Common use of Indemnification by the Vendor Clause in Contracts

Indemnification by the Vendor. The Vendor agrees to indemnify and save harmless the Purchaser on an after-tax basis and its shareholders, directors, officers, employees and agents from and against all Losses suffered or incurred by the Purchaser or to which the Purchaser may otherwise become subject (regardless of whether or not such damages relate to any third-party claim) from and after the Closing Date as a result of or arising directly or indirectly out of or in connection with: (a) any breach by the Vendor of, or any inaccuracy with respect to any of the representations and warranties of the Vendor set out in this Agreement or any of the corresponding representations and warranties set out in the certificates to be delivered by the Vendor pursuant to section 9.1 (provided that the indemnity provided for in this section 12.1(a) shall not apply in the case of a breach or inaccuracy of any representation or warranty unless the Indemnified Party shall have provided notice to the Indemnifying Party in accordance with this Article 12 on or prior to the expiration of such representation and warranty as provided in section 6.2(c)); (b) any breach or non-performance by the Vendor of any covenants to be performed by the Vendor under this Agreement or under any agreement, instrument, certificate or other document delivered pursuant thereto; (c) any suit, action, litigation, investigation, claim, complaint, grievance or proceeding involving the Vendor or the ISIS Business, including, without limitation, any Losses or Claims arising out of the actions, suits and proceedings described in Schedule 4.7; (d) any liability to any party arising out of the ownership of the Purchased Assets or the operation of the ISIS Division prior to the Closing Date other than the Assumed Liabilities; and (e) the Retained Liabilities, provided, however, that the Vendor shall have no obligation to make any payment under section 12.1(a) with respect to any representation or warranty unless the aggregate amount to which the Purchaser is entitled by reason of all such Claims exceeds $10,000, it being agreed that once such amount is exceeded, the aggregate of all such Claims shall be payable by the Vendor on demand by the Purchaser.

Indemnification by the Vendor. (a) The Vendor agrees to indemnify indemnify, save and save hold harmless the Purchaser on an after-tax basis and its shareholders, directors, officers, employees respective Affiliates and agents Representatives from and against all Losses suffered or incurred by the Purchaser or to which the Purchaser may otherwise become subject (regardless of whether or not such damages relate to any third-party claim) from and after the Closing Date as a result of or arising directly or indirectly out of or in connection with: (a) any breach by the Vendor of, or any inaccuracy with respect to any of the representations and warranties of the Vendor set out in this Agreement or any of the corresponding representations and warranties set out in the certificates to be delivered by the Vendor pursuant to section 9.1 (provided that the indemnity provided for in this section 12.1(a) shall not apply in the case of a breach or inaccuracy of any representation or warranty unless the Indemnified Party shall have provided notice to the Indemnifying Party in accordance with this Article 12 on or prior to the expiration of such representation and warranty as provided in section 6.2(c)); (bi) any breach or non-performance by the Vendor of any covenants covenant or agreement to be performed by the Vendor under which is contained in this Agreement or under in any agreement, instrument, certificate or other document delivered pursuant theretohereto; (cii) any suit, action, litigation, investigation, claim, complaint, grievance breach of any representation or proceeding involving warranty of the Vendor or the ISIS Business, including, without limitation, any Losses or Claims arising out of the actions, suits and proceedings described which is contained in Schedule 4.7this Agreement; (diii) any liability to any party arising out of the Retained Claims; (iv) excluding any and all Environmental and Decommissioning Liabilities, the Vendor's ownership of the Purchased Assets or the and operation of the ISIS Division Business and the Assets, as applicable, prior to and including the Closing Date other than any liability whatsoever with respect to any severance obligations relating to Accepting Employees, subject to Section 7.5(c), and except to the Assumed Liabilitiesextent caused by the gross negligence or wilful misconduct of the Purchaser; and (ev) any liabilities, debts and obligations of the Vendor arising as a result of the Vendor's ownership and operation of the Business prior to and including the Closing Date not forming part of the Environmental and Decommissioning Liabilities, except to the extent caused by the gross negligence or wilful misconduct of the Purchaser, provided that the aggregate obligations of the Vendor under this Section 11.1 with respect to such Losses shall not exceed [Redacted]% of the Purchase Price and in the event of payment shall be considered an adjustment to the Purchase Price for tax purposes, provided that any claim by the Purchaser in relation to the above indemnified matters must, at a minimum be in respect of actual damages, costs, expenses, liabilities, claims, demands, actions, proceedings, orders, fines, or penalties brought against or suffered by the Purchaser greater than $[Redacted] as the minimum threshold for the Purchaser to exercise its indemnity rights granted by the Vendor pursuant to this Section 11.1. Notwithstanding the foregoing, the Parties agree that the minimum threshold for the Purchaser to exercise its indemnity rights pursuant to this Section 11.1 shall not apply with respect to claims for indemnification arising out of, relating to, resulting from or in connection with (a) the Vendor's payment of Taxes pursuant to Section 3.5(a), (b) the Vendor's payment of any severance obligations relating to Accepting Employees pursuant to Section 7.5(c), (c) the Retained LiabilitiesClaims, provided, however, that and (d) the Vendor Vendor's payment of any payout obligations relating to the Equipment Leases pursuant to Section 7.8. (b) The Holdback shall have no obligation be available as a nonexclusive source to make any payment under section 12.1(a) with respect to any representation or warranty unless the aggregate amount to which compensate the Purchaser is entitled by reason of all such Claims exceeds $10,000for any claims under this Section 11.1, it being agreed for any Post-Closing Adjustments including the Asset Retirement Obligation & Liability amount or any other amounts that once such amount is exceeded, the aggregate of all such Claims shall may be payable otherwise owing by the Vendor on demand to the Purchaser under this Agreement. (c) The Vendor's Counsel shall not release any amounts from the Holdback that are subject to outstanding notice(s) of claim delivered to the Vendor prior to the date that is 90 days after the Closing Date (the "Holdback Release Date"), which amounts shall be held by Vendor's Counsel until such claims are resolved and the PurchaserParties deliver a joint direction to the Vendor's Counsel in respect of the release of the Holdback. The release of the Holdback shall not limit the ability of any Party to continue to make indemnification claims.

Indemnification by the Vendor. (a) The Vendor agrees to shall indemnify and save harmless the Purchaser on an after-tax basis and Purchaser, its shareholders, directors, officers, agents, employees and agents shareholders (collectively referred to as the “Purchaser Indemnified Parties”), from and against all Losses suffered or incurred by the Purchaser or to which the Purchaser may otherwise become subject (regardless of Losses, whether or not such damages relate arising due to any third-third party claim) from and after Claims, which may be made or brought against the Closing Date Purchaser Indemnified Parties, or which they may suffer or incur, directly or indirectly, as a result of or arising directly or indirectly out of or in connection withwith or relating to: (ai) any non-fulfilment or breach by of any covenant or agreement on the Vendor of, or any inaccuracy with respect to any of the representations and warranties part of the Vendor set out contained in this Agreement or in any certificate furnished by or on behalf of the Vendor pursuant to this Agreement; (ii) any misrepresentation or any incorrectness in or breach of any representation or warranty of the Vendor contained in this Agreement or in any certificate furnished by or on behalf of the Vendor pursuant to this Agreement (including, for certainty, the Company Disclosure); (iii) any liability for Vendor Taxes which has not been provided for in the Closing Working Capital; and (iv) the matters disclosed in Section 11.1(a)(iv) of the Vendor Disclosure Letter. (b) The obligations of the Vendor under Section 11.1(a) shall be subject to the following limitations: (i) subject to Sections 11.1(b)(ii) and 11.1(b)(iii), the obligations of the Vendor under Section 11.1(a)(ii) shall terminate on the expiry of the Indemnification Period, except with respect to bona fide Claims by Purchaser Indemnified Parties set forth in written notices given by a Purchaser Indemnified Party to the Vendor prior to such date; (ii) except with respect to bona fide Claims by Purchaser Indemnified Parties set forth in written notices given by a Purchaser Indemnified Party to the Vendor prior to the date described below, the obligations of the Vendor under Section 11.1(a)(ii) in respect of any Losses relating to or impacted by Tax matters, including any Losses arising out of Section 25 of Schedule 4.1, or under Section 11.1(a)(iii), shall terminate 90 days after the relevant Governmental Authorities shall no longer be entitled to assess or reassess liability for Taxes against the Company or any of its Subsidiaries in respect of such Tax matters; (iii) the corresponding obligations of the Vendor under Section 11.1(a) with respect to: (A) any Losses based on Section 11.1(a)(i); (B) any Losses based on any incorrectness in or breach of the representations and warranties set out in the certificates to be delivered Vendor Core Representations; and (C) any Losses based on intentional misrepresentation or fraud by a Vendor, shall terminate on the Vendor pursuant to section 9.1 date which is the last day of the ultimate limitation period (provided that the indemnity provided for in this section 12.1(a) shall not apply in the case of a breach or inaccuracy of any representation or warranty unless the Indemnified Party shall have provided notice to the Indemnifying Party in accordance with this Article 12 on or prior to the expiration of such representation and warranty as provided in section 6.2(cLimitations Act (Ontario)); (biv) for Losses based on Section 11.1(a)(ii) (other than any breach Losses relating to or non-performance impacted by Tax matters), (A) the Vendor shall not be required to pay any amount until the aggregate of any covenants to be performed by all Losses exceeds $25 million (the “Tipping Basket”) (disregarding Section 11.1(b)(iv)(B)) and upon the aggregate of all Losses exceeding $25 million, the Vendor under shall be required to pay the amount owing in respect of all such Losses including the $25 million, except that the foregoing limitation shall not apply to wilful breaches of this Agreement or under any agreement, instrument, certificate fraud or other document delivered pursuant theretobreaches of the Vendor Core Representations; (cB) after the threshold referred to in Section 11.1(b)(iv)(A) has been reached, the minimum threshold in respect of any suitindividual Claim shall be $250,000, actionand no Claim may be brought if such Claim is for an amount less than such minimum threshold, litigation, investigation, claim, complaint, grievance or proceeding involving the Vendor or the ISIS Business, including, without limitation, any Losses or Claims arising out of the actions, suits and proceedings described in Schedule 4.7; (d) any liability to any party arising out of the ownership of the Purchased Assets or the operation of the ISIS Division prior to the Closing Date other than the Assumed Liabilities; and (e) the Retained Liabilities, provided, however, that the Vendor shall have no obligation to make any payment under section 12.1(a) with respect to any representation or warranty unless the aggregate amount to which the Purchaser is entitled by reason of all such Claims exceeds $10,000, it being agreed that once such amount is exceeded2,000,000; and (C) other than in respect of wilful breaches of this Agreement or fraud or breaches of the Vendor Core Representations, the aggregate liability of all such Claims the Vendor shall not exceed $500 million. (v) for Losses based on Section 11.1(a)(ii) relating to or impacted by Tax matters, including any Losses arising out of Section 25 of Schedule 4.1, or under Section 11.1(a)(iii), (A) the minimum threshold in respect of any individual Claim shall be payable by $250,000, and no Claim may be brought if such Claim is for an amount less than such minimum threshold; and (B) other than in respect of wilful breaches of this Agreement or fraud, the aggregate liability of the Vendor shall not exceed $1,850,000,000; and (vi) in no event shall the aggregate liability of the Vendor on demand by the Purchaserindemnity contained in this Section 11.1 exceed the Purchase Price.

Indemnification by the Vendor. (a) The Vendor agrees to indemnify and save harmless hold the Purchaser on an after-tax basis harmless against and its shareholders, directors, officers, employees and agents from and against all Losses suffered or incurred by the Purchaser or to which the Purchaser may otherwise become subject (regardless of whether or not such damages relate to any third-party claim) from and after the Closing Date as a result of or arising directly or indirectly out of or in connection with: (a) any breach by the Vendor of, or any inaccuracy with respect to any of the representations and warranties of the Vendor set out in this Agreement or any of the corresponding representations and warranties set out in the certificates to be delivered by the Vendor pursuant to section 9.1 (provided that the indemnity provided for in this section 12.1(a) shall not apply in the case of a breach or inaccuracy of any representation or warranty unless the Indemnified Party shall have provided notice to the Indemnifying Party in accordance with this Article 12 on or prior to the expiration of such representation and warranty as provided in section 6.2(c)); (b) any breach or non-performance by the Vendor of any covenants to be performed by the Vendor under this Agreement or under any agreementloss, instrument, certificate or other document delivered pursuant thereto; (c) any suit, action, litigation, investigationdamage, claim, complaint, grievance cost or proceeding involving the Vendor or the ISIS Businessexpense whatsoever, including, without limitation, all reasonable legal and accounting fees (a "Loss"), which the Purchaser may incur, suffer or be required to pay, pursuant to any Losses claim, demand, action, suit, litigation, charge, complaint, prosecution or Claims other proceeding that may be made by or asserted against or affect the Purchaser (a "Purchaser's Claim"), arising out of, or in connection with, the following matters: (i) a breach by the Vendor of any of its Pre-Closing Covenants or Closing Date Representations, provided that the Purchaser gives notice to the Vendor of the actions, suits and proceedings described in Schedule 4.7discovery of any such breach within the Survival Period; (dii) any liability bulk sales or similar legislation concerning creditor's rights pertaining to any party arising out of the ownership of or relating to the Purchased Assets Assets; (iii) any and all liability of any nature whatsoever under any Workers' Compensation or similar legislation or regulation in any jurisdiction for the operation of the ISIS Division period prior to the Closing Date other than Date; (iv) all liabilities and obligations related to the Assumed Property Tax Appeal and any future appeals for taxation periods up to the Closing Date; (v) the Excluded Assets; (vi) all Excluded Liabilities; (vii) any Employee Amount; (viii) any amount payable to or in respect of any Vendor Employee for which the Vendor is responsible under Section 6.4; and (eix) save and except for the Retained LiabilitiesPermitted Encumbrances, providedany claim, howeverlien or encumbrance affecting the Vendor's title to the Purchased Assets. Notwithstanding the provisions of Section 7.2.1(a), that above, the Purchaser shall be entitled to be indemnified by the Vendor shall have no obligation to make any payment under section 12.1(a) with respect to any representation or warranty unless only in the event the aggregate amount to which the Purchaser is entitled by reason of all such Purchaser's Claims exceeds $10,000, it being agreed that once such amount is exceeded, the aggregate of all such Claims shall be payable by the Vendor on demand by the Purchaser50,000.00.

Indemnification by the Vendor. 11.2.1 The Vendor agrees agrees, subject to indemnify the other terms and save conditions of this Article 11, to indemnify, defend and hold harmless the Purchaser on an after-tax basis and its shareholders, directors, officers, employees and agents from and against all Losses suffered or incurred by the Purchaser or to which the Purchaser may otherwise become subject (regardless of whether or not such damages relate to any third-party claim) from and after the Closing Date as a result of or arising directly or indirectly out of or in connection with: (a) the inaccuracy of any representation or warranty of the Vendor contained in this Agreement, or fraud; (b) any breach by the Vendor ofof any covenants or agreement to be performed by it pursuant to this Agreement; and (c) any breach by the Vendor, or after the Closing, of any inaccuracy of the Post-Closing Obligations, including the obligation to satisfy Excluded Liabilities. 11.2.2 Notwithstanding anything to the contrary contained in this Agreement, (a) the rights of Purchaser to indemnification under this Article 11 shall constitute the sole and exclusive remedy of Purchaser for any breach by the Vendor of any provision of this Agreement, and (b) no claim may be asserted nor any action commenced against the Vendor for indemnification under Section 11.2.1 unless written notice describing in reasonable detail the facts and circumstances with respect to any the subject matter of the representations and warranties of such claim or action is received by the Vendor on or prior to the date on which the representation, warranty, covenant or agreement on which such claim or action is based ceases to survive as set out forth in this Agreement Section 11.1, regardless of whether the subject matter of such claim or any action shall have occurred before such date. 11.2.3 The indemnification obligations of the corresponding representations and warranties set out in the certificates to be delivered by the Vendor pursuant to section 9.1 Section 11.2.1(a) shall not be effective until the aggregate dollar amount of all Losses that would otherwise be indemnifiable pursuant thereto exceeds two hundred and fifty thousand dollars (provided $250,000) (the “Vendor Threshold Amount”), and then only to the extent such aggregate amount exceeds the Vendor Threshold Amount; provided, however, that the indemnity provided for in this section 12.1(a) Vendor Threshold Amount shall not apply in the case of fraud, and in the case of a claim pursuant to Section 11.2.1(a) relating to a breach or inaccuracy of any representation or warranty unless the Indemnified Party shall have provided notice to representations and warranties set forth in Sections 3.1 (Organization and Good Standing), 3.2 (Authority; Validity; Consents), 3.4 (Subsidiary), the Indemnifying Party in accordance with this Article 12 on or prior to the expiration last three (3) sentences of such representation Section 3.5 (Financial Statements) and warranty as provided in section 6.2(cSection 3.26 (Taxes));. (b) any breach or non-performance by 11.2.4 The indemnification obligations of the Vendor of any covenants pursuant to Section 11.2.1(a) shall be performed by the Vendor under this Agreement or under any agreement, instrument, certificate or other document delivered pursuant thereto; limited to an amount equal to ten percent (c10%) any suit, action, litigation, investigation, claim, complaint, grievance or proceeding involving the Vendor or the ISIS Business, including, without limitation, any Losses or Claims arising out of the actionsCash Purchase Price, suits and proceedings described in Schedule 4.7; (d) any liability no indemnification pursuant to any party arising out of the ownership of the Purchased Assets or the operation of the ISIS Division prior to the Closing Date other than the Assumed Liabilitiessuch provisions shall be payable thereafter; and (e) the Retained Liabilities, provided, however, that in the case of fraud, and in the case of a claim pursuant to Section 11.2.1(a) relating to a breach of the representations and warranties set forth in Sections 3.1 (Organization and Good Standing), 3.2 (Authority; Validity; Consents), 3.4 (Subsidiary), the last three (3) sentences of Section 3.5 (Financial Statements), 3.10 (Environmental and Health and Safety Matters), and 3.26 (Taxes), such indemnification limitation shall be an amount equal to the Cash Purchase Price. 11.2.5 For the purposes solely of determining amounts payable pursuant to this Article 11 (and not for determining whether there is a breach or inaccuracy pursuant to Section 11.2.1(a)), all representations and warranties of the Vendor shall have no obligation to make any payment under section 12.1(a) with respect to any representation or warranty unless the aggregate amount to which the Purchaser is entitled by reason of all such Claims exceeds $10,000, it being agreed that once such amount is exceeded, the aggregate of all such Claims in Article 3 shall be payable by construed as if the Vendor on demand by the Purchaserterm “material” and any reference to “Material Adverse Effect” (and variations thereof) were omitted from such representations and warranties.

Indemnification by the Vendor. The (1) In addition to any other indemnification provided by the Vendor agrees contained in this Agreement and subject to this Article 7, the Vendor shall indemnify and save harmless the Purchaser on an after-tax basis and its shareholdersand, directorsto the extent named or involved in any Third Party Claim, officers, employees and agents from and against all Losses suffered or incurred by the Purchaser or Indemnitees from, and shall pay to which the Purchaser may otherwise become subject (regardless and the Purchaser Indemnitees, on demand, the amount of whether or not such damages relate to any third-party claim) from and after the Closing Date all Losses, as a result of or arising directly or indirectly out of or in connection with: (a) : any inaccuracy of or any breach by the Vendor of, or any inaccuracy with respect to any of the representations and warranties of the Vendor set out in this Agreement or any of the corresponding representations and warranties set out in the certificates to be delivered by the Vendor pursuant to section 9.1 (provided that the indemnity provided for in this section 12.1(a) shall not apply in the case of a breach or inaccuracy of any representation or warranty unless made by the Indemnified Party shall have provided notice Vendor in this Agreement or in any contract, agreement, instrument, certificate or other document delivered pursuant to this Agreement; to the Indemnifying Party in accordance with this Article 12 on extent not performed or waived prior to the expiration of such representation and warranty as provided in section 6.2(c)); (b) Closing any breach or non-performance by the Vendor of any covenants to be performed by the Vendor under covenant or other obligation contained in this Agreement or under in any contract, agreement, instrument, certificate or other document delivered pursuant thereto; (c) any suit, action, litigation, investigation, claim, complaint, grievance or proceeding involving the Vendor or the ISIS Business, including, without limitation, any Losses or Claims arising out of the actions, suits and proceedings described in Schedule 4.7; (d) any liability to any party arising out of this Agreement; the ownership of the Purchased Assets up to the Effective Time; any breach or alleged breach of any Contract by the operation of the ISIS Division Vendor which occurred prior to the Closing Date other than or any such breach which occurs after the Assumed LiabilitiesClosing Date but arises out of a continuation of a course of conduct which commenced prior to the Closing Date; andand any Claim by any Person for brokerage or finder’s fees, commission or similar payments based on any agreement or understanding made or alleged to have been made by any such Person with the Vendor (or any Person acting on its behalf) in connection with the Transaction. (e2) Neither the Retained LiabilitiesPurchaser nor any Purchaser Indemnitee has any claim or other recourse against the Vendor, provided, however, that nor does the Vendor shall or any Vendor Indemnitee have no obligation any liability in connection with any breach of any representation, warranty or covenant of the Vendor in this Agreement or any transaction documents, which relates to make any payment under section 12.1(a) with respect to any representation actions or warranty unless matters arising during the aggregate amount to Interim Period and which the Purchaser is entitled by reason of all such Claims exceeds $10,000, it being agreed that once such amount is exceeded, the aggregate of all such Claims shall be payable breach was committed by the Vendor on demand by as a result of written instructions received from the PurchaserPurchaser (or any of its representatives).

Indemnification by the Vendor. The Vendor agrees to indemnify and indemnify, save harmless and hereby indemnifies and holds harmless the Purchaser on an after-tax basis Purchaser, its permitted assigns, and, after the Time of Closing, each of Corporations, and its shareholders, the directors, officers, employees employees, agents and agents representatives of each of the foregoing (all such persons other than the Purchaser, collectively, the “Purchaser’s Representatives”), from and against all Losses suffered or incurred by the Purchaser or to which the Purchaser may otherwise become subject (regardless of whether or not such damages relate to any third-party claim) from and after the Closing Date Purchaser’s Representatives as a result of or arising directly or indirectly out of or in connection with:with (and in the case of indemnification for matters described in Sections 10.1(b) or (c), notwithstanding any disclosure in this Agreement or in any agreement, certificate or other document delivered pursuant hereto): (a) any breach by the Vendor of, or any inaccuracy with respect to any of the representations and warranties of the Vendor set out in this Agreement or any of the corresponding representations and warranties set out in the certificates to be delivered by the Vendor pursuant to section 9.1 (provided that the indemnity provided for in this section 12.1(a) shall not apply in the case of a breach or inaccuracy of any representation or warranty unless of the Indemnified Party shall have provided notice to the Indemnifying Party Vendor contained in accordance with this Article 12 on Agreement or prior to the expiration of such representation and warranty as provided in section 6.2(c))any agreement, certificate or other document delivered pursuant hereto; (b) any breach or non-performance by the Vendor of any covenants covenant to be performed by the Vendor under him which is contained in this Agreement or under in any agreement, instrument, certificate or other document delivered pursuant theretohereto; (c) any suit, action, litigation, investigation, claim, complaint, grievance or proceeding involving except for Taxes that are accrued on the Vendor or financial books and records of the ISIS Business, including, without limitationCorporations and which are not yet due and payable, any Losses Taxes owing or Claims arising out payable by either of the actions, suits and proceedings described in Schedule 4.7Corporations for any period prior to the Time of Closing or as a result of the sale of the CDL Transferred Property not qualifying for a code section 1031 like kind transfer; (d) any liability to any party arising out of the ownership of underground storage tank formerly located on the Purchased Assets or the operation of the ISIS Division prior to the Closing Date other than the Assumed Liabilitiesproperty located at 00000 Xxxxxxxxx Xxxxxxxxx, Xxxxxxx, Xxxxxx; and (e) all claims, demands, costs and expenses, including reasonable legal fees, in respect of the Retained Liabilities, provided, however, that foregoing. The Purchaser holds the Vendor shall have no obligation to make any payment under section 12.1(a) with respect to any representation or warranty unless the aggregate amount to which the Purchaser is entitled by reason foregoing indemnity in favour of all such Claims exceeds $10,000, it being agreed that once such amount is exceeded, the aggregate of all such Claims shall be payable by the Vendor on demand by the Purchaser’s Representatives in trust and as agent for the Purchaser’s Representatives so that they, along with the Purchaser, may enjoy and be entitled to the benefit thereof.

Indemnification by the Vendor. The and the Vendor’s Guarantor Indemnification. Each of Vendor agrees to and the Vendor’s Guarantor (the “Indemnifying Person”) will jointly and severally indemnify and save hold harmless the Purchaser on an after-tax basis Purchaser, its Affiliates (including, following Completion, Main Union and its shareholders, the PRC Affiliate) and successors in title and their respective directors, officers, employees employees, agents, consultants, advisers and agents the Purchaser’s Representatives (each, an “Indemnified Person”) from and against all Losses suffered or incurred by the Purchaser or to which the Purchaser may otherwise become subject claims, suits, losses, liabilities, damages, costs, fees and expenses (regardless of including, without limitation, legal expenses), bonds, dues, assessments, fines, penalties, and taxes, whether or not such damages relate to involving a Third Party Claim (collectively, “Losses”), incurred or suffered by the Indemnified Persons or any third-party claim) from and after the Closing Date of them as a result of, arising out of or arising directly or indirectly out of or in connection with:relating to:- (a) any breach by fraud of Main Union or the PRC Affiliate prior to Completion, any fraud of the Vendor or the Vendor’s Guarantor, or any breach of, or any inaccuracy in, or failure to fully comply with respect to any of the representations and warranties of the Vendor set out Warranties herein or any representation, warranty, covenant or obligation herein or in any Basic Document or in any document, Schedule, instrument or certificate delivered pursuant to this Agreement or any of (other than the corresponding representations and warranties set out in the certificates to be delivered by the Vendor pursuant to section 9.1 (provided that the indemnity provided for in this section 12.1(a) shall not apply in the case of Shareholders’ Agreement, which contains a breach or inaccuracy of any representation or warranty unless the Indemnified Party shall have provided notice to the Indemnifying Party in accordance with this Article 12 on or prior to the expiration of such representation and warranty as provided in section 6.2(cseparate indemnity));; and (b) any breach or non-performance by the Vendor liabilities of any covenants to be performed by the Vendor under this Agreement or under any agreement, instrument, certificate or other document delivered pursuant thereto; (c) any suit, action, litigation, investigation, claim, complaint, grievance or proceeding involving the Vendor Main Union or the ISIS BusinessPRC Affiliate existing prior to Completion that are not reflected in the calculation of Main Union’s net asset value in the Audited Financial Statements, including, without limitation, certain indebtedness to Related Persons or third parties, tax liabilities, liabilities for fines with respect to construction delays in connection with the Land Grant Contract and other pre-Completion liabilities of Main Union or the PRC Affiliate as may be mutually agreed by the Parties. (c) any Losses liability or Claims loss arising out of the actions, suits Inter-Company Funding (which the Vendor and proceedings described the Vendor’s Guarantor acknowledge was not made available in Schedule 4.7;full compliance with the requirements of law) including :- (di) any liability and all Losses as may arise out of, or directly or indirectly relate to any party arising out of payments made or documents entered into between the ownership of PRC Affiliate and Grace Fabric prior to or on the Purchased Assets Completion Date including those entered into pursuant to this Agreement or the operation of the ISIS Division prior to the Closing Date other than the Assumed LiabilitiesFramework Agreement; and (eii) any and all Losses that arise from the Retained Liabilities, provided, however, that election of the Vendor shall have no obligation to make issue a Deferred Consideration Payment Notice and any payment under section 12.1(a) liability to pay Tax as a result of the extinguishment of the Inter-Company Funding required in accordance with respect to any representation or warranty unless the aggregate amount to which the Purchaser is entitled by reason of all such Claims exceeds $10,000, it being agreed that once such amount is exceeded, the aggregate of all such Claims shall be payable by the Vendor on demand by the PurchaserClause 4.3 hereof.

Indemnification by the Vendor. The Subject to Section 3.3, the Vendor agrees to indemnify shall defend, indemnify, reimburse and save harmless the Purchaser on an after-tax basis Purchaser, and its shareholders, each of the Purchaser’s directors, officers, employees employees, agents, Affiliates and agents successors and assigns (the “Purchaser Indemnified Parties”) harmless for, from and against any losses arising from any Claims, including, without limitation, all Losses suffered reasonable costs and expenses incurred in preparing, defending, investigating or pursuing any such Claim and the reasonable fees, expenses and disbursements of legal counsel, accountants and other professional advisors (in each case on a full indemnity basis incurred by the Purchaser or to which the Purchaser may otherwise become subject in connection therewith (regardless of collectively, “Losses”), whether or not such damages relate arising due to any third-third party claim) from and after the Closing Date Claims, which they may suffer or incur directly or indirectly as a result of or arising directly or indirectly out of or in connection withwith or relating to: (a1) the Excluded Assets or any breach failure by the Vendor of, to fully satisfy and discharge the Excluded Liabilities; (2) any misrepresentation or any inaccuracy with respect to any of the representations and warranties of the Vendor set out incorrectness in this Agreement or any of the corresponding representations and warranties set out in the certificates to be delivered by the Vendor pursuant to section 9.1 (provided that the indemnity provided for in this section 12.1(a) shall not apply in the case of a breach or inaccuracy of any representation or warranty unless on the Indemnified Party shall have provided notice part of the Vendor contained in this Agreement or in any certificate or document delivered pursuant to the Indemnifying Party in accordance with or contemplated by this Article 12 on or prior to the expiration of such representation and warranty as provided in section 6.2(c))Agreement; (b3) any breach or non-performance any failure of the Vendor to perform or fulfil any of its covenants or obligations contained in this Agreement or in any certificate or document delivered pursuant to or contemplated by this Agreement that are not otherwise subject to specific indemnity provisions in this Agreement or in any certificate or document delivered pursuant to or contemplated by this Agreement; (4) any Liability arising from the ownership or operation of the Business or the Purchased Assets prior to the Closing Date, other than a Liability that is an Assumed Liability; (5) any Claim or other legal proceeding (except for Claims that are Assumed Liabilities) which (i) is based on actions that occurred prior to the Closing Date or (ii) is based on actions that occurred following the Closing Date and are a continuation of a course of conduct that commenced prior to the Closing Date, provided that the Vendor shall not have any Liability under (ii) unless the Purchaser ceased such course of conduct giving rise to the Claim by the earlier of: (a) 90 days after Closing; and (b) promptly after receiving notice of the alleged wrongful course of conduct; (6) any breach or alleged breach of any Contract (i) by the Vendor which occurred prior to the Closing Date or (ii) by the Purchaser following the Closing Date but arising out of a continuation of a course of conduct which commenced prior to the Closing Date, provided that the Vendor shall not have any covenants liability under (ii) unless the Purchaser ceased such course of conduct giving rise to be performed the breach or alleged breach by the earlier of: (a) 90 days after Closing; and (b) promptly after receiving notice of the alleged breach; (7) Liability to any third Persons and warranty obligations respecting products manufactured or sold, or services provided, by the Vendor under this Agreement or under any agreement, instrument, certificate or other document delivered pursuant thereto;prior to the Closing Date; and (c) 8) the failure to obtain any suitnecessary approvals, actionConsents, litigation, investigation, claim, complaint, grievance waivers or proceeding involving the Vendor or the ISIS Business, modifications for any Restricted Rights referred to in Section 2.14 including, without limitation, any Losses relating to any resultant termination of any such Restricted Rights or Claims arising out any increase of obligations or decrease of rights or entitlements of the actionsPurchaser. For the avoidance of doubt, suits the Vendor acknowledges and proceedings agrees that its obligations to indemnify the Purchaser Indemnified Parties under the terms of this Section 8.1 do not eliminate the Vendor’s obligations to satisfy all Excluded Liabilities, and that the Deductible and the Cap described below shall not apply thereto. For greater certainty and without limiting the generality of the provisions of Sections 3.4 and 8.1, the indemnity provided for in Schedule 4.7; (d) any liability Section 8.1 shall extend to any party Losses arising out from any act, omission or state of the ownership of the Purchased Assets facts that occurred or the operation of the ISIS Division existed prior to the Closing Date Time, and whether or not disclosed in any Schedule to this Agreement. The rights to indemnification of the Purchaser Indemnified Parties under this Section 8.1 shall apply notwithstanding any inspection or inquiries made by or on behalf of any of the Purchaser Indemnified Parties, or any knowledge acquired or capable of being acquired by any of the Purchaser Indemnified Parties or facts actually known to any of the Purchaser Indemnified Parties (whether before or after the execution and delivery of this Agreement and whether before or after Closing). The waiver of any condition based upon the accuracy of any representation and warranty or the performance of any covenant shall not affect the right to indemnification, reimbursement or other than remedy based upon such representation, warranty or covenant. For greater certainty, the Assumed Liabilities; and (e) the Retained Liabilities, provided, however, that the Vendor Purchaser shall have no obligation not be entitled to make any payment under section 12.1(a) an Indemnification Claim with respect to any representation breach of a representation, warranty or warranty unless covenant or any other items for which indemnification may be sought under this Section 8.1 to the aggregate extent that such matter has already been addressed through the purchase price reduction mechanisms in Sections 2.4 and 2.7. For greater certainty, if an Indemnification Claim is only partly addressed by the purchase price reduction mechanisms in Sections 2.4 and 2.7, the Purchaser shall be entitled, subject to the remaining provisions of this Article 8, to bring an Indemnification Claim for such portion of the claim not addressed in the purchase price reduction process. Further, the Purchaser acknowledges and agrees that before it can bring any Indemnification Claim relating to the failure of the Vendor to properly or adequately accrue for an Assumed Liability in the Final Closing Balance Sheets, the amount to of any such Indemnification Claim shall be reduced by any amount which the Purchaser is entitled by reason of all such Claims exceeds $10,000, it being agreed that once such amount is exceeded, Vendor over-accrued for any Assumed Liabilities in the aggregate of all such Claims shall be payable by the Vendor on demand by the PurchaserFinal Closing Balance Sheets.

Indemnification by the Vendor. (a) The Vendor agrees to shall indemnify and save harmless the Purchaser on an after-tax basis and its shareholdersPurchaser, directors, officers, employees and agents from and against all Losses suffered valid Claims which may be made or incurred by brought against the Purchaser Purchaser, or to which the Purchaser it may otherwise become subject (regardless of whether suffer or not such damages relate to any third-party claim) from and after the Closing Date incur, as a result of or arising directly or indirectly out of or in connection withwith or relating to: (ai) any non-fulfilment or breach by of any covenant or agreement on the Vendor of, or any inaccuracy with respect to any of the representations and warranties part of the Vendor set out contained in this Agreement; (ii) any misrepresentation or any incorrectness in or breach of any representation or warranty of the Vendor contained in this Agreement or in any of the corresponding representations and warranties set out in the certificates to be delivered certificate furnished by the Vendor pursuant to section 9.1 this Agreement, and (provided that iii) the indemnity provided for in this section 12.1(aRetained Liabilities. (b) The Vendor’s obligations under Section 10.1(a)(ii) shall not apply in the case of a breach or inaccuracy of any representation or warranty unless the Indemnified Party shall have provided notice be subject to the Indemnifying Party following limitations: (i) the obligations of the Vendor thereunder shall terminate on the second anniversary date following the Closing Date except with respect to bona fide Claims by the Purchaser set forth in accordance with this Article 12 on or written notices given by the Purchaser to the Vendor prior to such date and in any event, within 45 days of its determination that it has a bona fide Claim, with the expiration exception of fraudulent misrepresentation and those representations and warranties relating to title to the Purchased Assets which shall not terminate, and Taxes and the Environment which shall terminate as set out in sections 6.1(b) and 6.1(c), respectively; (ii) the Vendor shall not be required to pay any amounts until the aggregate of all Claims exceeds $150,000 and then the Vendor shall be obligated to pay all such representation and warranty as provided Claims subject to the cap set forth in section 6.2(c)Section 10.1(b)(iii); (biii) the Vendor’s total liability shall not exceed $29.250 million; (iv) the limitations provided herein shall not be applicable to any Insured Litigation breach or non-performance by the Vendor of any covenants with respect to be performed by the Vendor under this Agreement or under any agreement, instrument, certificate or other document delivered pursuant thereto; (cSection 4.9(b) any suit, action, litigation, investigation, claim, complaint, grievance or proceeding involving the Vendor or the ISIS Business, including, without limitation, any Losses or Claims arising out of the actions, suits and proceedings described in Schedule 4.7; (d) any liability as it relates to any party arising out of the ownership of the Purchased Assets or the operation of the ISIS Division prior to the Closing Date other than the Assumed Liabilitieslitigation which would be Insured Litigation; and (ev) notwithstanding the Retained Liabilitiesdefinition of Claim, provided, however, that the Vendor shall have no obligation to make not be liable for any payment under section 12.1(a) with respect special, indirect, incidental, consequential, punitive or aggravated damages, including damages for loss of profits and lost business opportunities or damages calculated by reference to any representation or warranty unless the aggregate amount to which the Purchaser is entitled by reason of all such Claims exceeds $10,000, it being agreed that once such amount is exceeded, the aggregate of all such Claims shall be payable by the Vendor on demand by the PurchaserPurchase Price methodology.

Indemnification by the Vendor. (a) The Vendor agrees to indemnify and save harmless GLC NewCo, the Purchaser on an after-tax basis Purchaser, its Affiliates and its shareholders, each of their respective directors, officers, employees employees, agents, successors and agents permitted assigns (collectively, the "Purchaser Indemnified Parties") from and against all Losses suffered or incurred by the such Purchaser or to which the Purchaser may otherwise become subject (regardless of whether or not such damages relate to any third-party claim) from and after the Closing Date Indemnified Party as a result of or arising directly or indirectly out of or in connection withrelating to: (ai) any breach by the Vendor of, of any representation or any inaccuracy with respect to any of the representations and warranties warranty of the Vendor set out contained in Section 3.1 of this Agreement Agreement, or in any of the corresponding representations and warranties set out in the certificates to be agreement, certificate or other document delivered by the Vendor pursuant to section 9.1 (provided that the indemnity provided for in this section 12.1(a) shall not apply in the case of a breach or inaccuracy of any representation or warranty unless the Indemnified Party shall have provided notice to the Indemnifying Party in accordance with this Article 12 on or prior to the expiration of such representation and warranty as provided in section 6.2(c))hereto; (bii) any breach or non-performance by the Vendor of any covenants covenant or agreement to be performed by it which is contained in this Agreement, the Vendor under this Assignment and Assumption Agreement or under in any agreement, instrument, certificate or other document delivered by the Vendor pursuant hereto or thereto; (ciii) any suit, action, litigation, investigation, claim, complaint, grievance Excluded Liability or proceeding involving Excluded Asset; (iv) all warranty or guaranty obligations with respect to Products manufactured by the Vendor or the ISIS Business, including, without limitation, any Losses or Claims arising out of the actions, suits and proceedings described in Schedule 4.7; (d) any liability to any party arising out of the ownership of the Purchased Assets or the operation of the ISIS Division Business prior to the Closing Date other than the Assumed Liabilities; andDate; (ev) any product liability claim related to or resulting from the Products manufactured by the Vendor or the Business prior to the Closing Date; (vi) Vendor's failure to comply with any fraudulent transfer laws that may be applicable to the transactions contemplated by this Agreement or the Assignment and Assumption Agreement; (vii) the Retained Liabilitiesownership, operation or use of any of the Excluded Assets; (viii) Liabilities of the Vendor that become Liabilities of GLC NewCo by reason of successor liability, de facto merger or similar principles or operation of law that impose Liability in the absence of the assumption of such Liability under this Agreement or the Assignment and Assumption Agreement; or (ix) any Liabilities of GLC NewCo for or relating to Taxes incurred prior to the Time of Closing. (b) No claim for indemnification may be made by the Purchaser Indemnified Parties under Section 10.1(a)(i) unless notice of such claim is delivered by a Purchaser Indemnified Party to the Vendor prior to the date that is 15 months following the Closing Date; provided, however, that: (i) if such claim for indemnification relates to a matter in the Tax Representations, notice of such claim may be delivered by a Purchaser Indemnified Party to the Vendor at any time prior to 90 days following the expiration of the applicable limitations period, if any, during which an assessment, reassessment or other form of recognized document assessing liability for Tax under applicable Tax legislation (without extension of such period) arising out of or in respect of such matter could be issued under such Tax legislation; (ii) if such claim for indemnification relates to a matter in the Employee Representations, notice of such claim may be delivered by a Purchaser Indemnified Party to the Vendor at any time prior to prior to the date that is 18 months following the Closing Date; (iii) (if such claim for indemnification relates to a matter in the Environmental Representations, notice of such claim may be delivered by a Purchaser Indemnified Party to the Vendor at any time prior to eighth (8th) anniversary of the Closing Date or (iv) if such claim for indemnification relates to a matter in the Vendor Fundamental Representations, Section 10.1(a)(ii), Section 10.1(a)(iii), Section 10.1(a)(iv), Section 10.1(a)(v), Section 10.1(a)(vi), Section 10.1(a)(vii), Section 10.1(a)(viii) or Section 10.1(a)(ix), notice of such claim may be delivered by a Purchaser Indemnified Party to the Vendor any time after the Closing Date. If notice of a claim for indemnification is not delivered within the time periods set forth in this Section 10.1(b), the Purchaser acknowledges and agrees that the Vendor shall not have no any responsibility or obligation whatsoever in respect of the facts or circumstances which have, or may have, given rise to make any payment under section 12.1(asuch claim for indemnification. (c) with respect to any representation or warranty unless The Vendor acknowledges and agrees that the aggregate amount to which provisions of Sections 10.1(a) and (b) above are for the Purchaser is entitled by reason express benefit of all such Claims exceeds $10,000GLC NewCo, it being agreed that once such amount is exceeded, the aggregate of all such Claims shall be payable by the Vendor on demand by as well as the Purchaser, and may be enforced by GLC NewCo as if GLC NewCo was a party to this Agreement.

Indemnification by the Vendor. The Vendor agrees (1) Subject to the provisions of this Article 7, the Vendor, severally, will indemnify and save harmless the Purchaser on an after-tax basis and its shareholders, the directors, officers, employees and agents of the Purchaser (collectively, the “Purchaser Indemnitees”) from and against all Claims asserted against and Losses suffered or incurred by the Purchaser or to which the Purchaser may otherwise become subject (regardless any of whether or not such damages relate to any third-party claim) from and after the Closing Date as a result of or arising them directly or indirectly arising out of or in connection withresulting from: (a) any breach by the Vendor of, material inaccuracy or any inaccuracy with respect to any of the representations and warranties of the Vendor set out misrepresentation in this Agreement or any of the corresponding representations and warranties set out in the certificates to be delivered by the Vendor pursuant to section 9.1 (provided that the indemnity provided for in this section 12.1(a) shall not apply in the case of a breach or inaccuracy of any representation or warranty unless of the Indemnified Party shall have provided notice to the Indemnifying Party Vendor in accordance with this Article 12 on or prior to the expiration of such representation and warranty as provided in section 6.2(c));Agreement; and (b) any material breach of any covenant of the Vendor in this Agreement. (2) Notwithstanding any of the other provisions of this Agreement, the Vendor will not be liable to any Purchaser Indemnitee in respect of: (a) any Claim or non-performance Loss directly or indirectly arising out of or resulting from any inaccuracy or misrepresentation in any representation or warranty of the Vendor in this Agreement unless: (i) in the case of any Claim or Loss arising out of or resulting from the Tax liability of the Corporation including any representation or warranty set forth in Section 3.01(7), notice of any Claim by the Purchaser against the Vendor with respect thereto is given to the Vendor by the Purchaser within five days after the expiration of the last of the limitation periods contained in the Tax Act and any other legislation imposing Tax on the Corporation subsequent to the expiration of which an assessment, reassessment or other form or recognized document assessing liability for Tax for the period ended on the Balance Sheet Date cannot be issued to the Corporation; (ii) except in the case of any Claim or Loss arising out of or resulting from a Third Party Claim or referred to in Section 7.02(2)(a)(i), notice of any Claim by the Purchaser against the Vendor with respect thereto is given to the Vendor by the Purchaser within three months after the Closing Date and any action with respect thereto is commenced by the Purchaser against the Vendor within three months after the giving of such notice; or (iii) in the case of any Claim or Loss arising out of or resulting from a Third Party Claim, notice of any Claim by the Purchaser against the Vendor with respect thereto is given to the Vendor by the Purchaser pursuant to Section 7.04 within three months after the Closing Date, whether or not any Purchaser Indemnitee has discovered or could have discovered such inaccuracy or misrepresentation before such time but excluding any Claim or Loss arising out of or resulting from any fraud by the Vendor of any covenants in which case there will be no time limit for the Purchaser to be performed by make a Claim against the Vendor under this Agreement or under any agreement, instrument, certificate or other document delivered pursuant thereto; (c) any suit, action, litigation, investigation, claim, complaint, grievance or proceeding involving the Vendor or the ISIS Business, including, without limitation, any Losses or Claims arising out of the actions, suits and proceedings described in Schedule 4.7; (d) any liability to any party arising out of the ownership of the Purchased Assets or the operation of the ISIS Division prior to the Closing Date other than the Assumed Liabilitiesrespect thereof; and (eb) the Retained Liabilities, provided, however, that the Vendor shall have no obligation to make any payment under section 12.1(a) with respect to Claim or Loss directly or indirectly arising out of or resulting from any representation or warranty unless the aggregate amount to matter from and against which the Purchaser is entitled by reason Indemnitees are indemnified pursuant to Sections 7.02(1)(a) or (b) unless: (i) except in the case of all such Claims exceeds $10,000any Claim or Loss arising out of or resulting from a Third Party Claim, it being agreed that once such amount is exceeded, the aggregate notice of all such Claims shall be payable by the Vendor on any Claim or demand by the PurchaserPurchaser against the Vendor with respect thereto is given to the Vendor by the Purchaser within three months after the Closing Date (or, in the case of any matter for which indemnification is provided for pursuant to Section 7.02(1)(b) relating to a breach of a covenant to be performed after the Closing Date, within three months of such breach) and any action with respect thereto is commenced by the Purchaser against the Vendor within three months after the giving of such notice; or (ii) in the case of any Claim or Loss arising out or resulting from a Third Party Claim, notice of any Claim by the Purchaser against the Vendor with respect thereto is given to the Vendor by the Purchaser pursuant to Section 7.04 within three months after the Closing Date, whether or not any Purchaser Indemnitee has discovered or could have discovered such matter before such time.

Indemnification by the Vendor. (a) The Vendor agrees to shall indemnify and save harmless the Purchaser Purchaser, on an after-tax basis and its shareholdersTax basis, directors, officers, employees and agents from and against all Losses suffered valid Claims which may be made or incurred by brought against the Purchaser Purchaser, or to which the Purchaser it may otherwise become subject (regardless of whether suffer or not such damages relate to any third-party claim) from and after the Closing Date incur, as a result of or arising directly or indirectly out of or in connection with: (ai) any non-fulfilment or breach by of any covenant or agreement on the Vendor of, or any inaccuracy with respect to any of the representations and warranties part of the Vendor set out contained in this Agreement; (ii) any misrepresentation or any incorrectness in or breach of any representation or warranty of the Vendor contained in this Agreement or in any of the corresponding representations and warranties set out in the certificates to be delivered certificate or other document furnished by the Vendor pursuant to section 9.1 (provided that the indemnity provided for in this section 12.1(a) shall not apply in the case of a breach or inaccuracy of any representation or warranty unless the Indemnified Party shall have provided notice to the Indemnifying Party in accordance with this Article 12 on or prior to the expiration of such representation and warranty as provided in section 6.2(c));Agreement. (b) any breach or non-performance by The Vendor’s obligations under Section 10.1(a) shall be subject to the Vendor following limitations: (i) subject to Section 10.1(b)(ii), the obligations of any covenants to be performed by the Vendor under this Agreement or under Section 10.1(a)(ii) shall terminate 18 months after the Closing Date except with respect to bona fide Claims by the Purchaser set forth in written notices given by the Purchaser to the Vendor prior to such date and in any agreementevent, instrument, certificate or other document delivered pursuant theretowithin 45 days of its determination that it has a bona fide Claim; (cii) the obligations of the Vendor under Section 10.1(a)(ii) in respect of any suitClaim relating to or impacted by Tax matters set out in Section 4.20 arising in or in respect of a particular period ending on, action, litigation, investigation, claim, complaint, grievance before or proceeding involving including the Closing Date shall terminate on the date which is 30 days after the relevant Governmental Authorities shall no longer be entitled to assess or reassess liability for Taxes against the Vendor or the ISIS Business, including, Purchaser for that particular period (which date shall not be extended by any waiver given by the Purchaser after the Closing Date without limitation, any Losses or Claims arising out the consent of the actionsVendor), suits except with respect to bona fide Claims by the Purchaser set forth in written notices given by the Purchaser to the Vendor prior to such date and proceedings described in Schedule 4.7any event, within 45 days of its determination that it has a bona fide Claim; (diii) the Vendor shall not be required to pay any liability amount with respect to any party arising out individual Claim of less than $25,000.00; (iv) the ownership Vendor shall not be required to pay any amounts until the aggregate of such Claims exceeds $500,000.00 and then only the Purchased Assets excess over such amount; (v) the Vendor’s total liability shall not exceed $5,000,000.00; (vi) the Vendor shall not be liable for any indirect, consequential, punitive or the operation aggravated damages, including damages for loss of the ISIS Division prior to the Closing Date other than the Assumed Liabilitiesprofit; and (evii) the Retained Liabilities, provided, however, that the Vendor shall have no obligation to make any payment under section 12.1(a) indemnify with respect to any representation or warranty unless the aggregate amount to matters of which the Purchaser is entitled by reason was aware at the time of all such Claims exceeds $10,000, it being agreed that once such amount is exceeded, Closing or the aggregate entering into of all such Claims shall be payable by the Vendor on demand by the Purchaserthis Agreement.

Indemnification by the Vendor. The Vendor agrees to shall indemnify and save harmless the Purchaser and each of its directors, officers, agents, employees and shareholders (collectively referred to as the “Purchaser Indemnified Parties”), on an after-tax basis and its shareholdersTax basis, directors, officers, employees and agents from and against all Losses suffered or incurred by the Purchaser or to which the Purchaser may otherwise become subject (regardless of Losses, whether or not such damages relate arising due to third party Claims, that any third-party claim) from and after the Closing Date Purchaser Indemnified Party may suffer or incur, directly or indirectly, as a result of or arising directly or indirectly out of or in connection withof: (a) any non-fulfilment or breach by of any covenant or agreement on the part of the Vendor of, contained in or made pursuant to this Agreement; (b) any misrepresentation or any inaccuracy with respect to any incorrectness in or breach of the representations and warranties of the Vendor set out in this Agreement or any Sections 1 to 5 of Schedule B (the corresponding representations and warranties set out in the certificates to be delivered by the Vendor pursuant to section 9.1 (provided that the indemnity provided for in this section 12.1(a) shall not apply in the case of a breach or inaccuracy of any representation or warranty unless the Indemnified Party shall have provided notice to the Indemnifying Party in accordance with this Article 12 on or prior to the expiration of such representation and warranty as provided in section 6.2(c“Fundamental Representations”)); (b) any breach or non-performance by the Vendor of any covenants to be performed by the Vendor under this Agreement or under any agreement, instrument, certificate or other document delivered pursuant thereto; (c) any suit, action, litigation, investigation, claim, complaint, grievance misrepresentation or proceeding involving incorrectness in or breach of the representations of the Vendor or the ISIS Business, including, without limitation, any Losses or Claims arising out of the actions, suits and proceedings described in Schedule 4.7;that are not Fundamental Representations; and (d) any liability to Tax liabilities arising from the any party arising out reorganizations of the ownership Vendor or any of the Purchased Assets or the operation of the ISIS Division its Subsidiaries completed prior to the Closing Date other than in connection with the Assumed Liabilities; and Transactions (e) the Retained Liabilities“Vendor Reorganization”), providedprovided that, however, that the Vendor shall have no obligation not be liable for any and all Losses, whether or not arising due to make third party Claims, that any payment under section 12.1(aPurchaser Indemnified Party may suffer or incur, directly or indirectly, as a result of (i) with respect subject to Section 7.17, any representation Claims, obligations or warranty unless liabilities pursuant to the aggregate amount Roughrider Royalty and the Saskatchewan Governmental Royalties, and (ii) any non-fulfilment or breach of any covenant or agreement on the part of the Vendor contained in or made pursuant to which the Purchaser this Agreement that is entitled by reason of all such Claims exceeds $10,000, it being agreed that once such amount is exceeded, the aggregate of all such Claims shall be payable remedied by the Vendor on demand by the Purchaserpursuant to Section 7.13.

Indemnification by the Vendor. The Subject to Section 3.3, the Vendor agrees to indemnify and each of the Guarantors shall jointly and severally defend, indemnify, reimburse and save harmless the Purchaser on an after-tax basis and its shareholders, each of the Purchaser’s directors, officers, employees employees, agents, Affiliates and agents successors and assigns (the “Purchaser Indemnified Parties”) harmless for, from and against any losses arising from any Claims, including, without limitation, all Losses suffered reasonable costs and expenses incurred in preparing, defending, investigating or pursuing any such Claim and the reasonable fees, expenses and disbursements of legal counsel, accountants and other professional advisors (in each case on a full indemnity basis) incurred by the Purchaser or to which the Purchaser may otherwise become subject in connection therewith (regardless of collectively, “Losses”), whether or not such damages relate arising due to any third-third party claim) from and after the Closing Date Claims, which they may suffer or incur directly or indirectly as a result of or arising directly or indirectly out of or in connection withwith or relating to: (a) any breach the waiver by the Vendor of, or any inaccuracy Purchaser of compliance with respect to any the provisions of the representations Bulk Sales Act (Ontario) and warranties any equivalent or corresponding provisions under any applicable legislation in connection with the purchase and sale of the Vendor set out in this Agreement or any of the corresponding representations and warranties set out in the certificates to be delivered by the Vendor pursuant to section 9.1 (provided that the indemnity provided for in this section 12.1(a) shall not apply in the case of a breach or inaccuracy of any representation or warranty unless the Indemnified Party shall have provided notice to the Indemnifying Party in accordance with this Article 12 on or prior to the expiration of such representation and warranty as provided in section 6.2(c))Purchased Assets; (b) any breach or non-performance by the Vendor of any covenants to be performed by the Vendor under this Agreement or under any agreement, instrument, certificate or other document delivered pursuant theretoExcluded Liabilities; (c) any suitmisrepresentation or any incorrectness in or breach of any representation, action, litigation, investigation, claim, complaint, grievance warranty or proceeding involving covenant on the part of the Vendor contained in this Agreement or in any certificate or document delivered pursuant to or contemplated by this Agreement disregarding for the ISIS Businesspurposes of this Section 6.1(c), any knowledge, materiality or Material Adverse Effect qualification contained in such representation, warranty or covenant; (d) any failure of the Vendor to perform or fulfil any of its covenants or obligations under this Agreement; (e) any liability to any third Persons and warranty obligations respecting products manufactured or sold, or services provided, by the Vendor prior to the Closing Time; (f) the failure to obtain any necessary Consents, waivers or modifications for any Restricted Rights referred to in Section 2.10 including, without limitation, any Losses relating to any resultant termination of any such Restricted Rights or Claims arising out any increase of obligations or decrease of rights or entitlements of the actions, suits and proceedings described in Schedule 4.7Purchaser; (dg) any liability all export duties, taxes, fines, penalties, assessments and other amounts which may be payable to any party arising out Regulatory Authority or other person as a result of or in connection with the ownership U.S. Customs Notice of Action or any other or similar Notice of Action which may be issued by U.S. Customs in respect of product manufactured and shipped by the Purchased Assets or the operation of the ISIS Division Vendor prior to the Closing Date other than the Assumed LiabilitiesDate; andor (eh) the Retained Liabilitiesany liability for or in respect of, providedor any requirement to return or repay, however, that the Vendor shall have no obligation to make any payment under section 12.1(a) with respect to any representation or warranty unless the aggregate amount to which the Purchaser is entitled by reason of all such Claims exceeds $10,000, it being agreed that once such amount is exceeded, the aggregate of all such Claims shall be payable amounts received by the Vendor from or on demand by behalf of GoPicnic Brands Inc. prior to the PurchaserClosing Date. For the avoidance of doubt, the Vendor and the Guarantors acknowledge and agree that their obligations to indemnify the Purchaser Indemnified Parties under the terms of this Section 6.1 do not eliminate the Vendor’s obligations to satisfy all Excluded Liabilities, and that the Deductible and the Cap described below shall not apply thereto.

Indemnification by the Vendor. (a) The Vendor agrees to shall indemnify and save harmless the Purchaser on an after-tax basis and Purchaser, its shareholders, directors, officers, agents, employees and agents shareholders (collectively referred to as the “Purchaser Indemnified Parties”) from and against all Losses suffered or incurred by the Purchaser or to which the Purchaser may otherwise become subject (regardless of Claims, whether or not such damages relate arising due to any third-third party claim) from and after Claims, which may be made or brought against the Closing Date Purchaser Indemnified Parties, or which they may suffer or incur, directly or indirectly as a result of or arising directly or indirectly out of or in connection withwith or relating to: (ai) any non-fulfilment or breach by of any covenant or agreement on the Vendor of, or any inaccuracy with respect to any of the representations and warranties part of the Vendor set out contained in this Agreement or in any certificate or other document furnished by or on behalf of the corresponding representations and warranties set out in the certificates to be delivered by the Vendor pursuant to section 9.1 this Agreement; (provided that the indemnity provided for ii) any misrepresentation or any incorrectness in this section 12.1(a) shall not apply in the case of a or breach or inaccuracy of any representation or warranty unless the Indemnified Party shall have provided notice to the Indemnifying Party in accordance with this Article 12 on or prior to the expiration of such representation and warranty as provided in section 6.2(c)); (b) any breach or non-performance by the Vendor of any covenants to be performed by the Vendor under contained in this Agreement or under in any agreement, instrument, certificate or other document delivered furnished by or on behalf of the Vendor pursuant theretoto this Agreement; (ciii) liability to third Persons arising out of any injury to individuals or property as a result of the ownership, possession or use of any Products or warranty obligations respecting Products; (iv) any suitliabilities, action, litigation, investigation, claim, complaint, grievance or proceeding involving debts and obligations of the Vendor not forming part of the Assumed Liabilities; (v) the failure to obtain any necessary approvals, consents, waivers or the ISIS Business, modifications for any Restricted Rights referred to in Section 2.6 including, without limitation, any Losses Claims relating to any resultant termination of any such Restricted Rights or Claims arising out any increase of obligations or decrease of rights or entitlements of the actionsPurchaser; (vi) the carrying on, suits operation or transfer of the Business by the Vendor for which the Purchaser is liable pursuant to the Transfer of Business (Protection of Creditors) Ordinance under the Laws of Hong Kong, except any such claims pertaining solely to the Assumed Liabilities; (vii) any failure by the Vendor to withhold any Taxes or other amounts required by Law to be withheld by it (including Taxes and proceedings described other amounts required to be withheld by it in Schedule 4.7respect of any amount paid or credited or deemed to be paid or credited by it to or for the account or benefit of any Person, including any Employees, officers or directors and any non-resident Person) or to duly and timely remit to the appropriate Governmental Authority such Taxes and other amounts required by Law to be remitted by the Vendor; (viii) the failure to file on a timely basis all Tax Returns and all reports with respect to Taxes that are or were required to be filed pursuant to applicable Laws; the failure to file Tax Returns and reports that are true, correct and complete in all respects; the failure to pay all Taxes that have or may have become due for all periods covered by the Tax Returns or otherwise, or pursuant to any assessment received by the Vendor; (ix) the failure to establish and adhere to procedures that require all of their foreign suppliers of merchandise (including components and raw materials for merchandise) to comply with U.S. Compatible Foreign Workplace Standards in the facilities where merchandise for the Vendor is made or otherwise handled; and (x) the termination of the employment of Xxxxx Xxxxxxxx by WW Limited. (b) The Vendor’s obligations under Section 10.1(a) shall be subject to the following limitations: (i) the obligations of the Vendor under Section 10.1(a)(ii) shall terminate on the date on which each representation and warranty of the Vendor no longer survives as specified under Section 6.2(b), except with respect to bona fide Claims by Purchaser Indemnified Parties set forth in written notices given by a Purchaser Indemnified Party to the Vendor prior to the relevant specified date; (ii) for Claims made under Sections 10.1(a)(ii) and 10.1(a)(ix), the Vendor shall not be required to pay any such amount unless the aggregate of such Claims exceeds $1,000,000 and upon the aggregate of such Claims exceeding $1,000,000 the Vendor shall be required to pay the amount owing in respect of all such Claims including the $1,000,000; except that the foregoing limitation shall not apply to wilful breaches of this Agreement or fraud; and (iii) the aggregate liability of the Vendor for all Claims made under Sections 10.1(a)(ii) and 10.1(a)(ix) shall be limited to the amount of the Purchase Price actually received by the Vendor. (c) If a claim for indemnification does not result in a judgment, Order or award in favour of the Purchaser Indemnified Parties, neither the Purchaser Indemnified Parties nor the Vendor shall be entitled to any award of costs in respect of the proceedings. (d) any liability The benefit of this indemnity may be assigned in whole or in part by the Purchaser to any party arising out successor or assign of the ownership Purchaser or to a purchaser of the any other Purchased Assets or the operation of the ISIS Division prior to the Closing Date other than the Assumed Liabilities; and (e) the Retained Liabilities, provided, however, that and the Vendor shall have no obligation to make any payment under section 12.1(a) with respect consents to any representation or warranty unless such assignment. In the aggregate amount to which the Purchaser is entitled by reason event of all any such Claims exceeds $10,000, it being agreed that once such amount is exceededassignment, the aggregate benefit of all this indemnity may be claimed by both the assignor and the assignee and the number of such Claims assignments shall be payable by not negate the Vendor on demand by the Purchasereffectiveness of this clause.

Indemnification by the Vendor. The Subject to the limitations contained in Section 8.9, and without duplication of any indemnities granted under Section 8.2 or by Celestica International Inc. under the Canadian Purchase Agreement, by Celestica Electronics (Shanghai) Co. Ltd. under the Shanghai Purchase Agreement, by Celestica Suzhou Technology Ltd. under the Suzhou Purchase Agreement, or by the Vendor, Celestica International Inc. or Celestica (Thailand) Limited, under the Asian Purchase Agreement, the Vendor agrees to indemnify and save harmless the Purchaser on an after-tax basis and its shareholders, directors, officers, employees and agents from and against all Losses suffered or incurred by the Purchaser or to which any of its Affiliates (including, without limitation, the Purchaser may otherwise become subject Company (regardless as long as it remains an Affiliate of whether or not such damages relate to any third-party claimthe Purchaser) from and after the Closing Date Closing) as a result of or arising directly or indirectly out of or in connection withof: (a) any breach by the Vendor of, of any representation or any inaccuracy with respect to any of the representations and warranties warranty of the Vendor set out contained in Article 3 of this Agreement or in any of the corresponding representations and warranties set out in the certificates to be agreement, certificate or other document delivered by the Vendor pursuant to section 9.1 hereto (provided that the indemnity provided for in this section 12.1(a) Vendor shall not apply be required to indemnify or save harmless the Purchaser in the case of a breach or inaccuracy respect of any breach of any such representation or warranty unless the Indemnified Party Purchaser shall have provided notice to the Indemnifying Party Vendor in accordance with this Article 12 Section 8.4 on or prior to the expiration of the applicable time period related to such representation and warranty as provided set out in section 6.2(c)Section 3.2); (b) any breach or non-performance by the Vendor of any covenants covenant to be performed by the Vendor under it which is contained in this Agreement or under in any agreement, instrument, certificate or other document delivered by the Vendor pursuant theretohereto; (c) any suit, action, litigation, investigation, claim, complaint, grievance or proceeding involving non-compliance with Environmental Laws as a result of the conduct of the portion of the Business conducted by the Vendor at the Leased Real Property or at any other place or places where the ISIS Business, including, without limitation, any Losses or Claims arising out portion of the actionsBusiness conducted by the Vendor has been conducted by it on or prior to the Closing Date (provided that the Vendor shall not be required to indemnify or save harmless the Purchaser under this Section 8.1(c) unless the Purchaser shall have provided notice to the Vendor in accordance with Section 8.4 on or prior to the fifth anniversary of the Closing Date or, suits to the extent that the claim under this Section 8.1(c) relates to liability under CERCLA, on or prior to the date which is seven years and proceedings described in Schedule 4.7six months from the Closing Date); (d) the Release of any liability to Hazardous Substances (i) on or before the date of Closing on or off-site from the Leased Real Property, or (ii) from any party arising out other locations (including any place or places where the portion of the ownership Business conducted by the Vendor was formerly conducted by it) where the Vendor (in relation to the portion of the Purchased Assets Business it conducts only), the Company, a transporter for the Vendor (in relation to the portion of the Business it conducts only) or the operation Company, or any other Person for whose conduct the Vendor (in relation to the portion of the ISIS Division Business it conducts only) or the Company is responsible, has caused or permitted Hazardous Substances to come to be located, whether as a result of the Vendor (in relation to the portion of the Business it conducts only) or the Company arranging for the disposal or treatment of such Hazardous Substances, or otherwise (provided that the Vendor shall not be required to indemnify or save harmless the Purchaser under this Section 8.1(d) unless the Purchaser shall have provided notice to the Vendor in accordance with Section 8.4 on or prior to the fifth anniversary of the Closing Date other than or, to the Assumed Liabilitiesextent that the claim under this Section 8.1(d) relates to liability under CERCLA, on or prior to the date which is seven years and six months from the Closing Date); (e) claims relating to the design, manufacture or sale of products by the Vendor or its Affiliates in conducting the Business prior to the Effective Time; (f) any Excluded Liabilities (provided that the Vendor shall not be required to indemnify or save harmless the Purchaser under this Section 8.1(f) unless the Purchaser shall have provided notice to the Vendor in accordance with Section 8.4 on or prior to March 31, 2006); and (eg) claims by any of the Retained Liabilities, provided, however, that Employees or Leave Employees relating to entitlement to retiree medical benefits under the Vendor shall have no obligation to make any payment under section 12.1(a) with respect to any representation or warranty unless the aggregate amount to which the Purchaser is entitled by reason of all such Claims exceeds $10,000, it being agreed that once such amount is exceeded, the aggregate of all such Claims shall be payable Celestica Employee Welfare Benefits Plan maintained by the Vendor on demand by the PurchaserVendor.

Indemnification by the Vendor. The (1) In addition to any other indemnification provided by the Vendor agrees contained in this Agreement and subject to this Article 7, the Vendor shall indemnify and save harmless the Purchaser on an after-tax basis and its shareholdersand, directorsto the extent named or involved in any Third Party Claim, officers, employees and agents from and against all Losses suffered or incurred by the Purchaser or Indemnitees from, and shall pay to which the Purchaser may otherwise become subject (regardless and the Purchaser Indemnitees, on demand, the amount of whether or not such damages relate to any third-party claim) from and after the Closing Date all Losses, as a result of or arising directly or indirectly out of or in connection with: (a) any breach by the Vendor of, inaccuracy of or any inaccuracy with respect to any of the representations and warranties of the Vendor set out in this Agreement or any of the corresponding representations and warranties set out in the certificates to be delivered by the Vendor pursuant to section 9.1 (provided that the indemnity provided for in this section 12.1(a) shall not apply in the case of a breach or inaccuracy of any representation or warranty unless made by the Indemnified Party shall have provided notice Vendor in this Agreement or in any contract, agreement, instrument, certificate or other document delivered pursuant to the Indemnifying Party in accordance with this Article 12 on or prior to the expiration of such representation and warranty as provided in section 6.2(c))Agreement; (b) to the extent not performed or waived prior to Closing any breach or non-performance by the Vendor of any covenants to be performed by the Vendor under covenant or other obligation contained in this Agreement or under in any contract, agreement, instrument, certificate or other document delivered pursuant theretoto this Agreement; (c) any suit, action, litigation, investigation, claim, complaint, grievance or proceeding involving the Vendor or the ISIS Business, including, without limitation, any Losses or Claims arising out ownership of the actions, suits and proceedings described in Schedule 4.7Purchased Assets up to the Effective Time; (d) any liability to breach or alleged breach of any party arising out of Contract by the ownership of the Purchased Assets or the operation of the ISIS Division Vendor which occurred prior to the Closing Date other than or any such breach which occurs after the Assumed LiabilitiesClosing Date but arises out of a continuation of a course of conduct which commenced prior to the Closing Date; and (e) the Retained Liabilitiesany Claim by any Person for brokerage or finder’s fees, provided, however, that commission or similar payments based on any agreement or understanding made or alleged to have been made by any such Person with the Vendor shall have no obligation to make (or any payment under section 12.1(aPerson acting on its behalf) in connection with respect to any representation or warranty unless the aggregate amount to which Transaction. (2) Neither the Purchaser is entitled by reason nor any Purchaser Indemnitee has any claim or other recourse against the Vendor, nor does the Vendor or any Vendor Indemnitee have any liability in connection with any breach of all such Claims exceeds $10,000any representation, it being agreed that once such amount is exceededwarranty or covenant of the Vendor in this Agreement or any transaction documents, which relates to actions or matters arising during the aggregate of all such Claims shall be payable Interim Period and which breach was committed by the Vendor on demand by as a result of written instructions received from the PurchaserPurchaser (or any of its representatives).

Indemnification by the Vendor. (a) The Vendor agrees to shall indemnify and save harmless the Purchaser on an after-tax basis and its shareholdersPurchaser, directors, officers, employees and agents from and against all Losses suffered valid Claims which may be made or incurred by brought against the Purchaser Purchaser, or to which the Purchaser it may otherwise become subject (regardless of whether suffer or not such damages relate to any third-party claim) from and after the Closing Date incur, as a result of or arising directly or indirectly out of or in connection withwith or relating to: (ai) any non-fulfilment or breach by of any covenant or agreement on the Vendor of, or any inaccuracy with respect to any of the representations and warranties part of the Vendor set out contained in this Agreement; (ii) any misrepresentation or any incorrectness in or breach of any representation or warranty of the Vendor contained in this Agreement or in any of the corresponding representations and warranties set out in the certificates to be delivered certificate furnished by the Vendor pursuant to section 9.1 this Agreement, and (provided that iii) the indemnity provided for in this section 12.1(aRetained Liabilities. (b) The Vendor’s obligations under Section10.1(a)(ii) shall not apply in the case of a breach or inaccuracy of any representation or warranty unless the Indemnified Party shall have provided notice be subject to the Indemnifying Party following limitations: (i) the obligations of the Vendor thereunder shall terminate on the second anniversary date following the Closing Date except with respect to bona fide Claims by the Purchaser set forth in accordance with this Article 12 on or written notices given by the Purchaser to the Vendor prior to such date and in any event, within 45 days of its determination that it has a bona fide Claim, with the expiration exception of fraudulent misrepresentation and those representations and warranties relating to title to the Purchased Assets which shall not terminate, and Taxes and the Environment which shall terminate as set out in sections 6.1(b) and 6.1(c), respectively; (ii) the Vendor shall not be required to pay any amounts until the aggregate of all Claims exceeds $150,000 and then the Vendor shall be obligated to pay all such representation and warranty as provided Claims subject to the cap set forth in section 6.2(c)Section 10.1(b)(iii); (biii) the Vendor’s total liability shall not exceed $14 million CAD; (iv) the limitations provided herein shall not be applicable to any Insured Litigation breach or non-performance by the Vendor of any covenants with respect to be performed by the Vendor under this Agreement or under any agreement, instrument, certificate or other document delivered pursuant thereto; (cSection 4.9(b) any suit, action, litigation, investigation, claim, complaint, grievance or proceeding involving the Vendor or the ISIS Business, including, without limitation, any Losses or Claims arising out of the actions, suits and proceedings described in Schedule 4.7; (d) any liability as it relates to any party arising out of the ownership of the Purchased Assets or the operation of the ISIS Division prior to the Closing Date other than the Assumed Liabilitieslitigation which would be Insured Litigation; and (ev) notwithstanding the Retained Liabilitiesdefinition of Claim, provided, however, that the Vendor shall have no obligation to make not be liable for any payment under section 12.1(a) with respect special, indirect, incidental, consequential, punitive or aggravated damages, including damages for loss of profits and lost business opportunities or damages calculated by reference to any representation or warranty unless the aggregate amount to which the Purchaser is entitled by reason of all such Claims exceeds $10,000, it being agreed that once such amount is exceeded, the aggregate of all such Claims shall be payable by the Vendor on demand by the PurchaserPurchase Price methodology.

Indemnification by the Vendor. The Vendor agrees to indemnify and save harmless the Purchaser on an after-tax basis and its shareholders, directors, officers, employees and agents from and against all Losses suffered or incurred by the Purchaser or to which the Purchaser may otherwise become subject (regardless of whether or not such damages relate to any third-party claim) from and after the Closing Date as a result of or arising directly or indirectly out of or in connection with: (a) any breach by the Vendor of, of or any inaccuracy with respect to in any of the representations and warranties representation or warranty of the Vendor set out contained in this Agreement or in any of the corresponding representations and warranties set out in the certificates to be agreement, certificate or other closing document delivered by the Vendor pursuant to section 9.1 hereto (provided that the indemnity provided for in this section 12.1(a) Vendor shall not apply be required to indemnify or save harmless the Purchaser in the case respect of a any breach of or inaccuracy of in any representation or warranty unless the Indemnified Party Purchaser shall have provided notice to the Indemnifying Party Vendor in accordance with this Article 12 subsection 10.3 on or prior to the expiration of the applicable time period related to such representation and warranty as provided set out in section 6.2(c)Section 66); (b) any breach or non-performance by the Vendor of any covenants covenant to be performed by the Vendor under it which is contained in this Agreement or under in any agreement, instrument, certificate or other closing document delivered pursuant thereto;hereto; and (c) any suitliabilities, action, litigation, investigation, claim, complaint, grievance obligations or proceeding involving commitments of the Vendor or the ISIS Business, including, without limitation, any Losses or Claims arising out of the actions, suits and proceedings described in Schedule 4.7; (d) any liability related to any party arising out of the ownership of the Purchased Assets Assets, existing at or the operation of the ISIS Division prior to the Time of Closing Date other than or arising from or relating to the Assumed Liabilities; and period prior to the Time of Closing (e) provided however that any such liabilities, obligations or commitments, to the Retained Liabilitiesextent that they arise from or relate to the period after the Time of Closing, provided, however, shall be the responsibility of the Purchaser);. provided that the Vendor shall have no obligation to make any payment under section 12.1(a) with respect to any representation or warranty unless the aggregate amount to which the Purchaser is entitled by reason of all such Claims exceeds $10,000, it being agreed that once such amount is exceeded, the aggregate of all such Claims shall be payable indemnity by the Vendor on demand by pursuant to this Section 10.1 shall not be for any Losses in connection with liabilities, obligations or commitments related to the PurchaserAssigned Contracts arising after the Time of Closing.

Indemnification by the Vendor. The Subject to the limitations contained in Section 8.9, and without duplication of any indemnities granted under Section 8.2 or by Celestica Corporation under the U.S. Purchase Agreement, by Celestica Electronics (Shanghai) Co. Ltd. under the Shanghai Purchase Agreement, by Celestica Suzhou Technology Ltd. under the Suzhou Purchase Agreement, or by the Vendor, Celestica Corporation or Celestica (Thailand) Limited under the Asian Purchase Agreement, the Vendor agrees to indemnify and save harmless the Purchaser on an after-tax basis and its shareholders, directors, officers, employees and agents from and against all Losses suffered or incurred by the Purchaser or to which any of its Affiliates (including, without limitation, the Purchaser may otherwise become subject Company (regardless as long as it remains an Affiliate of whether or not such damages relate to any third-party claimthe Purchaser) from and after the Closing Date Closing) as a result of or arising directly or indirectly out of or in connection withof: (a) any breach by the Vendor of, of any representation or any inaccuracy with respect to any of the representations and warranties warranty of the Vendor set out contained in Article 3 of this Agreement or in any of the corresponding representations and warranties set out in the certificates to be agreement, certificate or other document delivered by the Vendor pursuant to section 9.1 hereto (provided that the indemnity provided for in this section 12.1(a) Vendor shall not apply be required to indemnify or save harmless the Purchaser in the case of a breach or inaccuracy respect of any breach of any such representation or warranty unless the Indemnified Party Purchaser shall have provided notice to the Indemnifying Party Vendor in accordance with this Article 12 Section 8.4 on or prior to the expiration of the applicable time period related to such representation and warranty as provided set out in section 6.2(c)Section 3.2); (b) any breach or non-performance by the Vendor of any covenants covenant to be performed by the Vendor under it which is contained in this Agreement or under in any agreement, instrument, certificate or other document delivered by the Vendor pursuant theretohereto; (c) any suit, action, litigation, investigation, claim, complaint, grievance or proceeding involving non-compliance with Environmental Laws as a result of the conduct of the Business at the Company's current locations (as at the Closing Date) by the Vendor or the ISIS Business, including, without limitation, any Losses Company prior to the Closing Date (provided that the Vendor shall not be required to indemnify or Claims arising out save harmless the Purchaser under this Section 8.1(c) unless the Purchaser shall have provided notice to the Vendor in accordance with Section 8.4 on or prior to the fifth anniversary of the actions, suits and proceedings described in Schedule 4.7Closing Date); (d) the Company or the Vendor having caused or permitted the Release of any liability to Hazardous Substances on or before the date of Closing on or offsite from any party arising out of the ownership Company's current locations as at the date of Closing (provided that the Purchased Assets Vendor shall not be required to indemnify or save harmless the operation of Purchaser under this Section 8.1(d) unless the ISIS Division Purchaser shall have provided notice to the Vendor in accordance with Section 8.4 on or prior to the fifth anniversary of the Closing Date other than Date); (e) claims relating to the Assumed Liabilitiesdesign, manufacture or sale of products by the Vendor or its Affiliates in conducting the Business prior to the Effective Time; (f) any Excluded Liabilities (provided that the Vendor shall not be required to indemnify or save harmless the Purchaser under this Section 8.1(f) unless the Purchaser shall have provided notice to the Vendor in accordance with Section 8.4 on or prior to March 31, 2006); (g) any non-compliance by the Vendor or the Company with the provisions of any bulk sales laws applicable to the Canadian Drop-Down; and (eh) the Retained Liabilities, provided, however, that the Vendor shall have no obligation to make claims by any payment under section 12.1(a) with respect to any representation or warranty unless the aggregate amount to which the Purchaser is entitled by reason all of all such Claims exceeds $10,000, it being agreed that once such amount is exceeded, the aggregate of all such Claims shall be payable Ting Huang or David Gauthier or Domingo DeMaio relating tx xxxxxxxxent xx xxxxxxx xxxical xxxxxxxx xxxxx xxx plan maintained by the Vendor on demand by the Purchaseror any of its Affiliates.

Indemnification by the Vendor. The Vendor agrees to indemnify and save harmless the Purchaser on an after-tax basis and its shareholders, directors, officers, employees and agents from and against all Losses suffered or incurred by the Purchaser or to which the Purchaser may otherwise become subject (regardless of whether or not such damages relate to any third-party claim) from and after the Closing Date as a result of or arising directly or indirectly out of or in connection with: (a) any breach by the Vendor or the Corporation of, or any inaccuracy with respect to of, any of the representations and warranties representation or warranty of the Vendor set out or the Corporation made to the Purchaser contained in this Agreement or any of the corresponding representations and warranties set out in the those agreements or certificates to be delivered by the Vendor pursuant to section 9.1 (provided that the indemnity provided for in this section 12.1(a) shall not apply in the case of a breach or inaccuracy of any representation or warranty unless the Indemnified Party shall have provided notice to the Indemnifying Party in accordance with this Article 12 on or prior to the expiration of such representation and warranty as provided in section 6.2(c));Agreement; and (b) any breach or non-performance by the Vendor or the Corporation of any covenants covenant to be performed by it made to the Vendor under Purchaser that is contained in this Agreement or under any agreement, instrument, certificate in those agreements or other document certificates delivered pursuant thereto; (c) to this Agreement. The Vendor shall not be required to indemnify or save harmless the Purchaser for any suit, action, litigation, investigation, claim, complaint, grievance or proceeding involving of the foregoing unless the Purchaser shall have provided notice to the Vendor in accordance with section 9.3 (i) on or the ISIS Business, including, without limitation, any Losses or Claims arising out of the actions, suits and proceedings described in Schedule 4.7; (d) any liability to any party arising out of the ownership of the Purchased Assets or the operation of the ISIS Division prior to the Closing Date expiration of the applicable time period related to that representation and warranty set out in section 5.1, or (ii) in the case of a breach of a covenant (other than those in Section 6.3 or Article X) not otherwise addressed by section 5.1, prior to the Assumed Liabilities; and (e) third anniversary of the Retained Liabilities, provided, however, that the Closing Date. The Vendor shall have no obligation not be liable to make indemnify Purchaser for any payment under section 12.1(a) with respect to any representation or warranty unless Losses until the aggregate amount of all Losses for which indemnity may be sought exceeds $100,000, but thereafter shall be liable for all Losses in excess of that $100,000 for which indemnity is provided for in this Agreement. The Vendor shall not be liable to which indemnify the Purchaser is entitled by reason of all such Claims exceeds $10,000, it being agreed that once such amount is exceeded, the aggregate of all such Claims shall be payable by after the Vendor on demand by has indemnified the PurchaserPurchaser in the amount of the purchase price for the Purchased Shares plus the Shareholder Advance.

Indemnification by the Vendor. The Subject to the terms set forth in this Article 11 or as otherwise provided in this Agreement, the Vendor agrees to indemnify and save harmless the Purchaser on an after-tax basis and its shareholders, directors, officers, employees and agents from and against any or all Losses suffered or incurred by the Purchaser or to which the Purchaser may otherwise become subject (regardless of whether or not such damages relate to any third-party claim) from and after the Closing Date as a result of or arising directly or indirectly out of or in connection withof: (a) any breach by the Vendor of, or any inaccuracy with respect to any of the representations and warranties of the Vendor set out in this Agreement or any of the corresponding representations and warranties set out in the certificates to be delivered by the Vendor pursuant to section 9.1 (provided that the indemnity provided for in this section 12.1(a) shall not apply in the case of a breach or inaccuracy of any representation or warranty unless of the Indemnified Party shall have provided notice to Vendor contained in this Agreement or in any of the Indemnifying Party in accordance with this Article 12 on or prior to the expiration of such representation and warranty as provided in section 6.2(c))Transaction Documents; (b) any breach or non-performance by the Vendor of any covenants covenant to be performed by the Vendor under it which is contained in this Agreement or under in any agreement, instrument, certificate or other document delivered pursuant theretoof the Transaction Documents; (c) any suit, action, litigation, investigation, claim, complaint, grievance or proceeding involving liability of the Vendor or the ISIS Business, including, without limitation, any Losses or Claims arising out that is subject to indemnification under section 3.2 (c) of the actions, suits and proceedings described in Schedule 4.7Contribution Agreement; (d) any liability event with respect to any party arising out the employment of or obligation to the ownership of Employees by the Purchased Assets or the operation of the ISIS Division Vendor occurring prior to the Closing Date Date; (e) any liabilities accruing to the Corporation arising from its business, operations or activities prior to Closing; (f) any liabilities and obligations of the Business arising prior to the Closing other than any of the Assumed Liabilities; and (eg) any Excluded Assets, as defined in the Retained LiabilitiesContribution Agreement. Notwithstanding the foregoing, provided, however, that the Vendor shall have no obligation not be required to make indemnify or save harmless the Purchaser in respect of any payment under section 12.1(aLoss referred to in Section 11.1(a) with respect to any representation or warranty Section 11.1(b) unless the aggregate amount Purchaser shall have provided notice to which the Purchaser is entitled by reason of all such Claims exceeds $10,000, it being agreed that once such amount is exceeded, the aggregate of all such Claims shall be payable by the Vendor in accordance with Section 11.3 on demand by or prior to the Purchaserexpiration of the applicable time period related to such representation and warranty set out in Section 7.1 or such covenant set out in Section 7.3.