly upon receipt by any of the Buyer Indemnified Persons or the Shareholder Indemnified Persons (in this Section referred to as the "INDEMNITEE") of a notice of any Third Party Claim in respect of which the Indemnitee proposes to demand indemnification from the Buyer or the Shareholder (in this Section referred to as the "INDEMNITOR") pursuant to the provisions hereof, the Indemnitee shall give written notice to that effect to the Indemnitor with reasonable promptness. (b) The Indemnitor shall have the right by written notice to the Indemnitee not later than 30 days after giving of the notice described in Section 7.4 to assume the control of the defence, compromise or settlement of the Third Party Claim, provided that such assumption shall, by its terms, be without cost to the Indemnitee and shall not limit in any way the Indemnitee's right to indemnification pursuant to the provisions hereof. (c) Upon the assumption of control by the Indemnitor as aforesaid, the Indemnitor shall, at its expense, diligently proceed with the defence, compromise or settlement of the Third Party Claim at Indemnitor's sole expense, including retention of counsel reasonably satisfactory to the Indemnitee and, in connection therewith, the Indemnitee shall co-operate fully, but at the sole expense of the Indemnitor, to make available to the Indemnitor all pertinent information and witnesses under the Indemnitee's control, make such assignments and take such other steps as in the opinion of counsel for the Indemnitor are necessary to enable the Indemnitor to conduct such defence, provided always that the Indemnitee shall be entitled to reasonable security from the Indemnitor for any expense, costs or other liabilities to which it may be or may become exposed by reason of such co-operation. (d) The final determination of any such Third Party Claim, including all related costs, attorneys' fees and expenses, shall be binding and conclusive upon the Indemnitor and the Indemnitee as to the validity or invalidity, as the case may be, of third party claims arising out such Third Party Claim against the Indemnitor hereunder. Notwithstanding any provision of an this Section 7.4, the Indemnitor may not consent to any settlement of a Third Party Claim if the terms of such settlement require the Indemnitee to act or omission of Tenant or an agentrefrain from acting, servant or employee of Tenant (a "Tenant Fault Claim") and not out of an act or omission of Landlord or an agent, servant or employee of Landlord (a "Landlord Fault Claim"), Tenant shall be responsible for without the Tort Indemnity of Landlord. In the event of a Landlord Fault Claim, Landlord shall be responsible for the Tort Indemnity of Tenant. In the event of claims which are both Tenant Fault Claims and Landlord Fault Claims, Tenant shall be responsible for the claim to the extent prior written consent of the limit of public liability insurance coverage required to be maintained by Tenant under paragraph 8.01(a). Landlord shall then be responsible to the extent of the limit of Landlord's public liability insurance coverage, and thereafter each party shall be responsible for the claim in the proportion such party's fault bears to the total fault of Landlord and Tenant. Each party shall be responsible for the Tort Indemnity of the other party for the portion of the claim which is the responsibility of the party owing the Tort Indemnity. Tort Indemnity shall mean that the party responsible for the indemnification shall provide the legal defense of the claim (counsel being subject to the approval of the indemnified party, approval not to be unreasonably withheld) and the indemnifying party shall be responsible to pay the amount of the claim (subject to the right to defend it) up to the limits of the indemnifications set forth in this paragraph, above, except that in the case of claims which are both Tenant Fault Claims and Landlord Fault Claims, each party shall be responsible for such party's own costs of legal defense. Tort Indemnity shall not be owed to the extent that the party owing the indemnification has been prejudiced by any failure of the party seeking the indemnification to give Notice to the other party within a reasonable time after said party becomes aware of a claim in which the other party may owe an indemnity obligation under this paragraphIndemnitee.

Indemnification Against Third-Party Claims. In the case of third party claims arising out of an act or omission of Tenant or an agent, servant or employee of Tenant (a "Tenant Fault Claim") and not out of an act or omission of Landlord or an agent, servant or employee of Landlord (a "Landlord Fault Claim"), Tenant shall be responsible for the Tort Indemnity of Landlord. In the event of a Landlord Fault Claim, Landlord shall be responsible for the Tort Indemnity Indemnify of Tenant. In the event of claims which are both Tenant Fault Claims and Landlord Fault Claims, Tenant shall be responsible for the claim to the extent of the limit of public liability insurance coverage required to be maintained by Tenant under paragraph 8.01(a). , Landlord shall then be responsible to the extent of the limit of Landlord's public liability insurance coverage, and thereafter each party shall be responsible for the claim in the proportion such party's fault bears to the total fault of Landlord and Tenant. Each party shall be responsible for the Tort Indemnity of the other party for the portion of the claim which is the responsibility of the party owing the Tort Indemnity. Tort Indemnity shall mean that the party responsible for the indemnification shall provide the legal defense of the claim (counsel being subject to the approval of the indemnified party, approval not to be unreasonably withheld) and the indemnifying party shall be responsible to pay the amount of the claim (subject to the right to defend it) up to the limits of the indemnifications set forth in this paragraph, above, except that in the case of claims which are both Tenant Fault Claims and Landlord Fault Claims, each party shall be responsible for such party's own costs of legal defense. Tort Indemnity shall not be owed to the extent that the party owing the indemnification has been prejudiced by any failure of the party seeking the indemnification to give Notice to the other party within a reasonable time after said party becomes aware of a claim in which the other party may owe an indemnity obligation under this paragraph.

Indemnification Against Third-Party Claims. In the case of third party claims arising out of an act or omission of Tenant or an agent, servant or employee of Tenant (a "Tenant Fault Claim") and not out of an act or omission of Landlord or an agent, servant or employee of Landlord (a "Landlord Fault Claim"), Tenant shall be responsible for the Tort Indemnity of Landlord. In the event of a Landlord Fault Claim, Landlord shall be responsible for the Tort Indemnity of Tenant. In the event of claims which are both Tenant Fault Claims and Landlord Fault Claimsclaims, Tenant shall be responsible for the claim to the extent of the limit of public liability insurance coverage required to be maintained by Tenant under paragraph 8.01(a). , Landlord shall then be responsible to the extent of the limit of Landlord's public liability insurance coverage, and thereafter each party shall be responsible for the claim in the proportion such party's fault bears to the total fault of Landlord and Tenant. Each party shall be responsible for the Tort Indemnity of the other party for the portion of the claim which is the responsibility of the party owing the Tort Indemnity. Tort Indemnity shall mean that the party responsible for the indemnification shall provide the legal defense of the claim (counsel being subject to the approval of the indemnified party, approval not to be unreasonably withheld) and the indemnifying party shall be responsible to pay the amount of the claim (subject to the right to defend it) up to the limits of the indemnifications set forth in this paragraph, above, except that in the case of claims which are both Tenant Fault Claims and Landlord Fault Claims, each party shall be responsible for such party's own costs of legal defense. Tort Indemnity shall not be owed to the extent that the party owing the indemnification has been prejudiced by any failure of the party seeking the indemnification to give Notice to the other party within a reasonable time after said party becomes aware of a claim in which the other party may owe an indemnity obligation under this paragraph.

Indemnification Against Third-Party Claims. In the case of third party claims arising out of an act or omission of Tenant or an agent, servant or employee of Tenant (a "Tenant Fault Claim") and not out of an act or omission of Landlord or an agent, servant or employee of Landlord (a "Landlord Fault Claim"), Tenant shall be responsible for the Tort Indemnity of Landlord. In the event of a Landlord Fault Claim, Landlord shall be responsible for the Tort Indemnity of Tenant (provided for the avoidance of doubt, a Landlord Fault Claim shall not include any claim or liability related to or arising out of any duty or act to be performed by the Tenant under this Lease, e.g., Tenant’s duties regarding maintenance, repair and conduct under Section 6.06 of this Lease). In the event of claims which are both Tenant Fault Claims and Landlord Fault Claims, Tenant shall be responsible for the claim to the extent of the limit of public liability insurance coverage required to be maintained by Tenant under paragraph 8.01(a). Subsection 7.01, Landlord shall then be responsible to the extent of the limit of Landlord's public liability insurance coverage, and thereafter each party shall be responsible for the claim in the proportion such party's fault bears to the total fault of Landlord and Tenant. Each party shall be responsible for the Tort Indemnity of the other party for the portion of the claim which is the responsibility of the party owing the Tort Indemnity. “Tort Indemnity Indemnity” shall mean that the party responsible for the indemnification shall provide the legal defense of the claim (counsel being subject to the approval of the indemnified party, approval not to be unreasonably withheld) and the indemnifying party shall be responsible to pay the amount of the claim (subject to the right to defend it) up to the limits of the indemnifications set forth in this paragraphSection, above, except that in the case of claims which are both Tenant Fault Claims and Landlord Fault Claims, each party shall be responsible for such party's own costs of legal defense. Tort Indemnity shall not be owed to the extent that the party owing the indemnification has been prejudiced by any failure of the party seeking the indemnification to give Notice to the other party within a reasonable time after said party becomes aware of a claim in which the other party may owe an indemnity obligation under this paragraph.Section.‌ ARTICLE VIII ASSIGNMENTS AND SUBLEASES‌‌‌