Common use of Indemnification by the Vendor Clause in Contracts

Indemnification by the Vendor. 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 from and against any or all Losses suffered or incurred by the Purchaser as a result of: (a) any breach by the Vendor of any representation or warranty of the Vendor contained in this Agreement or in any of the Transaction Documents; (b) any breach or non-performance by the Vendor of any covenant to be performed by it which is contained in this Agreement or in any of the Transaction Documents; (c) any event with respect to the employment of or obligation to the Employees by the Vendor occurring prior to the Closing Date; (d) any Excluded Assets; and (e) any failure by the Vendor to pay, satisfy, discharge, perform or fulfil any of the Excluded Liabilities and non-compliance by the Vendor with the Bulk Sales Act (Ontario). Notwithstanding the foregoing, the Vendor shall not be required to indemnify or save harmless the Purchaser in respect of any Loss referred to in Section 11.1(a) or 11.1(b) unless the Purchaser shall have provided notice to the Vendor in accordance with Section 11.3 on or prior to the expiration of the applicable time period related to such representation or warranty set out in Section 7.1 or such covenant set out in Section 7.3.

Indemnification by the Vendor. Subject to the terms set forth in this Article 11 or as otherwise provided in this Agreement, the The Vendor agrees to indemnify indemnify, defend and save harmless the Purchaser and its Related Parties from all Claims and against any or all Losses suffered suffered, sustained, paid or incurred by the Purchaser and the Related Parties as a result ofof or arising, directly or indirectly, out of or in connection with: (a) any breach by the Vendor of of, or any inaccuracy of, any representation or warranty of the Vendor contained in this Agreement (disregarding all qualifications or limitation in the Vendor’s representations and warranties as to “material”, “Material” or “Material Adverse Effect”) (provided that the Vendor shall not be required to so indemnify or save harmless the Purchaser and its Related Parties in respect of any breach or inaccuracy of any representation or warranty unless the Purchaser shall have provided notice to the Vendor in accordance with Section 12.3 on or prior to the expiration of the Transaction Documents;applicable time period related to such representation and warranty); and (b) any breach or non-performance by the Vendor of any covenant to be performed by it which that is contained in this Agreement or in any agreement, certificate or other document executed and delivered by it pursuant hereto; provided that this indemnity shall not arise in the event the liability of the Transaction Documents; (cVendor does not apply under Section 4.1(d) any event with respect and provided further that this Section 12.1 is subject to the employment provisions of or obligation to the Employees by the Vendor occurring prior to the Closing Date; (d) any Excluded Assets; and (e) any failure by the Vendor to paySections 5.1, satisfy6.1, discharge6.2, perform or fulfil any of the Excluded Liabilities 6.3, and non-compliance by the Vendor with the Bulk Sales Act (Ontario). Notwithstanding the foregoing, the Vendor shall not be required to indemnify or save harmless the Purchaser in respect of any Loss referred to in Section 11.1(a) or 11.1(b) unless the Purchaser shall have provided notice to the Vendor in accordance with Section 11.3 on or prior to the expiration of the applicable time period related to such representation or warranty set out in Section 7.1 or such covenant set out in Section 7.312.11.

Indemnification by the Vendor. Subject to the terms set forth in of this Article 11 or as otherwise provided in this Agreement13, the Vendor agrees to indemnify and save harmless the Purchaser Purchasers from and against any or all Losses suffered or incurred by the Purchasers or any Purchaser as a result ofof or arising directly or indirectly out of or in connection with: (a) any breach by the Vendor or inaccuracy, in any material respect, of any representation or warranty of the Vendor contained in this Agreement or in any of the Transaction Documents; agreement, certificate or other document delivered pursuant hereto (b) any breach or non-performance by the Vendor of any covenant to be performed by it which is contained in this Agreement or in any of the Transaction Documents; (c) any event with respect to the employment of or obligation to the Employees by the Vendor occurring prior to the Closing Date; (d) any Excluded Assets; and (e) any failure by the Vendor to pay, satisfy, discharge, perform or fulfil any of the Excluded Liabilities and non-compliance by the Vendor with the Bulk Sales Act (Ontario). Notwithstanding the foregoing, provided that the Vendor shall not be required to indemnify or save harmless the Purchaser Purchasers in respect of any Loss referred to in Section 11.1(a) breach or 11.1(b) inaccuracy of any representation or warranty unless the a Purchaser shall have provided notice to the Vendor in accordance with Section 11.3 13.4 on or prior to the expiration of the applicable time period related to such representation or warranty as set out in Section 7.1 9.1); (b) any breach or non performance, in any material respect, by the Vendor of any covenant to be performed by it that is contained in this Agreement or in any agreement, certificate or other document delivered pursuant hereto; (c) any breaches of Canadian or United States Applicable Laws regarding export control requirements committed by the Purchased Businesses prior to Closing including ITAR; (d) any costs or losses incurred by the Purchaser of or related to, or arising out of, the SatNet Pension Plans including but not limited to the transfer to such covenant set out in Section 7.3plans; and (e) any of the Excluded Liabilities.

Indemnification by the Vendor. Subject to the terms set forth in this Article 11 or as otherwise provided in this Agreement11, the Vendor agrees to indemnify and save harmless the Purchaser, its Affiliates, and their respective directors, officers, agents, employees and shareholders (collectively referred to as the “Purchaser Indemnified Parties”) from and against any or all Losses suffered or incurred by the Purchaser Indemnified Parties as a result of: (a) any breach by the Vendor of any representation or warranty of the Vendor contained in this Agreement or in any of the Transaction DocumentsAgreement; (b) any breach or non-performance by the Vendor of any covenant to be performed by it which is contained in this Agreement or in any of the Transaction DocumentsAgreement; (c) any event with respect to the employment of Excluded Assets or obligation to the Employees by the Vendor occurring prior to the Closing Date; (d) any Excluded Assets; and (e) any failure by the Vendor to pay, satisfy, discharge, perform or fulfil any of the Excluded Liabilities and Liabilities; and (d) any claim arising out of the Bulk Sales Act (Ontario) or any non-compliance by the Vendor with Section 6 of the Bulk Retail Sales Tax Act (Ontario), except to the extent that such claim relates to the Assumed Liabilities. Notwithstanding the foregoing, the Vendor shall not be required to indemnify or save harmless the Purchaser Indemnified Parties in respect of any Loss referred to in Section 11.1(a) or Section 11.1(b) unless the a Purchaser Indemnified Party shall have provided notice to the Vendor in accordance with Section 11.3 on or prior to the expiration of the applicable time period related to such representation or warranty set out in Section 7.1 6.1 or such covenant set out in Section 7.36.3.

Indemnification by the Vendor. Subject In addition to the terms set forth other indemnities in this Article 11 or as otherwise provided in this Agreementfavour of the Purchaser contained herein, the Vendor covenants and agrees to indemnify and save hold harmless the Purchaser from and against any or all Losses suffered or incurred by the Purchaser as a result ofof or arising directly out of or in connection with: (a) any breach by the Vendor of or any inaccuracy of any representation or warranty of the Vendor contained in this Agreement or in any Schedule hereto (other than the Outsourcing Agreement, under which agreement the rights and remedies of the Transaction Documentsparties are solely as contained therein) or in any agreement, certificate or other document delivered pursuant hereto (provided that the Vendor shall not be required to indemnify or hold harmless the Purchaser in respect of any breach or inaccuracy of any representation or warranty unless the Purchaser shall have provided notice to the Vendor in accordance with section 11.3 on or prior to the expiration of the applicable time period related to such representation and warranty as set out in section 7.1); (b) any breach or non-performance by the Vendor of any covenant to be performed by it which that is contained in this Agreement or in any of the Transaction Documentsagreement, certificate or other document delivered pursuant hereto; (c) any event with respect to the employment of or obligation to the Employees by the Vendor occurring prior to the Closing Date; (d) any Excluded Assets; and (e) any failure by the Vendor to pay, satisfy, discharge, perform or fulfil any of the Excluded Liabilities and non-compliance by the Vendor with the Bulk Sales Act requirements of all applicable bulk sales legislation; (Ontario). Notwithstanding the foregoing, d) any non-compliance by the Vendor shall not be required to indemnify or save harmless the Purchaser in respect of at any Loss referred to in Section 11.1(a) or 11.1(b) unless the Purchaser shall have provided notice to the Vendor in accordance with Section 11.3 on or time prior to the expiration Time of Closing with the terms of the applicable time period related Collective Agreement; and (e) the Vendor's operation of the Purchased Businesses prior to such representation or warranty set out in Section 7.1 or such covenant set out in Section 7.3the Time of Closing (other than Assumed Liabilities).

Indemnification by the Vendor. Subject to the terms set forth in this Article 11 or as otherwise provided in this Agreement, the The Vendor agrees to indemnify and save harmless the Purchaser from and against any or all Losses suffered or incurred by the Purchaser as a result ofof or arising directly or indirectly out of or in connection with: (a) any breach by the Vendor of or any inaccuracy of any representation or warranty of the Vendor contained in this Agreement or in any of the Transaction Documentsagreement, certificate or other document delivered pursuant hereto; (b) any breach or non-performance by the Vendor or any of the Windjammer Companies of any covenant to be performed by it which them that is contained in this Agreement or in any of the Transaction Documentsagreement, certificate or other document delivered pursuant hereto; (c) all debts, liabilities or contracts whatsoever (whether accrued, absolute, contingent or otherwise) of any event with respect of the Windjammer Companies existing at the Time of Closing, and not disclosed on, provided for or included in the balance sheets forming part of the Financial Statements, except any liabilities related to the employment of or obligation to the Employees by the Vendor occurring prior to the Closing Datearising from any matter or thing: (i) disclosed in this Agreement or any Schedule hereto; (dii) any Excluded Assetsaccruing or incurred subsequent to February 28, 2001 in the ordinary course of the Business; andor (eiii) any failure by which are otherwise within the Vendor to pay, satisfy, discharge, perform or fulfil any knowledge of the Excluded Liabilities and non-compliance by the Vendor with the Bulk Sales Act (Ontario). Notwithstanding the foregoing, Purchaser; provided that the Vendor shall not be required to indemnify or save harmless the Purchaser in respect of any Loss referred to in Section 11.1(a) or 11.1(b) matter unless the Purchaser shall have provided notice to the Vendor in accordance with Section 11.3 on or prior to the expiration 9.3 within two (2) years of the applicable time period related to such representation or warranty set out in Section 7.1 or such covenant set out in Section 7.3Closing Date.