Indemnification in Favour of the Vendors. (1) Subject to Sections 8.04 and 8.05, the Purchaser shall indemnify and save the Vendors harmless of and from any Claim or Loss suffered by, imposed upon or asserted against the Vendors as a result of, in respect of, connected with or arising out of, under or pursuant to:
(a) any failure by the Purchaser to perform and fulfill any covenant of the Purchaser under this Agreement or any Ancillary Agreement; or
(b) subject to the limitation period set forth in Section 8.01 hereof, any breach or inaccuracy of any representation or warranty given by the Purchaser contained in this Agreement or in any Ancillary Agreement.
Indemnification in Favour of the Vendors. The Purchaser shall indemnify, defend and save the Vendors harmless of and from any Claim or loss suffered by, imposed upon or asserted against either Vendor as a result of, in respect of, connected with or arising out of, under or pursuant to:
(i) any failure by the Purchaser to perform and fulfill any covenant of the Purchaser to be performed by it under this Agreement; or
(ii) subject to the limitations set out in Article 8, any misrepresentation, breach or inaccuracy of any representation or warranty given by Purchaser in this Agreement or any Ancillary Agreement to which it is a party.
Indemnification in Favour of the Vendors. The Purchaser shall indemnify and save the Vendors harmless against and from any Damages suffered by, imposed upon or asserted against any of the Vendors as a result of, in respect of, connected with, or arising out of, under or pursuant to:
(a) any failure of the Purchaser to perform or fulfil any covenant of the Purchaser in this Agreement or any Ancillary Agreement; and
(b) any breach or inaccuracy of any representation or warranty by the Purchaser in this Agreement or in any Ancillary Agreement.
Indemnification in Favour of the Vendors. (1) Subject to the provisions of this Agreement, the Purchaser shall indemnify and save each Vendor 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 Purchaser in this Agreement, any Ancillary Agreement or the certificate to be delivered pursuant to Section 8.2(a);
(b) any failure of the Purchaser to perform or fulfil any of its covenants or obligations under this Agreement or any Ancillary Agreement; and
(c) any Assumed Liabilities.
Indemnification in Favour of the Vendors. The Purchaser and QMI shall solidarily indemnify and save the Vendors and its shareholders, partners, directors, officers, employees, agents and representatives (collectively, the "VENDORS' INDEMNIFIED PERSONS") harmless of and from any Damages suffered by, imposed upon or asserted against any of the Vendors' Indemnified Persons as a result of, in respect of, connected with, or arising out of, under or pursuant to:
(a) any failure of the Purchaser or QMI to perform or fulfil any their respective covenants under this Agreement; and
(b) any breach or inaccuracy of any representation or warranty given respectively by the Purchaser or QMI contained in this Agreement.
Indemnification in Favour of the Vendors. Mogo shall indemnify and save the Vendors and their respective shareholders, directors, officers, employees, agents, successor, heirs, permitted assigns and representatives 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 Mogo contained in (i) this Agreement, as such representation or warranty would read, disregarding any reference to “materiality”, “material adverse effect”, or other similar qualification or limitation, or (ii) the certificates, instruments or documents to be delivered pursuant to this Agreement; and
(b) any failure of Mogo to perform or fulfil any of its covenants or obligations under this Agreement.
Indemnification in Favour of the Vendors. (1) Subject to the provisions of this Article 9, the Purchaser shall indemnify and save harmless the Vendors and their representatives (as applicable) 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 given by the Purchaser contained in this Agreement or any certificate, instrument or document to be delivered pursuant to or in connection with this Agreement; and
(b) any failure of the Purchaser to perform or fulfil any of its covenants or obligations under this Agreement.
Indemnification in Favour of the Vendors. Subject to Section 8.3, the Purchaser shall indemnify and save harmless the Vendors from and against any Damages suffered by, imposed upon or asserted against the Vendors arising out of or resulting from:
(a) Any failure of the Purchaser to perform or fulfil any covenant of the Purchaser under this Agreement;
(b) Any breach or inaccuracy of any representation or warranty given by the Purchaser contained in this Agreement; and
(c) Any filing fees or costs charged by the CSE and sustained by Vendors relating to the CSE Submission.
Indemnification in Favour of the Vendors. (1) Subject to Section 9.4, following Closing the Purchaser will indemnify and save the Vendors harmless of and from, and will 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 4.1 or the certificate to be delivered pursuant to Section 6.2(a), for which a notice of claim under Section 9.5 has been provided to the Purchaser within the applicable period specified in Section 9.1;
(b) any failure of the Purchaser to perform or fulfil any of its covenants or obligations under this Agreement; and
(c) the reduction, if any, in the Vendors’ after-Tax net proceeds resulting from the Pre-Closing Reorganization or 338(g) Election compared to the after-Tax net proceeds that Vendors would have received had the Vendors not engaged in the Pre-Closing Reorganization or 338(g) Election.
(2) For the purposes of this Section 9.3, Damages shall include any incremental Taxes that any Vendor (or any direct or indirect owner) incurs.
Indemnification in Favour of the Vendors. Subject to Section 8.2, Section 9.3, Section 9.4 and Section 9.5, the Purchaser shall indemnify and save the Vendors and their respective shareholders, directors, officers, employees, agents and representatives (collectively, the "VENDORS' INDEMNIFIED PERSONS") harmless of and from any Damages suffered by, imposed upon or asserted against any of the Vendors as a result of, in respect of, connected with, or arising out of, under or pursuant to:
(a) any failure of the Purchaser to perform or fulfil any covenant of the Purchaser under this Agreement or any Ancillary Agreement; or
(b) any breach or inaccuracy of any representation or warranty given by the Purchaser contained in this Agreement or in any Ancillary Agreement.
