Indemnity by the Vendor. Subject to the provisions of this Article 7 and subject to the survival period set forth in Section 5.3 hereof, the Vendor hereby agrees to indemnify and save the Purchaser and any director, officer or employee thereof (the “Purchaser Indemnitees”) harmless from and against any claims, demands, actions, causes of action, damages, losses, deficiencies, costs, liabilities and expenses including legal fees on a solicitor-and-his own client basis in respect of the foregoing which may be made or brought against any of the Purchaser Indemnitees or which any of the Purchaser Indemnitees may suffer or incur as a result of, in respect of or arising out of:
(a) any non-performance or non-fulfillment of any covenant or agreement on the part of the Vendor contained in this Agreement or in any document or certificate given in order to carry out the transactions contemplated in this Agreement;
(b) any misrepresentation, inaccuracy, incorrectness or breach of any representation or warranty made by the Vendor contained in this Agreement or contained in any document or certificate given in order to carry out the transactions contemplated in this Agreement; and
(c) any Claims for brokerage or other commissions relating to this Agreement or the transactions contemplated hereby which is agreed to or caused by actions of the Vendor, or any Person associated with or affiliated with the Vendor.
Indemnity by the Vendor. Subject to section 13.03 and provided that Closing has occurred, the Vendor shall:
(a) be liable to the Purchaser for all losses, costs, damages and expenses whatsoever which the Purchaser may suffer, sustain, pay or incur; and
(b) indemnify and save the Purchaser and its employees, consultants and agents and the directors, and officers of PEOC harmless from and against all claims, liabilities, actions, proceedings, demands, losses, costs, damages and expenses whatsoever which may be brought against or suffered by the Purchaser, or its Table of Contents employees, consultants and agents and the directors, and officers of PEOC or which they may sustain, pay or incur; as a direct result of any matter or thing arising out of, resulting from, attributable to or connected with a breach of the representations and warranties of the Vendor in Article IV and occurring prior to the Effective Time, except any losses, costs, damages, expenses, claims, liabilities, actions, proceedings and demands to the extent that the same either are reimbursed (or reimbursable) by insurance maintained by the Purchaser or are caused by the gross negligence or wilful misconduct of the Purchaser, its employees, consultants and agents or of the directors and officers of PEOC. The indemnity granted by the Vendor herein, however, is not a title warranty and does not provide an extension of any representation or warranty contained in Article IV. Notwithstanding any provision herein, the liability of the Vendor and the indemnity hereby granted by the Vendor to the Purchaser shall only apply with respect to claims made within twelve (12) months following the Closing Time.
Indemnity by the Vendor. Subject to the limitations set forth in this Agreement, from and after the Closing, the Vendor shall be liable for, and as a separate covenant, shall indemnify, defend and hold the Purchaser Indemnified Parties harmless against any Damages arising from:
(a) any breach of any Vendor Fundamental Representation;
(b) any breach of any Vendor Environmental Representation;
(c) any breach of any Vendor Additional Tax Representation; provided that the Purchaser Indemnified Parties shall not be entitled to indemnification pursuant to this Section 7.4(c) to the extent that such Damages constitute Vendor Taxes, indemnification for which will be solely subject to Section 7.4(f);
(d) any breach of any other representation or warranty of the Vendor contained in this Agreement (other than in Section 3.3(5)) or in any certificate executed and delivered pursuant to this Agreement and, for certainty, none of the Purchaser Indemnified Parties will have any right to have Vendor be liable for, or indemnify, defend and hold them harmless against, any Damages arising from the breach of the representations and warranties of the Vendor in Section 3.3(5) or any certificate executed and delivered pursuant to this Agreement to the extent on account of Section 3.3(5);
(e) any breach or any non-fulfilment of any covenant or agreement on the part of the Vendor contained in this Agreement or in any certificate executed and delivered pursuant to this Agreement;
(f) any Vendor Taxes, to the extent such Tax is not specifically taken into account on the Closing Financial Statements; provided that for purposes of clarity the gross amount of an item shall be specifically taken into account if it is ultimately reflected as a net number due to financial consolidation;
(g) the Vendor Pre-Closing Transactions;
(h) the Excluded Pre-Closing Environmental Liabilities; and
(i) the failure of the Vendor to obtain the Consents listed in Schedule 3.5(8) under the heading “Indemnifiable Consents” on or prior to Closing, to the extent actually required to permit the assignment of the contract, and for greater certainty regardless of whether or not the Vendor has satisfied its obligation to use commercially reasonable efforts to obtain said Consents as described in Section 5.1(10), except to the extent caused by Purchaser’s failure to fulfill its obligations under Section 5.1(10).
Indemnity by the Vendor. The Vendor shall indemnify the Purchaser’s Indemnified Parties and save them fully harmless against, and will reimburse them for, any Damages arising from, in connection with or related in any manner whatsoever to:
(a) any incorrectness in or breach of any representation or warranty of the Vendor contained in this Agreement or in any other agreement, certificate or instrument executed and delivered pursuant to this Agreement;
(b) any breach or any non-fulfilment of any covenant, agreement or obligation on the part of the Vendor contained in this Agreement or in any other agreement, certificate or instrument executed and delivered pursuant to this Agreement;
(c) any Indebtedness or any current liabilities of the NovaGold Subs existing at or accrued as of the Closing Time (whether or not any claim in respect thereof is made prior to, at or following the Closing Time) excluding, for greater certainty, (i) the Reclamation Deposits, including any cash, security, letters of credit, bonds or similar obligations that NCI may be required to post in lieu of such Reclamation Deposits up to an amount equal to the aggregate amount of the Reclamation Deposits, and (ii) the New Intercompany Receivable;
(d) any claim by [***Specific third party redacted] or [***Specific pronoun redacted] successors or assigns, under the [***Specific claim redacted] purchase and sale agreement dated [***Specific date redacted], among [***Specific third party redacted], NovaGold Canada Inc. and GCMC; and
(e) any claim by [***Specific third party redacted] or [***Specific pronoun redacted] successors, assigns, or personal representatives under the letter dated [***Specific date redacted] with respect to the [***Specific claim redacted],(formally mineral claim no. [***Specific claim number redacted], and currently a portion of mineral claim no. [***Specific claim number redacted], as referenced in an Assignment and Assumption Agreement dated [***Specific date redacted] recorded against [***Specific claim redacted]. in each case, except to the extent any such Damages relate to the amount or character for tax purposes of any tax attribute relating to a Stub Tax Period, including non-capital losses, capital losses, cumulative Canadian development expense pool, and cumulative Canadian exploration expense pool.
Indemnity by the Vendor. The Vendor shall indemnify the Purchaser’s Indemnified Parties and save them fully harmless against, and will reimburse them for, any Damages arising from, in connection with or related in any manner whatsoever to:
(a) any incorrectness in or breach of any representation or warranty of the Vendor contained in this Agreement or in any other agreement, certificate or instrument executed and delivered pursuant to this Agreement (including, for greater certainty, the Vendor Disclosure Statement); and
(b) any breach or any non-fulfilment of any covenant or agreement on the part of the Vendor contained in this Agreement or in any other agreement, certificate or instrument executed and delivered pursuant to this Agreement.
Indemnity by the Vendor. Subject to Section 5.3, the Vendor shall indemnify and hold the Purchaser, its directors, officers, employees, agents, representatives and the Purchaser's Affiliates and their respective directors, officers, employees, agents, representatives, harmless in respect of any claim, demand, action, cause of action, damage, loss, cost, liability or expense (hereinafter referred to as a "CLAIM") which may be made or brought against an Indemnified Party or which it may suffer or incur directly or indirectly as a result of, in respect of or arising out of:
(1) any incorrectness in or breach of any representation or warranty of the Vendor contained in this Agreement or under any other agreement, certificate or instrument executed and delivered pursuant to this Agreement; or
(2) any breach or non-fulfillment of any covenant or agreement on the part of the Vendor under this Agreement or under any other agreement, certificate or instrument executed and delivered pursuant to this Agreement.
Indemnity by the Vendor. Subject to this Article 3, the Vendor shall indemnify the Purchaser’s Indemnified Parties and will reimburse them for, any actual out-of-pocket losses, liabilities, damages or expenses (including reasonable attorneys’ fees and disbursements) (“Damages”) arising from or related to:
(a) any breach of any representation or warranty of the Vendor contained in this Agreement or in any other agreement, certificate or instrument executed and delivered to the Purchaser pursuant to this Agreement;
(b) any breach of any covenant or agreement on the part of the Vendor contained in this Agreement or in any other agreement, certificate or instrument executed and delivered to the Purchaser pursuant to this Agreement;
(c) any Corporation Liabilities that are Finally Determined to be in excess of $4,114,803; and
(d) any Taxes required to be paid by the Corporation for (i) any Pre-Closing Tax Period, or (ii) the portion of a Straddle Period ending on the date hereof.
Indemnity by the Vendor. The Vendor covenants and agrees to indemnify and hold harmless the Purchaser from and against:
(a) any and all loss, damages, expenses, costs, liabilities and deficiencies:
(i) resulting from any misrepresentation, misstatement, breach of warranty or the non-fulfilment of any covenant on the part of the Vendor under this Agreement or under any document or instrument delivered pursuant hereto or in connection herewith; or
(ii) arising in connection with the affairs of the Vendor and the operation of its business prior to the Closing Date; and
(b) any and all claims, actions, suits, proceedings, demands, assessments, judgments, charges, penalties, costs and expenses (including any payment made in good faith in settlement of any claim or potential claim, and including the full amount of any reasonable legal expenses invoiced to the Purchaser) which arise or are made or claimed against or are suffered or incurred by the Purchaser, as the case may be, in respect of any of the foregoing.
Indemnity by the Vendor. The Vendor shall indemnify the Purchaser’s Indemnified Parties and save them fully harmless against any Damages which may be imposed upon or asserted against or suffered or incurred by the Purchaser’s Indemnified Parties as a direct or indirect result of, or arising out of or in connection with or related in any manner whatever to:
(a) any incorrectness in or breach of any representation or warranty of the Vendor contained in this Agreement or in any other agreement, certificate or instrument executed and delivered pursuant to this Agreement, including for greater certainty, representations and warranties with respect to the Corporation and/or the Target;
(b) any breach or any non-fulfilment of any covenant or agreement on the part of the Vendor contained in this Agreement or in any other agreement, certificate or instrument executed and delivered pursuant to this Agreement;
(c) any Legal Proceeding to which the Corporation and/or the Target is a party at any time on or prior to Closing, or to which it becomes a party after the date hereof arising from facts or circumstances that existed at any time on or prior to Closing;
(d) any breach or alleged breach of any pending or executory contract, agreement, lease or arrangement to which the Corporation is a party or by which the Corporation or the Shares are bound or under which the Corporation has rights by the Corporation which occurred prior to the Closing or any such breach which occurs after Closing but arises out of a continuation of a course of conduct which commenced prior to Closing; and
(e) any failure on the part of the Target to have made any required filing under Applicable Securities Laws or any default on the part of the Target in connection with any such required filing or compliance with Applicable Securities Laws generally, and, for greater certainty and without limiting the generality of the provisions of Sections 10.1(a) and (b), the indemnity provided for in this Section 10.1 shall extend to any Damages arising from any act, omission or state of facts that occurred or existed prior to Closing (and whether or not disclosed in any Schedule to this Agreement).
Indemnity by the Vendor. Subject to Section 4.5, the Vendor shall indemnify HTC’s Indemnified Parties and save them fully harmless against, and will reimburse them for, any Damages arising from, in connection with or related in any manner whatsoever to:
(a) any incorrectness in or breach of any representation or warranty of the Vendor Parties contained in this Agreement or in any other agreement, certificate or instrument executed and delivered pursuant to this Agreement (other than those referred to in Section 4.2(g)(ii));
(b) any breach or any non-fulfilment of any covenant or agreement on the part of the Vendor Parties contained in this Agreement or in any other agreement, certificate or instrument executed and delivered pursuant to this Agreement;
(c) defects or deficiencies in any services provided by the Merger Sub, in whole or in part, prior to the Closing Date;
(d) any Legal Proceeding to which the Merger Sub is a party at any time on or prior to the Closing Date, or to which it becomes a party after the Closing Date arising from facts or circumstances that existed at any time on or prior to the Closing Date;
(e) any breach or alleged breach of any contract by the Merger Sub that occurred prior to or on the Closing Date or any such breach that occurs after the Closing Date but arises out of a continuation of a course of conduct that commenced prior to the Closing Date, including any contract disclosed in Schedule 2.1(11);
(f) Indemnified Taxes; and ; or
(g) any (i)
