Common use of Indemnity by the Vendor Clause in Contracts

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. (a) The Vendor shall hereby agrees to indemnify the Purchaser’s Indemnified Parties and save them fully the Purchaser harmless againstfrom and against any claims, demands, actions, causes of action, damage, loss, deficiency, cost, liability and will reimburse them for, any Damages arising fromexpense which may be made or brought against the Purchaser or which the Purchaser may suffer or incur as a result of, in connection with respect of or related in any manner whatsoever toarising out of: (ai) 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 performance or non-fulfillment of any covenant, covenant or agreement or obligation on the part of the Vendor contained in this Agreement or in any document given in order to carry out the transactions contemplated hereby; (ii) 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; (iii) any liabilities of the Vendor other agreementthan the Assumed Liabilities; (iv) the operations of the Stock Mill Complex prior to the Transfer Date; and (v) all costs and expenses including, certificate without limitation, legal fees on a solicitor and client basis, incidental to or instrument executed and delivered in respect of the foregoing. (b) The obligations of indemnification by the Vendor pursuant to paragraph (a) of this Agreementsection will be: (i) subject to the limitations referred to in section 5.1 hereof with respect to the survival of the representations and warranties by the Vendor; (ii) subject to the limitations referred to in section 5.3 hereof; (iii) subject the provisions of section 11.3 hereof; and (iv) shall not apply in respect of any work performed by the Purchaser at the Stock Mill Complex during the Trust Period. (c) any Indebtedness or any current liabilities The Vendor and the Purchaser hereby waive compliance with the provisions of the NovaGold Subs existing at or accrued as Bulk Sales Act (Ontario) in relation to the transaction provided for in this Agreement and the Vendor hereby agrees that, if the Bulk Sales Act (Ontario) applies to the transaction provided for in this Agreement, the Vendor shall indemnify and save harmless the Purchaser from and against all loss, liability, cost and expense which it may incur due to such waiver of the Closing Time provisions of the Bulk Sales Act (whether or not any claim Ontario) 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 relation to the aggregate amount completion 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 transaction provided for 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 poolthis Agreement.

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 indemnity 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 indemnity 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 and hold the Purchaser’s , its directors, officers, employees, agents, representatives and the Purchaser's affiliates and their respective directors, officers and employees harmless in respect of any claim, demand, action, cause of action, damage, loss, cost, liability or expense (hereinafter referred to as "CLAIM") which may be made or brought against an Indemnified Parties and save them fully harmless against, and will reimburse them for, any Damages arising fromParty or which it may suffer or incur directly or indirectly as a result of, in connection with respect of or related in any manner whatsoever toarising out of: (a1) subject to Section 5.3(1), 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; (b2) any breach of or any non-fulfilment fulfillment of any covenant, covenant or agreement or obligation on the part of the Vendor contained in under this Agreement or in under any other agreement, certificate or instrument executed and delivered pursuant to this Agreement; (c3) the waiver by the Purchaser of compliance with the Bulk Sales Act (Ontario) in connection with the transactions contemplated by this Agreement; or (4) the termination or lay-off by the Purchaser of any Indebtedness or any current liabilities of the NovaGold Subs existing at or accrued Employee employed as of the Closing Time (whether Date if such Employee is terminated or not any claim in respect thereof is made prior to, at or following laid off as a result of the removal from the Business of the Kombi Line after the Closing TimeDate (including any termination or lay-off resulting from the exercise of any "bumping rights" under the Collective Agreement); (5) excluding, for greater certainty, any Excluded Liability; (i6) any products sold by the Reclamation DepositsBusiness prior to the Closing Date, including any cashClaim alleging product liability, security, letters breach of credit, bonds the Sale of Goods Act (Ontario) or similar obligations that NCI may be required to post in lieu any other type of such Reclamation Deposits up to an amount equal Claim relating to the aggregate amount of products sold by the Reclamation Deposits, and (ii) Business prior to the New Intercompany ReceivableClosing Date; (d7) any claim termination or severance liability incurred by [***Specific third party redacted] the Purchaser as a result of the return to work by any Disabled Employee after the Closing Date, including any termination or [***Specific pronoun redacted] successors or assigns, severance liability incurred by the Purchaser in favour of any other Employee as a result of the exercise by a returning Disabled Employee of any "bumping rights" under the [***Specific claim redacted] purchase and sale agreement dated [***Specific date redacted], among [***Specific third party redacted], NovaGold Canada Inc. and GCMCCollective Agreement; andor (e) 8) any claim fines, penalties, damages, costs or expenses which may be imposed upon or incurred by [***Specific third party redacted] or [***Specific pronoun redacted] successors, assigns, or personal representatives under the letter dated [***Specific date redacted] with Purchaser in 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 of the environmental remediation items referred to a Stub Tax Period, including non-capital losses, capital losses, cumulative Canadian development expense pool, and cumulative Canadian exploration expense pool.in Section 7.9;