Common use of Indemnities for Representations and Warranties Clause in Contracts

Indemnities for Representations and Warranties. (a) Speebo shall be liable to BUYER for and shall, in addition, indemnify BUYER from and against, all losses, costs, claims, damages, expenses and liabilities suffered, sustained, paid or incurred by BUYER which would not have been suffered, sustained, paid or incurred had all of the representations and warranties contained in Section 8 been accurate and truthful, provided however that nothing in this Subsection 10(a) shall be construed so as to cause Speebo to be liable to or indemnify BUYER in connection with any representation or warranty contained in Section 8 if and to the extent that BUYER did not rely upon such representation or warranty. (b) BUYER shall be liable to Speebo for and shall, in addition, indemnify Speebo from and against, all losses, costs, claims, damages, expenses and liabilities suffered, sustained, paid or incurred by Speebo which would not have been suffered, sustained, paid or incurred had all of the representations and warranties contained in Section 9 been accurate and truthful, provided however that nothing in this Subsection 10(b) shall be construed so as to cause BUYER to be liable to or indemnify Speebo in connection with any representation or warranty contained in Section 9 if and to the extent that Speebo did not rely upon such representation or warranty. (c) Notwithstanding any other provision in this Agreement, Speebo shall not be liable to or be required to indemnify BUYER in respect of any losses, costs, claims, damages, expenses and liabilities suffered, sustained, paid or incurred by BUYER in respect of which BUYER is liable to and has indemnified pursuant to subsection 10(b).

Indemnities for Representations and Warranties. (a) Speebo North Bay shall be liable to BUYER HMIT for and shall, in addition, indemnify BUYER HMIT from and against, all losses, costs, claims, damages, expenses and liabilities suffered, sustained, paid or incurred by BUYER HMIT which would not have been suffered, sustained, paid or incurred had all of the representations and warranties contained in Section 7 been accurate and truthful, provided however that nothing in this Subsection 9(a) shall be construed so as to cause North Bay to be liable to or indemnify HMIT in connection with any representation or warranty contained in Section 7 if and to the extent that HMIT did not rely upon such representation or warranty. (b) HMIT shall be liable to North Bay for and shall, in addition, indemnify North Bay from and against, all losses, costs, claims, damages, expenses and liabilities suffered, sustained, paid or incurred by North Bay which would not have been suffered, sustained, paid or incurred had all of the representations and warranties contained in Section 8 been accurate and truthful, provided however that nothing in this Subsection 10(a9(b) shall be construed so as to cause Speebo HMIT to be liable to or indemnify BUYER North Bay in connection with any representation or warranty contained in Section 8 if and to the extent that BUYER did not rely upon such representation or warranty. (b) BUYER shall be liable to Speebo for and shall, in addition, indemnify Speebo from and against, all losses, costs, claims, damages, expenses and liabilities suffered, sustained, paid or incurred by Speebo which would not have been suffered, sustained, paid or incurred had all of the representations and warranties contained in Section 9 been accurate and truthful, provided however that nothing in this Subsection 10(b) shall be construed so as to cause BUYER to be liable to or indemnify Speebo in connection with any representation or warranty contained in Section 9 if and to the extent that Speebo North Bay did not rely upon such representation or warranty. (c) Notwithstanding any other provision in this Agreement, Speebo North Bay shall not be liable to or be required to indemnify BUYER HMIT in respect of any losses, costs, claims, damages, expenses and liabilities suffered, sustained, paid or incurred by BUYER HMIT in respect of which BUYER HMIT is liable to and has indemnified pursuant to subsection 10(b9(b).

Indemnities for Representations and Warranties. (a) Speebo VENDOR shall be liable to BUYER for and shall, in addition, indemnify BUYER from and against, all losses, costs, claims, damages, expenses and liabilities suffered, sustained, paid or incurred by BUYER which would not have been suffered, sustained, paid or incurred had all of the representations and warranties contained in Section 8 7 been accurate and truthful, provided however that nothing in this Subsection 10(a9(a) shall be construed so as to cause Speebo VENDOR to be liable to or indemnify BUYER in connection with any representation or warranty contained in Section 8 7 if and to the extent that BUYER did not rely upon such representation or warranty. (b) BUYER shall be liable to Speebo VENDOR for and shall, in addition, indemnify Speebo VENDOR from and against, all losses, costs, claims, damages, expenses and liabilities suffered, sustained, paid or incurred by Speebo VENDOR which would not have been suffered, sustained, paid or incurred had all of the representations and warranties contained in Section 9 8 been accurate and truthful, provided however that nothing in this Subsection 10(b9(b) shall be construed so as to cause BUYER to be liable to or indemnify Speebo VENDOR in connection with any representation or warranty contained in Section 9 8 if and to the extent that Speebo VENDOR did not rely upon such representation or warranty. (c) Notwithstanding any other provision in this Agreement, Speebo VENDOR shall not be liable to or be required to indemnify BUYER in respect of any losses, costs, claims, damages, expenses and liabilities suffered, sustained, paid or incurred by BUYER in respect of which BUYER is liable to and has indemnified pursuant to subsection 10(b9(b).

Indemnities for Representations and Warranties. (a) Speebo Xxxxxxxxx shall be liable to BUYER Enterayon for and shall, in addition, indemnify BUYER Enterayon from and against, all losses, costs, claims, damages, expenses and liabilities suffered, sustained, paid or incurred by BUYER Enterayon which would not have been suffered, sustained, paid or incurred had all of the representations and warranties contained in Section 10 been accurate and truthful, provided however that nothing in this Subsection 9(a) shall be construed so as to cause Xxxxxxxxx to be liable to or indemnify Enterayon in connection with any representation or warranty contained in Section 7 if and to the extent that Enterayon did not rely upon such representation or warranty. (b) Enterayon shall be liable to Xxxxxxxxx for and shall, in addition, indemnify Xxxxxxxxx from and against, all losses, costs, claims, damages, expenses and liabilities suffered, sustained, paid or incurred by Xxxxxxxxx which would not have been suffered, sustained, paid or incurred had all of the representations and warranties contained in Section 8 been accurate and truthful, provided however that nothing in this Subsection 10(a9(b) shall be construed so as to cause Speebo Enterayon to be liable to or indemnify BUYER Xxxxxxxxx in connection with any representation or warranty contained in Section 8 if and to the extent that BUYER did not rely upon such representation or warranty. (b) BUYER shall be liable to Speebo for and shall, in addition, indemnify Speebo from and against, all losses, costs, claims, damages, expenses and liabilities suffered, sustained, paid or incurred by Speebo which would not have been suffered, sustained, paid or incurred had all of the representations and warranties contained in Section 9 been accurate and truthful, provided however that nothing in this Subsection 10(b) shall be construed so as to cause BUYER to be liable to or indemnify Speebo in connection with any representation or warranty contained in Section 9 if and to the extent that Speebo Xxxxxxxxx did not rely upon such representation or warranty. (c) Notwithstanding any other provision in this Agreement, Speebo Xxxxxxxxx shall not be liable to or be required to indemnify BUYER Enterayon in respect of any losses, costs, claims, damages, expenses and liabilities suffered, sustained, paid or incurred by BUYER Enterayon in respect of which BUYER Enterayon is liable to and has indemnified pursuant to subsection 10(b9(b).

Indemnities for Representations and Warranties. (a) Speebo North Bay shall be liable to BUYER YARDLEY for and shall, in addition, indemnify BUYER YARDLEY from and against, all losses, costs, claims, damages, expenses and liabilities suffered, sustained, paid or incurred by BUYER YARDLEY which would not have been suffered, sustained, paid or incurred had all of the representations and warranties contained in Section 7 been accurate and truthful, provided however that nothing in this Subsection 9(a) shall be construed so as to cause North Bay to be liable to or indemnify YARDLEY in connection with any representation or warranty contained in Section 7 if and to the extent that YARDLEY did not rely upon such representation or warranty. (b) YARDLEY shall be liable to North Bay for and shall, in addition, indemnify North Bay from and against, all losses, costs, claims, damages, expenses and liabilities suffered, sustained, paid or incurred by North Bay which would not have been suffered, sustained, paid or incurred had all of the representations and warranties contained in Section 8 been accurate and truthful, provided however that nothing in this Subsection 10(a9(b) shall be construed so as to cause Speebo YARDLEY to be liable to or indemnify BUYER North Bay in connection with any representation or warranty contained in Section 8 if and to the extent that BUYER did not rely upon such representation or warranty. (b) BUYER shall be liable to Speebo for and shall, in addition, indemnify Speebo from and against, all losses, costs, claims, damages, expenses and liabilities suffered, sustained, paid or incurred by Speebo which would not have been suffered, sustained, paid or incurred had all of the representations and warranties contained in Section 9 been accurate and truthful, provided however that nothing in this Subsection 10(b) shall be construed so as to cause BUYER to be liable to or indemnify Speebo in connection with any representation or warranty contained in Section 9 if and to the extent that Speebo North Bay did not rely upon such representation or warranty. (c) Notwithstanding any other provision in this Agreement, Speebo North Bay shall not be liable to or be required to indemnify BUYER YARDLEY in respect of any losses, costs, claims, damages, expenses and liabilities suffered, sustained, paid or incurred by BUYER YARDLEY in respect of which BUYER YARDLEY is liable to and has indemnified pursuant to subsection 10(b9(b).

Indemnities for Representations and Warranties. (a) Speebo North Bay shall be liable to BUYER ARGENTUM for and shall, in addition, indemnify BUYER ARGENTUM from and against, all losses, costs, claims, damages, expenses and liabilities suffered, sustained, paid or incurred by BUYER ARGENTUM which would not have been suffered, sustained, paid or incurred had all of the representations and warranties contained in Section 7 been accurate and truthful, provided however that nothing in this Subsection 9(a) shall be construed so as to cause North Bay to be liable to or indemnify ARGENTUM in connection with any representation or warranty contained in Section 7 if and to the extent that ARGENTUM did not rely upon such representation or warranty. (b) ARGENTUM shall be liable to North Bay for and shall, in addition, indemnify North Bay from and against, all losses, costs, claims, damages, expenses and liabilities suffered, sustained, paid or incurred by North Bay which would not have been suffered, sustained, paid or incurred had all of the representations and warranties contained in Section 8 been accurate and truthful, provided however that nothing in this Subsection 10(a9(b) shall be construed so as to cause Speebo ARGENTUM to be liable to or indemnify BUYER North Bay in connection with any representation or warranty contained in Section 8 if and to the extent that BUYER did not rely upon such representation or warranty. (b) BUYER shall be liable to Speebo for and shall, in addition, indemnify Speebo from and against, all losses, costs, claims, damages, expenses and liabilities suffered, sustained, paid or incurred by Speebo which would not have been suffered, sustained, paid or incurred had all of the representations and warranties contained in Section 9 been accurate and truthful, provided however that nothing in this Subsection 10(b) shall be construed so as to cause BUYER to be liable to or indemnify Speebo in connection with any representation or warranty contained in Section 9 if and to the extent that Speebo North Bay did not rely upon such representation or warranty. (c) Notwithstanding any other provision in this Agreement, Speebo North Bay shall not be liable to or be required to indemnify BUYER ARGENTUM in respect of any losses, costs, claims, damages, expenses and liabilities suffered, sustained, paid or incurred by BUYER ARGENTUM in respect of which BUYER ARGENTUM is liable to and has indemnified pursuant to subsection 10(b9(b).

Indemnities for Representations and Warranties. (a) Speebo North Bay shall be liable to BUYER LINCOLN for and shall, in addition, indemnify BUYER LINCOLN from and against, all losses, costs, claims, damages, expenses and liabilities suffered, sustained, paid or incurred by BUYER LINCOLN which would not have been suffered, sustained, paid or incurred had all of the representations and warranties contained in Section 7 been accurate and truthful, provided however that nothing in this Subsection 9(a) shall be construed so as to cause North Bay to be liable to or indemnify LINCOLN in connection with any representation or warranty contained in Section 7 if and to the extent that LINCOLN did not rely upon such representation or warranty. (b) LINCOLN shall be liable to North Bay for and shall, in addition, indemnify North Bay from and against, all losses, costs, claims, damages, expenses and liabilities suffered, sustained, paid or incurred by North Bay which would not have been suffered, sustained, paid or incurred had all of the representations and warranties contained in Section 8 been accurate and truthful, provided however that nothing in this Subsection 10(a9(b) shall be construed so as to cause Speebo LINCOLN to be liable to or indemnify BUYER North Bay in connection with any representation or warranty contained in Section 8 if and to the extent that BUYER did not rely upon such representation or warranty. (b) BUYER shall be liable to Speebo for and shall, in addition, indemnify Speebo from and against, all losses, costs, claims, damages, expenses and liabilities suffered, sustained, paid or incurred by Speebo which would not have been suffered, sustained, paid or incurred had all of the representations and warranties contained in Section 9 been accurate and truthful, provided however that nothing in this Subsection 10(b) shall be construed so as to cause BUYER to be liable to or indemnify Speebo in connection with any representation or warranty contained in Section 9 if and to the extent that Speebo North Bay did not rely upon such representation or warranty. (c) Notwithstanding any other provision in this Agreement, Speebo North Bay shall not be liable to or be required to indemnify BUYER LINCOLN in respect of any losses, costs, claims, damages, expenses and liabilities suffered, sustained, paid or incurred by BUYER LINCOLN in respect of which BUYER LINCOLN is liable to and has indemnified pursuant to subsection 10(b9(b).

Indemnities for Representations and Warranties. (a) Speebo Vendor shall be liable to BUYER Purchaser for and shall, in addition, indemnify BUYER Purchaser from and against, all losses, costs, claims, damages, expenses and liabilities suffered, sustained, paid or incurred by BUYER Purchaser which would not have been suffered, sustained, paid or incurred had all of the representations and warranties contained in Section 8 section 4 been accurate and truthful, provided however that nothing in this Subsection 10(asubsection 6(a) shall be construed so as to cause Speebo Vendor to be liable to or indemnify BUYER Purchaser in connection with any representation or warranty contained in Section 8 section 4 if and to the extent that BUYER Purchaser did not rely upon such representation or warranty. (b) BUYER Purchaser shall be liable to Speebo Vendor for and shall, in addition, indemnify Speebo Vendor from and against, all losses, costs, claims, damages, expenses and liabilities suffered, sustained, paid or incurred by Speebo Vendor which would not have been suffered, sustained, paid or incurred had all of the representations and warranties contained in Section 9 section 5 been accurate and truthful, provided however that nothing in this Subsection 10(bsubsection 6(b) shall be construed so as to cause BUYER Purchaser to be liable to or indemnify Speebo Vendor in connection with any representation or warranty contained in Section 9 section 5 if and to the extent that Speebo Vendor did not rely upon such representation or warranty. (c) Notwithstanding any other provision in No claim under this Agreement, Speebo section 6 shall not be liable to made or be required enforceable by a Party unless written notice of such claim, with reasonable particulars, is given by such Party to indemnify BUYER in respect the Party against whom the claim is made within a period of any losses, costs, claims, damages, expenses and liabilities suffered, sustained, paid or incurred by BUYER in respect of which BUYER is liable to and has indemnified pursuant to subsection 10(b)twelve (12) months from the date hereof.

Indemnities for Representations and Warranties. (a) Speebo 11.1 North Bay shall be liable to BUYER Silver Quest for and shall, in addition, indemnify BUYER Silver Quest from and against, all losses, costs, claims, damages, expenses and liabilities suffered, sustained, paid or incurred by BUYER Silver Quest which would not have been suffered, sustained, paid or incurred had all of the representations and warranties contained in Section 8 2.1 been accurate and truthful, provided however that nothing in this Subsection 10(a) Section 11.1 shall be construed so as to cause Speebo North Bay to be liable to or indemnify BUYER Silver Quest in connection with any representation or warranty contained in Section 8 2.1 if and to the extent that BUYER Silver Quest did not rely upon such representation or warranty. (b) BUYER 11.2 Silver Quest shall be liable to Speebo North Bay for and shall, in addition, indemnify Speebo North Bay from and against, all losses, costs, claims, damages, expenses and liabilities suffered, sustained, paid or incurred by Speebo North Bay which would not have been suffered, sustained, paid or incurred had all of the representations and warranties contained in Section 9 2.2 been accurate and truthful, provided however that nothing in this Subsection 10(b) Section 11.2 shall be construed so as to cause BUYER Silver Quest to be liable to or indemnify Speebo North Bay in connection with any representation or warranty contained in Section 9 2.2 if and to the extent that Speebo North Bay did not rely upon such representation or warranty. (c) 11.3 Notwithstanding any other provision in this Agreement, Speebo North Bay shall not be liable to or be required to indemnify BUYER Silver Quest in respect of any losses, costs, claims, damages, expenses and liabilities suffered, sustained, paid or incurred by BUYER Silver Quest in respect of which BUYER Silver Quest is liable to and has indemnified North Bay pursuant to subsection 10(b)Section 11.2.

Indemnities for Representations and Warranties. (a) Speebo Vendor shall be liable to BUYER Purchaser for and shall, in addition, indemnify BUYER Purchaser from and against, all losses, costs, claims, damages, expenses and liabilities suffered, sustained, paid or incurred by BUYER Purchaser which would not have been suffered, sustained, paid or incurred had all of the representations and warranties contained in Section 8 clause 6 been accurate and truthful, provided however that nothing in this Subsection subclause 10(a) shall be construed so as to cause Speebo Vendor to be liable to or indemnify BUYER Purchaser in connection with any representation or warranty contained in Section 8 clause 6 if and to the extent that BUYER Purchaser did not rely upon such representation or warranty. No claim under this clause 10(a) shall be made or be enforceable by the Purchaser unless written notice of such claim with reasonable particulars is given by the Purchaser to the Vendor within a period of one year from the Effective Date. (b) BUYER Purchaser shall be liable to Speebo Vendor for and shall, in addition, indemnify Speebo Vendor from and against, all losses, costs, claims, damages, expenses and liabilities suffered, sustained, paid or incurred by Speebo Vendor which would not have been suffered, sustained, paid or incurred had all of the representations and warranties contained in Section 9 clause 7 been accurate and truthful, provided however that nothing in this Subsection subclause 10(b) shall be construed so as to cause BUYER Purchaser to be liable to or indemnify Speebo Vendor in connection with any representation or warranty contained in Section 9 clause 7 if and to the extent that Speebo Vendor did not rely upon such representation or warranty. (c. No claim under this clause 10(a) Notwithstanding any other provision in this Agreement, Speebo shall not be liable to made or be required enforceable by the Vendor unless written notice of such claim with reasonable particulars is given by the Vendor to indemnify BUYER in respect the Purchaser within a period of any losses, costs, claims, damages, expenses and liabilities suffered, sustained, paid or incurred by BUYER in respect of which BUYER is liable to and has indemnified pursuant to subsection 10(b)one year from the Effective Date.

Indemnities for Representations and Warranties. (a) Speebo Provided Closing occurs, each of Vendor and Subco shall be jointly and severally liable to BUYER for for, and shall, in addition, shall indemnify BUYER Purchaser from and against, all losses, costs, claims, damages, expenses and liabilities Losses suffered, sustained, paid or incurred by BUYER which would not have been sufferedPurchaser as a direct result of any act, sustainedomission, paid circumstance or incurred had all other matter arising out of, resulting from, attributable to, or connected with a breach of the representations and warranties contained in Section 8 been accurate and truthfulsection 7.1 provided, provided however however, that nothing in this Subsection 10(asection 8.1(a) shall be construed so as to cause Speebo Vendor or Subco to be liable to or indemnify BUYER Purchaser in connection with any representation or warranty contained in Section 8 section 7.1, if and to the extent that BUYER Purchaser did not rely upon such representation or warranty. (b) BUYER Provided Closing occurs, Purchaser shall be liable to Speebo for for, and shall, in addition, shall indemnify Speebo Vendor and Subco from and against, all losses, costs, claims, damages, expenses and liabilities Losses suffered, sustained, paid or incurred by Speebo which would not have been sufferedVendor or Subco as a direct result of any act, sustainedomission, paid circumstance or incurred had all other matter arising out of, resulting from, attributable to, or connected with a breach of the representations and warranties contained in Section 9 been accurate and truthfulsection 7.3 provided, provided however however, that nothing in this Subsection 10(bsection 8.1(b) shall be construed so as to cause BUYER Purchaser to be liable to or indemnify Speebo Vendor or Subco in connection with any representation or warranty contained in Section 9 section 7.3, if and to the extent that Speebo Vendor or Subco did not rely upon such representation or warranty. (c) Notwithstanding any other provision If after Closing, a claim by a Third Party is asserted in circumstances which give or may give rise to a right of indemnification under this Agreement, Speebo the Party against whom the claim is asserted shall forthwith give written notice thereof to the other Party and the Parties shall consult and co-operate in respect thereof and in determining whether the claim and any legal proceedings relating thereto should be resisted, compromised or settled. Each Party shall make available to the other all information in its possession or to which it has access and which it is legally entitled to disclose, which is or may be relevant to the particular claim as well as access to the asset subject to the claim, if required. No such claim shall be settled or compromised without the written consent of the indemnifying Party hereunder, which consent shall not be unreasonably withheld. If any claim relates exclusively to a matter for which only one Party is liable to or be required to indemnify BUYER in respect of any losses, costs, claims, damages, expenses and liabilities suffered, sustained, paid or incurred by BUYER in respect of which BUYER there is no right of indemnification hereunder, the Party who is liable shall have exclusive conduct of the claim and all legal proceedings relating thereto. (d) Each Party's obligation to indemnify the other shall not limit or reduce the other Party's rights in respect of a breach of any representation and has indemnified pursuant warranty provided that written notice of such breach is provided within twelve (12) months of the Closing Time. The written notice shall include detailed particulars as to subsection 10(b)the nature and the amount of the claim, the basis upon which it is sought and the provisions of this Agreement applicable to such claim.