Common use of Indemnification in Favour of the Purchaser Clause in Contracts

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 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, except that any Canadian income Taxes in respect of the taxation year of any of the Purchased Corporations commencing on the acquisition of control of the Purchased Corporations by the Purchaser as determined under subsection 256(9) of the Tax Act shall not be allocable to the portion of the Straddle Period ending on the Closing Date.

Indemnification in Favour of the Purchaser. (1) Subject to Section 9.1 and Section 9.45.3, 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 Corporation harmless of and fromfrom any loss, liability, claim, damage (including incidental and shall pay forconsequential damage) or expense (whether or not involving a third-party claim) including legal expenses (collectively, any Damages "DAMAGES") suffered by, imposed upon or asserted against any of them the Purchaser or the Corporation 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 Any failure of the Vendor to perform or fulfil any covenant of its covenants the Vendor under this Agreement; (b) Any breach or obligations under inaccuracy of any representation or warranty given by the Vendor contained in 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 orAny facts, in the case of a Tax period beginning on circumstances, events, conditions 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 occurrences 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, relating directly or indirectly to the Corporation, the Business or the Assets, even though such Damages may be suffered after the Closing Date except to the extent that the liability in respect thereof (i) is reflected on the Interim Financial Statements, (ii) has been incurred by the Corporation in the Ordinary Course since the Interim Financial Statement Date, or (iii) is specifically disclosed (x) in this Agreement, or (y) in any of the Contracts; and (gd) all reasonable fees and expenses incurred by The non-compliance of the Purchaser in enforcing Assets or the provisions of this Section 9.2Business on or prior to the Closing Date with laws existing at any time on or prior to Closing. (2) In The Vendor will have no liability (for indemnification or otherwise) with respect to matters described in Section 5.1(1)(a), (b), (c) or (d) until the case total of any Straddle Period, all Damages with respect to such matters exceeds the amount of Taxes allocable $50,000, at which time any claim for indemnification in favour of the Purchaser shall be for the total amount of any and all Damages up to a maximum amount of the Purchase Price determined as of the Closing Date (which, for the purposes of this Article 5 only, shall be deemed to be an amount equal to the portion weighted average trading price of the Straddle Period shares of common stock in the capital of the Purchaser on the Nasdaq Over The Counter Bulletin Board during the five consecutive trading days ending on the trading day preceding the Closing Date shall be: (a) in the case of Taxes imposed on a periodic basis (such as real or personal property Taxes)Date, 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 that number of calendar days in shares equal to the Straddle Period up to Issued Shares and including the Closing Date and the denominator of which is the such number of calendar days the Additional Shares as may be issued pursuant hereto). Any materiality qualifications contained in the entire relevant Straddle 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, except that any Canadian income Taxes this Agreement in respect of the taxation year of any Vendor's representations and warranties will not be taken into account in determining the amount of the Purchased Corporations commencing on Damages resulting from any failure or breach for the acquisition purposes of control calculating whether the amount of the Purchased Corporations by the Purchaser as determined under subsection 256(9) of the Tax Act shall not be allocable to the portion of the Straddle Period ending on the Closing DateDamages set out above has been exceeded.

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- 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 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, except that any Canadian income Taxes in respect of the taxation year of any of the Purchased Corporations commencing on the acquisition of control of the Purchased Corporations by the Purchaser as determined under subsection 256(9) of the Tax Act shall not be allocable to the portion of the Straddle Period ending on the Closing Date.