Common use of Indemnity by the Vendor Clause in Contracts

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 Without limiting indemnity rights or obligations under any other provisions of this Agreement, the Vendor hereby agrees, subject to the provisions of this Article 7 and subject to the survival period set forth in Section 5.3 hereof9 Indemnification, the Vendor hereby agrees to indemnify and save harmless the Purchaser and any directorthe directors, officer or employee thereof officers and employees of the Purchaser (the Purchaser and such persons being hereinafter together called the “Purchaser IndemniteesIndemnified Parties”) harmless from and against any claims, demands, actions, causes of action, damages, losses, deficiencies, costs, liabilities all Damages and expenses including legal fees on a solicitor-and-his own client basis in respect of the foregoing Claims which may be made suffered or incurred, or may be brought against any of the Purchaser Indemnitees or which any of the Purchaser Indemnitees may suffer or incur as a result ofIndemnified Parties resulting from, in respect arising out of or arising out relating to the following: (a) any misrepresentation, inaccuracy, incorrectness or breach of: (ai) any representation or warranty made, as of the date hereof, by the Vendor contained in this Agreement; (ii) any representation or warranty made by the Vendor contained in this Agreement, as if such representation or warranty were made on and as of the Closing Date after giving effect to any Supplemental Disclosure made by the Vendor pursuant to Section 5.4 hereof; or (iii) any representation or warranty contained in any document or certificate executed as part of or in order to carry out the Transactions; and (b) 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 Vendormaterial respect.

Indemnity by the Vendor. Subject to The Vendor shall indemnify 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 Purchaser's Indemnified Parties and save the Purchaser them fully harmless against, and will reimburse or compensate them for, any directorDamages arising from, 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 ofconnection with: (a) any breach or inaccuracy of any representation or warranty of the Vendor contained in this Agreement (other than those contained in Sections 4.1(e) and (f)) or in any agreement or certificate delivered pursuant hereto; or (b) any breach or any non-performance or non-fulfillment fulfilment of any covenant or agreement on the part of the Vendor contained in this Agreement or in any document agreement or certificate given in order to carry out the transactions contemplated in this Agreementdelivered pursuant hereto; (bc) Taxes relating to any misrepresentationPre-Closing Tax Period, inaccuracy, incorrectness or any breach or inaccuracy of any representation the representations or warranty made by warranties of the Vendor contained in this Agreement Section 4.1(z); (d) any breach or inaccuracy of the representations or warranties of the Vendor contained in any document or certificate given in order to carry out Sections 4.1(e) and (f); (e) the transactions contemplated in this AgreementPre-Closing Reorganization; and (cf) any Claims for brokerage Misrepresentation or other commissions relating alleged Misrepresentation contained in any information included in the Purchaser Information Circular that was provided by the Vendor pursuant to this Agreement or the transactions contemplated hereby which is agreed to or caused by actions Section 2.2(f), including as a result of the Vendorany Order made, or any Person associated with inquiry, investigation or affiliated with the Vendorproceeding instituted by any Securities Regulator or other Governmental Authority based on such a Misrepresentation or alleged Misrepresentation.

Indemnity by the Vendor. Subject to the provisions of this Article 7 and subject to the survival period set forth in Section 5.3 hereof6.10, the Vendor hereby agrees to shall indemnify and save hold the Purchaser Purchaser, its directors, officers, employees, agents and representatives harmless in respect of any directorclaim, officer or employee thereof (the “Purchaser Indemnitees”) harmless from and against any claimsdemand, demandsaction, actions, causes cause of action, damagesdamage, lossesloss, deficienciescost, costs, liabilities and expenses including legal fees on a solicitor-and-his own client basis in respect of the foregoing liability or expense (hereinafter referred to as "Claim") which may be made or brought against any of the Purchaser Indemnitees an Indemnified Party or which any of the Purchaser Indemnitees an Indemnified Party may suffer or incur directly as a result of, in respect of or arising out of: (a) any incorrectness in or breach of any representation or warranty of the Vendor contained in this Agreement or of the Vendor or either of the Vendor's Affiliates in any other agreement, certificate or instrument executed and delivered pursuant to this Agreement; (b) any breach of or any non-performance or non-fulfillment fulfilment of any covenant or agreement on the part of the Vendor contained in under this Agreement or in of the Vendor or either of the Vendor's Affiliates under any document other agreement, certificate or certificate given in order instrument executed and delivered pursuant to carry out the transactions contemplated in this Agreement; (bc) the Excluded Liabilities; (d) any misrepresentation, inaccuracy, incorrectness or breach non-compliance with bulk sales legislation in the jurisdictions in which the Assets are located; or (e) any product liability claims in respect of any representation product of the Business produced or warranty made sold by the Vendor contained in this Agreement prior to the Closing Date, except where the claims arise or contained in any document or certificate given in order to carry out result from 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 Purchaser after the VendorClosing Date.

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 (a) 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, damagesdamage, lossesloss, deficienciesdeficiency, costs, liabilities and expenses including (including, without limitation, legal fees on a solicitor-and-his own solicitor and client basis in respect of the foregoing basis), liability and expense 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: (ai) 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 Agreementhereby; (bii) 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 hereby; or (iii) any claim made against the Purchaser pursuant to the Bulk Sales Act (Ontario). (b) The obligations of indemnification by the Vendor pursuant to paragraph (a) of this section will be: (i) subject to the limitations referred to in this Agreementsection 4.1 hereof with respect to the survival of the representations and warranties by the Vendor; and (cii) any Claims for brokerage or other commissions relating subject to this Agreement or the transactions contemplated hereby which is agreed limitations referred to or caused by actions of the Vendor, or any Person associated with or affiliated with the Vendorin sections 4.3 and 8.3 hereof.