Common use of Indemnification by the Vendors Clause in Contracts

Indemnification by the Vendors. The Purchase Agreement is amended by deleting in its entirety Section 7.02 and substituting therefor the following: (1) Subject to the provisions of this Article 7, the Vendors will, on a joint and several basis, indemnify and save harmless the Purchaser and the directors, officers, employees and agents of the Purchaser (collectively, the “Purchaser Indemnitees”) from and against all Claims asserted against and Losses incurred by any of them directly or indirectly arising out of resulting from: (a) any inaccuracy or misrepresentation in any representation or warranty of any Vendor in this Agreement; or (b) any breach of any covenant of any Vendor of this Agreement; or (c) any of the transactions contemplated by any of the UK Agreements. (2) Notwithstanding any of the other provisions of this Agreement, none of the Vendors will be liable to any Purchaser Indemnitee in respect of any Claim or Loss directly or indirectly arising out of or resulting from any inaccuracy or misrepresentation in the representations or warranties of the Vendors set forth in Section 3.01(h) unless notice of any Claim by the Purchaser against the Vendors with respect thereto is given to the Vendors by the Purchaser within eighteen (18) months after the Closing Date whether or not any Purchaser Indemnitee has discovered or could have discovered such inaccuracy or misrepresentation before such time, but excluding any Claim or Loss arising out of or resulting from any fraud by any Vendor in which case there will be no time limit for the Purchaser to make a Claim against either Vendor in respect thereof.”

Indemnification by the Vendors. The Purchase Agreement is amended by deleting in its entirety Section 7.02 and substituting therefor the following: (1) Subject to the provisions of this Article 7, the Vendors will, on a joint and several basis, Each Vendor shall indemnify and save harmless the Purchaser and the directors, officers, employees and agents of the Purchaser (collectively, the “Purchaser Indemnitees”) from and against all Claims asserted against claims, actions, suits, losses, costs, damages, expenses and Losses incurred liabilities, including reasonable legal fees (collectively "CLAIMS"), suffered by any the Purchaser as a result of them directly or indirectly arising out of resulting fromin connection with: (a) any breach of or non-fulfilment of any covenant or agreement of such Vendor contained in this Agreement or under any other agreement or instrument executed or delivered by such Vendor pursuant to this Agreement; and (b) any breach of or inaccuracy or misrepresentation in any representation or warranty of any such Vendor set forth in this Agreement; or (b) any breach of any covenant of any Vendor Section 3.1 of this Agreement; or (c) any of the transactions contemplated by any of the UK Agreements. (2) Notwithstanding any of Each Vendor shall severally and separately indemnify and save harmless the other provisions of this Agreement, none of Purchaser from and against all Claims suffered by the Vendors will be liable to any Purchaser Indemnitee in respect of any Claim or Loss directly or indirectly arising out as a result of or resulting from in connection with any breach of or inaccuracy or misrepresentation in the representations any representation or warranties warranty of the Vendors set forth in Section 3.01(h) unless notice 3.2 of this Agreement; provided that each Vendor shall only be responsible for that portion of any Claim equal to the amount of such Claim multiplied by such Vendor's Proportionate Share, and without limiting the generality of the foregoing, if either the Company or LMGTS suffers an assessment or a reassessment of Taxes for and in respect of a taxation year ended prior to the date hereof, which assessment or reassessment ultimately results in an increase in Taxes for and in respect of such taxation year in excess of any provision relating thereto contained in the Financial Statements, such increase in Taxes (to the extent in excess of any such provision) shall be deemed to be a Claim for the purposes of this Section 4.1(2) and the amount of such Claim shall be equal to such increase in Taxes (to such extent) subject to reduction by the value of any directly related deduction, tax credit, refund or similar directly related benefit enjoyed or to be enjoyed by the Company or LMGTS or their respective successors; provided, however, if the Claim derives from the disallowance by Revenue Canada of all or any portion of a reserve taken as a deduction in computing income for tax purposes, the amount of the Claim is hereby agreed to be the total of any interest or penalties assessed by the applicable tax authorities in respect thereof, plus an amount equal to: disallowed reserve deduction x .446 x (1.065(4) -1) as at April 30, 1998 In addition, if either the Company or LMGTS suffers an assessment or reassessment of Taxes for and in respect of its taxation year ending by reason of the acquisition of the shares of the Company by the Purchaser against as herein contemplated, which assessment or reassessment ultimately results in Taxes for such taxation year in excess of the Vendors Taxes payable for such year computed on a basis consistent with respect thereto is given previous taxation years of the Company or LMGTS, as the case may be, such increase in Taxes, to the Vendors extent in excess of any provision relating thereto in the Financial Statements, shall be deemed to be a Claim for the purposes of this Section 4.1(2) and the amount of such Claim shall be equal to such excess (to such extent) subject to reduction by the Purchaser within eighteen (18) months after value of any directly related deduction, tax credit, refund or similar directly related benefit enjoyed or to be enjoyed by the Closing Date whether Company or not LMGTS or their respective successors); provided, however, if the Claim derives from the disallowance by Revenue Canada of all or any Purchaser Indemnitee has discovered portion of a reserve taken as a deduction in computing income for tax purposes, the amount of the Claim is hereby agreed to be the total of any interest or could have discovered such inaccuracy or misrepresentation before such time, but excluding any Claim or Loss arising out of or resulting from any fraud penalties assessed by any Vendor in which case there will be no time limit for the Purchaser to make a Claim against either Vendor applicable tax authorities in respect thereof, plus an amount equal to: disallowed reserve deduction x .446 x (1.065(4) - 1) in respect of such year Notwithstanding anything else contained herein, none of the Vendors shall have any liability with respect to any increase in Taxes which arises as a result of any change in the accounting policies of the Company or basis for computation of Taxes, (other than any such change which is required by Revenue Canada and other than any such change which is required by the auditors of the Company acting reasonably and in accordance with GAAP), including any decision by the Company to lower the rate at which it reserves for its redemption liability, and any resulting reassessment by Revenue Canada of Taxes payable for previous years. Notwithstanding any other provision of this Agreement, the Vendors shall have no obligation or liability under the indemnities in this Agreement for any assessment or reassessment resulting from the amendment of any Tax Returns filed by the Company or any successor thereto for any taxation year or other taxable period (or portion thereof) ending on or before the Closing Date, unless such amendment is consented to in writing by the Vendors.”

Indemnification by the Vendors. The Purchase Agreement is amended by deleting in its entirety Section 7.02 and substituting therefor the following: (1) Subject to the provisions of this Article 7, each of the Vendors will, on a joint severally and several basisnot jointly, indemnify and save harmless the Purchaser and the directors, officers, employees and agents of the Purchaser (collectively, the “Purchaser Indemnitees”) from and against all Claims asserted against and Losses incurred by any of them directly or indirectly arising out of or resulting from: (a) any inaccuracy or misrepresentation in any representation or warranty of any such Vendor in this Agreement; or; (b) any breach of any covenant of any such Vendor of in this Agreement; or (c) any of the transactions contemplated by any of the UK Agreements. (2) Notwithstanding any of the other provisions of this Agreement, none of the Vendors no Vendor will be liable to any Purchaser Indemnitee in respect of of: (a) any Claim or Loss directly or indirectly arising out of or resulting from any inaccuracy or misrepresentation in the representations any representation or warranties warranty of the Vendors set forth Vendor in Section 3.01(hSections 3.01(g) through (j), inclusive, unless notice of any Claim by the Purchaser against the Vendors Vendor with respect thereto is given to the Vendors Vendor by the Purchaser within eighteen (18) 18 months after the Closing Date whether or not any Purchaser Indemnitee has discovered or could have discovered such inaccuracy or misrepresentation before such time, but excluding Date; or (b) any Claim or Loss directly or indirectly arising out of or resulting from any fraud by inaccuracy or misrepresentation in any representation or warranty of the Vendor in which this Agreement or any breach by the Vendor of its covenant in Section 4.01(a) in excess of: (i) the Woodbridge Share Purchase Price and the Woodbridge Mezz Debt Purchase Price, in the case there will be no time limit for of Woodbridge; (ii) the Purchaser Teachers’ Share Purchase Price, in the case of Teachers’; and (iii) the Torstar Share Purchase Price, in the case of Torstar, other than, in all cases, any Loss attributable to make a Claim against either Vendor in respect thereofan inaccuracy or misrepresentation pertaining to Sections 3.01(b), 3.01(c) or 3.01(f) or fraud.”

Indemnification by the Vendors. The Purchase Agreement is amended by deleting in its entirety Section 7.02 and substituting therefor the following: (1) Subject to Section 7.5 and the other provisions of this Article 7, each of the Vendors will, on a joint shall (severally and several basis, not jointly or jointly and severally with any other Vendor) indemnify and save harmless the Purchaser and the directors, officers, employees and agents each of the Purchaser (collectivelyPurchaser's Indemnified Parties for any and all Losses suffered or incurred, the “Purchaser Indemnitees”) as a result of, arising from and against all Claims asserted against and Losses incurred by any of them directly or indirectly arising out of resulting fromin connection with: (a) any inaccuracy in, or misrepresentation in any representation or warranty of breach of, any Vendor-Specific Fundamental Representations made by such Vendor in this Agreement; orSection 5.1; (b) any inaccuracy in, or any breach of of, any covenant of representation or warranty made by such Vendor in Section 5.1, other than any Vendor of this AgreementVendor-Specific Fundamental Representations; orand (c) any breach by such Vendor of the transactions contemplated by any of the UK Agreementscovenant, agreement or other obligation in this Agreement. (2) Notwithstanding any of Subject to Section 7.5 and the other provisions of this AgreementArticle 7, none each of the Vendors will be liable to shall (severally and not jointly or jointly and severally with any Purchaser Indemnitee in respect other Vendor) indemnify and save harmless each of the Purchaser's Indemnified Parties for such Vendor's Pro Rata Share of any Claim and all Losses suffered or Loss directly incurred as a result of, arising from or indirectly arising out of or resulting from in connection with: (a) any inaccuracy in, or misrepresentation any breach of, any Vendor's Target Entity Fundamental Representations in Section 5.2; (b) any inaccuracy in, or any breach of, any representation or warranty made by the Vendors in Section 5.2, other than Vendors' Target Entity Fundamental Representations; (c) any Pre-Closing Taxes, except Pre-Closing Taxes which were specifically included as Indebtedness in the representations Closing Statements or warranties taken into account in the determination of Closing Net Working Capital; (d) any Transaction Expenses that were not paid pursuant to Section 2.7(3), except for such Transaction Expenses that were specifically included as such in the Closing Statements; (e) any Closing Indebtedness that was not taken into account in the determination of the Vendors Purchase Price pursuant to Section 2.2(1)(h); and (f) any matter set forth in Section 3.01(hSchedule 7.3(f) unless notice of any Claim by the Purchaser against the Vendors with respect thereto is given to the Vendors by the Purchaser within eighteen (18) months after the Closing Date whether or not any Purchaser Indemnitee has discovered or could have discovered such inaccuracy or misrepresentation before such time, but excluding any Claim or Loss arising out of or resulting from any fraud by any Vendor in which case there will be no time limit for the Purchaser to make a Claim against either Vendor in respect thereofDisclosure Letter.”

Indemnification by the Vendors. The Purchase Agreement is amended by deleting in its entirety Section 7.02 and substituting therefor the following: (1a) Subject to the provisions of this Article 7, the Vendors will, Each Vendor shall on a joint and several basisbasis in proportion to each Vendor’s Pro Rata Share, indemnify and save harmless the Purchaser Purchaser, and the its directors, officers, agents, employees and agents of the Purchaser shareholders (collectively, collectively referred to as the “Purchaser IndemniteesIndemnified Parties”) ), on an after-Tax basis, from and against all Claims asserted Claims, whether or not arising due to third party Claims, which may be made or brought against and Losses incurred by any of them Purchaser Indemnified Parties, or which they may suffer or incur, directly or indirectly arising out indirectly, as a result of resulting fromor in connection with or relating to: (ai) any inaccuracy non-fulfilment or breach of any covenant on the part of such Vendor contained in this Agreement or in any certificate or other document furnished by or on behalf of such Vendor pursuant to this Agreement; (ii) any misrepresentation or any incorrectness in or breach of any representation or warranty of such Vendor contained in Article 4; and (iii) any Vendor misrepresentation or any incorrectness in this Agreement; oror breach of any representation or warranty of the Corporation and the Management Vendors contained in Article 5; (b) any breach of any covenant of any Vendor of this Agreement; orThe Vendors agree that: (ci) Section 11.1(a)(i) shall survive the Closing indefinitely or for the period explicitly specified herein or in any of the transactions contemplated certificate or other document furnished by any of the UK Agreements. (2) Notwithstanding any of the other provisions of this Agreement, none or on behalf of the Vendors will be liable to any Purchaser Indemnitee in respect pursuant hereto, for the performance or fulfilment of any Claim or Loss directly or indirectly arising out of or resulting from any inaccuracy or misrepresentation in the relevant covenant; (ii) the representations or and warranties of the Vendors set forth contained in Section 3.01(hArticle 4 herein shall survive the Closing and shall remain in full force and effect until the date that is 12 months following the Closing Date; and (iii) unless the representations and warranties of the Corporation and the Management Vnedors contained in Article 5 herein shall remain in full force and effect until the date that is 6 months following the Closing Date; Notwithstanding the foregoing, any Claims asserted in good faith with reasonable specificity (to the extent known at such time) and in writing by notice from the Indemnified Party to the Indemnifying Parties prior to the expiration date of any Claim the applicable survival period shall not thereafter be barred by the Purchaser against expiration of the Vendors with respect thereto is given to the Vendors by the Purchaser within eighteen (18) months after the Closing Date whether relevant representation or not any Purchaser Indemnitee has discovered or could have discovered warranty and such inaccuracy or misrepresentation before such time, but excluding any Claim or Loss arising out of or resulting from any fraud by any Vendor in which case there will be no time limit for the Purchaser to make a Claim against either Vendor in respect thereofClaims shall survive until finally resolved.”

Indemnification by the Vendors. The Purchase Agreement is amended by deleting in its entirety Section 7.02 and substituting therefor the following: (1a) Subject to the provisions of this Article 7, the Vendors will, Each Vendor shall on a joint and several basisbasis in proportion to each Vendor’s Pro Rata Share, indemnify and save harmless the Purchaser Purchaser, and the its directors, officers, agents, employees and agents of the Purchaser shareholders (collectively, collectively referred to as the “Purchaser IndemniteesIndemnified Parties”) ), on an after-Tax basis, from and against all Claims asserted Claims, whether or not arising due to third party Claims, which may be made or brought against and Losses incurred by any of them Purchaser Indemnified Parties, or which they may suffer or incur, directly or indirectly arising out indirectly, as a result of resulting fromor in connection with or relating to: (ai) any inaccuracy non-fulfilment or breach of any covenant on the part of such Vendor contained in this Agreement or in any certificate or other document furnished by or on behalf of such Vendor pursuant to this Agreement; (ii) any misrepresentation or any incorrectness in or breach of any representation or warranty of such Vendor contained in Article 4; and (iii) any Vendor misrepresentation or any incorrectness in this Agreement; oror breach of any representation or warranty of the Corporation and the Management Vendors contained in Article 5; (b) any breach of any covenant of any Vendor of this Agreement; orThe Vendors agree that: (ci) Section 11.1(a)(i) shall survive the Closing indefinitely or for the period explicitly specified herein or in any of the transactions contemplated certificate or other document furnished by any of the UK Agreements. (2) Notwithstanding any of the other provisions of this Agreement, none or on behalf of the Vendors will be liable to any Purchaser Indemnitee in respect pursuant hereto, for the performance or fulfilment of any Claim or Loss directly or indirectly arising out of or resulting from any inaccuracy or misrepresentation in the relevant covenant; (ii) the representations or and warranties of the Vendors set forth contained in Section 3.01(hArticle 4 herein shall survive the Closing and shall remain in full force and effect until the date that is 12 months following the Closing Date; and (iii) unless the representations and warranties of the Corporation and the Management Vendors contained in Article 5 herein shall remain in full force and effect until the date that is 6 months following the Closing Date; Notwithstanding the foregoing, any Claims asserted in good faith with reasonable specificity (to the extent known at such time) and in writing by notice from the Indemnified Party to the Indemnifying Parties prior to the expiration date of any Claim the applicable survival period shall not thereafter be barred by the Purchaser against expiration of the Vendors with respect thereto is given to the Vendors by the Purchaser within eighteen (18) months after the Closing Date whether relevant representation or not any Purchaser Indemnitee has discovered or could have discovered warranty and such inaccuracy or misrepresentation before such time, but excluding any Claim or Loss arising out of or resulting from any fraud by any Vendor in which case there will be no time limit for the Purchaser to make a Claim against either Vendor in respect thereofClaims shall survive until finally resolved.”