Common use of Rights of Indemnity Clause in Contracts

Rights of Indemnity. (a) The Company agrees to indemnify and save harmless the Underwriter and affiliates and its directors, officers, employees, partners and agents (including, for greater certainty, Selling Firms), and each person, if any, controlling the Underwriter (collectively, the “Indemnified Parties” and individually an “Indemnified Party”) from and against all losses, costs, expenses, claims, suits, proceedings, actions, damages and liabilities (other than losses of profit or other consequential damages in connection with the distribution of the Offered Shares), including the aggregate amount paid in reasonable settlement of any actions, suits, proceedings, investigations or claims, commenced or threatened, and any and all expenses whatsoever including the reasonable fees and expenses of counsel of the Underwriter that may be incurred in investigating, preparing for and/or defending any action, suit, proceeding, investigation or claim made or threatened against any Indemnified Party or in enforcing this indemnity (collectively, the “Claims”), to which an Indemnified Party may become subject insofar as the Claims are caused by, result from, arise out of or are based upon, directly or indirectly: (i) any information or statement (except any Underwriter’s Information) contained in any Offering Document, marketing materials or Marketing Materials Amendment, or in any certificate or other document of the Company delivered pursuant to this Agreement that at the time and in light of the circumstances under which it was made contains or is alleged to contain a misrepresentation; (ii) any order made or enquiry, investigation or proceedings commenced or threatened by any securities commission, stock exchange, court or other competent authority based upon any misrepresentation or alleged misrepresentation (except a misrepresentation relating solely to an Indemnified Party, or any of them, provided by an Indemnified Party in writing for inclusion in any Offering Document) contained in any of the Offering Documents, which prevents or restricts the trading in or the sale or distribution of the subordinate voting shares of the Company or the Offered Shares in the Qualifying Jurisdictions or in the United States; (iii) the non-compliance or alleged non-compliance, or a breach or violation or alleged breach or violation, by the Company with any of its obligations under Canadian Securities Laws or United States Securities Laws; or (i) any breach by the Company of its representations, warranties, covenants or obligations to be complied with under this Agreement or under any other document delivered pursuant to this Agreement.

Rights of Indemnity. (ai) The Company agrees to indemnify and save harmless each of the Underwriter Underwriters and each of their affiliates and its their respective directors, officers, employees, partners employees and agents (including, for greater certainty, Selling Firms)agents, and each person, if any, controlling the any Underwriter (collectively, the “"Indemnified Parties” " and individually an “"Indemnified Party”") from and against all losses, costs, expenses, claims, suits, proceedings, actions, damages and liabilities (other than losses of profit or other consequential damages in connection with the distribution of the Offered SharesSecurities), including the aggregate amount paid in reasonable settlement of any actions, suits, proceedings, investigations or claims, commenced or threatened, and any and all expenses whatsoever including the reasonable fees and expenses of counsel of the any Underwriter that may be incurred in investigating, preparing for and/or defending any action, suit, proceeding, investigation or claim made or threatened against any Indemnified Party or in enforcing this indemnity (collectively, the “"Claims”"), to which an Indemnified Party may become subject insofar as the Claims are caused by, result from, arise out of or are based upon, directly or indirectly: (iA) any information or statement (except any Underwriter’s Underwriters' Information or Selling Shareholders' Information) contained in any Preliminary Offering Document, Amended Preliminary Offering Document, Final Offering Document, Offering Document Amendment, marketing materials or Marketing Materials Amendment, or in any certificate or other document of the Company delivered pursuant to this Agreement that at the time and in light of the circumstances under which it was made contains or is alleged to contain a misrepresentation; (iiB) any order made or enquiry, investigation or proceedings commenced or threatened by any securities commission, stock exchange, court or other competent authority based upon any misrepresentation or alleged misrepresentation (except a misrepresentation relating solely to an Indemnified Partyauthority, or any change of them, provided by an Indemnified Party in writing for inclusion in any Offering Document) contained in any law or interpretation of the Offering Documents, administration thereof which prevents or restricts the trading in or the sale or distribution of the subordinate voting shares of the Company or the Offered Shares Securities in the Qualifying Jurisdictions or in the United States; (iiiC) the non-compliance or alleged non-compliance, or a breach or violation or alleged breach or violation, by the Company with any of its obligations under Canadian Securities Laws or United States Securities Laws; or (iD) any breach by the Company of its representations, warranties, covenants or obligations to be complied with under this Agreement or under any other document delivered pursuant to this Agreement. (ii) Each of the Selling Shareholders severally (and not jointly) agrees to indemnify and save harmless each of the Indemnified Parties from and against all Claims, to which an Indemnified Party may become subject insofar as the Claims are caused by, result from, arise out of or are based upon, directly or indirectly: (A) any information or statement (except any Underwriters' Information) in any Selling Shareholders' Information related to such Selling Shareholder or in any certificate or other document of such Selling Shareholder delivered pursuant to this Agreement that at the time and in light of the circumstances under which it was made contains or is alleged to contain (i) a misrepresentation, or

Rights of Indemnity. (ai) The Company agrees to indemnify and save harmless each of the Underwriter Agents and each of their subsidiaries and affiliates and its their respective directors, officers, employees, partners and agents (including, for greater certainty, Selling Firms), and each person, if any, controlling the Underwriter any Agent (collectively, the “"Indemnified Parties” " and individually an “"Indemnified Party”") from and against all losses, costs, expenses, claims, suits, proceedings, actions, damages and liabilities (other than losses of profit or other consequential damages in connection with the distribution of the Offered SharesSecurities), including the aggregate amount paid in reasonable settlement of any actions, suits, proceedings, investigations or claims, commenced or threatened, and any and all expenses whatsoever including the reasonable fees and expenses of counsel of the Underwriter any Agent that may be incurred in investigating, preparing for and/or defending any action, suit, proceeding, investigation or claim made or threatened against any Indemnified Party or in enforcing this indemnity (collectively, the “"Claims”"), to which an Indemnified Party may become subject insofar as the Claims are caused by, result from, arise out of or are based upon, directly or indirectly: (iA) any information or statement (except any Underwriter’s Agents' Information) contained in any Preliminary Prospectus, Amended Preliminary Offering Document, Final Offering Document, Offering Document Amendment, marketing materials or Marketing Materials Amendment, or in any certificate or other document of the Company delivered pursuant to this Agreement that at the time and in light of the circumstances under which it was made contains or is alleged to contain a misrepresentation; (iiB) any order made or enquiry, investigation or proceedings commenced or threatened by any securities commission, stock exchange, court or other competent authority based upon any misrepresentation or alleged misrepresentation (except a misrepresentation relating solely to an Indemnified Partyauthority, or any change of them, provided by an Indemnified Party in writing for inclusion in any Offering Document) contained in any law or interpretation of the Offering Documents, administration thereof which prevents or restricts the trading in or the sale or distribution of the subordinate voting shares of the Company or the Offered Shares Securities in the Qualifying Jurisdictions or in the United States; (iiiC) the non-compliance or alleged non-compliance, or a breach or violation or alleged breach or violation, by the Company with any of its obligations under Canadian Securities Laws or United States Securities Laws; or (iD) any breach by the Company of its representations, warranties, covenants or obligations to be complied with under this Agreement or under any other document delivered pursuant to this Agreement. (ii) The rights of indemnity contained in this Section 19 will not inure to the benefit of the Indemnified Parties if the person asserting any Claim contemplated by this Section 19 was not provided by the Indemnified Parties with a copy of any Offering Document or Offering Document Amendment: (A) which corrects any untrue statement or information, misrepresentation or omission which is the basis of the Claim and (B) which is required under Canadian Securities Laws or United States Securities Laws to be delivered to that person by the Agents.

Rights of Indemnity. (ai) The Company agrees to indemnify and save harmless each of the Underwriter Underwriters and each of their affiliates and its their respective directors, officers, employees, partners employees and agents (including, for greater certainty, Selling Firms)agents, and each person, if any, controlling the any Underwriter or any of its subsidiaries and each shareholder of any Underwriter (collectively, the “Indemnified Parties” and individually an “Indemnified Party”) from and against all losses, costs, expenses, claims, suits, proceedings, actions, damages and liabilities losses (other than losses of profit or other consequential damages in connection with the distribution of the Offered SharesSecurities), costs, expenses, claims, actions, damages and liabilities, joint or solidary, including the aggregate amount paid in reasonable settlement of any actions, suits, proceedings, investigations or claims, commenced or threatened, and any and all reasonable expenses whatsoever including the reasonable fees and expenses of counsel of the any Underwriter that may be reasonably incurred in investigating, preparing for and/or defending any action, suit, proceeding, investigation or claim made or threatened against any Indemnified Party or in enforcing this indemnity (collectively, the “Claims”), to which an Indemnified Party may become subject insofar as the Claims are caused by, result from, arise out of or are based upon, directly or indirectly: (iA) any information or statement (except any information, statement or omission relating solely to the Underwriters made in reliance upon and in conformity with written information furnished to the Company by any Underwriter’s Information, specifically for use in the Preliminary Offering Documents, the Amended Preliminary Offering Documents, the Offering Documents or any Offering Document Amendment) contained in the Preliminary Offering Documents, the Amended Preliminary Offering Documents, the Offering Documents or any Offering Document, marketing materials or Marketing Materials Amendment, Document Amendment or in any certificate or other document of the Company delivered pursuant to this Agreement that, at that at the time and in light of the circumstances under which it was made made, contains or is alleged to contain (i) a misrepresentation; or (ii) an untrue statement of a material fact or an omission to state a material fact that is required to be stated therein or that is necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (iiB) any order made or enquiry, investigation or proceedings commenced or threatened by any securities commission, stock exchange, court commission or other competent authority based upon any actual or alleged untrue statement of a material fact or omission to state a material fact required to be stated or necessary to make any statement not misleading in light of the circumstances under which it was made or any misrepresentation or alleged misrepresentation (except a misrepresentation any information, statement or omission relating solely to an Indemnified Partythe Underwriters made in reliance upon and in conformity with written information furnished to the Company by any Underwriter, specifically for use in the Preliminary Offering Documents, the Amended Preliminary Offering Documents the Offering Documents or any of them, provided by an Indemnified Party in writing for inclusion in any Offering DocumentDocument Amendment) contained in any of the Preliminary Offering Documents, which prevents the Amended Preliminary Offering Documents, the Offering Documents or restricts any Offering Document Amendment, preventing or restricting the trading in or the sale or distribution of the subordinate voting shares of the Company or the Offered Shares Securities in the Qualifying Jurisdictions or in the United Statesany jurisdiction; (iiiC) the non-compliance or alleged non-compliance, or a breach or violation or alleged breach or violation, compliance by the Company with any of its obligations under the Canadian Securities Laws or United States Securities Laws; or (iD) any breach by the Company of its representations, warranties, covenants or obligations to be complied with under this Agreement or under any other document delivered pursuant to this Agreement. (ii) The rights of indemnity contained in this Section 19 will not inure to the benefit of the Indemnified Parties if the person asserting any claim contemplated by this Section 19 was not provided by the Indemnified Parties with a copy of any Offering Document or Offering Document Amendment which corrects any untrue statement or information, misrepresentation (for the purposes of Canadian Securities Laws or United States Securities Laws) or omission which is the basis of the Claim and which is required under Securities Laws to be delivered to that person by the Underwriters or Selling Firms.

Rights of Indemnity. (a) The Company Corporation agrees to indemnify and save harmless each of the Underwriter Agents and affiliates and its each of their affiliates, directors, officers, employees, partners employees and agents (including, for greater certainty, Selling Firms), and each person, if any, controlling the Underwriter (collectively, the “Indemnified Parties” and individually an “Indemnified Party”) from and against all liabilities, claims, losses, costs, expenses, claims, suits, proceedings, actions, damages and liabilities expenses (other than losses of profit including without limitation any legal fees or other consequential damages expenses reasonably incurred by such persons in connection with the distribution defending or investigating any of the Offered Sharesabove, which legal fees and other expenses the Corporation shall reimburse such persons for forthwith upon demand), including the aggregate amount paid but excluding any loss of profits and other consequential damages, in reasonable settlement of any actions, suits, proceedings, investigations or claims, commenced or threatened, and any and all expenses whatsoever including the reasonable fees and expenses of counsel of the Underwriter that may be incurred in investigating, preparing for and/or defending any action, suit, proceeding, investigation or claim made or threatened against any Indemnified Party or in enforcing this indemnity (collectively, the “Claims”), to which an Indemnified Party may become subject insofar as the Claims are way caused by, result or arising directly or indirectly from, arise out of or are based upon, directly or indirectlyin consequence of: (i) any information or statement (except any Underwriter’s Information) contained in the Unit Subscription Agreements, the Documents or the Public Record (other than any Offering Documentinformation or statement relating solely to the Agents and furnished to the Corporation by the Agents expressly for inclusion in the Unit Subscription Agreements), marketing materials which is or Marketing Materials Amendment, is alleged to be untrue or in any certificate omission or other document alleged omission to provide any information or state any fact the omission of the Company delivered pursuant which makes or is alleged to this Agreement that at the time and make any such information or statement untrue or misleading in light of the circumstances under in which it was made contains or is alleged to contain a misrepresentationmade; (ii) any order made or enquiry, investigation or proceedings commenced or threatened by any securities commission, stock exchange, court or other competent authority based upon any misrepresentation or alleged misrepresentation (except a misrepresentation which is based upon information relating solely to an Indemnified Party, or any of them, provided the Agents and furnished to the Corporation by an Indemnified Party in writing the Agents expressly for inclusion in any Offering Documentthe Unit Subscription Agreements) contained in any of the Offering DocumentsMaterial Agreements, which prevents or restricts the trading in Documents or the sale or distribution of the subordinate voting shares of the Company or the Offered Shares in the Qualifying Jurisdictions or in the United StatesPublic Record; (iii) any prohibition or restriction of trading in the non-compliance securities of the Corporation or any prohibition or restriction affecting the distribution of the Offered Securities imposed by any competent authority if such prohibition or restriction is based on any misrepresentation or alleged non-compliancemisrepresentation of a kind referred to in Section 12(a)(ii); (iv) any order made or any inquiry, investigation (whether formal or a breach informal) or violation other proceeding commenced or threatened by any one or more competent authorities (not based upon the activities or the alleged breach activities of the Agents or violationits banking or selling group members, by if any) relating to or materially affecting the Company with any trading or distribution of its obligations under Canadian Securities Laws or United States Securities Lawsthe Offered Securities; or (iv) any breach of, default under or non-compliance by the Company Corporation with any representation, warranty, term or condition of its representations, warranties, covenants the Material Agreements or obligations to be complied with under this Agreement or under any other document delivered pursuant to this Agreementrequirement of Applicable Securities Laws.