Common use of Indemnification by the Vendor Clause in Contracts

Indemnification by the Vendor. The Vendor shall indemnify and save the Purchaser and its affiliates (including the Corporation) and their respective representatives (each a "Purchaser Indemnity" and collectively, the "Purchaser Indemnities") harmless for and from: (1) all debts and liabilities of the Corporation, including liabilities for any Taxes, existing at the Closing Time and not accrued or reserved for in the Financial Statements, except liabilities accruing or incurred subsequent to the Statements Date in the Ordinary Course of the Business, consistent with past practice and except liabilities disclosed in this Agreement or any Schedule; (2) all contingent liabilities which the Corporation becomes obligated to pay and which exist at the Closing Time whether or not disclosed or reflected in the Financial Statements, and whether or not the Vendor or the Corporation, Corporation or any of them have notice thereof or of the facts or circumstances which give rise thereto; (3) any assessment for Taxes for any period up to the Closing Date for which no adequate reserve has been provided and disclosed in the Financial Statements; (4) any Loss, damages or deficiencies suffered by a Purchaser Indemnity as a result of any breach of representation, warranty or covenant on the part of the Vendor or the Corporation contained in this Agreement or in any certificate or document delivered pursuant to or contemplated by this Agreement; (5) any warranty, damage or similar claim made against the Corporation for or arising from defects in any goods, materials, service or workmanship, in each case provided by the Corporation on or prior to the Closing Date for which the Corporation is or is alleged to be liable; and (6) all claims, demands, costs and expenses, including reasonable legal fees, in respect of the foregoing.

Indemnification by the Vendor. The It being understood that any claims for any reason and at any time in relation to this Agreement must be brought through this Article 7, the Vendor shall agrees to indemnify and save harmless the Purchaser and its affiliates (including the Corporation) and their respective representatives (each a "Purchaser Indemnity" and collectively, the "Purchaser Indemnities") harmless for and from: (1) from all debts and liabilities of the Corporation, including liabilities for any Taxes, existing at the Closing Time and not accrued or reserved for in the Financial Statements, except liabilities accruing Losses suffered or incurred subsequent to by the Statements Date Purchaser as a result of or arising directly out of or in the Ordinary Course of the Business, consistent with past practice and except liabilities disclosed in this Agreement or connection with: any Schedule; (2) all contingent liabilities which the Corporation becomes obligated to pay and which exist at the Closing Time whether or not disclosed or reflected in the Financial Statements, and whether or not breach by the Vendor or the Corporation, Corporation Schools of or any of them have notice thereof or of the facts or circumstances which give rise thereto; (3) any assessment for Taxes for any period up to the Closing Date for which no adequate reserve has been provided and disclosed in the Financial Statements; (4) any Loss, damages or deficiencies suffered by a Purchaser Indemnity as a result material inaccuracy of any breach of representation, representation or warranty or covenant on the part of the Vendor or the Corporation contained in this Agreement or in any agreement, certificate or other document delivered pursuant hereto, or any taxes which may be or become payable by the Vendor including any taxes resulting from or arising as a consequence of the sale by the Vendor to the Purchaser of the Shares herein contemplated. Notwithstanding any other provision hereof, in no event will the Vendor be liable to the Purchaser for consequential, punitive, special, incidental, indirect or contemplated similar damages based on, or arising out of, this Agreement or the rights or remedies that may be exercised by the Purchaser based on the representations, warranties, covenants and obligations of the Vendor contained in this Agreement; , and the Purchaser, to the fullest extent permitted by law, irrevocably waives any rights it may have to such damages. The Vendor will not be required to indemnify the Purchaser for Losses in excess of an amount equal to 50% of the Purchase Price (5“Indemnity Cap”) provided, however, that the Indemnity Cap will not apply to any warranty, damage or similar claim made against the Corporation for or arising from defects in any goods, materials, service or workmanship, in each case provided by the Corporation on or prior to the Closing Date Purchaser for which the Corporation is or is alleged to be liable; and (6) all claims, demands, costs and expenses, including reasonable legal fees, indemnification in respect of (A) fraud, intentional misrepresentation or wilful breach or misconduct or (B) breach or inaccuary of the foregoingrepresentations and warranties set out in Sections 3.1, 3.2, 3.3, 3.4, 3.5, and 3.6.

Indemnification by the Vendor. The Vendor shall indemnify and save harmless each of the Purchaser and Purchaser, its affiliates (including the Corporation) Affiliates and their respective representatives Representatives and shareholders (each a "collectively referred to as the “Purchaser Indemnity" Indemnified Parties”), net of any fees, costs or expenses reasonably incurred by Purchaser Indemnifying Parties in seeking indemnification hereunder, from and collectivelyagainst all Losses, the "Purchaser Indemnities") harmless for and from: (1) all debts and liabilities of the Corporation, including liabilities for any Taxes, existing at the Closing Time and not accrued or reserved for in the Financial Statements, except liabilities accruing or incurred subsequent to the Statements Date in the Ordinary Course of the Business, consistent with past practice and except liabilities disclosed in this Agreement or any Schedule; (2) all contingent liabilities which the Corporation becomes obligated to pay and which exist at the Closing Time whether or not disclosed arising due to third party claims that may be made or reflected in brought against the Financial StatementsPurchaser Indemnified Parties, and whether or not the Vendor that they may suffer or the Corporationincur, Corporation directly or any of them have notice thereof or of the facts or circumstances which give rise thereto; (3) any assessment for Taxes for any period up to the Closing Date for which no adequate reserve has been provided and disclosed in the Financial Statements; (4) any Lossindirectly, damages or deficiencies suffered by a Purchaser Indemnity as a result of or in connection with or relating to: (a) any misrepresentation or any incorrectness in or breach of representation, any representation or warranty or covenant on the part of the Vendor or the Corporation contained in this Agreement or in any certificate or other document delivered furnished by or on behalf of such Vendor pursuant to or contemplated by this Agreement; (5b) any warranty, damage non-fulfilment or similar claim made against breach of any covenant or agreement on the Corporation for part of the Purchaser contained in this Agreement or arising from defects in any goods, materials, service certificate or workmanship, other document furnished by or on behalf of the Purchaser pursuant to this Agreement; (c) defects or deficiencies in each case provided any Product manufactured or distributed by the Corporation on or Business prior to the Closing Date for which the Corporation is or is alleged to be liableDate; and (6d) all claimsthe Excluded Assets and Excluded Liabilities, demands, costs and expenses, including reasonable legal fees, in respect except to the extent such Excluded Asset or Excluded Liability is acquired or assumed by an Affiliate of the foregoingPurchaser. For greater certainty and without limiting the generality of the provisions of Section 7.2(a) and (b), the indemnity provided for in Section 7.2(c) shall extend to any Losses arising from any act, omission or state of facts that occurred or existed prior to the Closing Time, and whether or not disclosed in any Schedule to this Agreement. 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 remedy based upon such representation, warranty or covenant. For greater certainty, Section 7.2(c) shall not apply to any Losses suffered by a Purchaser Indemnified Party relating to amounts incorporated into the Closing Working Capital.

Indemnification by the Vendor. The In addition to any other indemnification provided by the Vendor contained in this Agreement and subject to this Article 7, the Vendor shall indemnify and save harmless the Purchaser and, to the extent named or involved in any Third Party Claim, the Purchaser Indemnitees from, and shall pay to the Purchaser and its affiliates (including the Corporation) and their respective representatives (each a "Purchaser Indemnity" and collectivelyIndemnitees, on demand, the "Purchaser Indemnities") harmless for amount of any and from: (1) all debts and liabilities Losses, as a result of or arising in connection with: any inaccuracy of or any breach of any representation or warranty made by the Corporation, including liabilities for any Taxes, existing at the Closing Time and not accrued or reserved for in the Financial Statements, except liabilities accruing or incurred subsequent to the Statements Date in the Ordinary Course of the Business, consistent with past practice and except liabilities disclosed Vendor in this Agreement or in any Schedule; (2) all contingent liabilities which the Corporation becomes obligated contract, agreement, instrument, certificate or other document delivered pursuant to pay and which exist at the Closing Time whether or not disclosed or reflected in the Financial Statementsthis Agreement, and whether or not the Vendor Purchaser relied on or the Corporation, Corporation or any had knowledge of them have notice thereof or of the facts or circumstances which give rise thereto; (3) any assessment for Taxes for any period up it; to the extent not performed or waived prior to Closing Date for which no adequate reserve has been provided and disclosed in any breach or non-performance by the Financial Statements; (4) any Loss, damages or deficiencies suffered by a Purchaser Indemnity as a result Vendor of any breach of representation, warranty covenant or covenant on the part of the Vendor or the Corporation other obligation contained in this Agreement or in any contract, agreement, instrument, certificate or document delivered other the operations of the Cylix Business or the ownership of the Purchased Assets up to the Effective Time; any damages, losses or legal costs incurred by the Purchaser arising from claims for (i) termination pay pursuant to the Employment Standards Act, 2000; (ii) damages for wrongful dismissal pursuant to the common law; or contemplated by this Agreement; (5iii) any warranty, damage or such other similar claim claims made against the Corporation for or arising from defects in any goods, materials, service or workmanshipPurchaser, in each case by employees of the Vendor who were employed by the Vendor prior to or following the Closing Date and whose employment is terminated by the Vendor prior to or following the Closing Date; defect or deficiencies in any product or component thereof or any services provided by the Corporation Vendor, in whole or in part, prior to the Closing Date; any Claim to which the Vendor is a party at any time on or prior to the Closing Date, or to which it becomes a party after the Closing Date arising from the fact or circumstances that existed at any time on or prior to the Closing Date; any breach or alleged breach of any Contract by the Vendor which occurred prior to the Closing Date or any such breach which occurs after the Closing Date but arises out of a continuation of a course of conduct which commenced prior to the Closing Date; and any Claim by any Person for which the Corporation is brokerage or is 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 their behalf) in connection with the Transactions. For greater certainty, the Share Recipients shall be liable; and (6) all claimsunder no obligation to indemnify the Purchaser, demands, costs and expenses, including reasonable legal fees, in respect other than the obligation of the foregoingManager to indemnify the Purchaser pursuant to the Management Agreement.

Indemnification by the Vendor. The In addition to any other indemnification provided by the Vendor contained in this Agreement and subject to this Article 7, the Vendor shall indemnify and save harmless the Purchaser and, to the extent named or involved in any Third Party Claim, the Purchaser Indemnitees from, and shall pay to the Purchaser and its affiliates (including the Corporation) and their respective representatives (each a "Purchaser Indemnity" and collectivelyIndemnitees, on demand, the "Purchaser Indemnities") harmless for amount of any and fromall Losses, as a result of or arising in connection with: (1a) all debts and liabilities any inaccuracy of or any breach of any representation or warranty made by the Corporation, including liabilities for any Taxes, existing at the Closing Time and not accrued or reserved for in the Financial Statements, except liabilities accruing or incurred subsequent to the Statements Date in the Ordinary Course of the Business, consistent with past practice and except liabilities disclosed Vendor in this Agreement or in any Schedule; (2) all contingent liabilities which the Corporation becomes obligated contract, agreement, instrument, certificate or other document delivered pursuant to pay and which exist at the Closing Time whether or not disclosed or reflected in the Financial Statementsthis Agreement, and whether or not the Vendor Purchaser relied on or the Corporation, Corporation or any had knowledge of them have notice thereof or of the facts or circumstances which give rise theretoit; (3b) any assessment for Taxes for any period up to the extent not performed or waived prior to Closing Date for which no adequate reserve has been provided and disclosed in any breach or non-performance by the Financial Statements; (4) any Loss, damages or deficiencies suffered by a Purchaser Indemnity as a result Vendor of any breach of representation, warranty covenant or covenant on the part of the Vendor or the Corporation other obligation contained in this Agreement or in any contract, agreement, instrument, certificate or other document delivered pursuant to or contemplated by this Agreement; (5c) the operations of the Ehave Connect Business or the ownership of the Purchased Assets up to the Effective Time, except to the extent it constitutes an Assumed Liability; (d) any warrantyof the Excluded Liabilities, damage including any alleged responsibility of the Purchaser in respect thereof; (e) defect or similar claim made against the Corporation for or arising from defects deficiencies in any goods, materials, service product or workmanship, in each case component thereof or any services provided by the Corporation Vendor, in whole or in part, prior to the Closing Date; (f) any Claim to which the Vendor is a party at any time on or prior to the Closing Date, or to which it becomes a party after the Closing Date for arising from the fact or circumstances that existed at any time on or prior to the Closing Date; (g) any breach or alleged breach of any Contract by the Vendor which occurred prior to the Corporation is Closing Date or is alleged any such breach which occurs after the Closing Date but arises out of a continuation of a course of conduct which commenced prior to be liablethe Closing Date; and (6h) all claims, demands, costs and expenses, including reasonable legal 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 their behalf) in respect of connection with the foregoingTransactions.

Indemnification by the Vendor. The Subject to Section 3.3, the Vendor shall indemnify and save the Purchaser and its affiliates (including the Corporation) and their respective representatives (each a "Purchaser Indemnity" and collectively, the "Purchaser Indemnities") harmless for and from: (1) all debts and liabilities of the Corporation, including liabilities for any Taxes, existing at the Closing Time and not accrued disclosed on or reserved for included in the Financial Statements, except liabilities accruing or incurred subsequent to the Financial Statements Date in the Ordinary Course ordinary course of the Business, consistent with past practice and except liabilities disclosed in this Agreement or any Schedule; (2) all contingent liabilities which the Corporation becomes obligated to pay and which exist at the Closing Time whether or not disclosed or reflected in the Financial Statements, and whether or not the Vendor or the Corporation, Corporation or any of them have notice thereof or of the facts or circumstances which give rise thereto; (3) any assessment for Taxes for any period up to the Closing Date for which no adequate reserve has been provided and disclosed in the Financial Statements; (4) any Lossloss, damages or deficiencies suffered by a the Purchaser Indemnity or by the Corporation as a result of any breach of representation, warranty or covenant on the part of the Vendor or the Corporation contained in this Agreement or in any certificate or document delivered pursuant to or contemplated by this Agreement; (5) any warranty, damage or similar claim made against the Corporation for or arising from defects in any goods, materials, service or workmanship, in each case provided by the Corporation on or prior to the Closing Date for which the Corporation is or is alleged to be liable; and (6) all claims, demands, costs and expenses, including reasonable legal fees, in respect of the foregoing.

Indemnification by the Vendor. The Subject to the provisions of this Article 8, the Vendor shall will indemnify and save the Purchaser and its affiliates (including the Corporation) and their respective representatives (each a "Purchaser Indemnity" and collectively, the "Purchaser Indemnities") harmless for and from: 8.1.1 any Loss as a result of, in respect of, connected with, or arising out of, under, or pursuant to: (1a) any breach or inaccuracy of any representation or warranty given by the Vendor contained in this Agreement or the certificate to be delivered pursuant to Section 5.3.1(a); (b) any failure of the Vendor to perform or fulfill any of its covenants or obligations under this Agreement; (c) any failure of the Vendor to transfer good and valid title to the Purchased Securities to the Purchaser, free and clear of all debts Encumbrances; and (d) any breach of Environmental Laws which relates to the property or operations of any of the Corporations in respect of any periods prior to the Closing Date; (e) any Release, presence, use, creation, transportation, storage or disposal of Hazardous Substances which relate to the property or assets of any of the Corporations in respect of any periods prior to the Closing Date; (f) any Taxes, including any penalty and interest thereon, relating to periods ended on or before the Closing Date including losses arising from any reassessment of Taxes; (g) any claim or order for any clean-up, restoration, transportation, storage or disposal of Hazardous Substances which relate to the property or operations of any the Corporations in respect of any periods prior to the Closing Date; (h) the Existing Claims; (i) any liabilities of the Corporation, including liabilities for any Taxes, existing at Corporation relating to periods prior to the Closing Time and Date that were not accrued (i) reflected or reserved for in the Financial Statements, except liabilities accruing or incurred subsequent to the Statements Date balance sheets included in the Ordinary Course of Annual Financial Statements (or as disclosed in the Business, consistent with past practice and except liabilities notes to such financial statements); (ii) reflected in the Final Statement; or (iii) disclosed in this Agreement or any Schedulethe Disclosure Letter; (2) all contingent liabilities which the Corporation becomes obligated to pay and which exist at the Closing Time whether or not disclosed or reflected in the Financial Statements, and whether or not the Vendor or the Corporation, Corporation or any of them have notice thereof or of the facts or circumstances which give rise thereto; (3j) any assessment for Taxes for any period up to Financial Lease Liabilities during the Closing Date for which no adequate reserve has been provided and disclosed in the Financial Statements; (4) any Loss, damages or deficiencies suffered by a Purchaser Indemnity as a result of any breach of representation, warranty or covenant on the part of the Vendor or the Corporation contained in this Agreement or in any certificate or document delivered pursuant to or contemplated by this Agreement; (5) any warranty, damage or similar claim made against the Corporation for or arising from defects in any goods, materials, service or workmanship, in each case provided by the Corporation on or prior to the Closing Date for which the Corporation is or is alleged to be liableEscrow Period; and (6k) all claims, demands, costs and expenses, including reasonable legal feesexpenses and the costs or expenses of preparing any necessary environmental assessment report or similar reports, in respect of the foregoing. 8.1.2 the Purchaser agrees and acknowledges that under no circumstances shall the collective, aggregate liability of the Vendor or its Affiliates pursuant to this Article 8 (except for the Existing Claims, Additional Excluded Liabilities and any Financial Lease Liabilities during the Escrow Period) exceed $300,000, (the “Indemnity Cap”), and the Purchaser further agrees that the Purchaser shall be solely responsible for any amounts that exceed such Indemnity Cap, however incurred and regardless of fault.