Common use of Indemnification by the Vendors Clause in Contracts

Indemnification by the Vendors. Subject to Section 3.4, the Vendors shall, jointly and severally, indemnify and save the Purchaser harmless for and from: (1) all debts and liabilities of MFI, including liabilities for any Taxes, existing at the Closing Time and not disclosed on or included in the Audited Financial Statements, as applicable, except liabilities accruing or incurred subsequent to December 31, 2014, as applicable, 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 MFI becomes obligated to pay and which exist at the Closing Time whether or not the Vendors or MFI have notice thereof or of the facts or circumstances which give rise thereto; (3) any liabilities in respect of the Lease; (4) any liabilities in respect of the Excluded Employees; (5) any assessment for Taxes for any period up to the Closing Date for which no adequate reserve has been provided and disclosed in the Audited Financial Statements, as applicable; (6) any loss or damages suffered by the Purchaser or by MFI as a result of any breach of representation, warranty or covenant on the part of the Vendors contained in this Agreement or in any document delivered pursuant to or contemplated by this Agreement; (7) any warranty, damage or similar claim made against MFI for or arising from defects in any goods, materials, service or workmanship, in each case provided by MFI on or prior to the Closing Date for which MFI is or is alleged to be liable; and (8) all claims, demands, costs and expenses, including legal fees, in respect of the foregoing.

Indemnification by the Vendors. (1) Subject to Section 3.4the provisions of this Article 7, the Vendors shall, jointly and severally, will indemnify and save harmless the Purchaser harmless for and fromthe directors, officers, employees and agents of the Purchaser (collectively, the “Purchaser Indemnitees”) from and against: (1a) all debts and liabilities of MFI, including liabilities for any Taxes, existing at the Closing Time and not disclosed on or included in the Audited Financial Statements, as applicable, except liabilities accruing or Claims incurred subsequent to December 31, 2014, as applicable, 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 MFI becomes obligated to pay and which exist at the Closing Time whether or not the Vendors or MFI have notice thereof or of the facts or circumstances which give rise thereto; (3) any liabilities in respect of the Lease; (4) any liabilities in respect of the Excluded Employees; (5) any assessment for Taxes for any period up to the Closing Date for which no adequate reserve has been provided and disclosed in the Audited Financial Statements, as applicable; (6) any loss or damages suffered by the Purchaser directly or by MFI as a result of indirectly resulting from any breach of representation, warranty or any covenant on the part of the Vendors contained in this Agreement or from any inaccuracy or misrepresentation in any document delivered pursuant to representation or contemplated by this Agreementwarranty set forth in Section 3.01; (7b) any warrantyTaxes owing or which may become owing by 1043497, damage Tri-Ad, C&W or similar claim made against MFI for Flex-Art in respect of any period ending on or arising from defects in any goods, materials, service or workmanshipbefore the date of the applicable Financial Statements, in each case provided excess of the amount of the provisions for Taxes in the balance sheet contained in the applicable Financial Statements; (c) any Taxes owing or which may become owing by MFI 1043497, Tri-Ad, C&W or Flex-Art in respect of any period commencing after the date of the applicable Financial Statements and ending on or prior to the Closing Date Date, to the extent attributable to the portion of such Tax period to and including the Closing Date, other than Taxes for which MFI is provisions have been made in the Financial Statements, Working Capital Statement or is alleged the Net Assets Statement (but only to be liablethe extent of the amount so provided for in the Financial Statements, Working Capital Statement or Net Assets Statement, as applicable); and (8) d) any Pre-Existing Liabilities. (2) Notwithstanding any of the other provisions of this Agreement, but subject to Section 7.04, the Vendors will not be liable to any Purchaser Indemnitee in respect of: (a) any Claim directly or indirectly resulting from any inaccuracy or misrepresentation in: (i) any representation and warranty of the Vendors set forth in Section 3.01(11) after the expiration of the relevant limitation period contained in the Tax Act, and any other legislation imposing Tax on 1043497, Tri-Ad, C&W or Flex-Art subsequent to the expiration of which an assessment, reassessment or other form or recognized document assessing liability for Tax for the period ended on the date of the applicable Financial Statements cannot be issued to 1043497, Tri-Ad, C&W or Flex-Art, except if such representation and warranty proves to be false as a result of any misrepresentation made or fraud committed in filing a return or supplying information for the purposes of the Tax Act or any other legislation imposing Tax on 1043497, Tri-Ad, C&W or Flex-Art in which case no time limit will apply; (ii) any representation of the Vendors set forth in Section 3.01(10) after 48 months from the Closing Date except in the case of fraud in which case not time limit will apply; or (iii) any other representation and warranty of the Vendors set forth in Section 3.01 after 36 months from the Closing Date except in the case of fraud in which case no time limit will apply; and (b) any inaccuracy or misrepresentation in any representation or warranty set forth in Section 3.01 unless and until the aggregate of all claimssuch Claims exceeds $25,000, demandsand then only to the extent that such aggregate exceeds such amount; and (c) any Claim after 36 months from the Closing Date except in the case of fraud, costs in which case no time limit will apply; and (d) any Claim in excess of the amount then available under the letters of credit delivered pursuant to Section 5.01(p), other than, in all cases, any Claim attributable to an inaccuracy or misrepresentation pertaining to Sections 3.01(1)(b) to 3.01(1)(l) inclusive, Section 3.01(10), Section 3.01(12)(b) and expenses(c) or fraud. For greater clarity, including legal feesin the event that the Purchaser brings an action in a court of competent jurisdiction against the Vendors during the term of the letters of credit for a Claim for which a final determination of the Vendors’ indemnity obligation under this Article 7 is not made until after the expiry of the letters of credit, the maximum amount for which the Vendors will be required to indemnify the Purchaser in respect of such Claim will be the foregoingamount available on the letters of credit (less any amount paid to the Purchaser in respect of other Claims to which this sentence applies) at their expiry and not zero by virtue of the fact that the letters of credit had expired prior to the determination.

Indemnification by the Vendors. Subject to Section 3.47.08, each of the Vendors shall, jointly and severally, agrees to indemnify and save harmless the Purchaser harmless for and from: (1) from all debts and liabilities of MFI, including liabilities for any Taxes, existing at the Closing Time and not disclosed on or included in the Audited Financial Statements, as applicable, except liabilities accruing Losses suffered or incurred subsequent to December 31, 2014, as applicable, 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 MFI becomes obligated to pay and which exist at the Closing Time whether or not the Vendors or MFI have notice thereof or of the facts or circumstances which give rise thereto; (3) any liabilities in respect of the Lease; (4) any liabilities in respect of the Excluded Employees; (5) any assessment for Taxes for any period up to the Closing Date for which no adequate reserve has been provided and disclosed in the Audited Financial Statements, as applicable; (6) any loss or damages suffered by the Purchaser or by MFI as a result of or arising directly or indirectly out of or in connection with: (a) any breach by such Vendor of representation, or any inaccuracy of any representation or warranty or covenant on the part of the Vendors such Vendor contained in this Agreement or in any agreement, certificate or other document delivered pursuant hereto (provided that no Vendor shall be required to indemnify or contemplated by this Agreement; (7) save harmless the Purchaser in respect of any warranty, damage breach or similar claim made against MFI for inaccuracy of any representation or arising from defects warranty unless the Purchaser shall have provided notice to such Vendor in any goods, materials, service or workmanship, in each case provided by MFI accordance with section 7.03 on or prior to the Closing Date for which MFI is expiration of the applicable time period related to such representation and warranty set out in section 6.01); (b) any breach or is alleged non-performance by such Vendor of any covenant to be liable; andperformed by it that is contained in this Agreement or in any agreement, certificate or other document delivered pursuant hereto; (8) c) all debts, liabilities or contracts whatsoever (whether accrued, absolute contingent or otherwise) of VLRL, TGF and Norbakco existing at the Time of Closing, including any liabilities for federal, provincial, sales excise, income, corporate or any other taxes of VLRL, TGF and Norbakco for any period up to and including the Time of Closing, and not disclosed on, provided for or included in the balance sheets forming part of the Financial Statements, except those liabilities accruing or incurred subsequent to the balance sheet date of such Financial Statements in the ordinary course of the TGF Business and the Norbakco Business, respectively; (d) any claims, demands, costs and expensesjudgments, including legal feesorders, duties imposed by law or by administrative action or other obligations or liabilities of any kind whatsoever suffered or incurred by VLRL, TGF or Norbakco in respect of pollution, contamination or other environmental matters, caused or arising or otherwise existing at or prior to the foregoingTime of Closing, whether or not disclosed in this Agreement or any Schedule hereto or otherwise known to the Purchaser or to its representatives or within the power of the Purchaser or its representatives to discover. Without limiting the obligations of contained above in this Section 7.01, Rhys further agrees to indemnify and save harmless the Purchaser from all Losses suffered or incurred by the Purchaser as a result of or arising directly or indirectly out of or in connection with: (a) all debts, liabilities or contracts whatsoever (whether accrued, absolute contingent or otherwise) of Rhysco existing at the Time of Closing, including any liabilities for federal, provincial, sales excise, income, corporate or any other taxes of Rhysco for any period up to and including the Time of Closing, and not disclosed on, provided for or included in the balance sheets forming part of the Financial Statements, except those liabilities accruing or incurred subsequent to the Closing Date in the ordinary course of the business of Rhysco or those liabilities that form part of the Purchased Loans; (b) any claims, demands, judgments, orders, duties imposed by law or by administrative action or other obligations or liabilities of any kind whatsoever suffered or incurred by Rhysco in respect of pollution, contamination or other environmental matters, caused or arising or otherwise existing at or prior to the Time of Closing, whether or not disclosed in this Agreement or any Schedule hereto or otherwise known to the Purchaser or to its representatives or within the power of the Purchaser or its representatives to discover. Without limiting the obligations of Xxxxxx contained above in this Section 7.01, Xxxxxx further agrees to indemnify and save harmless the Purchaser from all Losses suffered or incurred by the Purchaser as a result of or arising directly or indirectly out of or in connection with: (a) all debts, liabilities or contracts whatsoever (whether accrued, absolute contingent or otherwise) of Victorco existing at the Time of Closing, including any liabilities for federal, provincial, sales excise, income, corporate or any other taxes of Victorco for any period up to and including the Time of Closing, and not disclosed on, provided for or included in the balance sheets forming part of the Financial Statements, except those liabilities accruing or incurred subsequent to the Closing Date in the ordinary course of the business of Victorco or those liabilities that form part of the Purchased Loans; (b) any claims, demands, judgments, orders, duties imposed by law or by administrative action or other obligations or liabilities of any kind whatsoever suffered or incurred by Victorco in respect of pollution, contamination or other environmental matters, caused or arising or otherwise existing at or prior to the Time of Closing, whether or not disclosed in this Agreement or any Schedule hereto or otherwise known to the Purchaser or to its representatives or within the power of the Purchaser or its representatives to discover.

Indemnification by the Vendors. Subject to Section 3.47.02, each of the Vendors shall, jointly and severally, agrees to indemnify and save harmless the Purchaser harmless for and fromfrom all Losses suffered or incurred by the Purchaser as a result of or arising directly or indirectly out of or in connection with: (1a) any breach by such Vendor of or any inaccuracy of any representation or warranty of such Vendor contained in this Agreement or in any agreement, certificate or other document delivered pursuant hereto (provided that no Vendor shall be required to indemnify or save harmless the Purchaser in respect of any breach or inaccuracy of any representation or warranty unless the Purchaser shall have provided notice to such Vendor in accordance with section 7.03 on or prior to the expiration of the applicable time period related to such representation and warranty set out in section 6.01); (b) any breach or non-performance by such 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) all debts and debts, liabilities or contracts whatsoever (whether accrued, absolute contingent or otherwise) of MFI, including liabilities for any Taxes, the Corporation existing at the Closing Time Time, including any liabilities for federal, provincial, sales excise, income, corporate or any other taxes of the Corporation for any period up to and including the Closing Time, and not disclosed on on, provided for or included in the balance sheets forming part of the Audited Financial Statements, as applicable, except those liabilities disclosed in this Agreement or any Schedule hereto or accruing or incurred subsequent to December 31, 2014, as applicable, the balance sheet date of such Audited Financial Statements in the ordinary course of the Business; and (d) any claims, consistent with past practice and except demands, judgments, orders, duties imposed by law or by administrative action or other obligations or liabilities of any kind whatsoever suffered or incurred by the Corporation in respect of pollution, contamination or other environmental matters, caused or arising or otherwise existing at or prior to the Closing Time, whether or not disclosed in this Agreement or any Schedule; (2) all contingent liabilities which MFI becomes obligated Schedule hereto or otherwise known to pay and which exist at the Closing Time whether or not the Vendors or MFI have notice thereof or of the facts or circumstances which give rise thereto; (3) any liabilities in respect of the Lease; (4) any liabilities in respect of the Excluded Employees; (5) any assessment for Taxes for any period up to the Closing Date for which no adequate reserve has been provided and disclosed in the Audited Financial Statements, as applicable; (6) any loss or damages suffered by the Purchaser or by MFI as a result of any breach of representation, warranty to its representatives or covenant on within the part power of the Vendors contained in this Agreement Purchaser or in any document delivered pursuant its representatives to or contemplated by this Agreement; (7) any warranty, damage or similar claim made against MFI for or arising from defects in any goods, materials, service or workmanship, in each case provided by MFI on or prior to the Closing Date for which MFI is or is alleged to be liable; and (8) all claims, demands, costs and expenses, including legal fees, in respect of the foregoingdiscover.

Indemnification by the Vendors. 6.1.1 Subject to Section 3.43.4 and the limitations set forth in Section 6.12, each of the Vendors shallon a joint and solidary basis shall indemnify, jointly and severally, indemnify defend and save harmless the Purchaser harmless for and fromits Representatives from and against any and all Loss suffered or incurred by them, as a direct or indirect result of, or arising in connection with or related in any manner whatever to: (1a) all debts and liabilities any misrepresentation or breach of MFI, including liabilities for any Taxes, existing at warranty made or given by the Closing Time and not disclosed on or included Vendors in the Audited Financial Statements, as applicable, except liabilities accruing or incurred subsequent to December 31, 2014, as applicableSection 3.1 of this Agreement, in the ordinary course of the Business, consistent with past practice and except liabilities disclosed any Closing Document or in any other document delivered pursuant to this Agreement or any ScheduleClosing Document; (2) all contingent liabilities which MFI becomes obligated to pay and which exist at the Closing Time whether or not the Vendors or MFI have notice thereof or of the facts or circumstances which give rise thereto; (3b) any liabilities in respect of the Lease; (4) failure by any liabilities in respect of the Excluded Employees; (5) any assessment for Taxes for any period up to the Closing Date for which no adequate reserve has been provided and disclosed in the Audited Financial Statements, as applicable; (6) any loss or damages suffered by the Purchaser or by MFI as a result of any breach of representation, warranty or covenant on the part of the Vendors to observe or perform any covenant or obligation to be carried out prior to Closing contained in this Agreement Agreement, any Closing Document or in any document delivered pursuant to this Agreement or contemplated by this Agreementany Closing Document; (7c) any warrantyLiabilities to the Purchaser or the Corporation that may arise as a result of, damage or similar claim made against MFI for in connection with, the Pre-Closing Transactions, whether arising prior to, on or after the Closing Date; (d) any Liabilities in respect of the Excluded Assets, whether arising prior to, on or after the Closing Date; (e) any Loss arising from defects undisclosed Liabilities in respect of the Corporation; (f) any goodsTaxes payable by the Corporation relating to a period prior to the Closing Date; (g) any Legal Proceeding arising prior to the Closing Date; (h) any Liabilities with respect to product warranty for products sold before the Closing Date, materialswith respect to the conditions provided in Sections 7.1 and 7.2; (i) any Loss arising from the Corporation’s failure to establish and maintain a privacy policy; (j) any event occurring prior to the Closing Date, service resulting in a Legal Proceeding against the Corporation or workmanship, the Purchaser initiated following the Closing Date in each case provided by MFI on or circumstances where the Corporation was obliged to have made a claim under any of its insurance policies prior to the Closing Date in order to obtain coverage, including, for certainty, any claims made or which ought to have been made by the Corporation under any of its insurance policies for which MFI is coverage has been or is alleged denied, and including claims relating to the Legal Proceedings set out in Schedule 3.1.41. 6.1.2 Notwithstanding the Closing and the delivery of the certificate pursuant to Section 5.1.2, for the purposes of the Purchaser’s right to be liable; and indemnified as provided in this Section 6.1 (8) all claimsbut subject to the limitations in Section 6.12), demands, costs the said certificate shall be deemed to repeat the representations and expenses, including legal fees, in respect warranties of each of the foregoingVendors made in this Agreement on and as of the Closing Date as if then made without qualification as to materiality, except for the representations and warranties expressly so qualified in this Agreement. 6.1.3 The Purchaser shall not be entitled to be indemnified pursuant to this Section 6.1 to the extent that the Loss claimed is already taken into account in connection with the Adjustment.