Common use of Indemnification of the Agent Clause in Contracts

Indemnification of the Agent. (a) Without limiting any other protection of the Agent hereunder or otherwise by law, the Optionor shall indemnify the Agent for any and all liabilities, obligations, losses, damages, penalties, actions, claims, demands, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (other than the Agent’s normal fees for its services hereunder) that may be suffered by, imposed on, incurred by or asserted against the Agent whether groundless or otherwise, howsoever arising from or out of any act, omission or error of the Agent in any way relating to or arising out of this Agreement or the enforcement of any of the terms of any thereof, including reasonable fees and expenses of its counsel; provided that the Optionor shall not be liable for any such payment to the Agent to the extent the obligation to make such payment arises solely from the Agent’s gross negligence or intentional misconduct. All statements from the Agent or any other Person for obligations owing by the Optionor pursuant to the preceding sentence shall be sent to the Securityholders in the first instance but may thereafter be sent to the Optionor if timely payment is not made. Any amount due under this Section 6.14 and unpaid 30 days after request for such payment will bear interest from the expiration of such 30 days at the interest rate equal to the then Bank of Canada’s prime rate. All amounts so payable and the interest thereon will be made payable out of any assets in the possession of the Agent in priority to amounts owing to any and all other parties. (b) The Securityholders agree that they indemnify the Agent (to the extent not paid or reimbursed by the Optionor pursuant to this Section 6.14 and without limiting the obligation of the Optionor to do so), ratably in accordance with their allocations as set forth in Schedule “A” hereto; provided that no Securityholder shall be liable to the Agent for all or any portion of such claims resulting from the Agent’s gross negligence or intentional misconduct. (c) The obligations of the Optionor and the Securityholders under this Section 6.14 shall survive the payment in full any monies on exercise of the Additional Option, the resignation or removal of the Agent and the termination of this Agreement.

Indemnification of the Agent. (a) Without limiting any other protection of the Agent hereunder or otherwise by law, the Optionor SafeCoat shall indemnify the Agent for any and all liabilities, obligations, losses, damages, penalties, actions, claims, demands, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (other than the Agent’s normal fees for its services hereunder) that may be suffered by, imposed on, incurred by or asserted against the Agent whether groundless or otherwise, howsoever arising from or out of any act, omission or error of the Agent in any way relating to or arising out of this Agreement or the enforcement of any of the terms of any thereof, including reasonable fees and expenses of its counsel; provided that the Optionor SafeCoat shall not be liable for any such payment to the Agent to the extent the obligation to make such payment arises solely from the Agent’s gross negligence or intentional misconduct. All statements from the Agent or any other Person for obligations owing by the Optionor SafeCoat pursuant to the preceding sentence shall be sent to the Securityholders SafeCoat Shareholders in the first instance but may thereafter be sent to the Optionor SafeCoat if timely payment is not made. Any amount due under this Section 6.14 5.14 and unpaid 30 days after request for such payment will bear interest from the expiration of such 30 days at the interest rate equal to the then Bank of Canada’s prime rate. All amounts so payable and the interest thereon will be made payable out of any assets in the possession of the Agent in priority to amounts owing to any and all other parties. (b) The Securityholders SafeCoat Shareholders agree that they indemnify the Agent (to the extent not paid or reimbursed by the Optionor SafeCoat pursuant to this Section 6.14 5.14 and without limiting the obligation of the Optionor SafeCoat to do so), ratably in accordance with their allocations as set forth in Schedule “A” hereto; provided that no Securityholder SafeCoat Shareholder shall be liable to the Agent for all or any portion of such claims resulting from the Agent’s gross negligence or intentional misconduct. (c) The obligations of the Optionor SafeCoat and the Securityholders SafeCoat Shareholders under this Section 6.14 5.14 shall survive the payment in full any monies on exercise of the Additional Option, the resignation or removal of the Agent and the termination of this Agreement.