Common use of Rights of Indemnity Clause in Contracts

Rights of Indemnity. (a) The Company agrees to indemnify and save harmless each of the Underwriters and affiliates and its directors, officers, employees, partners and agents (including, for greater certainty, Selling Firms), and each person, if any, controlling 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 Securities), 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 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: (i) any information or statement (except any Underwriters’ Information or Selling Shareholders’ 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, or any change of law or interpretation of administration thereof which prevents or restricts the trading in or the sale or distribution of the Securities 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 (iv) 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. (b) 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: (i) any information or statement (except any Underwriters’ Information) in any Selling Shareholders’ Information related to such Selling Shareholder(s) or in any certificate or other document of such Selling Shareholder(s) 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 (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; (ii) any order made or enquiry, investigation or proceedings commenced, announced or threatened by any securities commission, stock exchange, court or other competent authority, or any change of law or interpretation of administration thereof arising solely from any misrepresentation contained in any Selling Shareholders’ Information related to such Selling Shareholder(s), which prevents or restricts the trading in or the sale or distribution of the Securities 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 such Selling Shareholder(s) with any of its obligations under Canadian Securities Laws or United States Securities Laws; or (iv) any breach by such Selling Shareholder(s) of its representations, warranties, covenants or obligations to be complied with under this Agreement or under any other document delivered pursuant to this Agreement. Notwithstanding anything to the contrary contained in this Agreement, the maximum aggregate amount payable by a Selling Shareholder(s) under the indemnity provision contained this Section 21(1)(b) and the contribution provision contained in Section 22 shall be the extent of the net proceeds actually received by the applicable Selling Shareholder(s) under the Offering.

Rights of Indemnity. (a) The Company Corporation agrees to indemnify and save harmless each of the Underwriters 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 any 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 Securitiesabove, 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 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 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 Underwriters’ Information or Selling Shareholders’ 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 misrepresentation or alleged misrepresentation (except a misrepresentation which is based upon information relating to the Agents and furnished to the Corporation by the Agents expressly for inclusion in the Unit Subscription Agreements) contained in the Material Agreements, the Documents or the Public Record; (iii) any prohibition or restriction of trading in the 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 misrepresentation of a kind referred to in Section 12(a)(ii); (iv) any order made or enquiryany inquiry, investigation (whether formal or proceedings informal) or other proceeding commenced or threatened by any securities commissionone or more competent authorities (not based upon the activities or the alleged activities of the Agents or its banking or selling group members, stock exchange, court if any) relating to or other competent authority, or any change of law or interpretation of administration thereof which prevents or restricts materially affecting the trading in or the sale or distribution of the Securities 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 LawsOffered Securities; or (ivv) any breach by the Company of its representationsof, warranties, covenants default under or obligations to be complied with under this Agreement or under any other document delivered pursuant to this Agreement. (b) 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: (i) any information or statement (except any Underwriters’ Information) in any Selling Shareholders’ Information related to such Selling Shareholder(s) or in any certificate or other document of such Selling Shareholder(s) 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 (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; (ii) any order made or enquiry, investigation or proceedings commenced, announced or threatened by any securities commission, stock exchange, court or other competent authority, or any change of law or interpretation of administration thereof arising solely from any misrepresentation contained in any Selling Shareholders’ Information related to such Selling Shareholder(s), which prevents or restricts the trading in or the sale or distribution of the Securities 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 such Selling Shareholder(s) the Corporation with any representation, warranty, term or condition of its obligations under Canadian Securities Laws the Material Agreements or United States any requirement of Applicable Securities Laws; or (iv) any breach by such Selling Shareholder(s) of its representations, warranties, covenants or obligations to be complied with under this Agreement or under any other document delivered pursuant to this Agreement. Notwithstanding anything to the contrary contained in this Agreement, the maximum aggregate amount payable by a Selling Shareholder(s) under the indemnity provision contained this Section 21(1)(b) and the contribution provision contained in Section 22 shall be the extent of the net proceeds actually received by the applicable Selling Shareholder(s) under the Offering.

Rights of Indemnity. (ai) The Company agrees to indemnify and save harmless each of the Underwriters 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 any Underwriter 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 Securities), 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 any Underwriter 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 Underwriters’ Information or Selling Shareholders’ 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, or any change of law or interpretation of administration thereof which prevents or restricts the trading in or the sale or distribution of the 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 (ivD) 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. (bii) Each The rights of indemnity contained in this Section 19 will not inure to the Selling Shareholders severally (and not jointly) agrees to indemnify and save harmless each benefit of the Indemnified Parties from and against all Claimsif 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, to misrepresentation or omission which an Indemnified Party may become subject insofar as is the Claims are caused by, result from, arise out of or are based upon, directly or indirectly: (i) any information or statement (except any Underwriters’ Information) in any Selling Shareholders’ Information related to such Selling Shareholder(s) or in any certificate or other document of such Selling Shareholder(s) delivered pursuant to this Agreement that at the time and in light basis of the circumstances under Claim and (B) which it was 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; (ii) any order made or enquiry, investigation or proceedings commenced, announced or threatened by any securities commission, stock exchange, court or other competent authority, or any change of law or interpretation of administration thereof arising solely from any misrepresentation contained in any Selling Shareholders’ Information related to such Selling Shareholder(s), which prevents or restricts the trading in or the sale or distribution of the Securities 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 such Selling Shareholder(s) with any of its obligations under Canadian Securities Laws or United States Securities Laws; or (iv) any breach by such Selling Shareholder(s) of its representations, warranties, covenants or obligations Laws to be complied with under this Agreement or under any other document delivered pursuant to this Agreement. Notwithstanding anything to the contrary contained in this Agreement, the maximum aggregate amount payable by a Selling Shareholder(s) under the indemnity provision contained this Section 21(1)(b) and the contribution provision contained in Section 22 shall be the extent of the net proceeds actually received that person by the applicable Selling Shareholder(s) under the OfferingAgents.

Rights of Indemnity. (a) The Company agrees to indemnify and save harmless each of the Underwriters Underwriter and affiliates and its directors, officers, employees, partners and agents (including, for greater certainty, Selling Firms), and each person, if any, controlling any 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 SecuritiesOffered 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 any 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 Underwriters’ Information or Selling Shareholders’ 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 authorityauthority based upon any misrepresentation or alleged misrepresentation (except a misrepresentation relating solely to an Indemnified Party, or any change of law or interpretation them, provided by an Indemnified Party in writing for inclusion in any Offering Document) contained in any of administration thereof the Offering Documents, which prevents or restricts the trading in or the sale or distribution of the Securities 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 (ivi) 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. (b) 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: (i) any information or statement (except any Underwriters’ Information) in any Selling Shareholders’ Information related to such Selling Shareholder(s) or in any certificate or other document of such Selling Shareholder(s) 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 (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; (ii) any order made or enquiry, investigation or proceedings commenced, announced or threatened by any securities commission, stock exchange, court or other competent authority, or any change of law or interpretation of administration thereof arising solely from any misrepresentation contained in any Selling Shareholders’ Information related to such Selling Shareholder(s), which prevents or restricts the trading in or the sale or distribution of the Securities 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 such Selling Shareholder(s) with any of its obligations under Canadian Securities Laws or United States Securities Laws; or (iv) any breach by such Selling Shareholder(s) of its representations, warranties, covenants or obligations to be complied with under this Agreement or under any other document delivered pursuant to this Agreement. Notwithstanding anything to the contrary contained in this Agreement, the maximum aggregate amount payable by a Selling Shareholder(s) under the indemnity provision contained this Section 21(1)(b) and the contribution provision contained in Section 22 shall be the extent of the net proceeds actually received by the applicable Selling Shareholder(s) under the Offering.