Common use of Other Indemnification Matters Clause in Contracts

Other Indemnification Matters. (i) All indemnification payments made pursuant to this Section 9.1 will be treated as an adjustment to the Purchase Price unless otherwise required by applicable Law. (ii) The Indemnified Party will take all commercially reasonable steps to mitigate any Losses for which such Indemnified Party seeks indemnification hereunder. (iii) The amount of any Losses subject to indemnification under this Section 9.1 will be calculated net of any insurance proceeds received and any other payments from third parties received (reduced by any costs or expenses incurred in collection of such amounts by the Indemnified Party (or any of its Affiliates) and net of any increases in future premiums reasonably determined to result primarily from such claim) by the Indemnified Party on account of such Losses. In the event that an insurance or other recovery is received by any Indemnified Party with respect to any Losses for which any such Person has been indemnified hereunder, then a refund equal to the amount of the recovery (reduced by any costs or expenses incurred in collection of such amounts by the Indemnified Party (or any of its Affiliates) and increases in future premiums reasonably determined to result primarily from such claim) will be made promptly to the Indemnifying Party that made or directed such indemnification payments to such Indemnified Party. (iv) Except (i) with respect to claims based upon Fraud, (ii) for remedies that cannot be waived as a matter of Law and (iii) injunctive and provisional relief in accordance with the terms of this Agreement, if the Closing occurs, this Section 9.1 will be the sole and exclusive remedy for breach of, inaccuracy in, or failure to comply with, any representation, warranty, or covenant contained in this Agreement, or otherwise in respect of the transactions contemplated by this Agreement. (v) Seller will not have any liability for any Losses to the extent that an allowance, provision or reserve covering such Losses is included in the final calculation of the Final Closing Working Capital as determined pursuant to Section 2.6.

Other Indemnification Matters. (i) All indemnification payments made For purposes of the indemnity set forth in Sections 8(b)(i) and 8(c)(i) above, the amount of Losses resulting or arising therefrom, (x) shall be determined without reference to any materiality qualifiers (“Material Adverse Effect,” “in all material respects” and similar qualifiers) contained in the text of the applicable representation or warranty, and (y) shall be adjusted to reflect any remedial action taken or caused to be taken by Seller pursuant to this Section 9.1 will 6(k)(i). If any matter could be treated asserted as an adjustment indemnification claim under one or more of the clauses set forth above in Section 8(b) or Section 8(c), the Indemnified Parties may select the clauses under which they assert such claim, and may assert such claim under multiple clauses, but will not be entitled to collect multiple recoveries for the Purchase Price unless otherwise required by applicable Lawsame underlying matter. (ii) The Indemnified Party will take all commercially reasonable steps to mitigate any Losses for which such Indemnified Party seeks indemnification hereunder. (iii) The amount of any Losses subject to indemnification under Notwithstanding anything else contained in this Section 9.1 will be calculated net of any insurance proceeds received and Agreement or any other payments from third parties received (reduced by any costs or expenses incurred document in collection connection with the transactions contemplated hereby, the representations, warranties, covenants and obligations of such amounts Seller and Purchaser, and the rights and remedies that may be exercised by the Indemnified Party Parties, based on such representations, warranties, covenants and obligations, will not be limited or affected by any investigation conducted by Purchaser or Seller or any agent of Purchaser or Seller with respect to, or any knowledge acquired (or any capable of its Affiliates) and net of any increases in future premiums reasonably determined to result primarily from such claimbeing acquired) by Purchaser or Seller or any agent of Purchaser or Seller at any time, whether before or after the Indemnified Party on account of such Losses. In the event that an insurance or other recovery is received by any Indemnified Party Closing, with respect to any Losses for which the accuracy or inaccuracy of or compliance with or performance of any such Person has been indemnified hereunder, then a refund equal to the amount of the recovery (reduced by any costs or expenses incurred in collection of such amounts by the Indemnified Party (or any of its Affiliates) and increases in future premiums reasonably determined to result primarily from such claim) will be made promptly to the Indemnifying Party that made or directed such indemnification payments to such Indemnified Party. (iv) Except (i) with respect to claims based upon Fraud, (ii) for remedies that cannot be waived as a matter of Law and (iii) injunctive and provisional relief in accordance with the terms of this Agreement, if the Closing occurs, this Section 9.1 will be the sole and exclusive remedy for breach of, inaccuracy in, or failure to comply with, any representation, warranty, covenant or obligation, and no Indemnified Party shall be required to show that it relied on any (and each Indemnified Party shall be deemed to have relied on each) such representation, warranty, covenant contained or obligation of Seller or Purchaser, as applicable, in this Agreement, or otherwise in respect of the transactions contemplated by this Agreement. (v) Seller will not have any liability for any Losses order to the extent that an allowance, provision or reserve covering such Losses is included in the final calculation of the Final Closing Working Capital as determined be entitled to indemnification pursuant to this Section 2.68.

Other Indemnification Matters. (i) All indemnification payments made pursuant to this Section 9.1 will be treated as an adjustment to the Purchase Price unless otherwise required by applicable Law. (ii) The Indemnified Party will take all commercially reasonable steps to mitigate any Losses for which such Indemnified Party seeks indemnification hereunder. (iii) The amount of any Losses subject to indemnification under this Section 9.1 will be calculated net of any insurance proceeds received and any other payments from third parties received (reduced by any costs or expenses incurred in collection of such amounts by the Indemnified Party (or any of its Affiliates) and net of any increases in future premiums reasonably determined to result primarily from such claim) by the Indemnified Party on account of such Losses. In the event that an insurance or other recovery is received by any Indemnified Party with respect to any Losses for which any such Person has been indemnified hereunder, then a refund equal to the amount of the recovery (reduced by any costs or expenses incurred in collection of such amounts by the Indemnified Party (or any of its Affiliates) and increases in future premiums reasonably determined to result primarily from such claim) will be made promptly to the Indemnifying Party that made or directed such indemnification payments to such Indemnified Party. (iv) Except (i) with respect to claims based upon Fraud, (ii) for remedies that cannot be waived as a matter of Law and (iii) injunctive and provisional relief in accordance with the terms of this Agreement, if the Closing occurs, this Section 9.1 will be the sole and exclusive remedy for breach of, inaccuracy in, or failure to comply with, any representation, warranty, or covenant contained in this Agreement, or otherwise in respect of the transactions contemplated by this Agreement. (v) No Seller will not have any liability for any Losses to the extent that an allowance, provision or reserve covering such Losses is included in the final calculation of the Final Closing Working Capital as determined pursuant to Section 2.6.

Other Indemnification Matters. (i) All indemnification payments made pursuant to this Section 9.1 by the Transferors will be treated as an adjustment to the Purchase Price unless otherwise required by applicable Law. (ii) The Indemnified Party will take all commercially reasonable steps to mitigate any Losses for which such Indemnified Party seeks indemnification hereunder. (iii) The amount of any Losses subject to indemnification under this Section 9.1 will be calculated net of any insurance proceeds received and any other payments from third parties received (reduced by any costs or expenses incurred in collection of such amounts by the Indemnified Party (or any of its Affiliates) and net of any increases in future premiums reasonably determined to result primarily from such claim) by the Indemnified Party on account of such Losses. In the event that an insurance or other recovery is received by any Indemnified Party with respect to any Losses for which any such Person has been indemnified hereunder, then a refund equal to the amount of the recovery (reduced by any costs or expenses incurred in collection of such amounts by the Indemnified Party (or any of its Affiliates) and increases in future premiums reasonably determined to result primarily from such claim) will be made promptly to the Indemnifying Party that made or directed such indemnification payments to such Indemnified Party. (iv) Except (iA) with respect to claims based upon Fraudfraud, (iiB) for remedies that cannot be waived as a matter of Law and (iiiC) injunctive and provisional relief in accordance with the terms of this Agreement, if the Closing occurs, this Section 9.1 will be the sole and exclusive remedy for breach of, inaccuracy in, or failure to comply with, any representation, warranty, or covenant contained in this Agreement, or otherwise in respect of the transactions contemplated by this Agreement. (viii) With respect to any indemnification payment obligations of Seller will not have any liability for any Losses or Owners under this Section 9.1 that is determined to be a Final Indemnification Claim, a Buyer Party shall be entitled to recover such amounts from Seller or Owners, as applicable, under this Agreement. provided, that, such recovery shall come from the extent that an allowance, provision or reserve covering such Losses is included following sources in the final calculation following order of priority: first, from the Consideration Shares, and second, from Seller or Owners, as applicable, provided in this second priority a Buyer Party shall be entitled to rely on Section 9.1(g) as it relates to any Earn-Out Payments. Any Consideration Shares that are used in satisfaction of such indemnification obligation shall be valued at the deemed issuance price of the Final Closing Working Capital as determined Consideration Shares pursuant to Section 2.62.2(b). A “Final Indemnification Claim” shall mean any claim by any Transferor against Seller pursuant to Section 9.1(b) with respect to any Losses suffered or incurred by any Transferor that is (i) subject to a written agreement between Seller and any Transferor, (ii) a final settlement between Seller and any Transferor; or (iii) a final adjudication determined by a court of competent jurisdiction that an indemnification obligation is owing by Seller to a Buyer Party.

Other Indemnification Matters. (i) All indemnification payments made pursuant to this Section 9.1 will be treated as an adjustment to the Purchase Price unless otherwise required by applicable Law. (ii) The Indemnified Party will take all commercially reasonable steps to mitigate any Losses for which such Indemnified Party seeks indemnification hereunder. (iii) The amount of any Losses subject to indemnification under this Section 9.1 will be calculated net of any insurance proceeds received and any other payments from third parties received (reduced by any costs or expenses incurred in collection of such amounts by the Indemnified Party (or any of its Affiliates) and net of any increases in future premiums reasonably determined to result primarily from such claim) by the Indemnified Party on account of such Losses. In the event that an insurance or other recovery is received by any Indemnified Party with respect to any Losses for which any such Person has been indemnified hereunder, then a refund equal to the amount of the recovery (reduced by any costs or expenses incurred in collection of such amounts by the Indemnified Party (or any of its Affiliates) and increases in future premiums reasonably determined to result primarily from such claim) will be made promptly to the Indemnifying Party that made or directed such indemnification payments to such Indemnified Party. (iv) Except (iA) with respect to claims based upon Fraudfraud, (iiB) for remedies that cannot be waived as a matter of Law and (iiiC) injunctive and provisional relief in accordance with the terms of this Agreement, if the Closing occurs, this Section 9.1 will be the sole and exclusive remedy for breach of, inaccuracy in, or failure to comply with, any representation, warranty, or covenant contained in this Agreement, or otherwise in respect of the transactions contemplated by this Agreement. Notwithstanding the foregoing or anything to the contrary set forth herein, from and after the date on which the RTO Condition and the Regulatory Approval Condition have been fulfilled, each Party will expressly have available the remedy of specific performance in the event that the other Party breaches any of the terms and provisions of this Agreement. (viv) No Seller will not have any liability for any Losses to the extent that an allowance, provision or reserve covering such Losses is included in the final calculation of the Final Closing Non-Cash Working Capital statement as determined pursuant to Section 2.62.5. (v) All indemnification obligations pursuant to this Section 9.1 shall be limited to the Losses that remain after deducting therefrom (i) any net insurance proceeds or any indemnity, contribution or other similar payment received by the Indemnified Party and (ii) any actual reduction in cash payments for Taxes of the Indemnified Party in connection with the Loss. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies or indemnity, contribution or other similar agreements with respect to any Losses prior to seeking indemnification under this Agreement. For the avoidance of doubt, Buyer shall have the right to simultaneously file an insurance claim and make an indemnification claim pursuant to this Agreement.

Other Indemnification Matters. (i) All indemnification payments made pursuant to this Section 9.1 by the Transferors will be treated as an adjustment to the Purchase Price unless otherwise required by applicable Law. (ii) The Indemnified Party will take all commercially reasonable steps to mitigate any Losses for which such Indemnified Party seeks indemnification hereunder. (iii) The amount of any Losses subject to indemnification under this Section 9.1 will be calculated net of any insurance proceeds received and any other payments from third parties received (reduced by any costs or expenses incurred in collection of such amounts by the Indemnified Party (or any of its Affiliates) and net of any increases in future premiums reasonably determined to result primarily from such claim) by the Indemnified Party on account of such Losses. In the event that an insurance or other recovery is received by any Indemnified Party with respect to any Losses for which any such Person has been indemnified hereunder, then a refund equal to the amount of the recovery (reduced by any costs or expenses incurred in collection of such amounts by the Indemnified Party (or any of its Affiliates) and increases in future premiums reasonably determined to result primarily from such claim) will be made promptly to the Indemnifying Party that made or directed such indemnification payments to such Indemnified Party. (iv) Except (iA) with respect to claims based upon Fraudfraud, (iiB) for remedies that cannot be waived as a matter of Law and (iiiC) injunctive and provisional relief in accordance with the terms of this Agreement, if the First Closing occurs, this Section 9.1 will be the sole and exclusive remedy for breach of, inaccuracy in, or failure to comply with, any representation, warranty, or covenant contained in this Agreement, or otherwise in respect of the transactions contemplated by this Agreement. (viii) Seller will not have With respect to any liability for any Losses indemnification payment obligations of Seller, W Vapes or Xxxxxxx under this Section 9.1 that is determined to be a Final Indemnification Claim, a Buyer Party shall be entitled to recover such amounts from Seller, W Vapes or Xxxxxxx, as applicable, under this Agreement. provided, that, such recovery shall come from the extent that an allowance, provision or reserve covering such Losses is included following sources in the final calculation following order of priority: first, from the Consideration Shares, and second, from Seller, W Vapes or Xxxxxxx, as applicable. Any Consideration Shares that is used in satisfaction of such indemnification obligation shall be valued at the greater of: (i) the volume weighted average trading price of the Consideration Shares on the Canadian Securities Exchange during the 10-trading day period preceding such payment date, and (ii) the value of such Restricted Shares established at the First Closing. A “Final Closing Working Capital as determined Indemnification Claim” shall mean any claim by any Transferor against Seller or W Vapes pursuant to Section 2.69.1(b) with respect to any Losses suffered or incurred by any Transferor that is (i) subject to a written agreement between Seller and any Transferor, (ii) a final settlement between Seller and any Transferor; or (iii) a final adjudication determined by a court of competent jurisdiction that an indemnification obligation is owing by Seller to a Buyer Party.