Indemnification in Favour of the Purchaser. Each of the Access Parties severally, and not jointly or jointly and severally or jointly and solidarily, indemnifies and holds the Purchaser, its Affiliates and their respective officers, directors, and Representatives (collectively, the “Access Party Indemnified Parties”) harmless against and in respect of any and all Losses which the Access Party Indemnified Parties may suffer, sustain, pay or incur arising out of or otherwise in connection with such Access Party’s or its Agents’ use and/or access to the Premises or conduct of the Sale Activities, including any Losses arising out of any breach or default by such Access Party of its obligations hereunder, or arising out of or otherwise in connection with such Access Party’s or its Agents’ use and/or access to the Premises or conduct of the Sale Activities; provided, however, that the indemnification in this Section 3.1 shall not in any way delay any distribution to creditors of the applicable indemnifying CCAA Party unless at the time of the proposed distribution an actual claim seeking indemnification under this Section3.1 has been made by an Access Party Indemnified Party and an adequate cash or other reserve is not available in respect of such claim if such claim were to be finally determined at a later date to be valid. No Access Party will be required to indemnify any Access Party Indemnified Party against and in respect of any Losses which were the result of actions of other Access Parties or their respective Agents.
Indemnification in Favour of the Purchaser. (1) Subject to Section 9.1 and Section 9.4, the Vendor shall indemnify and save each of the Purchaser and the Purchased Corporations and their respective shareholders, directors, officers, employees, agents and representatives, successors and permitted assigns harmless of and from, and shall pay for, any Damages suffered by, imposed upon or asserted against any of them as a result of, in respect of, connected with, or arising out of, under, or pursuant to:
(a) any breach or inaccuracy of any representation or warranty in Section 3.1 and Section 4.1 for which a notice of claim under Section 9.5 has been provided to the Vendor within the applicable period specified in Section 9.1;
(b) any failure of the Vendor to perform or fulfil any of its covenants or obligations under this Agreement;
(c) all Pre-Closing Environmental Liabilities;
(d) all Taxes payable by either of the Purchased Corporations in respect of any taxation year ending prior to Closing or, in the case of a Tax period beginning on or beginning before and ending after the Closing Date (a “Straddle Period”), in respect of that portion of such Straddle Period ending on and including the Closing Date, allocated in accordance with Section 9.2(2) (excluding any Taxes already taken into account in the Closing Indebtedness);
(e) all Taxes payable by the Corporation (or any successor thereto) as a result of the Pre- Closing Reorganization;
(f) any litigation against the Purchased Corporations in existence before the Closing Date or arising after the Closing Date with respect to an event or occurrence prior thereto and any fine or penalty imposed in respect of any violation of Laws on or prior to the Closing Date; and
(g) all reasonable fees and expenses incurred by the Purchaser in enforcing the provisions of this Section 9.2.
(2) In the case of any Straddle Period, the amount of Taxes allocable to the portion of the Straddle Period ending on the Closing Date shall be:
(a) in the case of Taxes imposed on a periodic basis (such as real or personal property Taxes), the amount of such Taxes for the entire period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding period) multiplied by a fraction, the numerator of which is the number of calendar days in the Straddle Period up to and including the Closing Date and the denominator of which is the number of calendar days in the entire relevant Straddle Period; and
(b) in the case of Taxes not des...
Indemnification in Favour of the Purchaser. (1) Subject to the provisions of this Agreement, each Vendor shall jointly and severally indemnify and save the Purchaser and its shareholders, directors, officers and employees harmless of and from, and shall pay for, any Damages suffered by, imposed upon or asserted against it or any of them as a result of:
(a) any breach or inaccuracy of any representation or warranty given by the Vendors in this Agreement, any Ancillary Agreement or the certificate to be delivered pursuant to Section 8.1(a);
(b) any failure of any Vendor to perform or fulfil any of its covenants or obligations under this Agreement or any Ancillary Agreement; and
(c) any Excluded Liabilities.
Indemnification in Favour of the Purchaser. (1) The Vendor shall indemnify and save the Purchaser and its shareholders, directors, officers, employees, agents and representatives harmless of and from, and shall pay for, any Damages suffered by, imposed upon or asserted against it as a result of, in respect of, connected with, or arising out of, under, or pursuant to:
(a) any breach or inaccuracy of any representation or warranty given by the Vendor in this Agreement (whether in respect of the Target Corporations in Section 3.1 or in respect of the Vendor in Section 3.2);
(b) any failure of the Vendor to perform or fulfil any of their covenants or obligations under this Agreement;
(c) any Taxes required to be paid, by any Target Corporation in respect of (i) a Pre-Closing Tax Period, or (ii) in the case of a taxation period that begins before and ends after the time of Closing, the portion of such period ending at the time of Closing (determined in accordance with Section 8.2(2) hereof);
(d) any action, suit, claim, proceeding, grievance, arbitration, investigation, audit or alternative dispute resolution involving any Target Corporation at any time on or prior to the Closing Date or in which it becomes involved after the Closing Date arising from facts or circumstances related to any Target Corporation that existed at any time on or prior to the Closing Date; and
(e) the Pre-Closing Reorganization.
(2) For purposes of paragraph 8.2(1)(c) hereof, in the case of a taxation period that begins before and ends after the time of Closing, Taxes shall be allocated to the portion of such period ending at the Closing Time in the following manner:
(a) In the case of Taxes imposed on a periodic basis (such as real or personal property Taxes), the amount of such Taxes for the entire period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding period) multiplied by a fraction, the numerator of which is the number of calendar days in the relevant tax period up to and including the Closing Date and the denominator of which is the number of calendar days in the entire relevant Tax period; and
(b) In the case of Taxes not described in (a) above (such as franchise Taxes, Taxes that are based upon or related to income or receipts, or Taxes that are based upon occupancy or imposed in connection with any sale or other transfer or assignment of property), the amount of any such Taxes shall be determined as if such taxable period ended at the time of Closing.
Indemnification in Favour of the Purchaser. Subject to Sections 8.04 and 8.05, the Vendors jointly and severally agree to indemnify and save the Purchaser harmless of and from any Claim or Loss suffered by, imposed upon or asserted against the Purchaser or the Corporation as a result of, in respect of, connected with or arising out of, under or pursuant to:
(a) any failure of the Vendors to perform or fulfill any covenant of the Vendors under this Agreement; and
(b) subject to the limitation period set forth in Section 8.01 hereof, any breach or inaccuracy of any representation or warranty contained in this Agreement given by the Vendors.
Indemnification in Favour of the Purchaser. The Vendors shall jointly and severally indemnify, defend and save the Purchaser and its shareholders, directors, officers, employees, agents and representatives harmless of and from any Claim or loss suffered by, imposed upon or asserted against them (whether direct or indirect) as a result of, in respect of, connected with or arising out of, under or pursuant to:
(i) any failure by either Vendor to perform and fulfil any covenant to be performed by it under this Agreement;
(ii) any Taxes of the Corporation which were required to have been paid in respect of any Pre- Closing Tax Period to the extent such Taxes exceed the amount specified in the balance sheet forming part of the Corporation Financial Statements;
(iii) all debts, liabilities, Claims, Contracts or agreements of the Corporation or relating to the Business or the Pre-Closing Reorganization, contingent or otherwise, for any period prior to the Closing Date, whether such liabilities are known to the Vendor at the Closing Date or not, and include, but are not limited to, any liabilities for Tax, any Claims relating to employees of the Corporation and any liabilities relating to any customer invoice discrepancies and any customer disputes in regards thereto; or
(iv) subject to the limitations set out in Article 8, any misrepresentation or breach of any representation or warranty given by the Vendors in this Agreement or any Ancillary Agreement to which they are a party.
Indemnification in Favour of the Purchaser. (1) Subject to Section 9.1(1), from and after the Closing, the Sellers shall indemnify, defend and hold harmless the Purchaser and its Affiliates and their respective directors, officers, employees and representatives (collectively, the “Purchaser Indemnitees”) from any and all Damages sustained by, incurred by, suffered by, imposed upon or asserted against any of the Purchaser Indemnitees as a result of, in respect of, connected with or arising out of, under or pursuant to:
(a) any failure of any representations and warranties made by the Sellers contained in this Agreement to be accurate due to fraud or fraudulent misrepresentation of any of the Sellers or any of their Affiliates;
(b) any failure of any of the Fundamental Representations to be accurate;
(c) any failure of the Environmental Representations to be accurate;
(d) any breach or failure of any of the Sellers to perform or fulfil any of its covenants under this Agreement;
(e) any Claims in respect of any Environmental Obligations (for the avoidance of doubt, other than the Assumed Environmental Matters);
(f) any Claims in respect of the Retained Obligations (other than the Environmental Obligations);
(g) any Claims in respect of amounts for which the Sellers are responsible pursuant to Section 5.10(2); and
(h) any Claims in respect of Damages referred to in Section 2.15(5) or Section 2.15(6)(e).
(2) For greater certainty, should any Transfer Taxes be deemed included in any amount payable under this Section 9.2, such amount shall be grossed up accordingly in order for the Sellers to pay to the Purchaser (i) the full indemnity amount provided for under this Section 9.2 and (ii) an additional amount equivalent to any Transfer Taxes deemed included in such payment under applicable Law.
Indemnification in Favour of the Purchaser. (1) Subject to Section 9.5, the Vendor shall indemnify and save each of the Purchaser and each Corporation harmless of and from, and shall pay for, any Damages suffered by, imposed upon or asserted against it or any of them as a result of, in respect of, connected with, or arising out of, under, or pursuant to:
(a) any breach or inaccuracy of any representation or warranty given by the Vendor contained in this Agreement, any Ancillary Agreement, or the certificate to be delivered pursuant to Section 6.1(a);
(b) any failure of the Vendor or either Corporation to perform or fulfil any of its covenants or obligations under this Agreement or any Ancillary Agreement;
(c) any failure of the Vendor to transfer good and valid title to the Purchased Shares to the Purchaser, free and clear of all Liens other than (i) those restrictions on transfer, if any, contained in the articles of the Corporation, and (ii) Liens granted by the Purchaser;
(d) any Taxes of either Corporation relating to periods ending on or before the Closing Date;
(e) the failure of the Parties to comply with all applicable Laws governing privacy and the protection of personal information, including the Personal Information Protection and Electronic Documents Act, in connection with the due diligence investigation, negotiations, preparation, execution and performance of this Agreement and the transactions contemplated by it;
(f) any product or service manufactured, constructed, installed, shipped, distributed, sold or provided, by either Corporation prior to the Closing Date, including any product liability, product warranty or service warranty, whether the Damages in respect of such products and services are suffered or occur before or after the Closing; and
(g) except as otherwise specifically provided for in Section 9.3(1)(c) through Section 9.3(1)(f), any facts, circumstances, events, conditions or occurrences in existence on or prior to the Closing Date, relating directly or indirectly to either Corporation, the Businesses or the Assets, even though the Damages in respect of such fact, circumstance, event, condition or occurrence may be suffered or otherwise occur after the Closing Date, except to the extent that the liability (i) is reflected on the Interim Financial Statements, (ii) is a liability in the Ordinary Course and was incurred since the Interim Financial Statement Date, or (iii) is specifically disclosed in this Agreement.
(2) The right to indemnification under Section 9.3(1)(c) ...
Indemnification in Favour of the Purchaser. If the Closing occurs, each of the Vendor and Hxxxx shall, jointly and severally, indemnify and save the Purchaser, the Purchased Companies and their shareholders, directors, trustees, officers, employees, agents, representatives, successors and assigns (the "PURCHASER INDEMNIFIED PARTIES") harmless of and from any loss, liability, claim, damage or expense (whether or not involving a third-party claim) including reasonable legal fees and expenses (collectively, "DAMAGES") suffered by, imposed upon or asserted against a Purchaser Indemnified Party as a result of, in respect of, connected with, or arising out of, under, or pursuant to:
(a) any failure of the Vendor or Hxxxx to perform or fulfil any condition or covenant to be fulfilled or complied with by the Vendor or Hxxxx under this Agreement; and
(b) subject to Sections 9.4 and 9.8, any breach of any representation or warranty given by the Vendor or Hxxxx in this Agreement, provided that the Vendor and Hxxxx shall not be required to indemnify or save harmless the Purchaser Indemnified Parties unless the Purchaser shall have provided notice to the Vendor in accordance with Section 9.5 on or prior to the expiration of the survival time period related to such representation and warranty as set out in Section 9.4. If the Closing occurs, the remedies provided in this Section 9.1 and 9.8 are exclusive of any other remedies that may be available to the Purchaser Indemnified Parties under any legal theory in respect of Damages and the Company hereby waive any and all such other remedies.
Indemnification in Favour of the Purchaser. Subject to Section 7.3, Section 7.4, and Section 7.5, the Vendor shall indemnify and save the Purchaser and its shareholders, directors, officers, employees, agents and representatives (collectively, the "Purchaser's Indemnified Persons") harmless of and from any loss, liability, claim, damage (including incidental and consequential damage) or expense (whether or not involving a third-party claim) including legal expenses (each, a "Loss" and collectively, "Losses") suffered by, imposed upon or asserted against any of the Purchaser's Indemnified Persons as a result of, in respect of, connected with, or arising out of, under, or pursuant to:
(a) any failure of the Vendor or the Shareholder to perform or fulfil any covenant under this Agreement or any Ancillary Agreement;
(b) any Warranty Claim made by the Purchaser; and
(c) the Excluded Liabilities.
