Common use of Indemnification by Vendors Clause in Contracts

Indemnification by Vendors. The Vendors hereby severally indemnify and save harmless the Purchaser from and against any and all losses, liabilities, damages, costs, tax assessments, charges, claims, increases in insurance premiums not in the ordinary course of business, and expenses of any kind whatsoever including, without limitation, the costs of defending, cross-claiming or claiming against third parties in respect of any action, claim or matter, including solicitor’s fees, costs and disbursements at all court and administrative levels, on a solicitor and his own client basis, which at any time or from time to time may be paid, incurred or asserted against the Purchaser, as a result of any breach of representation, warranty or covenant herein contained or in any document or agreement contemplated hereby. The Share Purchase Agreement obligations of the Vendors set forth in this Subsection 11.1 will be subject to and limited by the following: (a) No Claim will be made unless the cumulative amount of all Claims under this Subsection 11.1 equals or exceeds $25,000.00; (b) No Claim will be made following the expiry of the time period set forth in section 7.1 hereof; (c) The cumulative amount of all Claims which can be made against any Vendor under this Subsection 11.1 will be equal to the amount of the Purchase Price actually paid by the Purchaser to such Vendor, including the Contingent Purchase Price if, as and when paid and further provided that the liability of each Vendor in respect of any particular Claim shall be proportionate to his or her percentage ownership of the Purchased Shares immediately prior to completion of the transaction of purchase and sale herein contemplated, as follows: Xxxxx (58.33%), Xxxx (21.67%) and Xxxx (20%); and (d) The Purchaser will give written notice to the Vendors stating specifically the basis for the Claim, the amount thereof, and will tender defence thereof to the Vendors as provided in Subsection 11.3 below.

Indemnification by Vendors. The Vendors hereby severally shall solidarily, without the -------------------------- benefit of division and discussion, (except as set forth in Section 3.3) indemnify and save hold Purchaser harmless the Purchaser from and against any and all lossesclaims, demands, actions, causes of action, judgments, damages, losses (which shall include any diminution in value), liabilities, damages, costs, tax assessments, charges, claims, increases in insurance premiums not in the ordinary course of business, and costs or expenses of any kind whatsoever (including, without limitation, interest, penalties and reasonable attorneys', and experts' fees and disbursements) (collectively, the costs "Losses") which may be made against Purchaser, the Corporation, Roche, the Subsidiaries or the Associated Companies or which any of defendingthem may suffer or incur as a result of, cross-claiming arising out of or claiming against third parties in respect relating to: 12.1.1 any violation, contravention or breach of any actioncovenant, claim agreement or matterobligation of Vendors under or pursuant to this Agreement; 12.1.2 any incorrectness in, or breach of, any representation or warranty made by Vendors under or pursuant to this Agreement, the Schedules or in any certificate or other document delivered or given pursuant to this Agreement, whether or not Purchaser relied thereon or had knowledge thereof; 12.1.3 any liabilities or obligations of any nature whatsoever associated with the Pembroke Project, whether arising before, on or after the Closing Date, to the extent not booked on the Closing Balance Sheet; 12.1.4 any liabilities or obligations of the Corporation, Roche or the Subsidiaries as a result of the Reorganization, including solicitor’s fees, costs and disbursements at all court and administrative levels, on a solicitor and his own client basis, which at any time for Taxes or from time to time may be paid, incurred or asserted against the Purchaser, as a result of any breach of representationtransaction not being in compliance with Law, warranty shareholders' agreements or covenant herein contained or in constating documents, and any document or agreement contemplated hereby. The Share Purchase Agreement obligations undischarged guarantees on behalf of the Vendors set forth Excluded Assets (other than, in this Subsection 11.1 will the case of Metroplan, any liabilities or obligations solely related to Roche's lease obligations to Metroplan); 12.1.5 the failure of the Corporation, Roche or any Subsidiary to obtain all consents for the change of control of Roche and the Subsidiaries, or for the consummation of the Reorganization, under the Contracts (other than consents which could not be subject to and limited obtained by Law or by the following: (a) No Claim will be made unless terms of a Contract as a result of the cumulative amount non-Canadian resident ownership of all Claims under this Subsection 11.1 equals or exceeds $25,000.00Purchaser); (b) No Claim will 12.1.6 any amount required to be made following paid by Roche or Purchaser in connection with the expiry distribution of the time period set forth in section 7.1 hereof; (c) The cumulative amount of all Claims which can be made against any Vendor under this Subsection 11.1 will be equal Management Pension Plan Surplus pursuant to Article VII or into the amount Management Pension Plan pursuant to sections 228-229 of the Purchase Price actually paid by the Purchaser to such Vendor, including the Contingent Purchase Price if, as and when paid and further provided that the liability of each Vendor in respect of any particular Claim shall be proportionate to his or her percentage ownership of the Purchased Shares immediately prior to completion of the transaction of purchase and sale herein contemplated, as follows: Xxxxx (58.33%), Xxxx (21.67%) and Xxxx (20%)Quebec Supplemental Pension Plans Act; and (d) The Purchaser will give written notice to the Vendors stating specifically the basis 12.1.7 any withholding or other Taxes for the Claimwhich Roche, the amount thereof, and will tender defence thereof to the Vendors Corporation or Purchaser is liable as provided in Subsection 11.3 belowa result of redemptions or purchases of shares from non-residents.

Indemnification by Vendors. The Vendors hereby severally Subject to Section 12.5 below, PCE, EUN, Szeged and PCM-BV, acting jointly and severally, shall defend, indemnify and save hold harmless Purchasers and Segece - or at the Purchaser discretion of Purchasers and/or Segece - any of the Contract Companies (and their respective successors, assigns and Affiliates) (individually, a "BUYERS INDEMNITEE", and collectively, the "BUYERS INDEMNITEES") from and against and in respect of any and all losses, damages, deficiencies, liabilities, damages, costs, tax assessments, charges, claims, increases in insurance premiums not in the ordinary course of business, and expenses of any kind whatsoever including, without limitation, the costs of defending, cross-claiming or claiming against third parties in respect of any action, claim or matter, including solicitor’s feesjudgments, costs and disbursements at all court and administrative levelsexpenses, on a solicitor and his own client basis, which at any time including attorneys' fees (both those incurred in connection with the defense or from time to time may be paid, incurred or asserted against the Purchaser, as a result of any breach of representation, warranty or covenant herein contained or in any document or agreement contemplated hereby. The Share Purchase Agreement obligations prosecution of the Vendors set forth indemnifiable claim and those incurred in connection with the enforcement of this Subsection 11.1 will be subject to and limited provision) (collectively, "DAMAGES") suffered or incurred by any Buyers Indemnitee which is caused by, resulting from or arising out of, related to, in the followingnature of: (a) No Claim will be made unless any breach of any representation or warranty of any of the cumulative amount of all Claims under Vendors contained in this Subsection 11.1 equals Agreement or exceeds $25,000.00in any Ancillary Agreement, or other agreement, certificate, instrument or other document entered into or delivered by Vendors in connection herewith; (b) No Claim will be made following the expiry any breach of any covenant of any of the time period set forth Vendors contained in section 7.1 hereofthis Agreement or in any Ancillary Agreement, or other agreement, certificate, instrument or other document entered into or delivered by Vendors in connection herewith; (c) The cumulative amount Taxes chargeable to or asserted against the Contract Companies in terms of all Claims which can be made against any Vendor under this Subsection 11.1 will be equal to the amount of the Purchase Price actually paid by the Purchaser to such Vendor, including the Contingent Purchase Price if, as and when paid and further provided that the liability of each Vendor a final assessment and/or enforceable judgment in respect of the period preceding the Reference Date, but only to the extent that such Taxes exceed the amount, if any, reserved for such Taxes (excluding any particular Claim shall be proportionate reserve for deferred Taxes established to his or her percentage ownership reflect timing differences between book and Tax income) on the face of the Purchased Shares immediately prior to completion Final Definitive Closing Account (rather than in any notes thereto); and Taxes imposed in respect of the transaction of purchase and sale herein contemplated, as follows: Xxxxx (58.33%), Xxxx (21.67%) and Xxxx (20%); andExcluded Asset; (d) The Purchaser will give written notice any additional Tax liabilities assessed, and related sanctions such as fines, penalties and late payment interest) regarding any type of Tax imposed by the statutory Tax Authorities directly or indirectly related to the Vendors stating specifically fiscal years prior to the basis for Reference Date which are directly or indirectly attributable to the Claimacts, deeds and omissions of the Vendors; (e) any additional Tax liability related to the implementation of the Post Closing Merger Procedures referred to in Section 8.1 above (including any Damage related to any delay, challenge, or impediment regarding any of the Post Closing Mergers; (f) any additional Tax liabilities assessed, and related sanctions (such as penalties and late payment interest) regarding any type of Tax imposed or assessed by the statutory Tax Authorities directly or indirectly related to the fiscal years in respect of which review has been partial, not definitive and/or impossible due to the lack of documentation provided or made available by the Vendors; (g) the execution, the amount thereofperformance and/or the termination of any of the Mandate Agreements, as referred to in Section 8.5(f) above, in respect of the four head - office Employees of PCMM only and will tender defence thereof to the Vendors as provided extent only that increased costs associated with such Mandate Agreements have not been taken into consideration in Subsection 11.3 below.the determination of the PCMM Shares Value; and, any tax liabilities in connection with all Mandate Agreements; (h) any of the Proceedings set forth in the Proceedings Schedule (SCHEDULE 4.26) and/or any environmental Damage related to the potential risks set forth in SCHEDULE 4.30

Indemnification by Vendors. The Vendors hereby jointly and severally covenant and agree with the Purchaser and the Company to indemnify and save harmless the Purchaser, the Company (from and after the Closing), PAE, and the respective affiliates, subsidiaries, officers, employees, directors, agents or representatives (the “Purchaser Indemnitees”), from and against any claim, demand, action, cause of action, damage, loss (including lost profits), cost, liability or expense (including reasonable professional fees and all lossesdisbursements) (collectively, liabilities“Claims”) which may be made or brought against the Purchaser Indemnitees or any one or more of them, damages, costs, tax assessments, charges, claims, increases in insurance premiums not in the ordinary course or which they or any one or more of business, and expenses of any kind whatsoever including, without limitation, the costs of defending, cross-claiming them may suffer or claiming against third parties incur in respect of any action, claim or matter, including solicitor’s fees, costs and disbursements at all court and administrative levels, on a solicitor and his own client basis, which at any time or from time to time may be paid, incurred or asserted against the Purchaserof, as a result of any breach of representationof, warranty or covenant herein contained or in any document or agreement contemplated hereby. The Share Purchase Agreement obligations of the Vendors set forth in this Subsection 11.1 will be subject to and limited by the followingarising out of: (a) No Claim will be made unless any nonfulfillment of any covenant or agreement on the cumulative amount part of all Claims under the Vendors, or any one or more of them, contained in this Subsection 11.1 equals Agreement or exceeds $25,000.00any document or certificate given pursuant to this Agreement; (b) No Claim will be made following the expiry any inaccuracy in or breach of any representation or warranty of the time period set forth Vendors, or any one or more of them, contained in section 7.1 hereof;this Agreement or any document or certificate given pursuant to this Agreement; or (c) The cumulative any debts and liabilities of the Company for Taxes existing at the Time of Closing, or any reassessment for Taxes for any period ending on or before the Closing Date, for which no adequate reserve has been provided for and disclosed in the Balance Sheet; provided, however, (i) that Vendors shall not be obligated to indemnify the Purchaser Indemnitees unless and until the aggregate amount of all such Claims which can be made against any Vendor under this Subsection 11.1 will be is equal to at least $100,000 (the amount “Threshold”), provided further that the Vendors shall not be obligated to indemnify the Purchaser with respect to the first $50,000 of such Claims (the “Deductible”), and (ii) the maximum aggregate liability of the Vendors hereunder shall not be greater than the Purchase Price actually paid by (the “Cap”). Notwithstanding the foregoing, to the extent the Company has failed to properly withhold Taxes from amounts owing to any consultant of the Company, including Xxxxxx Xxxxxxx or Topaz, and as a result of such failure to withhold any Claim is made against the Purchaser to Indemnitees for such VendorTaxes and any related interest or expense charges, including the Contingent Purchase Price if, as and when paid and further Vendors shall fully indemnify the Purchaser Indemnitees for such Claim (provided that the liability of each Vendor in respect of any particular such Claim shall count towards the Cap but shall not be proportionate to his considered in calculating whether either the Threshold or her percentage ownership of the Purchased Shares immediately prior to completion of the transaction of purchase and sale herein contemplated, as follows: Xxxxx (58.33%Deductible has been met), Xxxx (21.67%) and Xxxx (20%); and (d) The Purchaser will give written notice to the Vendors stating specifically the basis for the Claim, the amount thereof, and will tender defence thereof to the Vendors as provided in Subsection 11.3 below.

Indemnification by Vendors. The Vendors hereby severally Subject to the other terms and conditions of this Article VIII, each Vendor shall severally, and not joint and severally, in accordance with such Vendor’s Pro Rata Portion, indemnify and save defend each of Purchaser and Parent and each of their Affiliates (including the Corporation post-Closing) and their respective Representatives (collectively, the “Purchaser Indemnitees”) against, and shall hold each of them harmless the Purchaser from and against against, and shall pay and reimburse each of them for, any and all lossesLosses incurred or sustained by, liabilities, damages, costs, tax assessments, charges, claims, increases in insurance premiums not in the ordinary course of business, and expenses of any kind whatsoever including, without limitationor imposed upon, the costs of defendingPurchaser Indemnitees based upon, cross-claiming arising out of, with respect to or claiming against third parties in respect of any action, claim or matter, including solicitor’s fees, costs and disbursements at all court and administrative levels, on a solicitor and his own client basis, which at any time or from time to time may be paid, incurred or asserted against the Purchaser, as a result of any breach of representation, warranty or covenant herein contained or in any document or agreement contemplated hereby. The Share Purchase Agreement obligations of the Vendors set forth in this Subsection 11.1 will be subject to and limited by the followingreason of: (a) No Claim will be made unless any inaccuracy in or breach of any of the cumulative amount representations or warranties of all Claims the Corporation contained in this Agreement or in any certificate or instrument delivered by or on behalf of the Corporation under this Subsection 11.1 equals Agreement, as of the date such representation or exceeds $25,000.00warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which shall be determined with reference to such specified date); (b) No Claim will any breach or non-fulfillment of any covenant, agreement or obligation to be made following performed by the expiry of the time period set forth in section 7.1 hereofCorporation prior to Closing under this Agreement; (c) The cumulative amount any inaccuracy in or breach of all Claims which can be made against any of the representations or warranties of such Vendor contained in this Agreement or in any certificate or instrument delivered by or on behalf of such Vendor under this Subsection 11.1 will Agreement, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which shall be equal determined with reference to such specified date); (d) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by such Vendor under this Agreement; (e) any breach or non-compliance with any Privacy Law prior to the amount Closing; (f) any Pre-Closing Taxes not included in the calculation of Net Working Capital; (g) any fees or costs associated with or resulting from the Corporation’s and/or any Vendors’ exercise of the Purchase Price actually paid by drag-along rights set forth in section 5.5 of the Purchaser to such Vendor, including the Contingent Purchase Price if, as and when paid and further provided that the liability of each Vendor Shareholders’ Agreement in respect of any particular Claim shall be proportionate to his or her percentage ownership shareholder that does not duly execute and deliver an Adoption Agreement and a form of release in accordance with the terms and conditions of this Agreement, including any Actions commenced by any such shareholder of the Purchased Shares immediately prior to completion of Corporation against the transaction of purchase and sale herein contemplatedCorporation, as follows: Xxxxx (58.33%), Xxxx (21.67%) and Xxxx (20%); and (d) The Purchaser will give written notice to the Vendors stating specifically the basis for the Claim, the amount thereof, and will tender defence thereof to the Vendors as provided in Subsection 11.3 belowor Parent.