Common use of Indemnification by the Vendors Clause in Contracts

Indemnification by the Vendors. (a) Subject to the other terms of this Article 8, each Vendor agrees, individually and not jointly and severally, to indemnify Buyer and its Affiliates (including the Company after the Closing) and each of their respective Representatives, successors and assigns (collectively, the “Buyer Indemnitees”) and hold each of them harmless from and against and pay on behalf of or reimburse any such Buyer Indemnitees in respect of the entirety of any Loss which such Buyer Indemnitee suffers, sustains or becomes subject to, either directly or indirectly, as a result of, arising out of, relating to or in connection with: (i) any inaccuracy or breach of any representation or warranty of such Vendor contained in Article 2; or (ii) any breach of any covenant of such Vendor contained in this Agreement. Each Shareholder shall be responsible for one hundred percent (100%) (as opposed to such Vendor’s Pro-Rata Portion or Vendor’s Adjusted Pro-Rata Portion) of the Losses arising under this Section 8.2(a) and no other Vendor shall have any liability for the same. (b) Subject to the other terms of this Article 8, each Vendor agrees, severally (based on each Vendor’s Adjusted Pro-Rata Portion) and not jointly, to indemnify the Buyer Indemnitees and hold each of them harmless from and against and pay on behalf of or reimburse any such Buyer Indemnitees in respect of the entirety of any Loss which such Buyer Indemnitee suffers, sustains or becomes subject to, either directly or indirectly, as a result of, arising out of, relating to or in connection with: (i) any inaccuracy or breach of any representation or warranty of the Company contained in Article 3, other than the Key Company Reps or the Fundamental Company Reps; or (ii) any Company Transaction Expenses not set out in the Closing Payment Certificate. (c) Subject to the other terms of this Article 8, each Vendor agrees, severally (based on each Vendor’s Adjusted Pro-Rata Portion) and not jointly, to indemnify the Buyer Indemnitees and hold each of them harmless from and against and pay on behalf of or reimburse any such Buyer Indemnitees in respect of the entirety of any Loss which such Buyer Indemnitee suffers, sustains or becomes subject to, either directly or indirectly, as a result of, arising out of, relating to or in connection with any inaccuracy or breach of any representation or warranty of the Company contained in Sections 3.9 (Taxes) or 3.17 (Intellectual Property) (the “Key Company Reps”). (d) Subject to the other terms of this Article 8, each Vendor agrees, severally (based on each Vendor’s Pro-Rata Portion) and not jointly, to indemnify the Buyer Indemnitees and hold each of them harmless from and against and pay on behalf of or reimburse any such Buyer Indemnitees in respect of the entirety of any Loss which such Buyer Indemnitee suffers, sustains or becomes subject to, either directly or indirectly, as a result of, arising out of, relating to or in connection with any inaccuracy or breach of any Fundamental Company Reps.

Indemnification by the Vendors. (a) Subject The Primary Vendors agree to the other terms of this Article 8, each Vendor agrees, individually solidarily indemnify and not jointly and severally, to indemnify Buyer save harmless Saratoga and its Affiliates (including the Company after the Closing) directors, officers, agents and each of their respective Representatives, successors and assigns representatives (collectively, the “Buyer IndemniteesSaratoga Indemnified Persons”) and hold each of them harmless from and against and pay on behalf of all Losses suffered or reimburse any such Buyer Indemnitees in respect of incurred by the entirety of any Loss which such Buyer Indemnitee suffers, sustains or becomes subject to, either directly or indirectly, Saratoga Indemnified Persons as a result of, of or arising out of, relating to of or in connection with: : (i) any inaccuracy incorrectness in or breach of any representation or warranty of Abba Medix or the Primary Vendors contained in this Agreement (other than the representations and warranties set forth in Section 4.1 which are subject to Section 10.2(b)) or in any other agreement, certificate or instrument executed and delivered pursuant to this Agreement; (ii) any breach or any non-fulfilment of any solidary covenant or agreement on the part of Abba Medix or the Primary Vendors contained in this Agreement or in any other agreement, certificate or instrument executed and delivered pursuant to this Agreement; and (iii) any action, suit, claim, trial, demand, investigation, arbitration or other proceeding by any Person containing allegations which, if true, would constitute an event described in Sections 10.2(a)(i) and 10.2(a)(ii). (b) Each Vendor agrees to jointly (and not solidarily) indemnify and save harmless the Saratoga Indemnified Persons from all Losses suffered or incurred by the Saratoga Indemnified Persons as a result of or arising out of or in connection with: (i) any incorrectness in or breach of any representation or warranty of such Vendor contained in Article 2; Section 4.1 of this Agreement or in any other agreement, certificate or instrument executed and delivered pursuant to this Agreement; (ii) any breach or any non-fulfilment of any joint covenant or agreement on the part of such Vendor contained in this Agreement or in any other agreement, certificate or instrument executed and delivered pursuant to this Agreement. Each Shareholder shall be responsible for one hundred percent ; (100%iii) (as opposed to such Vendor’s Pro-Rata Portion any action, suit, claim, trial, demand, investigation, arbitration or Vendor’s Adjusted Pro-Rata Portion) of the Losses arising under this Section 8.2(aother proceeding by any Person containing allegations which, if true, would constitute an event described in Sections 10.2(b)(i) and no other Vendor shall have any liability for the same. (b) Subject to the other terms of this Article 8, each Vendor agrees, severally (based on each Vendor’s Adjusted Pro-Rata Portion) and not jointly, to indemnify the Buyer Indemnitees and hold each of them harmless from and against and pay on behalf of or reimburse any such Buyer Indemnitees in respect of the entirety of any Loss which such Buyer Indemnitee suffers, sustains or becomes subject to, either directly or indirectly, as a result of, arising out of, relating to or in connection with: (i) any inaccuracy or breach of any representation or warranty of the Company contained in Article 3, other than the Key Company Reps or the Fundamental Company Reps; or (ii) any Company Transaction Expenses not set out in the Closing Payment Certificate. (c) Subject to the other terms of this Article 8, each Vendor agrees, severally (based on each Vendor’s Adjusted Pro-Rata Portion) and not jointly, to indemnify the Buyer Indemnitees and hold each of them harmless from and against and pay on behalf of or reimburse any such Buyer Indemnitees in respect of the entirety of any Loss which such Buyer Indemnitee suffers, sustains or becomes subject to, either directly or indirectly, as a result of, arising out of, relating to or in connection with any inaccuracy or breach of any representation or warranty of the Company contained in Sections 3.9 (Taxes) or 3.17 (Intellectual Property) (the “Key Company Reps”10.2(b)(iii). (d) Subject to the other terms of this Article 8, each Vendor agrees, severally (based on each Vendor’s Pro-Rata Portion) and not jointly, to indemnify the Buyer Indemnitees and hold each of them harmless from and against and pay on behalf of or reimburse any such Buyer Indemnitees in respect of the entirety of any Loss which such Buyer Indemnitee suffers, sustains or becomes subject to, either directly or indirectly, as a result of, arising out of, relating to or in connection with any inaccuracy or breach of any Fundamental Company Reps.

Indemnification by the Vendors. (a) Subject The Vendors shall hold harmless and indemnify each of the Indemnitees from and against, and shall compensate and reimburse each of the Indemnitees for, any Damages which are directly or indirectly suffered or incurred by any of the Indemnitees or to which any of the other terms Indemnitees may otherwise become subject at any time (regardless of this Article 8, each Vendor agrees, individually and whether or not jointly and severally, such Damages relate to indemnify Buyer and its Affiliates (including the Company after the Closingany third-party claim) and each of their respective Representatives, successors and assigns (collectively, the “Buyer Indemnitees”) and hold each of them harmless from and against and pay on behalf of or reimburse any such Buyer Indemnitees in respect of the entirety of any Loss which such Buyer Indemnitee suffers, sustains or becomes subject to, either arise directly or indirectly, indirectly from or as a direct or indirect result of, arising out of, relating to or in connection are directly or indirectly connected with: : (i) any inaccuracy or breach Breach of any representation or warranty of such Vendor contained made by the Vendors in Article 2; this Agreement (without giving effect to any update to the Disclosure Schedule) or in the Closing Certificate; (ii) any breach Breach of any representation, warranty, statement, information or provision contained in the Disclosure Schedule or in any other document delivered or otherwise made available to the Purchaser or any of its Representatives by or on behalf of the Vendors or any of its Representatives; (iii) any Breach of any covenant of such Vendor contained in this Agreement. Each Shareholder shall be responsible for one hundred percent (100%) (as opposed to such Vendor’s Pro-Rata Portion or Vendor’s Adjusted Pro-Rata Portion) obligation of the Losses arising under this Section 8.2(a) and no other Vendor shall have any liability for the same.Vendors; (biv) Subject any Liability to which the Company or any of the other terms of this Article 8Indemnitees may become subject and that arises directly or indirectly from or relates directly or indirectly to any product manufactured or sold, each Vendor agreesor any service performed, severally (based on each Vendor’s Adjusted Pro-Rata Portion) and not jointly, to indemnify the Buyer Indemnitees and hold each of them harmless from and against and pay by or on behalf of the Company on or reimburse at any such Buyer Indemnitees time prior to the Closing Date; (v) any matter identified or referred to in respect Part 2.21 or Part 2.29 of the entirety of Disclosure Schedule; or (vi) any Loss which such Buyer Indemnitee suffers, sustains or becomes subject to, either Proceeding relating directly or indirectlyindirectly to any Breach, as a result ofalleged Breach, arising out of, relating Liability or matter of the type referred to or in connection with: clause "(i) any inaccuracy or breach of any representation or warranty of the Company contained in Article 3)", other than the Key Company Reps or the Fundamental Company Reps; or "(ii) any Company Transaction Expenses not set out in the Closing Payment Certificate. )", "(c) Subject to the other terms of this Article 8iii)", each Vendor agrees"(iv)", severally (based on each Vendor’s Adjusted Pro-Rata Portion) and not jointly, to indemnify the Buyer Indemnitees and hold each of them harmless from and against and pay on behalf of or reimburse any such Buyer Indemnitees in respect of the entirety of any Loss which such Buyer Indemnitee suffers, sustains or becomes subject to, either directly or indirectly, as a result of, arising out of, relating to or in connection with any inaccuracy or breach of any representation or warranty of the Company contained in Sections 3.9 (Taxes) or 3.17 (Intellectual Property) (the “Key Company Reps”). (d) Subject to the other terms of this Article 8, each Vendor agrees, severally (based on each Vendor’s Pro-Rata Portion) and not jointly, to indemnify the Buyer Indemnitees and hold each of them harmless from and against and pay on behalf of or reimburse any such Buyer Indemnitees in respect of the entirety of any Loss which such Buyer Indemnitee suffers, sustains or becomes subject to, either directly or indirectly, as a result of, arising out of, relating to or in connection with any inaccuracy or breach of any Fundamental Company Reps."

Indemnification by the Vendors. (a) Subject to the other terms of this Article 8, each Vendor agrees, individually and not The Vendors jointly and severally, severally covenant and agree with the Purchaser to indemnify Buyer and save harmless the Purchaser and its Affiliates (including parent, affiliates, and officers, employees, directors, agents and representatives of any of the Company after the Closing) and each of their respective Representativesforegoing, successors and assigns (collectively, the “Buyer Indemnitees”) and hold each of them harmless from and against and pay on behalf of any Claims brought against the Purchaser, or reimburse any such Buyer Indemnitees which it may suffer or incur in respect of the entirety of any Loss which such Buyer Indemnitee suffers, sustains or becomes subject to, either directly or indirectlyof, as a result of, or arising out of: (a) the nonfulfillment on the part of the Vendors, relating or any one of them, of the post-closing conditions set out in Sections 9.2, 9.4 and 9.13; (b) any nonfulfillment of any other covenant or agreement on the part of the Vendors, or any one or more of them, contained in this Agreement or any document or certificate given pursuant to or this Agreement; (c) the Entities’ activities in connection with: with the distribution and/or exploitation of the Library or any Titles on or prior to the Closing Date, including, without limitation, any breach or default under a Rights Agreement or License Agreement, (id) any inaccuracy or breach of any representation the representations or warranty of such Vendor contained warranties set out in Article 2; or Sections 4.7, 4.8, 4.13, and 4.22; (iie) any breach of any covenant of such Vendor contained in this Agreement. Each Shareholder shall be responsible for one hundred percent (100%) (as opposed to such Vendor’s Pro-Rata Portion or Vendor’s Adjusted Pro-Rata Portion) of the Losses arising under this Section 8.2(a) and no other Vendor shall have any liability for the same. (b) Subject to the other terms of this Article 8, each Vendor agrees, severally (based on each Vendor’s Adjusted Pro-Rata Portion) and not jointly, to indemnify the Buyer Indemnitees and hold each of them harmless from and against and pay on behalf of or reimburse any such Buyer Indemnitees in respect of the entirety of any Loss which such Buyer Indemnitee suffers, sustains or becomes subject to, either directly or indirectly, as a result of, arising out of, relating to or in connection with: (i) any inaccuracy or breach of any representation or warranty of the Company Vendors, or any one or more of them, contained in Article 3this Agreement or any document or certificate given pursuant to this Agreement, other than which has at the Key Company Reps or time of the Fundamental Company Reps; or (ii) any Company Transaction Expenses not set out in Claim survived the Closing Payment Certificate.hereof; and/or (f) the litigation described on Schedule 4.22 (subject to Section 9.12) and any other Claims the liability for which was transferred under the terms of the either of the Asset Transfer Agreements, in either case to the extent such Claims are not satisfied in a timely manner by Larchford or Bedmont, as applicable, provided, however, that with respect to any Claims arising out of any of the matters set forth in subsections (b), (c) Subject to and (e) above, the other terms of this Article 8, each Vendor agrees, severally (based on each Vendor’s Adjusted Pro-Rata Portion) and Vendors shall not jointly, be obligated to indemnify the Buyer Indemnitees Purchaser and hold each the Entity unless and until the aggregate amount of them harmless from and against and pay on behalf of or reimburse any such Buyer Indemnitees in respect of Claims is equal to at least $100,000, provided further that the entirety of any Loss which such Buyer Indemnitee suffers, sustains or becomes subject to, either directly or indirectly, as a result of, arising out of, relating to or in connection with any inaccuracy or breach of any representation or warranty of the Company contained in Sections 3.9 (Taxes) or 3.17 (Intellectual Property) (the “Key Company Reps”). (d) Subject to the other terms of this Article 8, each Vendor agrees, severally (based on each Vendor’s Pro-Rata Portion) and Vendors shall not jointly, be obligated to indemnify the Buyer Indemnitees and hold each Purchaser with respect to the first $50,000 of them harmless from and against and pay on behalf of or reimburse any such Buyer Indemnitees in respect of the entirety of any Loss which such Buyer Indemnitee suffers, sustains or becomes subject to, either directly or indirectly, as a result of, arising out of, relating to or in connection with any inaccuracy or breach of any Fundamental Company RepsClaims.

Indemnification by the Vendors. (a) Subject The Vendors shall hold harmless and indemnify each of the Indemnitees from and against, and shall compensate and reimburse each of the Indemnitees for, any Damages which are directly or indirectly suffered or incurred by any of the Indemnitees or to which any of the other terms Indemnitees may otherwise become subject at any time (regardless of this Article 8, each Vendor agrees, individually and whether or not jointly and severally, such Damages relate to indemnify Buyer and its Affiliates (including the Company after the Closingany third-party claim) and each of their respective Representatives, successors and assigns (collectively, the “Buyer Indemnitees”) and hold each of them harmless from and against and pay on behalf of or reimburse any such Buyer Indemnitees in respect of the entirety of any Loss which such Buyer Indemnitee suffers, sustains or becomes subject to, either arise directly or indirectly, indirectly from or as a direct or indirect result of, arising out of, relating to or in connection are directly or indirectly connected with: : (i) any inaccuracy or breach Breach of any representation or warranty of such Vendor contained made by the Vendors in Article 2; this Agreement (without giving effect to any update to the Disclosure Schedule) or in the Closing Certificate; (ii) any breach Breach of any representation, warranty, statement, information or provision contained in the Disclosure Schedule or in any other document delivered or otherwise made available to the Purchaser or any of its Representatives by or on behalf of the Vendors or any of its Representatives; (iii) any Breach of any covenant of such Vendor contained in this Agreement. Each Shareholder shall be responsible for one hundred percent (100%) (as opposed to such Vendor’s Pro-Rata Portion or Vendor’s Adjusted Pro-Rata Portion) obligation of the Losses arising under this Section 8.2(aVendors; (iv) any Liability to which the Company or any of the other Indemnitees may become subject and no that arises directly or indirectly from or relates directly or indirectly to any product manufactured or sold, or any service performed, by or on behalf of the Company on or at any time prior to the Closing Date; (v) any Liability to which the Company or any of the other Vendor shall have Indemnitees may become subject and that arises directly or indirectly from any liability for amendment to the sameCompany Returns. (bvi) Subject any matter identified or referred to the other terms of this Article 8, each Vendor agrees, severally (based on each Vendor’s Adjusted Pro-Rata Portion) and not jointly, to indemnify the Buyer Indemnitees and hold each of them harmless from and against and pay on behalf of in Part 2.21 or reimburse any such Buyer Indemnitees in respect Part 2.29 of the entirety of Disclosure Schedule; or (vii) any Loss which such Buyer Indemnitee suffers, sustains or becomes subject to, either Proceeding relating directly or indirectlyindirectly to any Breach, as a result ofalleged Breach, arising out of, relating Liability or matter of the type referred to or in connection with: clause "(i) any inaccuracy or breach of any representation or warranty of the Company contained in Article 3)", other than the Key Company Reps or the Fundamental Company Reps; or "(ii) any Company Transaction Expenses not set out in the Closing Payment Certificate. )", "(c) Subject to the other terms of this Article 8iii)", each Vendor agrees"(iv)", severally (based on each Vendor’s Adjusted Pro-Rata Portion) and not jointly, to indemnify the Buyer Indemnitees and hold each of them harmless from and against and pay on behalf of or reimburse any such Buyer Indemnitees in respect of the entirety of any Loss which such Buyer Indemnitee suffers, sustains or becomes subject to, either directly or indirectly, as a result of, arising out of, relating to or in connection with any inaccuracy or breach of any representation or warranty of the Company contained in Sections 3.9 (Taxes) or 3.17 (Intellectual Property) (the “Key Company Reps”). (d) Subject to the other terms of this Article 8, each Vendor agrees, severally (based on each Vendor’s Pro-Rata Portion) and not jointly, to indemnify the Buyer Indemnitees and hold each of them harmless from and against and pay on behalf of or reimburse any such Buyer Indemnitees in respect of the entirety of any Loss which such Buyer Indemnitee suffers, sustains or becomes subject to, either directly or indirectly, as a result of, arising out of, relating to or in connection with any inaccuracy or breach of any Fundamental Company Reps."

Indemnification by the Vendors. Each of the Vendors (aeach an "Indemnifying Party" and collectively the "Indemnifying Parties") Subject to shall for a period of one year from the other terms of this Article 8Closing Date, each Vendor agrees, individually and not jointly and severally, to indemnify Buyer indemnify, defend and its Affiliates (including the Company after the Closing) and hold harmless each of the Purchaser and the Company, and their respective Representativesofficers, successors directors, subsidiaries, agents, affiliates, and assigns employees (collectively, each an "Indemnified Party" and collectively the “Buyer Indemnitees”"Indemnified Parties") and hold each of them harmless from and against any and pay on behalf of or reimburse any such Buyer Indemnitees in respect of the entirety of any Loss which such Buyer Indemnitee suffersall Losses arising out of, sustains or becomes subject to, either directly or indirectly, as a result ofany misrepresentation or breach of or default in connection with any of the representations, arising warranties, covenants and agreements given or made by any of the Indemnifying Parties in this Agreement, the schedules hereto, or any certificate, instrument or document delivered by the Company pursuant to this Agreement and any liabilities of the Company not included on Schedule 1 hereto; provided that each Vendor's indemnification obligation hereunder shall be several and not joint to the extent Losses arise out of, relating to or in connection with: (i) any inaccuracy or breach of any representation or warranty of such Vendor contained in Article 2; or (ii) any breach of any covenant of such Vendor contained in this Agreement. Each Shareholder shall be responsible for one hundred percent (100%) (as opposed to such Vendor’s Pro-Rata Portion or Vendor’s Adjusted Pro-Rata Portion) of the Losses arising under this Section 8.2(a) and no other Vendor shall have any liability for the same. (b) Subject to the other terms of this Article 8, each Vendor agrees, severally (based on each Vendor’s Adjusted Pro-Rata Portion) and not jointly, to indemnify the Buyer Indemnitees and hold each of them harmless from and against and pay on behalf of or reimburse any such Buyer Indemnitees in respect of the entirety of any Loss which such Buyer Indemnitee suffers, sustains or becomes subject to, either directly or indirectly, as a result of, arising out of, relating to or in connection with: (i) any inaccuracy misrepresentation or breach of any representation or warranty of the Company contained in Article 3, other than the Key Company Reps default or the Fundamental Company Reps; or (ii) any Company Transaction Expenses not set out in the Closing Payment Certificate. (c) Subject to the other terms of this Article 8, each Vendor agrees, severally (based on each Vendor’s Adjusted Pro-Rata Portion) and not jointly, to indemnify the Buyer Indemnitees and hold each of them harmless from and against and pay on behalf of or reimburse any such Buyer Indemnitees in respect of the entirety of any Loss which such Buyer Indemnitee suffers, sustains or becomes subject to, either directly or indirectly, as a result of, arising out of, relating to or inaccuracy in connection with any inaccuracy of the representations, warranties, covenants and agreements given or breach made by any Vendor in his individual capacity in this Agreement, the schedules hereto, or any certificate, instrument or document delivered by any Vendor in his individual capacity pursuant to this Agreement. The total amount of Losses for which the Indemnified Parties shall be entitled to indemnification from the Indemnifying Parties shall not exceed the aggregate of all of the OCV Shares. The indemnification obligations contained in this Section 0 shall not apply if the Closing does not occur. Notwithstanding the above, nothing in this Agreement shall limit the liability of any representation or warranty of the Company contained Indemnifying Parties in Sections 3.9 (Taxes) the event that they commit fraud or 3.17 (Intellectual Property) (the “Key Company Reps”). (d) Subject to the other terms engage in wilful misconduct. The Purchaser shall act on behalf of, and as agent for, each Indemnified Party for purposes of this Article 8, each Vendor agrees, severally (based on each Vendor’s Pro-Rata Portion) and not jointly, to indemnify the Buyer Indemnitees and hold each of them harmless from and against and pay on behalf of or reimburse any such Buyer Indemnitees in respect of the entirety of any Loss which such Buyer Indemnitee suffers, sustains or becomes subject to, either directly or indirectly, as a result of, arising out of, relating to or in connection with any inaccuracy or breach of any Fundamental Company RepsSection 17.

Indemnification by the Vendors. (a) Subject In addition to any other indemnification provided by the Vendors contained in this Agreement and subject to this Article 10, the Vendors shall jointly and severally indemnify and save harmless the Purchaser, the Corporation and, to the other terms of this Article 8, each Vendor agrees, individually and not jointly and severally, to indemnify Buyer and its Affiliates (including the Company after the Closing) and each of their respective Representatives, successors and assigns (collectivelyextent named or involved in any Third Party Claim, the “Buyer Purchaser Indemnitees from, and shall pay in cash to the Purchaser, the Corporation and the Purchaser Indemnitees”) and hold each of them harmless from and against and pay , on behalf of or reimburse any such Buyer Indemnitees in respect of demand, the entirety amount of any Loss which such Buyer Indemnitee suffers, sustains or becomes subject to, either directly or indirectlyand all Losses, as a result of, of or arising out of, relating to or in connection with: : (i) any inaccuracy of or any breach of any representation or warranty made by any of such Vendor contained the Vendors in Article 2; this Agreement or in any contract, agreement, instrument, certificate or other document delivered pursuant to this Agreement, whether or not the Purchaser relied on or had knowledge of it; (ii) any breach or non-performance by any of the Vendors of any covenant of such Vendor or other obligation contained in this Agreement or in any contract, agreement, instrument, certificate or other document delivered pursuant to this Agreement. Each Shareholder shall be responsible ; (iii) any Claim by any Person for one hundred percent 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 Vendors or the Corporation (100%or any Person acting on their behalf) (as opposed to such Vendor’s Pro-Rata Portion or Vendor’s Adjusted Pro-Rata Portion) of in connection with the Losses arising transactions under this Section 8.2(a) and no other Vendor shall have any liability for the same.Agreement; (biv) Subject to any Taxes (including without limitation any corporate income tax, sales tax and related interest and penalties) payable by the other terms of this Article 8, each Vendor agrees, severally (based on each Vendor’s Adjusted Pro-Rata Portion) and not jointly, to indemnify the Buyer Indemnitees and hold each of them harmless from and against and pay on behalf of or reimburse any such Buyer Indemnitees Corporation in respect of the entirety of any Loss which such Buyer Indemnitee suffers, sustains Pre-Closing Tax Period or becomes subject to, either directly or indirectly, as a result of, arising out of, relating to of or in connection with: (i) with or related in any manner whatsoever to any breach of, or inaccuracy or breach of in, any representation or warranty of the Company either Vendor contained in Article 3this Agreement or in any agreement, certificate or other than document delivered pursuant hereto; (v) any costs or expenses in relation to an objection or appeal by the Key Company Reps Purchaser, the Corporation or the Fundamental Company Reps; Vendors of any assessment or (ii) reassessment by the CRA, Alberta Treasury or any Company Transaction Expenses not set out in the Closing Payment Certificate. (c) Subject to the other terms of this Article 8, each Vendor agrees, severally (based on each Vendor’s Adjusted Pro-Rata Portion) and not jointly, to indemnify the Buyer Indemnitees and hold each of them harmless from and against and pay on behalf of or reimburse any such Buyer Indemnitees taxation authority in respect of the entirety any Taxes described in Section 10.1(a)(iv); (vi) any breach or non-performance by either Vendor of any Loss which such Buyer Indemnitee suffers, sustains or becomes subject to, either directly or indirectly, as a result of, arising out of, relating covenant to be performed by it that is contained in this Agreement or in connection with any inaccuracy agreement, certificate or breach of any representation or warranty other document delivered pursuant hereto; (vii) the operations of the Company contained in Sections 3.9 (Taxes) Business or 3.17 (Intellectual Property) (the “Key Company Reps”).ownership of the Assets up to the Time of Closing; and (dviii) Subject any Claim to which the Vendor is a party at any time on or prior to the other terms of this Article 8Closing Date, each Vendor agrees, severally (based or to which it becomes a party after the Closing Date arising from the fact or circumstances that existed at any time on each Vendor’s Pro-Rata Portion) and not jointly, or prior to indemnify the Buyer Indemnitees and hold each of them harmless from and against and pay on behalf of or reimburse any such Buyer Indemnitees in respect of the entirety of any Loss which such Buyer Indemnitee suffers, sustains or becomes subject to, either directly or indirectly, as a result of, arising out of, relating to or in connection with any inaccuracy or breach of any Fundamental Company RepsClosing Date.

Indemnification by the Vendors. Each of the Vendors agrees to indemnify, save harmless and hereby indemnifies and holds harmless the Purchaser, its permitted assigns, and, after the Time of Closing, the Corporation, and the directors, officers, employees, agents and representatives of each of the foregoing (all such persons other than the Purchaser, collectively, the "PURCHASER'S REPRESENTATIVES"), from all Losses suffered or incurred by the Purchaser or the Purchaser's Representatives as a result of or arising directly or indirectly out of or in connection with (and in the case of indemnification for matters described in subsections 10.1(b), notwithstanding any disclosure in this Agreement or in any agreement, certificate or other document delivered pursuant hereto): (a) Subject to the other terms of this Article 8, each Vendor agrees, individually and not jointly and severally, to indemnify Buyer and its Affiliates (including the Company after the Closing) and each of their respective Representatives, successors and assigns (collectively, the “Buyer Indemnitees”) and hold each of them harmless from and against and pay on behalf of or reimburse any such Buyer Indemnitees in respect breach by any of the entirety of any Loss which such Buyer Indemnitee suffers, sustains or becomes subject to, either directly or indirectly, as a result Vendors of, arising out of, relating to or in connection with: (i) any inaccuracy or breach of any representation or warranty of such Vendor contained in Article 2; or (ii) any breach of any covenant of such Vendor contained in this Agreement. Each Shareholder shall be responsible for one hundred percent (100%) (as opposed to such Vendor’s Pro-Rata Portion or Vendor’s Adjusted Pro-Rata Portion) of the Losses arising under this Section 8.2(a) and no other Vendor shall have any liability for the same. (b) Subject to the other terms of this Article 8, each Vendor agrees, severally (based on each Vendor’s Adjusted Pro-Rata Portion) and not jointly, to indemnify the Buyer Indemnitees and hold each of them harmless from and against and pay on behalf of or reimburse any such Buyer Indemnitees in respect of the entirety of any Loss which such Buyer Indemnitee suffers, sustains or becomes subject to, either directly or indirectly, as a result of, arising out of, relating to or in connection with: (i) any inaccuracy or breach of any representation or warranty of the Company Vendors contained in Article 3this Agreement or in any agreement, certificate or other than the Key Company Reps or the Fundamental Company Reps; or document delivered pursuant hereto; (iib) any Company Transaction Expenses not set out breach or non-performance by the Vendors of any covenant to be performed by him which is contained in the Closing Payment Certificate.this Agreement or in any agreement, certificate or other document delivered pursuant hereto; and (c) Subject to the other terms of this Article 8all claims, each Vendor agreesdemands, severally (based on each Vendor’s Adjusted Pro-Rata Portion) costs and not jointlyexpenses, to indemnify the Buyer Indemnitees and hold each of them harmless from and against and pay on behalf of or reimburse any such Buyer Indemnitees including reasonable legal fees, in respect of the entirety of any Loss which such Buyer Indemnitee suffers, sustains or becomes subject to, either directly or indirectly, as a result of, arising out of, relating foregoing. The Purchaser holds the foregoing indemnity to or the extent in connection with any inaccuracy or breach of any representation or warranty favour of the Company contained Purchaser's Representatives in Sections 3.9 (Taxes) or 3.17 (Intellectual Property) (trust and as agent for the “Key Company Reps”). (d) Subject Purchaser's Representatives so that they may enjoy and be entitled to the other terms of this Article 8, each Vendor agrees, severally (based on each Vendor’s Pro-Rata Portion) and not jointly, to indemnify the Buyer Indemnitees and hold each of them harmless from and against and pay on behalf of or reimburse any such Buyer Indemnitees in respect of the entirety of any Loss which such Buyer Indemnitee suffers, sustains or becomes subject to, either directly or indirectly, as a result of, arising out of, relating to or in connection with any inaccuracy or breach of any Fundamental Company Repsbenefit thereof.

Indemnification by the Vendors. (a) Subject Each Vendor shall severally indemnify as to the other terms of this Article 8, each Vendor agrees, individually himself or itself and not jointly to any other Vendor and severallysave harmless the Purchaser, its directors, officers, agents, employees and shareholders (collectively referred to indemnify Buyer and its Affiliates (including the Company after the Closing) and each of their respective Representatives, successors and assigns (collectively, as the “Buyer IndemniteesPurchaser Indemnified Parties”) and hold each of them harmless from and against and pay on behalf of all bona fide Claims, whether or reimburse any such Buyer Indemnitees in respect of not arising due to third party Claims, which may be made or brought against the entirety of any Loss Purchaser Indemnified Parties, or which such Buyer Indemnitee suffersthey may suffer or incur, sustains or becomes subject to, either directly or indirectly, indirectly as a result of, arising out of, relating to of or in connection with: with or relating to: (i) any inaccuracy non-fulfilment or breach of any covenant or agreement on the part of the applicable Vendor with respect to the particular representation or and warranty of such Vendor given by it contained in Article 2; this Agreement under Sections 4.5, 4.6, 4.9 and 4.10 and 4.12 (solely as it relates to the applicable Vendor), or in any certificate or other document furnished by or on behalf of the applicable Vendor pursuant to this Agreement; (ii) any breach of misrepresentation or any covenant of such Vendor contained incorrectness in this Agreement. Each Shareholder shall be responsible for one hundred percent (100%) (as opposed to such Vendor’s Pro-Rata Portion or Vendor’s Adjusted Pro-Rata Portion) of the Losses arising under this Section 8.2(a) and no other Vendor shall have any liability for the same. (b) Subject to the other terms of this Article 8, each Vendor agrees, severally (based on each Vendor’s Adjusted Pro-Rata Portion) and not jointly, to indemnify the Buyer Indemnitees and hold each of them harmless from and against and pay on behalf of or reimburse any such Buyer Indemnitees in respect of the entirety of any Loss which such Buyer Indemnitee suffers, sustains or becomes subject to, either directly or indirectly, as a result of, arising out of, relating to or in connection with: (i) any inaccuracy or breach of any representation or warranty of the Company applicable Vendor contained in Article 3this Agreement, under Sections 4.5, 4.6, 4.9 and 4.10 and 4.12 (solely as it relates to the applicable Vendor), or in any certificate or other than document furnished by or on behalf of the Key Company Reps applicable Vendor pursuant to this Agreement; Table of Contents (b) Subject to Section 10.1(c) and except for those matters for which each Vendor has agreed to indemnify as to his or the Fundamental Company Reps; or its own liability only contained in Section 10.1(a)(i) and (ii) any Company Transaction Expenses not set out in above, the Closing Payment Certificate. (c) Subject to Vendors shall indemnify and save harmless the other terms of this Article 8, each Vendor agrees, severally (based Purchaser Indemnified Parties on each Vendor’s Adjusted Pro-Rata Portion) and not jointly, to indemnify the Buyer Indemnitees and hold each of them harmless a several basis from and against and pay on behalf of all bona fide Claims, whether or reimburse any such Buyer Indemnitees in respect of not arising due to third party Claims, which may be made or brought against the entirety of any Loss Purchaser Indemnified Parties, or which such Buyer Indemnitee suffersthey may suffer or incur, sustains or becomes subject to, either directly or indirectly, as a result of, arising out of, relating to of or in connection with or relating to: (i) any inaccuracy non-fulfilment or breach of any covenant or agreement contained in this Agreement or in any certificate or other document furnished by or on behalf of the Corporation pursuant to this Agreement not referred to in Section 10.1(a)(i); (ii) any misrepresentation or any incorrectness in or breach of any representation or warranty contained in this Agreement or in any certificate or other document furnished by or on behalf of the Company contained Corporation pursuant to this Agreement not referred to in Sections 3.9 Section 10.1(a)(ii). and, without duplication: (Taxesiii) liability to third Persons and warranty obligations respecting products manufactured or 3.17 sold, or services provided, by the Corporation or any of the Subsidiaries prior to the Closing Date and not accrued in the Closing Date Financial Statements; (Intellectual Propertyiv) any liability for Taxes in respect of any taxation year or other period ended prior to the Closing Date, or any portion of a taxation year or other period up to and including the Closing Date, for which no adequate reserve has been provided and disclosed in the Balance Sheet, or the Closing Date Financial Statements; (v) all Environmental, Health and Safety Liabilities for which the “Key Company Reps”)Corporation or the Subsidiaries is liable, whenever and however arising, at any Real Property or at any other property currently or previously owned, leased or occupied by the Corporation or any of the Subsidiaries, all existing at Closing, even if discovered after Closing; (vi) any liability, whether former, present or future, of the Corporation or of any of the Subsidiaries arising in connection with the operation of the business of the Corporation or any of the Subsidiaries up to and including the Closing Date with respect to Section 4.32, other than obligations of the Corporation pursuant to any of the Contracts, Encumbrances, Software Contracts or other agreements or matters disclosed in Schedule 4.32; Table of Contents (vii) the amount of excess, obsolete or unused consolidated Inventories in excess of any reserve on the Closing Date Financial Statements, in accordance with Section 4.26 hereof; (viii) Notes 3 and 5; and (ix) any Claim under the Stock Option Plan. (dc) Subject The Vendors’ obligations under Section 10.1(a) and 10.1(b) shall be subject to the other terms following limitations: (i) they shall terminate on the date on which each representation and warranty of this Article 8the Vendors no longer survives as specified under Section 6.2, each Vendor agrees, severally except with respect and solely to the extent of bona fide Claims by Purchaser Indemnified Parties set forth in written notices given by a Purchaser Indemnified Party to Vendors Representative and any of the applicable Vendors prior to the relevant specified date; (based ii) the aggregate indemnification payable by the Vendors on each Vendor’s Pro-Rata Portion) and not jointly, to indemnify the Buyer Indemnitees and hold each of them harmless from and against and pay on behalf of or reimburse any such Buyer Indemnitees a several basis in respect of all bona fide Claims, shall not exceed a maximum amount equal to the entirety Escrow Amount received by the applicable Vendor on a pro-rata basis proportionate to the amount of any Loss the Purchase Price otherwise payable to such Vendor out of the Escrow Amount, except with respect to Claims based on intentional misrepresentation or fraud or with respect to paragraphs 10.1(b)(iv), and (b)(vi), which such Buyer Indemnitee suffersshall be subject to the limitation set out in Section 10.1(c) below; (iii) the aggregate indemnification payable by the Vendors on a several basis in respect of all bona fide Claims based on intentional misrepresentation or fraud or with respect to paragraphs 10.1(b)(iv) and 10.1(b)(vi), sustains or becomes subject to, either directly or indirectly, as shall not exceed a result of, arising out of, relating maximum amount equal to or in connection with any inaccuracy or breach the Purchase Price received by the applicable Vendor on a pro-rata basis proportionate to the amount of any Fundamental Company Reps.Purchase Price received by the applicable Vendor. Note 3: Contains confidential information that could be seriously prejudicial to the interests of the EXFO Group. Note 5: Contains unnecessary information which is not affecting the overall understanding of the transaction and the related document. Table of Contents

Indemnification by the Vendors. (a) Subject to The Vendors and the other terms of this Article 8, each Vendor agrees, individually and not Corporation jointly and severally, severally agree to indemnify Buyer and save harmless the Purchaser, its Affiliates (including directors, officers, employees and agents, from all Losses suffered or incurred by the Company after the Closing) Purchaser, its directors, officers, employees and each of their respective Representatives, successors and assigns (collectively, the “Buyer Indemnitees”) and hold each of them harmless from and against and pay on behalf of or reimburse any such Buyer Indemnitees in respect of the entirety of any Loss which such Buyer Indemnitee suffers, sustains or becomes subject to, either directly or indirectlyagents, as a result of, of or arising directly or indirectly out of, relating to of or in connection with: : (i) any inaccuracy or breach of any representation or warranty of such Vendor contained in Article 2; or (iia) any breach of any covenant of such Vendor contained in this Agreement. Each Shareholder shall be responsible for one hundred percent (100%) (as opposed to such Vendor’s Pro-Rata Portion by the Vendors or Vendor’s Adjusted Pro-Rata Portion) of the Losses arising under this Section 8.2(a) and no other Vendor shall have any liability for the same. (b) Subject to the other terms of this Article 8, each Vendor agrees, severally (based on each Vendor’s Adjusted Pro-Rata Portion) and not jointly, to indemnify the Buyer Indemnitees and hold each of them harmless from and against and pay on behalf of or reimburse any such Buyer Indemnitees in respect of the entirety of any Loss which such Buyer Indemnitee suffers, sustains or becomes subject to, either directly or indirectly, as a result Corporation of, arising out of, relating to or in connection with: (i) any inaccuracy or breach of any representation or warranty of the Company Vendors or the Corporation contained in Article 3this Agreement or in any agreement, certificate or other than document delivered pursuant hereto; (b) any breach or non-performance by the Key Company Reps Vendors or the Fundamental Company Reps; Corporation of any covenant to be performed by it which is contained in this Agreement or (ii) in any Company Transaction Expenses not set out in the Closing Payment Certificate.agreement, certificate or other document delivered pursuant hereto; (c) Subject the failure of the Vendors to the other terms perform any of this Article 8, each Vendor agrees, severally (based on each Vendor’s Adjusted Pro-Rata Portion) and not jointly, their obligations relating to indemnify the Buyer Indemnitees and hold each of them harmless from and against and pay on behalf of or reimburse any such Buyer Indemnitees in respect of the entirety of any Loss which such Buyer Indemnitee suffersCorporation not assumed by the Purchaser pursuant to this Agreement, sustains or becomes subject to, either directly arising under contracts or indirectly, as a result of, arising out of, other agreements assumed by the Purchaser pursuant to this Agreement but relating to or in connection with any inaccuracy arising out of action or breach of any representation or warranty inaction of the Company contained in Sections 3.9 (Taxes) or 3.17 (Intellectual Property) (Vendors and relating to events which occurred prior to the “Key Company Reps”).Closing Date; (d) Subject any use of the Corporation's assets or the operations of the Business up to the other terms Time of this Article 8Closing; and (e) all claims, each Vendor agreesdemands, severally (based on each Vendor’s Pro-Rata Portion) costs and not jointlyexpenses, to indemnify the Buyer Indemnitees and hold each of them harmless from and against and pay on behalf of or reimburse any such Buyer Indemnitees including legal fees, in respect of the entirety foregoing. provided, however, that the Purchaser shall not be entitled to indemnification pursuant to this clause unless and until the sum of (a) the Losses and (b) the aggregate amount of Estimated Reduction, if any, exceeds Cdn $100,000 in the aggregate (the "Deductible"); and provided further that thereafter, subject to section 10.3 the Purchaser shall be entitled to indemnification in respect of all Losses in excess of the Deductible up to but not exceeding the Purchase Price. Notwithstanding the fact that (i) a representation or warranty may have been made jointly and severally by the Vendors and the Corporation or a covenant may constitute a joint and several obligation of the Vendors and the Corporation and (ii) under this section 10.1 the Vendors and -49- the Corporation jointly and severally agree to indemnify the Purchaser, effective on completion of the Closing the liability of the Corporation under this Agreement in respect of covenants, representations and warranties made in favour of the Purchaser shall be released and terminated without in any Loss which such Buyer Indemnitee suffersway affecting or diminishing the liability of the Vendors to the Purchaser (including, sustains or becomes subject but not limited to, a breach by either directly the Vendors or indirectlythe Corporation of their respective covenants, as a result ofrepresentations or warranties made in favour of the Purchaser). To the extent the Vendors are called upon to indemnify the Purchaser pursuant to this Agreement, arising out of, relating the Vendors shall have no right to or claim against the Corporation for contribution in connection with any inaccuracy or breach respect of any Fundamental Company Repssuch indemnification.

Indemnification by the Vendors. (a) Subject The Vendors shall hold harmless and indemnify each of the Indemnitees from and against, and shall compensate and reimburse each of the Indemnitees for, any Damages which are directly or indirectly suffered or incurred by any of the Indemnitees or to which any of the other terms Indemnitees may otherwise become subject at any time (regardless of this Article 8, each Vendor agrees, individually and whether or not jointly and severally, such Damages relate to indemnify Buyer and its Affiliates (including the Company after the Closingany third-party claim) and each of their respective Representatives, successors and assigns (collectively, the “Buyer Indemnitees”) and hold each of them harmless from and against and pay on behalf of or reimburse any such Buyer Indemnitees in respect of the entirety of any Loss which such Buyer Indemnitee suffers, sustains or becomes subject to, either arise directly or indirectly, indirectly from or as a direct or indirect result of, arising out of, relating to or in connection are directly or indirectly connected with: : (i) any inaccuracy or breach Breach of any representation or warranty of such Vendor contained made by the Vendors in Article 2; this Agreement (without giving effect to any update to the Disclosure Schedule) or in the Closing Certificate; (ii) any breach Breach of any representation, warranty, statement, information or provision contained in the Disclosure Schedule -44- 50 or in any other document delivered or otherwise made available to the Purchaser or any of its Representatives by or on behalf of the Vendors or any of its Representatives; (iii) any Breach of any covenant of such Vendor contained in this Agreement. Each Shareholder shall be responsible for one hundred percent (100%) (as opposed to such Vendor’s Pro-Rata Portion or Vendor’s Adjusted Pro-Rata Portion) obligation of the Losses arising under this Section 8.2(a) and no other Vendor shall have any liability for the same.Vendors; (biv) Subject any Liability to which the Company or any of the other terms of this Article 8Indemnitees may become subject and that arises directly or indirectly from or relates directly or indirectly to any product manufactured or sold, each Vendor agreesor any service performed, severally (based on each Vendor’s Adjusted Pro-Rata Portion) and not jointly, to indemnify the Buyer Indemnitees and hold each of them harmless from and against and pay by or on behalf of the Company on or reimburse at any such Buyer Indemnitees time prior to the Closing Date; (v) any matter identified or referred to in respect Part 2.21 or Part 2.29 of the entirety of Disclosure Schedule; or (vi) any Loss which such Buyer Indemnitee suffers, sustains or becomes subject to, either Proceeding relating directly or indirectlyindirectly to any Breach, as a result ofalleged Breach, arising out of, relating Liability or matter of the type referred to or in connection with: clause "(i) any inaccuracy or breach of any representation or warranty of the Company contained in Article 3)", other than the Key Company Reps or the Fundamental Company Reps; or "(ii) any Company Transaction Expenses not set out in the Closing Payment Certificate. )", "(c) Subject to the other terms of this Article 8iii)", each Vendor agrees"(iv)", severally (based on each Vendor’s Adjusted Pro-Rata Portion) and not jointly, to indemnify the Buyer Indemnitees and hold each of them harmless from and against and pay on behalf of or reimburse any such Buyer Indemnitees in respect of the entirety of any Loss which such Buyer Indemnitee suffers, sustains or becomes subject to, either directly or indirectly, as a result of, arising out of, relating to or in connection with any inaccuracy or breach of any representation or warranty of the Company contained in Sections 3.9 (Taxes) or 3.17 (Intellectual Property) (the “Key Company Reps”). (d) Subject to the other terms of this Article 8, each Vendor agrees, severally (based on each Vendor’s Pro-Rata Portion) and not jointly, to indemnify the Buyer Indemnitees and hold each of them harmless from and against and pay on behalf of or reimburse any such Buyer Indemnitees in respect of the entirety of any Loss which such Buyer Indemnitee suffers, sustains or becomes subject to, either directly or indirectly, as a result of, arising out of, relating to or in connection with any inaccuracy or breach of any Fundamental Company Reps."

Indemnification by the Vendors. (a) Subject to the other terms of this Article 8, each Vendor agrees, individually and not The Vendors shall jointly and severallyseverally indemnify and save harmless the Purchaser, to indemnify Buyer and its Affiliates (including the Company after the Closing) and each of their respective Representativeson an after-Tax basis, successors and assigns (collectively, the “Buyer Indemnitees”) and hold each of them harmless from and against and pay on behalf of all Claims which may be made or reimburse any such Buyer Indemnitees in respect of brought against the entirety of any Loss Purchaser, or which such Buyer Indemnitee suffers, sustains the Purchaser may suffer or becomes subject to, either directly or indirectlyincur, as a result of, arising out of, relating to of or in connection with: with or relating to: (i) any inaccuracy non-fulfilment or breach of any covenant or agreement on the part of any of the Vendors contained in this Agreement, other than Section 9.11; and (ii) other than with respect to Sections 3.8(b) and (c), any misrepresentation or any incorrectness in or breach of any representation or warranty of such Vendor contained in Article 2; or (ii) any breach of any covenant of such Vendor contained in this Agreement. Each Shareholder shall be responsible for one hundred percent (100%) (as opposed Agreement or in any Transfer Conditions Letter or in any certificate furnished by the Vendor pursuant to this Agreement whether or not the Purchaser has discovered or could have discovered such Vendor’s Pro-Rata Portion misrepresentation or Vendor’s Adjusted Pro-Rata Portion) of the Losses arising under this Section 8.2(a) and no other Vendor shall have any liability for the sameincorrectness or breach before Closing. (b) Subject to The Vendors shall jointly and severally indemnify and save harmless the other terms of this Article 8Purchaser, each Vendor agreeson an after-Tax basis, severally (based on each Vendor’s Adjusted Pro-Rata Portion) and not jointlyfor any Claims which may be made or brought against the Purchaser, to indemnify or which the Buyer Indemnitees and hold each of them harmless from and against and pay on behalf Purchaser may suffer or incur, as a result of or reimburse in connection with or relating to any misrepresentation or any incorrectness in or breach of the representation or warranty of CBHI or CBHII contained in Section 3.8(b) whether or not the Purchaser has discovered or could have discovered such Buyer Indemnitees misrepresentation or incorrectness or breach before Closing. Cameco shall indemnify and save harmless the Purchaser, on an after-Tax basis, for any Claim which may be made or brought against the Purchaser, or which the Purchaser may suffer or incur, as a result of or in connection with or relating to any misrepresentation or any incorrectness in or breach of the representation or Table of Contents warranty by Cameco in Section 3.8(c) in respect of the entirety of Shareholder Agreement whether or not the Purchaser has discovered or could have discovered such misrepresentation or incorrectness or breach before Closing. Cameco shall indemnify and save harmless OMERS, on an after-Tax basis, for any Loss Claim which such Buyer Indemnitee suffersmay be made or brought against OMERS, sustains or becomes subject to, either directly which OMERS may suffer or indirectlyincur, as a result of, arising out of, relating to of or in connection with: (i) with or relating to any inaccuracy misrepresentation or any incorrectness in or breach of any the representation or warranty by Cameco contained in Section 3.8(c) in respect of the Company contained in Article 3, other than the Key Company Reps Master Investment Agreement whether or the Fundamental Company Reps; not OMERS has discovered or (ii) any Company Transaction Expenses not set out in the Closing Payment Certificatecould have discovered such misrepresentation or incorrectness or breach before Closing. (c) Subject to The Vendors shall jointly and severally indemnify and save harmless the other terms of this Article 8Purchaser, each Vendor agreeson an after-Tax basis, severally (based on each Vendor’s Adjusted Pro-Rata Portion) and not jointly, to indemnify the Buyer Indemnitees and hold each of them harmless from and against and pay on behalf of any Claims which may be made or reimburse any such Buyer Indemnitees in respect of brought against the entirety of any Loss Purchaser, or which such Buyer Indemnitee suffers, sustains the Purchaser may suffer or becomes subject to, either directly or indirectlyincur, as a result of, arising out of, relating to of or in connection with any inaccuracy or relating to a breach of any representation or warranty of the Company contained failure to comply by CBHI or CBHII described in Sections 3.9 (Taxes9.11(a)(i) or 3.17 (Intellectual Property) (the “Key Company Reps”ii). (d) Subject to Each of CBHI and CBHII shall jointly and severally indemnify and save harmless the other terms of this Article 8Purchaser, each Vendor agreeson an after-Tax basis, severally (based on each Vendor’s Pro-Rata Portion) and not jointly, to indemnify the Buyer Indemnitees and hold each of them harmless from and against and pay on behalf any Claims which the Purchaser may suffer or incur as a result of or reimburse any such Buyer Indemnitees in connection with or relating to discharging or being called upon to discharge a liability retained by either or both of CBHI or CBHII described in Section 9.11(a)(iii) or (iv). (e) Cameco shall indemnify and save harmless the Purchaser, on an after-Tax basis, from and against all Claims which may be made or brought against the Purchaser, or which the Purchaser may suffer or incur, as a result of or in connection with or relating to a breach or failure to comply by Cameco described in Section 9.11(a)(v) in respect of the entirety of any Loss Shareholder Agreement. (f) Cameco shall indemnify and save harmless OMERS, on an after-Tax basis, from and against all Claims which such Buyer Indemnitee suffersmay be made or brought against the OMERS, sustains or becomes subject to, either directly which OMERS may suffer or indirectlyincur, as a result of, arising out of, relating to of or in connection with or relating to a breach or failure to comply by Cameco described in Section 9.11(a)(v) in respect of the Master Investment Agreement. Table of Contents (g) The Vendors’ obligations under Sections 10.1(a), (b), (c), (d), (e), and (f) shall be subject to the following limitations: (i) the obligations of the Vendors under Section 10.1(a)(ii) and Cameco under Sections 10.1(b) and 10.1(c) shall terminate on the date which is six years following the Closing Date, except with respect to bona fide Claims by the Purchaser set forth in written notices given by the Purchaser to the Vendors prior to such date; (ii) the obligations of the Vendors under Sections 10.1(a)(i), (b), (c), (d), (e) and (f) shall, subject to the limitation with respect to Cameco in Section 10.1(g)(i), survive indefinitely; (iii) the Vendors’ total liability shall not exceed the aggregate purchase price paid by the Purchaser for the Purchased Interests, except with respect to Claims arising or resulting from any inaccuracy or fraud of any Vendor; (iv) the Vendors shall not be liable to the Purchaser for any Claims until the aggregate amount of all such Claims incurred by the Purchaser exceeds $1,000,000, whereupon the applicable Vendor shall be liable for all such Claims including the $1,000,000, without deduction; (v) the obligations of Cameco under Section 10.1(b) and (c) shall not include Claims arising from the breach of CBHI or CBHII or both of them of 6.6(a) of the BPLP LPA; and (vi) no Claim shall be made for any Fundamental Company Repsliability of BPLP in existence at the Closing Date or arising thereafter except to the extent that the Purchaser suffers or incurs such Claim as a result of or in connection with or relating to discharging or being called upon to discharge a liability retained by CBHI or CBHII, or both, described in Section 9.11(a)(iii) or (iv).

Indemnification by the Vendors. (a) Subject to the other terms of this Article 8Section 5.4(a), each Vendor agreesshall severally, individually and not jointly and severally, to indemnify Buyer and its Affiliates (including the Company after the Closing) and save each of their respective Representativesthe Purchaser’s Indemnified Persons fully harmless against, successors and assigns (collectivelywill reimburse them for, the “Buyer Indemnitees”) and hold each any Damages suffered by or asserted against it or any of them harmless from and against and pay on behalf of or reimburse any such Buyer Indemnitees in respect of the entirety of any Loss which such Buyer Indemnitee suffersthem, sustains or becomes subject to, either directly or indirectly, as a result ofarising from, arising out of, relating to or in connection with: with or related to: (i) any inaccuracy incorrectness in or breach of any representation or warranty of such any Active Shareholder and/or Vendor contained in Article 2; or this Agreement; (ii) any breach or non-fulfilment of any covenant or obligation on the part of such any Vendor contained in this Agreement. Each Shareholder shall be responsible for one hundred percent ; and (100%iii) (as opposed any failure by any Vendor to such Vendor’s Pro-Rata Portion or Vendor’s Adjusted Pro-Rata Portion) transfer to the Purchaser good and valid title to the Purchased Shares, free and clear of all Liens other than those restrictions on transfer, if any, stated in the articles of the Losses arising under this Section 8.2(a) and no other Vendor shall have any liability for the sameCorporation. (b) Subject to the other terms of this Article 8Section 5.4(a), each Vendor agreesActive Shareholder shall severally, severally (based on each Vendor’s Adjusted Pro-Rata Portion) not jointly and not jointlyseverally, to indemnify the Buyer Indemnitees and hold save each of the Purchaser’s Indemnified Persons fully harmless against, and will reimburse them harmless from and for, any Damages suffered by or asserted against and pay on behalf it or any of or reimburse any such Buyer Indemnitees in respect of the entirety of any Loss which such Buyer Indemnitee suffersthem, sustains or becomes subject to, either directly or indirectly, as a result ofarising from, arising out of, relating to or in connection with: with or related to: (i) any inaccuracy Third Party Claim against the Corporation instituted prior to or breach after the Closing and whether or not disclosed in Schedule 3.1(40), which is based on an act or omission of any representation Vendor or warranty the Corporation that occurred or commenced prior to the Closing; (ii) any Taxes required to be paid by the Corporation relating to any taxation period ending on or before the Closing Date and the portion of any Taxes relating to any taxation period ending after the Closing Date that is attributable to the portion of that period ending on the Closing Date, except to the extent that those Taxes were included as a liability in the calculation of the Company contained in Article 3Net Closing Cash; and (iii) all debts or liabilities, other than contingent or otherwise, of the Key Company Reps or Corporation existing at the Fundamental Company RepsClosing Date, except to the extent that those debts and liabilities were disclosed on Schedule 3.1(20). (c) The rights to indemnification of the Purchaser’s Indemnified Persons under this Section 5.2 will apply notwithstanding (i) the Closing; or (ii) any Company Transaction Expenses not set out in the Closing Payment Certificate. (c) Subject to the other terms of this Article 8, each Vendor agrees, severally (based on each Vendor’s Adjusted Pro-Rata Portion) and not jointly, to indemnify the Buyer Indemnitees and hold each of them harmless from and against and pay investigation or knowledge acquired by or on behalf of or reimburse any such Buyer Indemnitees in respect of the entirety of any Loss which such Buyer Indemnitee suffers, sustains or becomes subject to, either directly or indirectly, as a result of, arising out of, relating to or in connection with any inaccuracy or breach of any representation or warranty of the Company contained in Sections 3.9 (Taxes) or 3.17 (Intellectual Property) (the “Key Company Reps”). (d) Subject Purchaser’s Indemnified Persons prior to the other terms of this Article 8, each Vendor agrees, severally (based on each Vendor’s Pro-Rata Portion) and not jointly, to indemnify the Buyer Indemnitees and hold each of them harmless from and against and pay on behalf of or reimburse any such Buyer Indemnitees in respect of the entirety of any Loss which such Buyer Indemnitee suffers, sustains or becomes subject to, either directly or indirectly, as a result of, arising out of, relating to or in connection with any inaccuracy or breach of any Fundamental Company RepsClosing.

Indemnification by the Vendors. (a) Subject to the other terms of this Article 8, each Vendor agrees, individually and not The Vendors shall jointly and severallyseverally indemnify and save harmless each of the Purchasers, to indemnify Buyer their respective directors, officers, agents, employees and its shareholders and Affiliates (including the Company after the Closing) and each of their respective Representatives, successors and assigns (collectively, collectively referred to as the “Buyer IndemniteesPurchaser Indemnified Parties”) and hold each of them harmless ), on an after-Tax basis, from and against and pay on behalf of all Claims which may be made or reimburse any such Buyer Indemnitees in respect of brought against the entirety of any Loss Purchaser Indemnified Parties, or which such Buyer Indemnitee suffersthey may suffer or incur, sustains or becomes subject to, either directly or indirectly, as a result of, arising out of, relating to of or in connection with: : (i) any inaccuracy non-fulfilment or breach of any covenant or agreement on the part of either of the Vendors contained in this Agreement or in any certificate or other document furnished by or on behalf of either of the Vendors pursuant to this Agreement; (ii) any misrepresentation or any incorrectness in or breach of any representation or warranty of such Vendor contained in Article 2; or (ii) any breach either of any covenant of such Vendor the Vendors contained in this Agreement. Each Shareholder shall be responsible for one hundred percent (100%) (as opposed to such Vendor’s Pro-Rata Portion , the Vendor Disclosure Schedule or Vendor’s Adjusted Pro-Rata Portion) in any certificate or other document furnished by or on behalf of either of the Losses arising under Vendors pursuant to this Agreement; (iii) any liabilities, debts and obligations, including Excluded Tax Liabilities, of either of the Vendors not forming part of the Assumed Liabilities; and (iv) the failure to obtain any necessary approvals, consents, waivers or modifications for any Restricted Rights referred to in Section 8.2(a) and no other Vendor shall have 2.4 including, without limitation, any liability for Claims relating to any resultant termination of any such Restricted Rights or any increase of obligations or decrease of rights or entitlements of the samePurchasers. (b) Subject to The Holdback shall be security for the other terms of this Article 8, each Vendor agrees, severally (based on each Vendor’s Adjusted Pro-Rata Portion) and not jointly, to indemnify Vendors’ obligations under Section 11.2(a). If the Buyer Indemnitees and hold each of them harmless from and against and pay on behalf of or reimburse any such Buyer Indemnitees in respect acquisition of the entirety of Business is consummated, recovery from the Holdback shall be the exclusive remedy under this Agreement for any Loss which such Buyer Indemnitee suffers, sustains breach or becomes subject to, either directly or indirectly, as a result of, arising out of, relating to or in connection with: (i) any inaccuracy or breach of any representation or warranty of the Company contained in Article 3, other than the Key Company Reps or the Fundamental Company Reps; or (ii) any Company Transaction Expenses not set out in the Closing Payment Certificate. (c) Subject to the other terms of this Article 8, each Vendor agrees, severally (based on each Vendor’s Adjusted Pro-Rata Portion) and not jointly, to indemnify the Buyer Indemnitees and hold each of them harmless from and against and pay on behalf of or reimburse any such Buyer Indemnitees in respect of the entirety of any Loss which such Buyer Indemnitee suffers, sustains or becomes subject to, either directly or indirectly, as a result of, arising out of, relating to or default in connection with any inaccuracy of the representations, warranties, covenants or breach agreements of the Vendors set forth in this Agreement, the Vendor Disclosure Schedule or any certificate delivered pursuant to this Agreement; provided, however, that (i) nothing in this Agreement shall limit the liability of the Vendors for any Claim based on intentional misrepresentation or fraud; and (ii) the liability of the Vendors based on the absence of, or deficiency in, the title of any representation or warranty of the Company contained in Sections 3.9 (Taxes) or 3.17 (Intellectual Property) (the “Key Company Reps”). (d) Subject Vendor to the other terms Purchased Assets shall be limited to the Purchase Price; and provided further, that the Vendors shall have no obligation to make any payment under this Section 11.2(b) with respect to any representation, warranty or covenant unless the aggregate amount to which the Purchasers are entitled by reason of all such claims exceeds or has exceeded $30,000, it being understood that once such amount is exceeded, the aggregate of all such Claims shall be payable in accordance with the provisions hereof. Notwithstanding anything to the contrary in this Article 8Agreement, each Vendor agrees, severally (based on each Vendor’s Pro-Rata Portion) and not jointly, to indemnify the Buyer Indemnitees and hold each of them harmless from and against and pay on behalf of any breach or reimburse any such Buyer Indemnitees in respect of the entirety of any Loss which such Buyer Indemnitee suffers, sustains or becomes subject to, either directly or indirectly, as a result of, arising out of, relating to or default in connection with any inaccuracy representations, warranties, covenants or breach of any Fundamental Company Reps.agreements set forth in Sections 2.3, 4.27, or 9.8 or otherwise related to Taxes shall not be subject to the limitations set forth in this Section 11.2(b)