General Indemnification Rules. The obligations of an Indemnifying Party to indemnify an Indemnified Party in respect of Claims shall also be subject to the following: (a) without limiting the generality of Sections 6.1, 6.2 and 6.3, any Claim for breach of any representation, warranty or covenant shall be subject to Section 4.4 and 4.5; (b) the Indemnifying Party’s obligation to indemnify the Indemnified Party shall only apply to the extent that the Claims in respect of which the Indemnifying Party has given an indemnity, in the aggregate, exceed $50,000; (c) notwithstanding anything to the contrary in this Agreement, the aggregate liability of a Shareholder under this Agreement shall be limited to 100% of the value of the Consideration Shares received by such Shareholder, it being understood that for such purpose the value assigned to each Consideration Share will be the deemed price per Consideration Share determined in accordance with Section 2.2; (d) a Shareholder who is an Indemnifying Party may, at its option, elect to satisfy any Claim for which it is determined to be liable by either (i) payment of the amount of such Claim in cash, or (ii) by transferring to the Purchaser for cancellation such number of Consideration Shares owned by such Shareholder as is equal to the value of such Claim, it being understood that for such purpose the value assigned to each Consideration Share will be the deemed price per Consideration Share determined in accordance with Section 2.2. For greater certainty, if such Shareholder elects to satisfy such Claim by transferring Consideration Shares to the Purchaser for cancellation, the Purchaser shall have no recourse whatsoever to any other property, assets, rights or interests of such Shareholder for the purpose of satisfying such Claim; and (e) in no event shall any Indemnifying Party be liable to any Indemnified Party for any exemplary, punitive, incidental, consequential, special or indirect damages, including loss of future revenue, income or profit, loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement, or diminution of value or any Claim based on any type of multiple (including, without limitation, multiple of earnings or multiple of cash flow methodologies).
Appears in 3 contracts
Sources: Share Purchase Agreement, Share Purchase Agreement, Share Purchase Agreement
General Indemnification Rules. The obligations of an the Indemnifying Party to indemnify an the Indemnified Party in respect of Claims shall also be subject to the following:
(a1) without limiting the generality Any Claim arising as a result of Sections 6.1, 6.2 and 6.3, any Claim for a breach of any representation, a representation or warranty or covenant shall be subject made not later than the date on which, pursuant to Section 4.4 Sections 3.2(43) and 4.53.4, such representation and warranty terminated;
(b2) the The Indemnifying Party’s obligation to indemnify the Indemnified Party shall only apply to the extent that the Claims in respect of which the Indemnifying Party has given an indemnity, in the aggregate, exceed $50,00050,000 (and shall only apply in respect of such excess); provided, however, that in no event shall an Indemnifying Party be liable for any Claims in excess of $1,500,000 in the aggregate. Notwithstanding the foregoing, this limitation of liability shall not apply where a claim is the result of fraud or a fraudulent misrepresentation;
(c3) notwithstanding anything If any Third Party Claim is of a nature such that the Indemnified Party is required by applicable Law to make a payment to any person (a “Third Party”) with respect to such Third Party Claim before the completion of settlement negotiations or related legal proceedings, the Indemnified Party may make such payment and the Indemnifying Party shall, forthwith after demand by the Indemnified Party, reimburse the Indemnified Party for any such payment. If the amount of any liability of the Indemnified Party under the Third Party Claim in respect of which such a payment was made, as finally determined, is less than the amount which was paid by the Indemnifying Party to the contrary Indemnified Party, the Indemnified Party shall, forthwith after receipt of the difference from the Third Party, pay the amount of such difference to the Indemnifying Party;
(4) Except in the circumstance contemplated by Section 7.5(5), and whether or not the Indemnifying Party assumes control of the negotiation, settlement or defence of any Third Party Claim, the Indemnified Party shall not negotiate, settle, compromise or pay any Third Party Claim except with the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld);
(5) The Indemnified Party shall not permit any right of appeal in respect of any Third Party Claim to terminate without giving the Indemnifying Party notice and an opportunity to contest such Third Party Claim;
(6) The Indemnified Party and the Indemnifying Party shall cooperate fully with each other with respect to Third Party Claims and shall keep each other fully advised with respect thereto (including supplying copies of all relevant documentation promptly as it becomes available); and
(7) Notwithstanding Section 7.4(2), the Indemnifying Party shall not settle any Third Party Claim or conduct any related legal or administrative proceeding in a manner which would, in the opinion of the Indemnified Party, acting reasonably, have a material adverse impact on the Indemnified Party.
(8) The provisions of this Article 7 shall constitute the sole remedy available to a Party against another Party with respect to any and all breaches of any agreement, covenant, representation or warranty made by such other Party in this Agreement, the aggregate liability .
(9) The amount of a Shareholder any Claim due under this Agreement shall be limited to 100% of the value of the Consideration Shares received by such Shareholder, it being understood that for such purpose the value assigned to each Consideration Share will be the deemed price per Consideration Share determined in accordance with Section 2.2;reduced by:
(da) a Shareholder who is an Indemnifying Party may, at its option, elect to satisfy any Claim for which it is determined to be liable by either (i) payment of the amount of such Claim any insurance or other reimbursement received by the Indemnified Party in cash, or (ii) by transferring relation to the Purchaser for cancellation such number of Consideration Shares owned by such Shareholder as is equal breach or other event giving rise to the value of such Claim, it being understood that for such purpose the value assigned to each Consideration Share will be the deemed price per Consideration Share determined in accordance with Section 2.2. For greater certainty, if such Shareholder elects to satisfy such Claim by transferring Consideration Shares to the Purchaser for cancellation, the Purchaser shall have no recourse whatsoever to any other property, assets, rights or interests of such Shareholder for the purpose of satisfying such Claim; and
(eb) the amount expected to be recovered under any counterclaims against third parties in no event shall any Indemnifying Party be liable to any Indemnified Party for any exemplary, punitive, incidental, consequential, special or indirect damages, including loss of future revenue, income or profit, loss of business reputation or opportunity relating relation to the breach or alleged breach of this Agreement, or diminution of value or any Claim based on any type of multiple (including, without limitation, multiple of earnings or multiple of cash flow methodologies)other event giving rise to the Claim.
Appears in 3 contracts
Sources: Share Purchase Agreement (Aralez Pharmaceuticals Inc.), Share Purchase Agreement (Aralez Pharmaceuticals Inc.), Share Purchase Agreement (Aralez Pharmaceuticals Inc.)
General Indemnification Rules. The obligations of an the Indemnifying Party to indemnify an the Indemnified Party in respect of Claims shall also be subject to the following:
(a) without limiting the generality of Sections 6.18.01, 6.2 8.02 and 6.38.03, any Claim for breach of any representation, warranty or covenant shall be subject to Section 4.4 and 4.56.04;
(b) the Indemnifying Party’s obligation to indemnify the Indemnified Party shall only apply to the extent that the Claims in respect of which the Indemnifying Party has given an indemnity, in the aggregate, exceed $50,00010,000;
(c) notwithstanding anything to the contrary in this Agreement, the aggregate liability of a an Indemnifying Party which is an Aura Shareholder to any and all Indemnified Parties for the aggregate of all claims under this Agreement Article VIII shall be limited to 100% the amount paid to such Indemnifying Party in respect of its Purchased Shares pursuant to Section 3.01 (and, if such Indemnifying Party is also a holder of Aura Closing Convertible Securities the value of the Replacement Convertible Securities received by such Indemnifying Party in respect of its Aura Closing Convertible Securities pursuant to Section 3.02, if applicable); for greater certainty, no Aura Shareholder shall be liable, in the aggregate, to any and all Indemnified Parties for any amount in excess of the value of its pro rata share of the Consideration Shares received by such Shareholder, it being understood that for such purpose the value assigned to each Consideration Share will be the deemed price per Consideration Share determined in accordance with Section 2.2Payment Shares;
(d) a Shareholder who is notwithstanding anything to the contrary in this Agreement, the aggregate liability of an Indemnifying Party maywhich is a holder of Aura Closing Convertible Securities, at to any and all Indemnified Parties under this Article VIII shall be limited to the value of the Replacement Convertible Securities, as applicable, received by such Indemnifying Party in respect of its optionAura Closing Convertible Securities, elect pursuant to satisfy Section 3.02 (if applicable, and, if such Indemnifying Party is or becomes an Aura Shareholder prior to Closing, the amount paid to such Indemnifying Party in respect of its Purchased Shares pursuant to Section 3.01);
(e) notwithstanding anything to the contrary in this Agreement, the aggregate liability of Aura or the Purchaser to any and all Indemnified Parties under this Article VII shall be limited to the value of the Payment Shares issuable under this Agreement;
(f) if any Third Party Claim is of a nature such that the Indemnified Party is required by applicable law to make a payment to any person (a “Third Party”) with respect to such Third Party Claim before the completion of settlement negotiations or related legal proceedings, the Indemnified Party may make such payment and thereafter seek reimbursement from the Indemnifying Party for any such payment. If any Indemnifying Party pays, or reimburses an Indemnified Party in respect of any Third Party Claim before completion of settlement negotiations or related legal proceedings, and the amount of any liability of the Indemnified Party under the Third Party Claim in respect of which it such a payment was made, as finally determined, is determined to be liable less than the amount which was paid by either (i) payment the Indemnifying Party, the Indemnified Party shall, forthwith after receipt of the difference from the Third Party, pay the amount of such Claim in cash, or (ii) by transferring difference to the Purchaser for cancellation such number Indemnifying Party;
(g) except in the circumstance contemplated by Section 9.06(f), and whether or not the Indemnifying Party assumes control of Consideration Shares owned by such Shareholder as is equal to the value negotiation, settlement or defence of such any Third Party Claim, the Indemnified Party shall not negotiate, settle, compromise or pay any Third Party Claim except with the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld);
(h) the Indemnified Party shall not permit any right of appeal in respect of any Third Party Claim to terminate without giving the Indemnifying Party notice and an opportunity to contest such Third Party Claim;
(i) the Indemnified Party and the Indemnifying Party shall cooperate fully with each other with respect to Third Party Claims and shall keep each other fully advised with respect thereto (including supplying copies of all relevant documentation promptly as it being understood that for such purpose the value assigned to each Consideration Share will be the deemed price per Consideration Share determined in accordance with Section 2.2. For greater certainty, if such Shareholder elects to satisfy such Claim by transferring Consideration Shares to the Purchaser for cancellation, the Purchaser shall have no recourse whatsoever to any other property, assets, rights or interests of such Shareholder for the purpose of satisfying such Claimbecomes available); and
(ej) in no event the provisions of this Article VIII shall any Indemnifying Party be liable constitute the sole remedy available to a party against another party with respect to any Indemnified Party for and all breaches of any exemplaryagreement, punitivecovenant, incidental, consequential, special representation or indirect damages, including loss of future revenue, income or profit, loss of business reputation or opportunity relating to the breach or alleged breach of warranty made by such other party in this Agreement, or diminution of value or any Claim based on any type of multiple (including, without limitation, multiple of earnings or multiple of cash flow methodologies).
Appears in 2 contracts
Sources: Securities Exchange Agreement, Securities Exchange Agreement
General Indemnification Rules. The obligations of an the Indemnifying Party to indemnify an the Indemnified Party in respect of Claims shall also be subject to the following:
(a) without limiting the generality of Sections 6.18.01, 6.2 8.02 and 6.38.03, any Claim for breach of any representation, warranty or covenant shall be subject to Section 4.4 and 4.55.04;
(b) the Indemnifying Party’s 's obligation to indemnify the Indemnified Party shall only apply to the extent that the Claims in respect of which the Indemnifying Party has given an indemnity, in the aggregate, exceed $50,0005,000;
(c) notwithstanding anything to the contrary in this Agreement, the aggregate liability of an Indemnifying Party which is a Shareholder to any and all Indemnified Parties under this Agreement Article VIII shall be limited to 100% the amount paid to such Indemnifying Party in respect of its Purchased Shares pursuant to Section 2.01; for greater certainty, no Shareholder shall be liable, in the aggregate, to any and all Indemnified Parties for any amount in excess of the value of its pro rata share of the Consideration Shares received by such Shareholder, it being understood that for such purpose the value assigned to each Consideration Share will be the deemed price per Consideration Share determined in accordance with Section 2.2Payment Shares;
(d) notwithstanding anything to the contrary in this Agreement, the aggregate liability of PlantX or the Purchaser to any and all Indemnified Parties under this Article VIII shall be limited to the value of the Payment Shares issuable under this Agreement;
(e) if any Third Party Claim is of a Shareholder who nature such that the Indemnified Party is an required by applicable law to make a payment to any person (a “Third Party”) with respect to such Third Party Claim before the completion of settlement negotiations or related legal proceedings, the Indemnified Party may make such payment and thereafter seek reimbursement from the Indemnifying Party mayfor any such payment. If any Indemnifying Party pays, at its optionor reimburses an Indemnified Party in respect of any Third Party Claim before completion of settlement negotiations or related legal proceedings, elect to satisfy and the amount of any liability of the Indemnified Party under the Third Party Claim for in respect of which it such a payment was made, as finally determined, is determined to be liable less than the amount which was paid by either (i) payment the Indemnifying Party, the Indemnified Party shall, forthwith after receipt of the difference from the Third Party, pay the amount of such Claim in cash, or (ii) by transferring difference to the Purchaser for cancellation such number Indemnifying Party;
(f) except in the circumstance contemplated by Section 8.05, and whether or not the Indemnifying Party assumes control of Consideration Shares owned by such Shareholder as is equal to the value negotiation, settlement or defence of such any Third Party Claim, the Indemnified Party shall not negotiate, settle, compromise or pay any Third Party Claim except with the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld);
(g) the Indemnified Party shall not permit any right of appeal in respect of any Third Party Claim to terminate without giving the Indemnifying Party notice and an opportunity to contest such Third Party Claim;
(h) the Indemnified Party and the Indemnifying Party shall cooperate fully with each other with respect to Third Party Claims and shall keep each other fully advised with respect thereto (including supplying copies of all relevant documentation promptly as it being understood that for such purpose the value assigned to each Consideration Share will be the deemed price per Consideration Share determined in accordance with Section 2.2. For greater certainty, if such Shareholder elects to satisfy such Claim by transferring Consideration Shares to the Purchaser for cancellation, the Purchaser shall have no recourse whatsoever to any other property, assets, rights or interests of such Shareholder for the purpose of satisfying such Claimbecomes available); and
(ei) in no event the provisions of this Article VIII shall any Indemnifying Party be liable constitute the sole remedy available to a party against another party with respect to any Indemnified Party for and all breaches of any exemplaryagreement, punitivecovenant, incidental, consequential, special representation or indirect damages, including loss of future revenue, income or profit, loss of business reputation or opportunity relating to the breach or alleged breach of warranty made by such other party in this Agreement, or diminution of value or any Claim based on any type of multiple (including, without limitation, multiple of earnings or multiple of cash flow methodologies).
Appears in 2 contracts
General Indemnification Rules. The obligations of an the Indemnifying Party to indemnify an the Indemnified Party in respect of Claims shall also be subject to the following:
(a1) without limiting the generality Any Indemnification Claim arising as a result of Sections 6.1, 6.2 and 6.3, any Claim for a misrepresentation or incorrectness in or breach of any representation, representation or warranty or covenant shall be subject made not later than the date on which, pursuant to Section 4.4 3.4 or Section 3.5, as applicable, such representation and 4.5;warranty terminated.
(b2) If any Third Party Claim is of a nature such that the Indemnified Party is required by applicable law to make a payment to any person (a “Third Party”) with respect to such Third Party Claim before the completion of settlement negotiations or related legal proceedings, the Indemnified Party may make such payment and the Indemnifying Party shall, forthwith after demand by the Indemnified Party, reimburse the Indemnified Party for any such payment. If the amount of any liability of the Indemnified Party under the Third Party Claim in respect of which such a payment was made, as finally determined, is less than the amount which was paid by the Indemnifying Party to the Indemnified Party, the Indemnified Party shall, forthwith after receipt of the difference from the Third Party, pay the amount of such difference to the Indemnifying Party’s obligation to indemnify .
(3) Whether or not the Indemnifying Party assumes control of the negotiation, settlement or defence of any Third Party Claim, the Indemnified Party shall only apply to not negotiate, settle, compromise or pay any Third Party Claim, except with the extent that prior written consent of the Claims Indemnifying Party (which consent shall not be unreasonably withheld).
(4) The Indemnified Party shall not permit any right of appeal in respect of which any Third Party Claim to terminate without giving the Indemnifying Party has given notice and an indemnityopportunity to contest such Third Party Claim.
(5) The Indemnified Party and the Indemnifying Party shall cooperate fully with each other with respect to Third Party Claims and shall keep each other fully advised with respect thereto (including supplying copies of all relevant documentation promptly as it becomes available).
(6) The Indemnifying Party shall not settle any Third Party Claim or conduct any related legal or administrative proceeding in a manner which would, in the aggregateopinion of the Indemnified Party, exceed $50,000;
(c) notwithstanding anything to acting reasonably, have a material adverse impact on the contrary in this AgreementIndemnified Party, the aggregate liability of a Shareholder under this Agreement shall be limited to 100% of the value of the Consideration Shares received by such Shareholder, it being understood that for such purpose the value assigned to each Consideration Share will be the deemed price per Consideration Share determined in accordance with Section 2.2;
(d) a Shareholder who is an Indemnifying Party may, at its option, elect to satisfy any Claim for which it is determined to be liable by either (i) payment of the amount of such Claim in cash, Corporation or (ii) by transferring to the Purchaser for cancellation such number of Consideration Shares owned by such Shareholder as is equal to the value of such Claim, it being understood that for such purpose the value assigned to each Consideration Share will be the deemed price per Consideration Share determined in accordance with Section 2.2. For greater certainty, if such Shareholder elects to satisfy such Claim by transferring Consideration Shares to the Purchaser for cancellation, the Purchaser shall have no recourse whatsoever to any other property, assets, rights or interests of such Shareholder for the purpose of satisfying such Claim; and
(e) in no event shall any Indemnifying Party be liable to any Indemnified Party for any exemplary, punitive, incidental, consequential, special or indirect damages, including loss of future revenue, income or profit, loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement, or diminution of value or any Claim based on any type of multiple (including, without limitation, multiple of earnings or multiple of cash flow methodologies)TS Calgary.
Appears in 1 contract
Sources: Share Purchase Agreement
General Indemnification Rules. The obligations of an the Indemnifying Party to indemnify an the Indemnified Party in respect of Claims shall also be subject to the following:
(a) without limiting the generality of Sections 6.18.01, 6.2 8.02 and 6.38.03, any Claim for breach of any representation, warranty or covenant shall be subject to Section 4.4 and 4.55.04;
(b) the Indemnifying Party’s obligation to indemnify the Indemnified Party shall only apply to the extent that the Claims in respect of which the Indemnifying Party has given an indemnity, in the aggregate, exceed $50,0005,000;
(c) notwithstanding anything to the contrary in this Agreement, the aggregate liability of an Indemnifying Party which is a Shareholder to any and all Indemnified Parties under this Agreement Article VIII shall be limited to 100% the amount paid to such Indemnifying Party in respect of its Purchased Shares pursuant to Section 2.01; for greater certainty, no Shareholder shall be liable, in the aggregate, to any and all Indemnified Parties for any amount in excess of the value of its pro rata share of the Consideration Shares received by such Shareholder, it being understood that for such purpose the value assigned to each Consideration Share will be the deemed price per Consideration Share determined in accordance with Section 2.2Payment Shares;
(d) notwithstanding anything to the contrary in this Agreement, the aggregate liability of Silver Hammer or the Purchaser to any and all Indemnified Parties under this Article VIII shall be limited to the value of the Payment Shares issuable under this Agreement;
(e) if any Third Party Claim is of a Shareholder who nature such that the Indemnified Party is an required by applicable law to make a payment to any person (a “Third Party”) with respect to such Third Party Claim before the completion of settlement negotiations or related legal proceedings, the Indemnified Party may make such payment and thereafter seek reimbursement from the Indemnifying Party mayfor any such payment. If any Indemnifying Party pays, at its optionor reimburses an Indemnified Party in respect of any Third Party Claim before completion of settlement negotiations or related legal proceedings, elect to satisfy and the amount of any liability of the Indemnified Party under the Third Party Claim for in respect of which it such a payment was made, as finally determined, is determined to be liable less than the amount which was paid by either (i) payment the Indemnifying Party, the Indemnified Party shall, forthwith after receipt of the difference from the Third Party, pay the amount of such Claim in cash, or (ii) by transferring difference to the Purchaser for cancellation such number Indemnifying Party;
(f) except in the circumstance contemplated by Section 8.05, and whether or not the Indemnifying Party assumes control of Consideration Shares owned by such Shareholder as is equal to the value negotiation, settlement or defence of such any Third Party Claim, the Indemnified Party shall not negotiate, settle, compromise or pay any Third Party Claim except with the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld);
(g) the Indemnified Party shall not permit any right of appeal in respect of any Third Party Claim to terminate without giving the Indemnifying Party notice and an opportunity to contest such Third Party Claim;
(h) the Indemnified Party and the Indemnifying Party shall cooperate fully with each other with respect to Third Party Claims and shall keep each other fully advised with respect thereto (including supplying copies of all relevant documentation promptly as it being understood that for such purpose the value assigned to each Consideration Share will be the deemed price per Consideration Share determined in accordance with Section 2.2. For greater certainty, if such Shareholder elects to satisfy such Claim by transferring Consideration Shares to the Purchaser for cancellation, the Purchaser shall have no recourse whatsoever to any other property, assets, rights or interests of such Shareholder for the purpose of satisfying such Claimbecomes available); and
(ei) in no event the provisions of this Article VIII shall any Indemnifying Party be liable constitute the sole remedy available to a party against another party with respect to any Indemnified Party for and all breaches of any exemplaryagreement, punitivecovenant, incidental, consequential, special representation or indirect damages, including loss of future revenue, income or profit, loss of business reputation or opportunity relating to the breach or alleged breach of warranty made by such other party in this Agreement, or diminution of value or any Claim based on any type of multiple (including, without limitation, multiple of earnings or multiple of cash flow methodologies).
Appears in 1 contract
Sources: Share Exchange Agreement
General Indemnification Rules. The obligations of an the Indemnifying Party to indemnify an the Indemnified Party in respect of Claims shall also be subject to the following:
(a) without Without limiting the generality of Sections 6.1Section 17.1, 6.2 17.2 and 6.3, 17.3 any Claim for breach of any representation, warranty or covenant shall also be subject to Section 4.4 Sections 3.2 and 4.55.2, as applicable;
(b) the The Indemnifying Party’s obligation to indemnify the Indemnified Party shall only apply to the extent that the Claims in respect of which the Indemnifying Party has given an indemnity, in the aggregate, exceed $50,00010,000;
(c) notwithstanding anything to the contrary in this Agreement, the aggregate liability of an Indemnifying Party which is a Shareholder Securityholder to any and all Indemnified Parties under this Agreement Article 17 shall be limited to 100% the amount paid to such Indemnifying Party in respect of its Acquired Corporation Shares pursuant to Article 2; for greater certainty, no Securityholder shall be liable, in the aggregate, to any and all Indemnified Parties for any amount in excess of the value of its pro rata share of the Consideration Shares;
(d) notwithstanding anything to the contrary in this Agreement, the aggregate liability of the Corporation or the Acquiror to any and all Indemnified Parties under this Article 17 shall be limited to the aggregate value of the Consideration Shares received by such Shareholder, it being understood that for such purpose the value assigned to each Consideration Share will be the deemed price per Consideration Share determined in accordance with Section 2.2issuable under this Agreement;
(de) if any Third Party Claim is of a Shareholder who nature such that the Indemnified Party is an required by applicable law to make a payment to any person (a “Third Party”) with respect to such Third Party Claim before the completion of settlement negotiations or related legal proceedings, the Indemnified Party may make such payment and thereafter seek reimbursement from the Indemnifying Party mayfor any such payment. If any Indemnifying Party pays, at its optionor reimburses an Indemnified Party in respect of any Third Party Claim before completion of settlement negotiations or related legal proceedings, elect to satisfy and the amount of any liability of the Indemnified Party under the Third Party Claim for in respect of which it such a payment was made, as finally determined, is determined to be liable less than the amount which was paid by either (i) payment the Indemnifying Party, the Indemnified Party shall, forthwith after receipt of the difference from the Third Party, pay the amount of such Claim in cash, or (ii) by transferring difference to the Purchaser for cancellation such number Indemnifying Party;
(f) except in the circumstance contemplated by Section 17.5, and whether or not the Indemnifying Party assumes control of Consideration Shares owned by such Shareholder as is equal to the value negotiation, settlement or defence of such any Third Party Claim, the Indemnified Party shall not negotiate, settle, compromise or pay any Third Party Claim except with the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld);
(g) the Indemnified Party shall not permit any right of appeal in respect of any Third Party Claim to terminate without giving the Indemnifying Party notice and an opportunity to contest such Third Party Claim;
(h) the Indemnified Party and the Indemnifying Party shall cooperate fully with each other with respect to Third Party Claims and shall keep each other fully advised with respect thereto (including supplying copies of all relevant documentation promptly as it being understood that for such purpose the value assigned to each Consideration Share will be the deemed price per Consideration Share determined in accordance with Section 2.2. For greater certainty, if such Shareholder elects to satisfy such Claim by transferring Consideration Shares to the Purchaser for cancellation, the Purchaser shall have no recourse whatsoever to any other property, assets, rights or interests of such Shareholder for the purpose of satisfying such Claimbecomes available); and
(ei) in no event the provisions of this Article 15 shall any Indemnifying Party be liable constitute the sole remedy available to a party against another party with respect to any Indemnified Party for and all breaches of any exemplaryagreement, punitivecovenant, incidental, consequential, special representation or indirect damages, including loss of future revenue, income or profit, loss of business reputation or opportunity relating to the breach or alleged breach of warranty made by such other party in this Agreement, or diminution of value or any Claim based on any type of multiple (including, without limitation, multiple of earnings or multiple of cash flow methodologies).
Appears in 1 contract
Sources: Share Exchange Agreement
General Indemnification Rules. The obligations of an the Indemnifying Party to indemnify an the Indemnified Party in respect of Claims shall also be subject to the following:
(a1) without limiting the generality Any Claim arising as a result of Sections 6.1, 6.2 and 6.3, any Claim for a breach of any representation, a representation or warranty or covenant shall be subject made not later than the date on which, pursuant to Section 4.4 Sections 3.3 and 4.53.4, such representation and warranty terminated;
(b2) In the event that any Third Party Claim is of a nature such that the Indemnified Party is required by applicable law to make a payment to any person (a “Third Party”) with respect to such Third Party Claim before the completion of settlement negotiations or related legal proceedings, the Indemnified Party may make such payment and the Indemnifying Party shall, forthwith after demand by the Indemnified Party, reimburse the Indemnified Party for any such payment. If the amount of any liability of the Indemnified Party under the Third Party Claim in respect of which such a payment was made, as finally determined, is less than the amount which was paid by the Indemnifying Party to the Indemnified Party, the Indemnified Party shall, forthwith after receipt of the difference from the Third Party, pay the amount of such difference to the Indemnifying Party’s obligation to indemnify ;
(3) Except in the circumstance contemplated by Section 6.5(5), and whether or not the Indemnifying Party assumes control of the negotiation, settlement or defence of any Third Party Claim, the Indemnified Party shall only apply to not negotiate, settle, compromise or pay any Third Party Claim except with the extent that prior written consent of the Claims Indemnifying Party (which consent shall not be unreasonably withheld);
(4) The Indemnified Party shall not permit any right of appeal in respect of which any Third Party Claim to terminate without giving the Indemnifying Party has given notice thereof and an indemnity, in the aggregate, exceed $50,000opportunity to contest such Third Party Claim;
(c5) notwithstanding anything to The Indemnified Party and the contrary in this Agreement, the aggregate liability of a Shareholder under this Agreement shall be limited to 100% of the value of the Consideration Shares received by such Shareholder, it being understood that for such purpose the value assigned to each Consideration Share will be the deemed price per Consideration Share determined in accordance with Section 2.2;
(d) a Shareholder who is an Indemnifying Party may, at its option, elect shall cooperate fully with each other with respect to satisfy any Claim for which Third Party Claims and shall keep each other fully advised with respect thereto (including supplying copies of all relevant documentation promptly as it is determined becomes available); No amounts may be claimed pursuant to be liable by either (i) payment of the amount of such Claim in cash, or (ii) by transferring to the Purchaser for cancellation such number of Consideration Shares owned by such Shareholder as is equal to the value of such Claim, it being understood that for such purpose the value assigned to each Consideration Share will be the deemed price per Consideration Share determined in accordance with Section 2.2. For greater certainty, if such Shareholder elects to satisfy such Claim by transferring Consideration Shares to the Purchaser for cancellation, 6.1 unless and until the Purchaser shall have no recourse whatsoever to any other propertysuffered indemnifiable amount of Claim or Claims in excess of $100,000.00 in the aggregate provided that the foregoing shall not change, assetsalter or adversely affect the right of the Purchaser and obligation of the Principal Vendors under the Escrow Agreements. Notwithstanding the foregoing, rights upon the indemnifiable amount of a Claim or interests Claims attaining $100,000.00, the Purchaser may recover the entire indemnifiable amount commencing with the first dollar of such Shareholder for the purpose of satisfying such Claim; and
(e) in no event indemnifiable amount. The Purchaser acknowledges that the Vendors shall any Indemnifying Party assume and be liable to for part of the indemnification in connection with any Indemnified Party for any exemplary, punitive, incidental, consequential, special or indirect damages, including loss of future revenue, income or profit, loss of business reputation or opportunity relating Claim made by the Purchaser pursuant to the breach or alleged breach of this Agreement, or diminution of value or any Claim based on any type of multiple (including, without limitation, multiple of earnings or multiple of cash flow methodologies)provisions contained in Section 6.6(6) and up to the maximum amount stated in the Share Purchase Agreement entered into at the date hereof between the Purchaser and the Vendors.
Appears in 1 contract
General Indemnification Rules. The obligations of an the Indemnifying Party to indemnify an the Indemnified Party in respect of Claims shall also be subject to the following:
(a) without limiting the generality of Sections 6.18.01, 6.2 8.02 and 6.38.03, any Claim for breach of any representation, warranty or covenant shall be subject to Section 4.4 and 4.55.04;
(b) the Indemnifying Party’s obligation to indemnify the Indemnified Party shall only apply to the extent that the Claims in respect of which the Indemnifying Party has given an indemnity, in the aggregate, exceed $50,0005,000;
(c) notwithstanding anything to the contrary in this Agreement, the aggregate liability of an Indemnifying Party which is a Shareholder to any and all Indemnified Parties under this Agreement Article VIII shall be limited to 100% the amount paid to such Indemnifying Party in respect of its Purchased Shares pursuant to Section 2.01; for greater certainty, no Shareholder shall be liable, in the aggregate, to any and all Indemnified Parties for any amount in excess of the value of its pro rata share of the Consideration Shares received by such Shareholder, it being understood that for such purpose the Payment Shares; based on a deemed value assigned to each Consideration Share will be the deemed price of $0.05 per Consideration Share determined in accordance with Section 2.2Payment Share;
(d) notwithstanding anything to the contrary in this Agreement, the aggregate liability of Rosey or the Purchaser to any and all Indemnified Parties under this Article VIII shall be limited to the value of the Payment Shares issuable under this Agreement, based on a Shareholder who deemed value of $0.05 per Payment Share;
(e) if any Third Party Claim is an of a nature such that the Indemnified Party is required by applicable law to make a payment to any person (a “Third Party”) with respect to such Third Party Claim before the completion of settlement negotiations or related legal proceedings, the Indemnified Party may make such payment and thereafter seek reimbursement from the Indemnifying Party mayfor any such payment. If any Indemnifying Party pays, at its optionor reimburses an Indemnified Party in respect of any Third Party Claim before completion of settlement negotiations or related legal proceedings, elect to satisfy and the amount of any liability of the Indemnified Party under the Third Party Claim for in respect of which it such a payment was made, as finally determined, is determined to be liable less than the amount which was paid by either (i) payment the Indemnifying Party, the Indemnified Party shall, forthwith after receipt of the difference from the Third Party, pay the amount of such Claim in cash, or (ii) by transferring difference to the Purchaser for cancellation such number Indemnifying Party;
(f) except in the circumstance contemplated by Section 8.05, and whether or not the Indemnifying Party assumes control of Consideration Shares owned by such Shareholder as is equal to the value negotiation, settlement or defence of such any Third Party Claim, the Indemnified Party shall not negotiate, settle, compromise or pay any Third Party Claim except with the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld);
(g) the Indemnified Party shall not permit any right of appeal in respect of any Third Party Claim to terminate without giving the Indemnifying Party notice and an opportunity to contest such Third Party Claim;
(h) the Indemnified Party and the Indemnifying Party shall cooperate fully with each other with respect to Third Party Claims and shall keep each other fully advised with respect thereto (including supplying copies of all relevant documentation promptly as it being understood that for such purpose the value assigned to each Consideration Share will be the deemed price per Consideration Share determined in accordance with Section 2.2. For greater certainty, if such Shareholder elects to satisfy such Claim by transferring Consideration Shares to the Purchaser for cancellation, the Purchaser shall have no recourse whatsoever to any other property, assets, rights or interests of such Shareholder for the purpose of satisfying such Claimbecomes available); and
(ei) in no event the provisions of this Article VIII shall any Indemnifying Party be liable constitute the sole remedy available to a party against another party with respect to any Indemnified Party for and all breaches of any exemplaryagreement, punitivecovenant, incidental, consequential, special representation or indirect damages, including loss of future revenue, income or profit, loss of business reputation or opportunity relating to the breach or alleged breach of warranty made by such other party in this Agreement, or diminution of value or any Claim based on any type of multiple (including, without limitation, multiple of earnings or multiple of cash flow methodologies).
Appears in 1 contract
Sources: Share Exchange Agreement
General Indemnification Rules. The obligations of an the Indemnifying Party to indemnify an the Indemnified Party in respect of Claims shall also be subject to the following:
(a) without limiting the generality of Sections 6.18.01, 6.2 8.02 and 6.38.03, any Claim for breach of any representation, warranty or covenant shall be subject to Section 4.4 and 4.55.04;
(b) the Indemnifying Party’s obligation to indemnify the Indemnified Party shall only apply to the extent that the Claims in respect of which the Indemnifying Party has given an indemnity, in the aggregate, exceed $50,00010,000;
(c) notwithstanding anything to the contrary in this Agreement, the aggregate liability of an Indemnifying Party which is a Shareholder to any and all Indemnified Parties under this Agreement Article VIII shall be limited to 100% the amount paid to such Indemnifying Party in respect of its Purchased Shares pursuant to Section 2.01 for greater certainty, no Shareholder shall be liable, in the aggregate, to any and all Indemnified Parties for any amount in excess of the value of its pro rata share of the Consideration Shares received by such Shareholder, it being understood that for such purpose the value assigned to each Consideration Share will be the deemed price per Consideration Share determined in accordance with Section 2.2Payment Shares;
(d) notwithstanding anything to the contrary in this Agreement, the aggregate liability of FSB or the Purchaser to any and all Indemnified Parties under this Article VIII shall be limited to the value of the Payment Shares issuable under this Agreement;
(e) if any Third Party Claim is of a Shareholder who nature such that the Indemnified Party is an required by applicable law to make a payment to any person (a "Third Party") with respect to such Third Party Claim before the completion of settlement negotiations or related legal proceedings, the Indemnified Party may make such payment and thereafter seek reimbursement from the Indemnifying Party mayfor any such payment. If any Indemnifying Party pays, at its optionor reimburses an Indemnified Party in respect of any Third Party Claim before completion of settlement negotiations or related legal proceedings, elect to satisfy and the amount of any liability of the Indemnified Party under the Third Party Claim for in respect of which it such a payment was made, as finally determined, is determined to be liable less than the amount which was paid by either (i) payment the Indemnifying Party, the Indemnified Party shall, forthwith after receipt of the difference from the Third Party, pay the amount of such Claim in cash, or (ii) by transferring difference to the Purchaser for cancellation such number Indemnifying Party;
(f) except in the circumstance contemplated by Section 8.05, and whether or not the Indemnifying Party assumes control of Consideration Shares owned by such Shareholder as is equal to the value negotiation, settlement or defense of such any Third Party Claim, the Indemnified Party shall not negotiate, settle, compromise or pay any Third Party Claim except with the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld);
(g) the Indemnified Party shall not permit any right of appeal in respect of any Third Party Claim to terminate without giving the Indemnifying Party notice and an opportunity to contest such Third Party Claim;
(h) the Indemnified Party and the Indemnifying Party shall cooperate fully with each other with respect to Third Party Claims and shall keep each other fully advised with respect thereto (including supplying copies of all relevant documentation promptly as it being understood that for such purpose the value assigned to each Consideration Share will be the deemed price per Consideration Share determined in accordance with Section 2.2. For greater certainty, if such Shareholder elects to satisfy such Claim by transferring Consideration Shares to the Purchaser for cancellation, the Purchaser shall have no recourse whatsoever to any other property, assets, rights or interests of such Shareholder for the purpose of satisfying such Claimbecomes available); and
(ei) in no event the provisions of this Article VIII shall any Indemnifying Party be liable constitute the sole remedy available to a party against another party with respect to any Indemnified Party for and all breaches of any exemplaryagreement, punitivecovenant, incidental, consequential, special representation or indirect damages, including loss of future revenue, income or profit, loss of business reputation or opportunity relating to the breach or alleged breach of warranty made by such other party in this Agreement, or diminution of value or any Claim based on any type of multiple (including, without limitation, multiple of earnings or multiple of cash flow methodologies).
Appears in 1 contract
General Indemnification Rules. The obligations of an the Indemnifying Party to indemnify an the Indemnified Party in respect of Claims shall also be subject to the following:
(a) without limiting the generality of Sections 6.18.01, 6.2 8.02 and 6.38.03, any Claim for breach of any representation, warranty or covenant shall be subject to Section 4.4 and 4.55.04;
(b) the Indemnifying Party’s obligation to indemnify the Indemnified Party shall only apply to the extent that the Claims in respect of which the Indemnifying Party has given an indemnity, in the aggregate, exceed $50,0005,000;
(c) notwithstanding anything to the contrary in this Agreement, the aggregate liability of an Indemnifying Party which is a Shareholder to any and all Indemnified Parties under this Agreement Article VIII shall be limited to 100% the amount paid to such Indemnifying Party in respect of its Purchased Shares pursuant to Section 2.01; for greater certainty, no Shareholder shall be liable, in the aggregate, to any and all Indemnified Parties for any amount in excess of the value of its pro rata share of the Consideration Shares received by such Shareholder, it being understood that for such purpose the value assigned to each Consideration Share will be the deemed price per Consideration Share determined in accordance with Section 2.2Payment Shares;
(d) notwithstanding anything to the contrary in this Agreement, the aggregate liability of Global shopCBD or the Purchaser to any and all Indemnified Parties under this Article VIII shall be limited to the value of the Payment Shares issuable under this Agreement;
(e) if any Third Party Claim is of a Shareholder who nature such that the Indemnified Party is an required by applicable law to make a payment to any person (a “Third Party”) with respect to such Third Party Claim before the completion of settlement negotiations or related legal proceedings, the Indemnified Party may make such payment and thereafter seek reimbursement from the Indemnifying Party mayfor any such payment. If any Indemnifying Party pays, at its optionor reimburses an Indemnified Party in respect of any Third Party Claim before completion of settlement negotiations or related legal proceedings, elect to satisfy and the amount of any liability of the Indemnified Party under the Third Party Claim for in respect of which it such a payment was made, as finally determined, is determined to be liable less than the amount which was paid by either (i) payment the Indemnifying Party, the Indemnified Party shall, forthwith after receipt of the difference from the Third Party, pay the amount of such Claim in cash, or (ii) by transferring difference to the Purchaser for cancellation such number Indemnifying Party;
(f) except in the circumstance contemplated by Section 8.05, and whether or not the Indemnifying Party assumes control of Consideration Shares owned by such Shareholder as is equal to the value negotiation, settlement or defence of such any Third Party Claim, the Indemnified Party shall not negotiate, settle, compromise or pay any Third Party Claim except with the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld);
(g) the Indemnified Party shall not permit any right of appeal in respect of any Third Party Claim to terminate without giving the Indemnifying Party notice and an opportunity to contest such Third Party Claim;
(h) the Indemnified Party and the Indemnifying Party shall cooperate fully with each other with respect to Third Party Claims and shall keep each other fully advised with respect thereto (including supplying copies of all relevant documentation promptly as it being understood that for such purpose the value assigned to each Consideration Share will be the deemed price per Consideration Share determined in accordance with Section 2.2. For greater certainty, if such Shareholder elects to satisfy such Claim by transferring Consideration Shares to the Purchaser for cancellation, the Purchaser shall have no recourse whatsoever to any other property, assets, rights or interests of such Shareholder for the purpose of satisfying such Claimbecomes available); and
(ei) in no event the provisions of this Article VIII shall any Indemnifying Party be liable constitute the sole remedy available to a party against another party with respect to any Indemnified Party for and all breaches of any exemplaryagreement, punitivecovenant, incidental, consequential, special representation or indirect damages, including loss of future revenue, income or profit, loss of business reputation or opportunity relating to the breach or alleged breach of warranty made by such other party in this Agreement, or diminution of value or any Claim based on any type of multiple (including, without limitation, multiple of earnings or multiple of cash flow methodologies).
Appears in 1 contract
Sources: Share Exchange Agreement
General Indemnification Rules. The obligations of an the Indemnifying Party to indemnify an the Indemnified Party in respect of Claims shall also be subject to the following:
(a) without limiting the generality of Sections 6.1, 6.2 and 6.3, any Claim for arising as a result of a breach of any representation, a representation or warranty or covenant shall be subject made not later than the date on which, pursuant to Section 4.4 5.04 such representation and 4.5warranty terminated;
(b) the Indemnifying Party’s obligation to indemnify the Indemnified Party shall only apply to the extent that the Claims in respect of which the Indemnifying Party has given an indemnity, in the aggregate, exceed $50,00010,000;
(c) notwithstanding anything to the contrary in this Agreementextent permitted by applicable law, the aggregate liability parties shall treat payments under the indemnification provisions of a Shareholder under this Agreement shall be limited Article VII as an adjustment to 100% of the value of the Consideration Shares received by such Shareholder, it being understood that for such purpose the value assigned to each Consideration Share will be the deemed price per Consideration Share determined in accordance with Section 2.2Total Consideration;
(d) if any Third Party Claim is of a Shareholder who nature such that the Indemnified Party is an required by applicable law to make a payment to any person (a “Third Party”) with respect to such Third Party Claim before the completion of settlement negotiations or related legal proceedings, the Indemnified Party may make such payment and the Indemnifying Party mayshall, at its optionforthwith after demand by the Indemnified Party, elect reimburse the Indemnified Party for any such payment. If the amount of any liability of the Indemnified Party under the Third Party Claim in respect of which such a payment was made, as finally determined, is less than the amount which was paid by the Indemnifying Party to satisfy any Claim for which it is determined to be liable by either (i) payment the Indemnified Party, the Indemnified Party shall, forthwith after receipt of the difference from the Third Party, pay the amount of such Claim in cash, or (ii) by transferring difference to the Purchaser for cancellation such number Indemnifying Party;
(e) except in the circumstance contemplated by Section 7.08(f), and whether or not the Indemnifying Party assumes control of Consideration Shares owned by such Shareholder as is equal to the value negotiation, settlement or defence of such any Third Party Claim, the Indemnified Party shall not negotiate, settle, compromise or pay any Third Party Claim except with the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld);
(f) the Indemnified Party shall not permit any right of appeal in respect of any Third Party Claim to terminate without giving the Indemnifying Party notice and an opportunity to contest such Third Party Claim;
(g) the Indemnified Party and the Indemnifying Party shall cooperate fully with each other with respect to Third Party Claims and shall keep each other fully advised with respect thereto (including supplying copies of all relevant documentation promptly as it being understood that for such purpose the value assigned to each Consideration Share will be the deemed price per Consideration Share determined in accordance with Section 2.2. For greater certainty, if such Shareholder elects to satisfy such Claim by transferring Consideration Shares to the Purchaser for cancellation, the Purchaser shall have no recourse whatsoever to any other property, assets, rights or interests of such Shareholder for the purpose of satisfying such Claimbecomes available); and
(eh) in no event the provisions of this Article VII shall any Indemnifying Party be liable constitute the sole remedy available to a party against another party with respect to any Indemnified Party for and all breaches of any exemplaryagreement, punitivecovenant, incidental, consequential, special representation or indirect damages, including loss of future revenue, income or profit, loss of business reputation or opportunity relating to the breach or alleged breach of warranty made by such other party in this Agreement, or diminution of value or any Claim based on any type of multiple (including, without limitation, multiple of earnings or multiple of cash flow methodologies).
Appears in 1 contract
Sources: Share Purchase Agreement
General Indemnification Rules. The obligations of an the Indemnifying Party party to indemnify an the Indemnified Party in respect of Claims shall also be subject to the following:
(a) without limiting the generality of Sections 6.19.01, 6.2 9.02 and 6.39.03, any Claim for breach of any representation, warranty or covenant shall be subject to Section 4.4 and 4.56.04;
(b) the Indemnifying Party’s obligation to indemnify the Indemnified Party shall only apply to the extent that the Claims in respect of which the Indemnifying Party has given an indemnity, in the aggregate, exceed $C$50,000;
(c) the Purchaser shall not be entitled to recover under Section 9.02 or 9.03 hereof until the aggregate of all such Losses or Claims, including Third Party Claims, exceeds C$50,000; provided however, that if the aggregate of all such Losses or Claims, including Third Party Claims, exceeds C$50,000; the maximum liability of the Shareholders under Section 9.03 is the value of 50% of the the then unissued Deferred Payment Shares issuable to the Shareholders (the “Clawback Shares”), which for the purpose of this Article 9 shall have a value of C$0.75 per Clawback Share and the Purchaser’s sole recourse shall be to cancel and forfeit any rights of the Shareholders to the applicable number of Clawback Shares. For greater certainty, the Shareholder shall be obligated pursuant to the terms of this Agreement to take any and all actions as may be required by law for the Purchaser to cancel all Clawback Shares, up to the value of the applicable Claims under this Article 9;
(d) notwithstanding anything to the contrary in this Agreement, the aggregate liability of a Shareholder Beyond Oil or the Purchaser to any and all Indemnified Parties under this Agreement 0 shall be limited to 100% of the value of the Consideration Payment Shares received by such Shareholderissued under this Agreement, it being understood that for such purpose the value assigned to each Consideration Share will be the with a deemed price of C$0.75 per Consideration Share determined in accordance with Section 2.2Payment Share;
(de) if any Third Party Claim is of a Shareholder who nature such that the Indemnified Party is an required by applicable law to make a payment to any person (a “Third Party”) with respect to such Third Party Claim before the completion of settlement negotiations or related legal proceedings, the Indemnified Party may make such payment and thereafter seek reimbursement from the Indemnifying Party mayfor any such payment. If any Indemnifying Party pays, at its optionor reimburses an Indemnified Party in respect of any Third Party Claim before completion of settlement negotiations or related legal proceedings, elect to satisfy and the amount of any liability of the Indemnified Party under the Third Party Claim for in respect of which it such a payment was made, as finally determined, is determined to be liable less than the amount which was paid by either (i) payment the Indemnifying Party, the Indemnified Party shall, forthwith after receipt of the difference from the Third Party, pay the amount of such Claim in cash, or (ii) by transferring difference to the Purchaser for cancellation such number Indemnifying Party;
(f) except in the circumstance contemplated by Section 9.05, and whether or not the Indemnifying Party assumes control of Consideration Shares owned by such Shareholder as is equal to the value negotiation, settlement or defence of such any Third Party Claim, the Indemnified Party shall not negotiate, settle, compromise or pay any Third Party Claim except with the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld);
(g) the Indemnified Party shall not permit any right of appeal in respect of any Third Party Claim to terminate without giving the Indemnifying Party notice and an opportunity to contest such Third Party Claim;
(h) the Indemnified Party and the Indemnifying Party shall cooperate fully with each other with respect to Third Party Claims and shall keep each other fully advised with respect thereto (including supplying copies of all relevant documentation promptly as it being understood that for such purpose the value assigned to each Consideration Share will be the deemed price per Consideration Share determined in accordance with Section 2.2. For greater certainty, if such Shareholder elects to satisfy such Claim by transferring Consideration Shares to the Purchaser for cancellation, the Purchaser shall have no recourse whatsoever to any other property, assets, rights or interests of such Shareholder for the purpose of satisfying such Claimbecomes available); and
(ei) in no event shall any Indemnifying the provisions of this Article 9shall constitute the sole remedy available to a Party be liable against another Party with respect to any Indemnified and all breaches of any agreement, covenant, representation or warranty made by such other Party for any exemplary, punitive, incidental, consequential, special or indirect damages, including loss of future revenue, income or profit, loss of business reputation or opportunity relating to the breach or alleged breach of in this Agreement, or diminution of value or any Claim based on any type of multiple (including, without limitation, multiple of earnings or multiple of cash flow methodologies).
Appears in 1 contract
Sources: Share Purchase Agreement
General Indemnification Rules. The obligations of an the Indemnifying Party to indemnify an the Indemnified Party in respect of Claims shall also be subject to the following:
(a) without limiting the generality of Sections 6.19.01, 6.2 9.02 and 6.39.03, any Claim for breach of any representation, warranty or covenant shall be subject to Section 4.4 and 4.56.04;
(b) the Indemnifying Party’s obligation to indemnify the Indemnified Party shall only apply to the extent that the Claims in respect of which the Indemnifying Party has given an indemnity, in the aggregate, exceed $50,0005,000;
(c) notwithstanding anything to the contrary in this Agreement, the aggregate liability of an Indemnifying Party which is a Shareholder Securityholder to any and all Indemnified Parties under this Agreement Article VIII shall be limited to 100% the amount paid to such Indemnifying Party in respect of its Purchased Shares pursuant to Section 2.01; for greater certainty, no Securityholder shall be liable, in the aggregate, to any and all Indemnified Parties for any amount in excess of the value of its pro rata share of the Consideration Shares received by such Shareholder, it being understood that for such purpose the value assigned to each Consideration Share will be the deemed price per Consideration Share determined in accordance with Section 2.2Payment Shares;
(d) notwithstanding anything to the contrary in this Agreement, the aggregate liability of Pharmather or the Purchaser to any and all Indemnified Parties under this Article IX shall be limited to the value of the Payment Shares issuable under this Agreement;
(e) if any Third Party Claim is of a Shareholder who nature such that the Indemnified Party is an required by applicable law to make a payment to any person (a “Third Party”) with respect to such Third Party Claim before the completion of settlement negotiations or related legal proceedings, the Indemnified Party may make such payment and thereafter seek reimbursement from the Indemnifying Party mayfor any such payment. If any Indemnifying Party pays, at its optionor reimburses an Indemnified Party in respect of any Third Party Claim before completion of settlement negotiations or related legal proceedings, elect to satisfy and the amount of any liability of the Indemnified Party under the Third Party Claim for in respect of which it such a payment was made, as finally determined, is determined to be liable less than the amount which was paid by either (i) payment the Indemnifying Party, the Indemnified Party shall, forthwith after receipt of the difference from the Third Party, pay the amount of such Claim in cash, or (ii) by transferring difference to the Purchaser for cancellation such number Indemnifying Party;
(f) except in the circumstance contemplated by Section 9.05, and whether or not the Indemnifying Party assumes control of Consideration Shares owned by such Shareholder as is equal to the value negotiation, settlement or defence of such any Third Party Claim, the Indemnified Party shall not negotiate, settle, compromise or pay any Third Party Claim except with the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld);
(g) the Indemnified Party shall not permit any right of appeal in respect of any Third Party Claim to terminate without giving the Indemnifying Party notice and an opportunity to contest such Third Party Claim;
(h) the Indemnified Party and the Indemnifying Party shall cooperate fully with each other with respect to Third Party Claims and shall keep each other fully advised with respect thereto (including supplying copies of all relevant documentation promptly as it being understood that for such purpose the value assigned to each Consideration Share will be the deemed price per Consideration Share determined in accordance with Section 2.2. For greater certainty, if such Shareholder elects to satisfy such Claim by transferring Consideration Shares to the Purchaser for cancellation, the Purchaser shall have no recourse whatsoever to any other property, assets, rights or interests of such Shareholder for the purpose of satisfying such Claimbecomes available); and
(ei) in no event the provisions of this Article IX shall any Indemnifying Party be liable constitute the sole remedy available to a party against another party with respect to any Indemnified Party for and all breaches of any exemplaryagreement, punitivecovenant, incidental, consequential, special representation or indirect damages, including loss of future revenue, income or profit, loss of business reputation or opportunity relating to the breach or alleged breach of warranty made by such other party in this Agreement, or diminution of value or any Claim based on any type of multiple (including, without limitation, multiple of earnings or multiple of cash flow methodologies).
Appears in 1 contract
Sources: Share Exchange Agreement
General Indemnification Rules. The obligations of an the Indemnifying Party to indemnify an the Indemnified Party in respect of Claims shall also be subject to the following:
(a) without limiting the generality of Sections 6.1, 6.2 and 6.3, any Claim for breach of any representation, warranty or covenant shall be subject to Section 4.4 and 4.5;
(b) the Indemnifying Party’s obligation to indemnify the Indemnified Party shall only apply to the extent that the Claims in respect of which the Indemnifying Party has given an indemnity, in the aggregate, exceed $50,00010,000;
(cb) notwithstanding anything to the contrary in this Agreement, the aggregate liability of a Shareholder TargetCo or the Purchaser to any and all Indemnified Parties under this Agreement Article VIII shall be limited to 100% of the value of the Consideration Shares received issuable and securities issuable under this Agreement, including securities issuable in exchange for the TargetCo Debentures and TargetCo Shares pursuant to the Third TargetCo Financing;
(c) if any Third Party Claim is of a nature such that the Indemnified Party is required by applicable law to make a payment to any person (a “Third Party”) with respect to such ShareholderThird Party Claim before the completion of settlement negotiations or related legal proceedings, it being understood that the Indemnified Party may make such payment and thereafter seek reimbursement from the Indemnifying Party for any such purpose payment. If any Indemnifying Party pays, or reimburses an Indemnified Party in respect of any Third Party Claim before completion of settlement negotiations or related legal proceedings, and the value assigned amount of any liability of the Indemnified Party under the Third Party Claim in respect of which such a payment was made, as finally determined, is less than the amount which was paid by the Indemnifying Party, the Indemnified Party shall, forthwith after receipt of the difference from the Third Party, pay the amount of such difference to each Consideration Share will be the deemed price per Consideration Share determined in accordance with Section 2.2Indemnifying Party;
(d) a Shareholder who is an except in the circumstance contemplated by Section 8.04, and whether or not the Indemnifying Party may, at its option, elect to satisfy any Claim for which it is determined to be liable by either (i) payment assumes control of the amount negotiation, settlement or defence of such Claim in cash, or (ii) by transferring to the Purchaser for cancellation such number of Consideration Shares owned by such Shareholder as is equal to the value of such any Third Party Claim, the Indemnified Party shall not negotiate, settle, compromise or pay any Third Party Claim except with the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld);
(e) the Indemnified Party shall not permit any right of appeal in respect of any Third Party Claim to terminate without giving the Indemnifying Party notice and an opportunity to contest such Third Party Claim;
(f) the Indemnified Party and the Indemnifying Party shall cooperate fully with each other with respect to Third Party Claims and shall keep each other fully advised with respect thereto (including supplying copies of all relevant documentation promptly as it being understood that for such purpose the value assigned to each Consideration Share will be the deemed price per Consideration Share determined in accordance with Section 2.2. For greater certainty, if such Shareholder elects to satisfy such Claim by transferring Consideration Shares to the Purchaser for cancellation, the Purchaser shall have no recourse whatsoever to any other property, assets, rights or interests of such Shareholder for the purpose of satisfying such Claimbecomes available); and
(eg) in no event the provisions of this Article VIII shall any Indemnifying Party be liable constitute the sole remedy available to a party against another party with respect to any Indemnified Party for and all breaches of any exemplaryagreement, punitivecovenant, incidental, consequential, special representation or indirect damages, including loss of future revenue, income or profit, loss of business reputation or opportunity relating to the breach or alleged breach of warranty made by such other party in this Agreement, or diminution of value or any Claim based on any type of multiple (including, without limitation, multiple of earnings or multiple of cash flow methodologies).
Appears in 1 contract
General Indemnification Rules. The obligations of an the Indemnifying Party to indemnify an the Indemnified Party in respect of Claims shall will also be subject to the following:
(a) without limiting the generality of Sections 6.19.01, 6.2 and 6.39.02, or 9.03 , any Claim for breach of any representation, warranty or covenant shall will be subject to Section 4.4 and 4.56.04;
(b) the Indemnifying Party’s obligation to indemnify the Indemnified Party shall will only apply to the extent that the Claims in respect of which the Indemnifying Party has given an indemnity, in the aggregate, exceed $50,00025,000;
(c) notwithstanding anything to the contrary in this Agreement, the aggregate liability of an Indemnifying Party which is a Shareholder to any and all Indemnified Parties under this Agreement shall will be limited to 100% of the value of the Consideration Shares as set out in such Shareholder received by such Shareholder, it being understood that for such purpose the value assigned to each Consideration Share will be the deemed price per Consideration Share determined in accordance with Section 2.2;
(d) notwithstanding anything to the contrary in this Agreement, the aggregate liability of Modern Meat or the Purchaser to any and all Indemnified Parties under this Agreement will be limited to the value of the Consideration Shares issuable under this Agreement;
(e) if any Third Party Claim is of a Shareholder who nature such that the Indemnified Party is an required by applicable law to make a payment to any person (a “Third Party”) with respect to such Third Party Claim before the completion of settlement negotiations or related legal proceedings, the Indemnified Party may make such payment and thereafter seek reimbursement from the Indemnifying Party mayfor any such payment. If any Indemnifying Party pays, at its optionor reimburses an Indemnified Party in respect of any Third Party Claim before completion of settlement negotiations or related legal proceedings, elect to satisfy and the amount of any liability of the Indemnified Party under the Third Party Claim for in respect of which it such a payment was made, as finally determined, is determined to be liable less than the amount which was paid by either (i) payment the Indemnifying Party, the Indemnified Party will, forthwith after receipt of the difference from the Third Party, pay the amount of such Claim in cash, or (ii) by transferring difference to the Purchaser for cancellation such number Indemnifying Party;
(f) except in the circumstance contemplated by Section 9.06(e), and whether or not the Indemnifying Party assumes control of Consideration Shares owned by such Shareholder as is equal to the value negotiation, settlement or defence of such any Third Party Claim, the Indemnified Party will not negotiate, settle, compromise or pay any Third Party Claim except with the prior written consent of the Indemnifying Party (which consent will not be unreasonably withheld);
(g) the Indemnified Party will not permit any right of appeal in respect of any Third Party Claim to terminate without giving the Indemnifying Party notice and an opportunity to contest such Third Party Claim;
(h) the Indemnified Party and the Indemnifying Party will cooperate fully with each other with respect to Third Party Claims and will keep each other fully advised with respect thereto (including supplying copies of all relevant documentation promptly as it being understood that for such purpose the value assigned to each Consideration Share will be the deemed price per Consideration Share determined in accordance with Section 2.2. For greater certainty, if such Shareholder elects to satisfy such Claim by transferring Consideration Shares to the Purchaser for cancellation, the Purchaser shall have no recourse whatsoever to any other property, assets, rights or interests of such Shareholder for the purpose of satisfying such Claimbecomes available); and
(ei) in no event shall any Indemnifying the provisions of this Article VIII will constitute the sole remedy available to a Party be liable against another Party with respect to any Indemnified and all breaches of any agreement, covenant, representation or warranty made by such other Party for any exemplary, punitive, incidental, consequential, special or indirect damages, including loss of future revenue, income or profit, loss of business reputation or opportunity relating to the breach or alleged breach of in this Agreement, or diminution of value or any Claim based on any type of multiple (including, without limitation, multiple of earnings or multiple of cash flow methodologies).
Appears in 1 contract
Sources: Share Exchange Agreement
General Indemnification Rules. The obligations of an the Indemnifying Party to indemnify an the Indemnified Party in respect of Indemnification Claims shall also be subject to the following:
(a1) without limiting the generality Any Indemnification Claim arising as a result of Sections 6.1, 6.2 and 6.3, any Claim for a misrepresentation or incorrectness in or breach of any representation, a representation or warranty or covenant shall be subject made not later than the date on which, pursuant to Section 4.4 Sections 3.3 and 4.53.4, such representation and warranty terminated;
(b2) the The Indemnifying Party’s obligation to indemnify the Indemnified Party shall only apply to upon the extent that the Claims in respect of which the Indemnifying Indemnified Party has given an indemnityhaving incurred Losses exceeding, in the aggregate, exceed $50,000 (the “Deductible”) and such obligation to indemnify shall only apply to the amount of such Losses exceeding the Deductible (only the Losses in excess of $50,000;); provided, however, that (i) indemnification with respect to the representations and warranties set forth in Sections 3.1(1) to 3.1(7) inclusive, 3.1(19) and 3.2
(c1) notwithstanding to 3.2(3) inclusive; (ii) indemnification based upon or arising out of fraud, fraud in the inducement, willful misconduct, fraudulent misrepresentation or intentional misrepresentation; and (iii) indemnification based on Sections 6.1(b) and 6.2(a), shall not be subject to the Deductible (and the Indemnified Party shall be entitled to claim the full amount of all such Losses). Notwithstanding anything to the contrary in this the Agreement, the aggregate liability Liability of a Shareholder an Indemnifying Party to the Indemnified Party under this Agreement Article 8 shall be limited to 100% of $4,200,000 (the value of the Consideration Shares received by such Shareholder“Cap”); provided, it being understood however, that for such purpose the value assigned to each Consideration Share will be the deemed price per Consideration Share determined in accordance with Section 2.2;
(d) a Shareholder who is an Indemnifying Party may, at its option, elect to satisfy any Claim for which it is determined to be liable by either (i) indemnification with respect to the representations and warranties set forth in Sections 3.1(1) to 3.1(7) inclusive, 3.1(19) and 3.2
(1) to 3.2(3) inclusive, indemnification based upon or arising out of fraud, fraud in the inducement, willful misconduct, fraudulent misrepresentation or intentional misrepresentation, indemnification based on Sections 6.1(b) and 6.2(a) shall not be subject to the Cap and shall, therefore, be excluded when determining if the Cap has been exceeded.
(3) If any Third Party Claim is of a nature such that the Indemnified Party is required by applicable Law to make a payment to any person (a “Third Party”) with respect to such Third Party Claim before the completion of settlement negotiations or related legal proceedings, the Indemnified Party may make such payment and the Indemnifying Party shall, forthwith after demand by the Indemnified Party, reimburse the Indemnified Party for any such payment. If the amount of any liability of the Indemnified Party under the Third Party Claim in respect of which such a payment was made, as finally determined, is less than the amount which was paid by the Indemnifying Party to the Indemnified Party, the Indemnified Party shall, forthwith after receipt of the difference from the Third Party, pay the amount of such Claim in cash, or (ii) by transferring difference to the Purchaser for cancellation such number Indemnifying Party.
(4) Except in the circumstance contemplated by Section 6.5(5), and whether or not the Indemnifying Party assumes control of Consideration Shares owned by such Shareholder as is equal to the value negotiation, settlement or defence of such any Third Party Claim, it being understood that for such purpose the value assigned to each Consideration Share will be Indemnified Party shall not negotiate, settle, compromise or pay any Third Party Claim except with the deemed price per Consideration Share determined in accordance with Section 2.2. For greater certainty, if such Shareholder elects to satisfy such Claim by transferring Consideration Shares to prior written consent of the Purchaser for cancellation, the Purchaser shall have no recourse whatsoever to any other property, assets, rights or interests of such Shareholder for the purpose of satisfying such Claim; and
(e) in no event shall any Indemnifying Party (which consent shall not be liable to any Indemnified Party for any exemplary, punitive, incidental, consequential, special or indirect damages, including loss of future revenue, income or profit, loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement, or diminution of value or any Claim based on any type of multiple (including, without limitation, multiple of earnings or multiple of cash flow methodologiesunreasonably withheld).;
Appears in 1 contract
General Indemnification Rules. The obligations of an the Indemnifying Party to indemnify an the Indemnified Party in respect of Indemnification Claims shall also be subject to the following:
(a1) without limiting the generality of Sections 6.1, 6.2 and 6.3, any Any Indemnification Claim for breach of any representation, warranty based on Section 8.1(2) or covenant 8.2(2) shall be subject made not later than the date on which, pursuant to Sections 3.3 and 3.4, such representation and warranty terminated.
(2) Any Indemnification Claim based on a breach or failure of the Vendor to perform or fulfil any covenants or obligations pursuant to Section 4.4 and 4.5;8.1(3) shall be made not later than 18 months following the date on which such covenant or obligation is performed, fulfilled or terminated.
(b3) Any Indemnification Claim based on Sections 8.1(4), 8.1(5) and 8.1(7) shall be made not later than 54 months following the Closing Date.
(4) Any Indemnification Claim based on Sections 8.1(6) and 8.1(7) shall be made not later than 18 months following the Closing Date.
(5) The Indemnifying Party’s obligation to indemnify the Indemnified Party shall only apply to once the extent that the Claims in respect of which the Indemnifying Indemnified Party has given an indemnityincurred Losses exceeding, in the aggregate, exceed $50,000;
150,000 (cthe “Deductible”) notwithstanding (and shall only apply in respect of such excess); provided, however, that (i) indemnification with respect to any individual Loss in excess of $150,000, (ii) indemnification with respect to the representations and warranties set forth in Sections 3.1(1) through 3.1(7) inclusive, 3.1(19), 3.1(37), 3.1(38) and 3.2(3), (iii) indemnification based upon or arising out of fraud, fraud in the inducement, wilful misconduct, fraudulent misrepresentation or intentional misrepresentation, and (iv) indemnification based on Sections 8.1(1) and 8.2(1), 8.2(3) shall not be subject to the Deductible (and the Indemnified Party shall be entitled to claim the full amount of all such Losses). Notwithstanding anything to the contrary in this the Agreement, the aggregate liability Liability of an Indemnifying Party to the Indemnified Party under this Article 8 shall be limited to 40% of the amount of the Purchase Price, as finally determined pursuant to Article 2 (the “Cap”); provided, however, that (i) indemnification with respect to the representations and warranties set forth in Sections 3.1(1), through 3.1(7) inclusive, 3.1(19), 3.1(37), 3.1(38) and 3.2(3), indemnification based upon or arising out of fraud, fraud in the inducement, wilful misconduct, fraudulent misrepresentation or intentional misrepresentation, indemnification based on Sections 8.1(1), 8.2(1) and 8.2(3) shall not be subject to the Cap. For greater certainty, the Deductible and Cap shall not apply to the obligation of the Purchaser to pay the Purchase Price.
(6) If any Third Party Claim is of a Shareholder nature such that the Indemnified Party is required by applicable Law to make a payment to any person (a “Third Party”) with respect to such Third Party Claim before the completion of settlement negotiations or related legal proceedings, the Indemnified Party may make such payment and the Indemnifying Party shall, forthwith after demand by the Indemnified Party, reimburse the Indemnified Party for any such payment. If the amount of any Losses of the Indemnified Party under the Third Party Claim in respect of which such a payment was made, as finally determined, is less than the amount which was paid by the Indemnifying Party to the Indemnified Party, the Indemnified Party shall, forthwith after receipt of the difference from the Third Party, pay the amount of such difference to the Indemnifying Party.
(7) If the Indemnifying Party fails to assume control of the defence of any Third Party Claim, the Indemnified Party shall have the exclusive right to contest, settle or pay the amount claimed and the Indemnifying Party shall be bound by the results obtained by the Indemnified Party with respect to such Third Party Claim. Whether or not the Indemnifying Party assumes control of the negotiation, settlement or defence of any Third Party Claim, the Indemnifying Party shall not settle any Third Party Claim without the written consent of the Indemnified Party, which consent shall not be unreasonably withheld or delayed.
(8) The Indemnified Party shall not permit any right of appeal in respect of any Third Party Claim to terminate without giving the Indemnifying Party notice and an opportunity to contest such Third Party Claim.
(9) The Indemnified Party and the Indemnifying Party shall cooperate fully with each other with respect to Third Party Claims and shall keep each other fully advised with respect thereto (including supplying copies of all relevant documentation promptly as it becomes available).
(10) Subject to the provisions of Section 9.8 with respect to the Purchaser’s rights to specific performance, the provisions of this Article 8 shall constitute the sole remedy available to a Party against another Party with respect to any and all breaches of any agreement, covenant, representation or warranty made by such other Party in this Agreement; provided, however, that nothing in this Agreement shall limit any Party’s remedies for fraud, fraud in the inducement, wilful misconduct, fraudulent misrepresentation or intentional misrepresentation.
(11) Once an Indemnification Claim is finally determined, the Purchaser shall be entitled to set off the amount of any Losses subject to indemnification under this Agreement against any other amounts payable by the Purchaser to the Vendor whether under this Agreement or otherwise.
(12) The amount of any Indemnification Claim due under this Agreement shall be limited to 100% of the value of the Consideration Shares received by such Shareholder, it being understood that for such purpose the value assigned to each Consideration Share will be the deemed price per Consideration Share determined in accordance with Section 2.2;reduced by:
(da) a Shareholder who is an Indemnifying Party may, at its option, elect to satisfy any Claim for which it is determined to be liable by either (i) payment of the amount of such Claim any insurance or other reimbursement received by the Indemnified Party in cash, or (ii) by transferring relation to the Purchaser for cancellation such number of Consideration Shares owned by such Shareholder as is equal breach or other event giving rise to the value of such Claim, it being understood that for such purpose the value assigned to each Consideration Share will be the deemed price per Consideration Share determined in accordance with Section 2.2. For greater certainty, if such Shareholder elects to satisfy such Claim by transferring Consideration Shares to the Purchaser for cancellation, the Purchaser shall have no recourse whatsoever to any other property, assets, rights or interests of such Shareholder for the purpose of satisfying such Indemnification Claim; and
(eb) the amount recovered under any counterclaims against third parties in no event shall any Indemnifying Party be liable to any Indemnified Party for any exemplary, punitive, incidental, consequential, special or indirect damages, including loss of future revenue, income or profit, loss of business reputation or opportunity relating relation to the breach or alleged breach of this Agreement, or diminution of value or any Claim based on any type of multiple (including, without limitation, multiple of earnings or multiple of cash flow methodologies)other event giving rise to the Indemnification Claim.
Appears in 1 contract
General Indemnification Rules. The obligations of an the Indemnifying Party to indemnify an the Indemnified Party in respect of Claims shall also be subject to the following:
(a1) without limiting the generality of Sections 6.19.01, 6.2 9.02 and 6.39.03, any Claim for breach of any representation, warranty warranty, covenant or covenant other obligation under this Agreement, the VTB Loan, the General Security Agreement, the Escrow Agreement and the Securities Pledge Agreement, as the case may be, shall be subject to the foregoing:
(i) if the Claim relates to any breach of any representation or warranty made by the Purchaser, Seller and/or each entity in the CannMart Group, other than a breach specified in the remainder of this Section 4.4 and 4.58.06, within 24 months after the Closing Date;
(bii) if the Claim relates to any breach of any covenant made by, or obligation of, the Purchaser, Seller and/or each entity in the CannMart Group, other than a breach specified in the remainder of this Section 8.06, until such time as the VTB Loan has been paid in full;
(iii) if the Claim relates to any breach of the Fundamental Representations or if the Claim is made under Section 9.02 (2) to (7), for the longest period permitted by applicable Law; and
(iv) if the Claim relates to any breach of the representations and warranties made in Section 5.03 (32) Tax , or if the Indemnity Claim is made under Section 9.02(3) on or before 90 days after the last day upon which any of the relevant Governmental Authorities is entitled to assess or reassess each entity in the CannMart Group (or to raise Claims against the Purchaser or any entity in the CannMart Group relating to that assessment or reassessment) with respect to any Tax for any taxation year or stub period ending on or before the Closing Date, having regard to any entitlement of a Governmental Authority to assess or reassess in the event of fraud or fraudulent misrepresentation or wilful default.
(2) Notwithstanding anything to the contrary contained herein, any Claim relating to the non- payment of any outstanding amount due by the Purchaser under and in accordance with the terms of the VTB Loan, the breach of any of the post-closing covenants of the Purchaser contained in the VTB Loan or the triggering of an event of default under the VTB Loan shall be satisfied first pursuant to the terms of the Securities Pledge Agreement, the Escrow Agreement, the VTB Loan and the General Security Agreement.
(3) The notice periods set out in Section 9.06(1) will not apply to a Claim based on fraud or wilful misconduct of a Party.
(4) if any Third Party Claim is of a nature such that the Indemnified Party is required by Applicable Laws to make a payment to any Person (a “Third Party”) with respect to such Third Party Claim before the completion of settlement negotiations or related legal proceedings and the Indemnified Party has complied with Section 9.04 and the Indemnifying Party has not assumed control of the negotiation, settlement or defence of such Third Party Claim in accordance with Section 9.05(2), the Indemnified Party may make such payment and thereafter seek reimbursement from the Indemnifying Party for any such payment. If the foregoing conditions have been satisfied and any Indemnifying Party pays, or reimburses an Indemnified Party in respect of any Third Party Claim before completion of settlement negotiations or related legal proceedings, and the amount of any liability of the Indemnified Party under the Third Party Claim in respect of which such a payment was made, as finally determined, is less than the amount which was paid by the Indemnifying Party’s obligation , the Indemnified Party shall, forthwith after receipt of the difference from the Third Party, pay the amount of such difference to indemnify the Indemnifying Party;
(5) except in the circumstance contemplated by Section 9.05, and whether or not the Indemnifying Party assumes control of the negotiation, settlement or defence of any Third Party Claim, the Indemnified Party shall only apply to not negotiate, settle, compromise or pay any Third Party Claim except with the extent that prior written consent of the Claims Indemnifying Party (which consent shall not be unreasonably withheld);
(6) the Indemnified Party shall not permit any right of appeal in respect of which any Third Party Claim to terminate without giving the Indemnifying Party has given notice and an indemnity, in the aggregate, exceed $50,000opportunity to contest such Third Party Claim;
(c7) notwithstanding anything the Indemnified Party and Indemnifying Party shall cooperate fully with each other with respect to Third Party Claims and shall keep each other fully advised with respect thereto (including supplying copies of all relevant documentation promptly as it becomes available);
(8) Indemnified Parties hereunder have a duty to use commercially reasonable efforts to mitigate any damages that would otherwise be recoverable from an Indemnifying Party; and
(9) the contrary provisions of this Article IX shall constitute the sole remedy available to a party against another party, inclusive of Section 8.06(2), with respect to any and all breaches of any agreement, covenant, representation or warranty made by such other party in this Agreement, the aggregate liability of a Shareholder under this Agreement shall be limited to 100% of the value of the Consideration Shares received by such Shareholder, it being understood that for such purpose the value assigned to each Consideration Share will be the deemed price per Consideration Share determined in accordance with Section 2.2;
(d) a Shareholder who is an Indemnifying Party may, at its option, elect to satisfy any Claim for which it is determined to be liable by either (i) payment of the amount of such Claim in cash, or (ii) by transferring to the Purchaser for cancellation such number of Consideration Shares owned by such Shareholder as is equal to the value of such Claim, it being understood that for such purpose the value assigned to each Consideration Share will be the deemed price per Consideration Share determined in accordance with Section 2.2. For greater certainty, if such Shareholder elects to satisfy such Claim by transferring Consideration Shares to the Purchaser for cancellationVTB Loan, the Purchaser shall have no recourse whatsoever to any other property, assets, rights or interests of such Shareholder for the purpose of satisfying such Claim; and
(e) in no event shall any Indemnifying Party be liable to any Indemnified Party for any exemplary, punitive, incidental, consequential, special or indirect damages, including loss of future revenue, income or profit, loss of business reputation or opportunity relating to the breach or alleged breach of this Securities Pledge Agreement, or diminution of value or any Claim based on any type of multiple (including, without limitation, multiple of earnings or multiple of cash flow methodologies)the Escrow Agreement and the General Security Agreement.
Appears in 1 contract
Sources: Share Purchase Agreement
General Indemnification Rules. The obligations of an the Indemnifying Party to indemnify an the Indemnified Party in respect of Claims shall also be subject to the following:
(a) without limiting the generality of Sections 6.19.01, 6.2 9.02 and 6.39.03, any Claim for breach of any representation, warranty or covenant shall be subject to Section 4.4 and 4.56.04;
(b) the Indemnifying Party’s obligation to indemnify the Indemnified Party shall only apply to the extent that the Claims in respect of which the Indemnifying Party has given an indemnity, in the aggregate, exceed $50,00010,000;
(c) notwithstanding anything to the contrary in this Agreement, the aggregate liability of an Indemnifying Party which is a Shareholder to any and all Indemnified Parties under this Agreement Article VIII shall be limited to 100% the amount paid to such Indemnifying Party in respect of its Purchased Shares pursuant to Section 2.01; for greater certainty, no Shareholder shall be liable, in the aggregate, to any and all Indemnified Parties for any amount in excess of the value of its pro rata share of the Consideration Shares received by such Shareholder, it being understood that for such purpose the value assigned to each Consideration Share will be the deemed price per Consideration Share determined in accordance with Section 2.2Payment Shares;
(d) notwithstanding anything to the contrary in this Agreement, the aggregate liability of Blockchain or the Purchaser to any and all Indemnified Parties under this Article IX shall be limited to the value of the Payment Shares issuable under this Agreement;
(e) if any Third Party Claim is of a Shareholder who nature such that the Indemnified Party is an required by applicable law to make a payment to any person (a “Third Party”) with respect to such Third Party Claim before the completion of settlement negotiations or related legal proceedings, the Indemnified Party may make such payment and thereafter seek reimbursement from the Indemnifying Party mayfor any such payment. If any Indemnifying Party pays, at its optionor reimburses an Indemnified Party in respect of any Third Party Claim before completion of settlement negotiations or related legal proceedings, elect to satisfy and the amount of any liability of the Indemnified Party under the Third Party Claim for in respect of which it such a payment was made, as finally determined, is determined to be liable less than the amount which was paid by either (i) payment the Indemnifying Party, the Indemnified Party shall, forthwith after receipt of the difference from the Third Party, pay the amount of such Claim in cash, or (ii) by transferring difference to the Purchaser for cancellation such number Indemnifying Party;
(f) except in the circumstance contemplated by Section 9.05, and whether or not the Indemnifying Party assumes control of Consideration Shares owned by such Shareholder as is equal to the value negotiation, settlement or defence of such any Third Party Claim, the Indemnified Party shall not negotiate, settle, compromise or pay any Third Party Claim except with the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld);
(g) the Indemnified Party shall not permit any right of appeal in respect of any Third Party Claim to terminate without giving the Indemnifying Party notice and an opportunity to contest such Third Party Claim;
(h) the Indemnified Party and the Indemnifying Party shall cooperate fully with each other with respect to Third Party Claims and shall keep each other fully advised with respect thereto (including supplying copies of all relevant documentation promptly as it being understood that for such purpose the value assigned to each Consideration Share will be the deemed price per Consideration Share determined in accordance with Section 2.2. For greater certainty, if such Shareholder elects to satisfy such Claim by transferring Consideration Shares to the Purchaser for cancellation, the Purchaser shall have no recourse whatsoever to any other property, assets, rights or interests of such Shareholder for the purpose of satisfying such Claimbecomes available); and
(ei) in no event the provisions of this Article IX shall any Indemnifying Party be liable constitute the sole remedy available to a party against another party with respect to any Indemnified Party for and all breaches of any exemplaryagreement, punitivecovenant, incidental, consequential, special representation or indirect damages, including loss of future revenue, income or profit, loss of business reputation or opportunity relating to the breach or alleged breach of warranty made by such other party in this Agreement, or diminution of value or any Claim based on any type of multiple (including, without limitation, multiple of earnings or multiple of cash flow methodologies).
Appears in 1 contract
Sources: Share Exchange Agreement
General Indemnification Rules. The obligations of an the Indemnifying Party to indemnify an the Indemnified Party in respect of Claims shall also be subject to the following:
(a1) without limiting the generality Any Claim arising as a result of Sections 6.1, 6.2 and 6.3, any Claim for a breach of any representation, a representation or warranty or covenant shall be subject made not later than the date on which, pursuant to Section 4.4 Sections 3.3 and 4.53.4, such representation and warranty terminated;
(b2) the The Indemnifying Party’s obligation to indemnify the Indemnified Party shall only apply to the extent that the Claims in respect of which the Indemnifying Party has given an indemnity, in the aggregate, exceed $50,000200,000 (and shall only apply in respect of such excess) but are less than $2,000,000, provided that such obligation to indemnify shall only apply in respect of an individual Claim which exceeds $25,000 and any individual Claim below such threshold shall be disregarded by the Indemnifying Party;
(c3) notwithstanding anything If any Third Party Claim is of a nature such that the Indemnified Party is required by applicable law to make a payment to any person (a “Third Party”) with respect to such Third Party Claim before the completion of settlement negotiations or related legal proceedings, the Indemnified Party may make such payment and the Indemnifying Party shall, forthwith after demand by the Indemnified Party, reimburse the Indemnified Party for any such payment. If the amount of any liability of the Indemnified Party under the Third Party Claim in respect of which such a payment was made, as finally determined, is less than the amount which was paid by the Indemnifying Party to the contrary Indemnified Party, the Indemnified Party shall, forthwith after receipt of the difference from the Third Party, pay the amount of such difference to the Indemnifying Party;
(4) Except in the circumstance contemplated by Section 7.5(5), and whether or not the Indemnifying Party assumes control of the negotiation, settlement or defence of any Third Party Claim, the Indemnified Party shall not negotiate, settle, compromise or pay any Third Party Claim except with the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld);
(5) The Indemnified Party shall not permit any right of appeal in respect of any Third Party Claim to terminate without giving the Indemnifying Party notice and an opportunity to contest such Third Party Claim;
(6) The Indemnified Party and the Indemnifying Party shall cooperate fully with each other with respect to Third Party Claims and shall keep each other fully advised with respect thereto (including supplying copies of all relevant documentation promptly as it becomes available); and
(7) Notwithstanding Section 7.4(2), the Indemnifying Party shall not settle any Third Party Claim or conduct any related legal or administrative proceeding in a manner which would, in the opinion of the Indemnified Party, acting reasonably, have a material adverse impact on the Indemnified Party.
(8) The provisions of this Article 7 shall constitute the sole remedy available to a Party against another Party with respect to any and all breaches of any agreement, covenant, representation or warranty made by such other Party in this Agreement, the aggregate liability .
(9) The amount of a Shareholder any Claim due under this Agreement shall be limited to 100% of the value of the Consideration Shares received by such Shareholder, it being understood that for such purpose the value assigned to each Consideration Share will be the deemed price per Consideration Share determined in accordance with Section 2.2;reduced by:
(da) a Shareholder who is an Indemnifying Party may, at its option, elect to satisfy any Claim for which it is determined to be liable by either (i) payment of the amount of such Claim any insurance or other reimbursement received by the Indemnifying Party in cash, or (ii) by transferring relation to the Purchaser for cancellation such number of Consideration Shares owned by such Shareholder as is equal breach or other event giving rise to the value of such Claim, it being understood that for such purpose the value assigned to each Consideration Share will be the deemed price per Consideration Share determined in accordance with Section 2.2. For greater certainty, if such Shareholder elects to satisfy such Claim by transferring Consideration Shares to the Purchaser for cancellation, the Purchaser shall have no recourse whatsoever to any other property, assets, rights or interests of such Shareholder for the purpose of satisfying such Claim; and
(eb) the amount expected to be recovered under any counterclaims against third parties in no event shall any Indemnifying Party be liable to any Indemnified Party for any exemplary, punitive, incidental, consequential, special or indirect damages, including loss of future revenue, income or profit, loss of business reputation or opportunity relating relation to the breach or alleged breach of this Agreement, or diminution of value or any Claim based on any type of multiple (including, without limitation, multiple of earnings or multiple of cash flow methodologies)other event giving rise to the Claim.
Appears in 1 contract
General Indemnification Rules. The obligations of an the Indemnifying Party to indemnify an the Indemnified Party in respect of Claims shall also be subject to the following:
(1) Any Claim arising as a result of a breach of a representation or warranty shall be made not later than the date on which, pursuant to Sections 3.3, such representation and warranty terminated;
(2) If any Third Party Claim is of a nature such that the Indemnified Party is required by applicable law to make a payment to any person (a “Third Party”) with respect to such Third Party Claim before the completion of settlement negotiations or related legal proceedings, the Indemnified Party may make such payment and the Indemnifying Party shall, forthwith after demand by the Indemnified Party, reimburse the Indemnified Party for any such payment. If the amount of any liability of the Indemnified Party under the Third Party Claim in respect of which such a payment was made, as finally determined, is less than the amount which was paid by the Indemnifying Party to the Indemnified Party, the Indemnified Party shall, forthwith after receipt of the difference from the Third Party, pay the amount of such difference to the Indemnifying Party;
(3) Except in the circumstance contemplated by Section 7.5(4), and whether or not the Indemnifying Party assumes control of the negotiation, settlement or defence of any Third Party Claim, the Indemnified Party shall not negotiate, settle, compromise or pay any Third Party Claim except with the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld);
(4) The Indemnified Party shall not permit any right of appeal in respect of any Third Party Claim to terminate without giving the Indemnifying Party notice and an opportunity to contest such Third Party Claim;
(5) The Indemnified Party and the Indemnifying Party shall cooperate fully with each other with respect to Third Party Claims and shall keep each other fully advised with respect thereto (including supplying copies of all relevant documentation promptly as it becomes available); and
(6) Notwithstanding Section 7.4(2), the Indemnifying Party shall not settle any Third Party Claim or conduct any related legal or administrative proceeding in a manner which would, in the opinion of the Indemnified Party, acting reasonably, have a material adverse impact on the Indemnified Party.
(7) The provisions of this Article 7 shall constitute the sole remedy available to a Party against another Party with respect to any and all breaches of any agreement, covenant, representation or warranty made by such other Party in this Agreement.
(8) The amount of any Claim due under this Agreement shall be reduced by:
(a) without limiting the generality of Sections 6.1, 6.2 and 6.3, any Claim for breach amount of any representation, warranty insurance or covenant shall be subject other reimbursement received by the Indemnifying Party in relation to Section 4.4 and 4.5;the breach or other event giving rise to the Claim; and
(b) the Indemnifying Party’s obligation amount expected to indemnify the Indemnified Party shall only apply be recovered under any counterclaims against third parties in relation to the extent that breach or other event giving rise to the Claims in respect Claim.
(9) Notwithstanding any provision contained herein to the contrary:
(a) there shall be no liability of which the an Indemnifying Party has given for any Claim unless an indemnity, in the aggregate, individual Claim group or series of Claims exceed $50,000;
(c) notwithstanding anything to the contrary in this Agreement, the aggregate liability of a Shareholder under this Agreement shall be limited to 100% of the value of the Consideration Shares received by such Shareholder10,000, it being understood that such Claims shall accumulate until such time or times as the aggregate of all such Claims exceed $10,000, whereupon the Indemnified Party shall be entitled to claim indemnification hereunder for all such purpose the value assigned to each Consideration Share will be the deemed price per Consideration Share determined in accordance with Section 2.2;
(d) a Shareholder who is an Indemnifying Party may, at its option, elect to satisfy any Claim for which it is determined to be liable by either (i) payment of the amount of Claims including such Claim in cash, or (ii) by transferring to the Purchaser for cancellation such number of Consideration Shares owned by such Shareholder as is equal to the value of such Claim, it being understood that for such purpose the value assigned to each Consideration Share will be the deemed price per Consideration Share determined in accordance with Section 2.2. For greater certainty, if such Shareholder elects to satisfy such Claim by transferring Consideration Shares to the Purchaser for cancellation, the Purchaser shall have no recourse whatsoever to any other property, assets, rights or interests of such Shareholder for the purpose of satisfying such Claimaccumulated $10,000amount; and
(eb) the maximum cumulative amount of Claims recoverable from the Indemnified Party under this Agreement shall in no event shall any Indemnifying Party be liable to any Indemnified Party for any exemplary, punitive, incidental, consequential, special or indirect damages, including loss of future revenue, income or profit, loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement, or diminution of value or any Claim based on any type of multiple (including, without limitation, multiple of earnings or multiple of cash flow methodologies)exceed $700,000.
Appears in 1 contract
General Indemnification Rules. The obligations of an the Indemnifying Party to indemnify an the Indemnified Party in respect of Claims shall also be subject to the following:
(a) without limiting the generality of Sections 6.18.01, 6.2 8.02 and 6.38.03, any Claim for breach of any representation, warranty or covenant shall be subject to Section 4.4 and 4.55.04;
(b) the Indemnifying Party’s obligation to indemnify the Indemnified Party shall only apply to the extent that the Claims in respect of which the Indemnifying Party has given an indemnity, in the aggregate, exceed $50,0005,000;
(c) notwithstanding anything to the contrary in this Agreement, the aggregate liability of an Indemnifying Party which is a Shareholder to any and all Indemnified Parties under this Agreement Article VIII shall be limited to 100% the amount paid to such Indemnifying Party in respect of its Purchased Shares pursuant to Section 2.01; for greater certainty, no Shareholder shall be liable, in the aggregate, to any and all Indemnified Parties for any amount in excess of the value of its pro rata share of the Consideration Shares received by such Shareholder, it being understood that for such purpose the value assigned to each Consideration Share will be the deemed price per Consideration Share determined in accordance with Section 2.2Payment Shares;
(d) notwithstanding anything to the contrary in this Agreement, the aggregate liability of AlphaMind or the Purchaser to any and all Indemnified Parties under this Article VIII shall be limited to the value of the Payment Shares issuable under this Agreement;
(e) if any Third Party Claim is of a Shareholder who nature such that the Indemnified Party is an required by applicable law to make a payment to any person (a “Third Party”) with respect to such Third Party Claim before the completion of settlement negotiations or related legal proceedings, the Indemnified Party may make such payment and thereafter seek reimbursement from the Indemnifying Party mayfor any such payment. If any Indemnifying Party pays, at its optionor reimburses an Indemnified Party in respect of any Third Party Claim before completion of settlement negotiations or related legal proceedings, elect to satisfy and the amount of any liability of the Indemnified Party under the Third Party Claim for in respect of which it such a payment was made, as finally determined, is determined to be liable less than the amount which was paid by either (i) payment the Indemnifying Party, the Indemnified Party shall, forthwith after receipt of the difference from the Third Party, pay the amount of such Claim in cash, or (ii) by transferring difference to the Purchaser for cancellation such number Indemnifying Party;
(f) except in the circumstance contemplated by Section 8.05, and whether or not the Indemnifying Party assumes control of Consideration Shares owned by such Shareholder as is equal to the value negotiation, settlement or defence of such any Third Party Claim, the Indemnified Party shall not negotiate, settle, compromise or pay any Third Party Claim except with the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld);
(g) the Indemnified Party shall not permit any right of appeal in respect of any Third Party Claim to terminate without giving the Indemnifying Party notice and an opportunity to contest such Third Party Claim;
(h) the Indemnified Party and the Indemnifying Party shall cooperate fully with each other with respect to Third Party Claims and shall keep each other fully advised with respect thereto (including supplying copies of all relevant documentation promptly as it being understood that for such purpose the value assigned to each Consideration Share will be the deemed price per Consideration Share determined in accordance with Section 2.2. For greater certainty, if such Shareholder elects to satisfy such Claim by transferring Consideration Shares to the Purchaser for cancellation, the Purchaser shall have no recourse whatsoever to any other property, assets, rights or interests of such Shareholder for the purpose of satisfying such Claimbecomes available); and
(ei) in no event the provisions of this Article VIII shall any Indemnifying Party be liable constitute the sole remedy available to a party against another party with respect to any Indemnified Party for and all breaches of any exemplaryagreement, punitivecovenant, incidental, consequential, special representation or indirect damages, including loss of future revenue, income or profit, loss of business reputation or opportunity relating to the breach or alleged breach of warranty made by such other party in this Agreement, or diminution of value or any Claim based on any type of multiple (including, without limitation, multiple of earnings or multiple of cash flow methodologies).
Appears in 1 contract
Sources: Share Exchange Agreement
General Indemnification Rules. The obligations of an the Indemnifying Party to indemnify an the Indemnified Party in respect of Claims shall also be subject to the following:
(a1) without limiting the generality Any Claim arising as a result of Sections 6.1, 6.2 and 6.3, any Claim for a breach of any representation, a representation or warranty or covenant shall be subject made not later than the date on which, pursuant to Section 4.4 Sections 3.2(43) and 4.53.4, such representation and warranty terminated;
(b2) the The Indemnifying Party’s obligation to indemnify the Indemnified Party shall only apply to the extent that the Claims in respect of which the Indemnifying Party has given an indemnity, in the aggregate, exceed $50,00050,000 (and shall only apply in respect of such excess); provided, however, that in no event shall an Indemnifying Party be liable for any Claims in excess of $1,500,000 in the aggregate. Notwithstanding the foregoing, this limitation of liability shall not apply where a claim is the result of fraud or a fraudulent misrepresentation;
(c3) notwithstanding anything If any Third Party Claim is of a nature such that the Indemnified Party is required by applicable Law to make a payment to any person (a "Third Party") with respect to such Third Party Claim before the completion of settlement negotiations or related legal proceedings, the Indemnified Party may make such payment and the Indemnifying Party shall, forthwith after demand by the Indemnified Party, reimburse the Indemnified Party for any such payment. If the amount of any liability of the Indemnified Party under the Third Party Claim in respect of which such a payment was made, as finally determined, is less than the amount which was paid by the Indemnifying Party to the contrary Indemnified Party, the Indemnified Party shall, forthwith after receipt of the difference from the Third Party, pay the amount of such difference to the Indemnifying Party;
(4) Except in the circumstance contemplated by Section 7.5(5), and whether or not the Indemnifying Party assumes control of the negotiation, settlement or defence of any Third Party Claim, the Indemnified Party shall not negotiate, settle, compromise or pay any Third Party Claim except with the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld);
(5) The Indemnified Party shall not permit any right of appeal in respect of any Third Party Claim to terminate without giving the Indemnifying Party notice and an opportunity to contest such Third Party Claim;
(6) The Indemnified Party and the Indemnifying Party shall cooperate fully with each other with respect to Third Party Claims and shall keep each other fully advised with respect thereto (including supplying copies of all relevant documentation promptly as it becomes available); and
(7) Notwithstanding Section 7.4(2), the Indemnifying Party shall not settle any Third Party Claim or conduct any related legal or administrative proceeding in a manner which would, in the opinion of the Indemnified Party, acting reasonably, have a material adverse impact on the Indemnified Party.
(8) The provisions of this Article 7 shall constitute the sole remedy available to a Party against another Party with respect to any and all breaches of any agreement, covenant, representation or warranty made by such other Party in this Agreement, the aggregate liability .
(9) The amount of a Shareholder any Claim due under this Agreement shall be limited to 100% of the value of the Consideration Shares received by such Shareholder, it being understood that for such purpose the value assigned to each Consideration Share will be the deemed price per Consideration Share determined in accordance with Section 2.2;reduced by:
(da) a Shareholder who is an Indemnifying Party may, at its option, elect to satisfy any Claim for which it is determined to be liable by either (i) payment of the amount of such Claim any insurance or other reimbursement received by the Indemnified Party in cash, or (ii) by transferring relation to the Purchaser for cancellation such number of Consideration Shares owned by such Shareholder as is equal breach or other event giving rise to the value of such Claim, it being understood that for such purpose the value assigned to each Consideration Share will be the deemed price per Consideration Share determined in accordance with Section 2.2. For greater certainty, if such Shareholder elects to satisfy such Claim by transferring Consideration Shares to the Purchaser for cancellation, the Purchaser shall have no recourse whatsoever to any other property, assets, rights or interests of such Shareholder for the purpose of satisfying such Claim; and
(eb) the amount expected to be recovered under any counterclaims against third parties in no event shall any Indemnifying Party be liable to any Indemnified Party for any exemplary, punitive, incidental, consequential, special or indirect damages, including loss of future revenue, income or profit, loss of business reputation or opportunity relating relation to the breach or alleged breach of this Agreement, or diminution of value or any Claim based on any type of multiple (including, without limitation, multiple of earnings or multiple of cash flow methodologies)other event giving rise to the Claim.
Appears in 1 contract
Sources: Share Purchase Agreement (Tribute Pharmaceuticals Canada Inc.)
General Indemnification Rules. The obligations of an the Indemnifying Party to indemnify an the Indemnified Party in respect of Claims shall also be subject to the following:
(a) without limiting the generality of Sections 6.18.01, 6.2 8.02 and 6.38.03, any Claim for breach of any representation, warranty or covenant shall be subject to Section 4.4 and 4.55.04;
(b) the Indemnifying Party’s obligation to indemnify the Indemnified Party shall only apply to the extent that the Claims in respect of which the Indemnifying Party has given an indemnity, in the aggregate, exceed $50,00010,000;
(c) notwithstanding anything to the contrary in this Agreement, the aggregate liability of an Indemnifying Party which is a Shareholder Member to any and all Indemnified Parties under this Agreement Article VIII shall be limited to 100% the amount paid to such Indemnifying Party in respect of its Purchased Membership Interests pursuant to Section 2.01 for greater certainty, no Member shall be liable, in the aggregate, to any and all Indemnified Parties for any amount in excess of the value of its pro rata share of the Consideration Shares received by such Shareholder, it being understood that for such purpose the value assigned to each Consideration Share will be the deemed price per Consideration Share determined in accordance with Section 2.2Payment Shares;
(d) notwithstanding anything to the contrary in this Agreement, the aggregate liability of Hollister or the Purchaser to any and all Indemnified Parties under this Article VIII shall be limited to the value of the Payment Shares issuable under this Agreement;
(e) if any Third Party Claim is of a Shareholder who nature such that the Indemnified Party is an required by applicable law to make a payment to any person (a “Third Party”) with respect to such Third Party Claim before the completion of settlement negotiations or related legal proceedings, the Indemnified Party may make such payment and thereafter seek reimbursement from the Indemnifying Party mayfor any such payment. If any Indemnifying Party pays, at its optionor reimburses an Indemnified Party in respect of any Third Party Claim before completion of settlement negotiations or related legal proceedings, elect to satisfy and the amount of any liability of the Indemnified Party under the Third Party Claim for in respect of which it such a payment was made, as finally determined, is determined to be liable less than the amount which was paid by either (i) payment the Indemnifying Party, the Indemnified Party shall, forthwith after receipt of the difference from the Third Party, pay the amount of such Claim in cash, or (ii) by transferring difference to the Purchaser for cancellation such number Indemnifying Party;
(f) except in the circumstance contemplated by Section 8.05, and whether or not the Indemnifying Party assumes control of Consideration Shares owned by such Shareholder as is equal to the value negotiation, settlement or defence of such any Third Party Claim, the Indemnified Party shall not negotiate, settle, compromise or pay any Third Party Claim except with the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld);
(g) the Indemnified Party shall not permit any right of appeal in respect of any Third Party Claim to terminate without giving the Indemnifying Party notice and an opportunity to contest such Third Party Claim;
(h) the Indemnified Party and the Indemnifying Party shall cooperate fully with each other with respect to Third Party Claims and shall keep each other fully advised with respect thereto (including supplying copies of all relevant documentation promptly as it being understood that for such purpose the value assigned to each Consideration Share will be the deemed price per Consideration Share determined in accordance with Section 2.2. For greater certainty, if such Shareholder elects to satisfy such Claim by transferring Consideration Shares to the Purchaser for cancellation, the Purchaser shall have no recourse whatsoever to any other property, assets, rights or interests of such Shareholder for the purpose of satisfying such Claimbecomes available); and
(ei) in no event the provisions of this Article VIII shall any Indemnifying Party be liable constitute the sole remedy available to a party against another party with respect to any Indemnified Party for and all breaches of any exemplaryagreement, punitivecovenant, incidental, consequential, special representation or indirect damages, including loss of future revenue, income or profit, loss of business reputation or opportunity relating to the breach or alleged breach of warranty made by such other party in this Agreement, or diminution of value or any Claim based on any type of multiple (including, without limitation, multiple of earnings or multiple of cash flow methodologies).
Appears in 1 contract
Sources: Securities Exchange Agreement
General Indemnification Rules. The obligations of an the Indemnifying Party to indemnify an the Indemnified Party in respect of Claims shall also be subject to the following:
(a) without limiting the generality of Sections 6.112.1, 6.2 12.2 and 6.312.3, any Claim for breach of any representation, warranty or covenant shall be subject to Section 4.4 and 4.58.4;
(b) the Indemnifying Party’s obligation to indemnify the Indemnified Party shall only apply to the extent that the Claims in respect of which the Indemnifying Party has given an indemnity, in the aggregate, exceed $50,00020,000;
(c) notwithstanding anything to the contrary in this Agreement, the aggregate liability of a an Indemnifying Party which is an Isracann Shareholder to any and all Indemnified Parties under this Agreement Article 12 shall be limited to 100% the amount paid to such Indemnifying Party in respect of its Isracann Shares pursuant to Section 2.1; for greater certainty, no Isracann Shareholder shall be liable, in the aggregate, to any and all Indemnified Parties for any amount in excess of the value of its pro rata share of the Consideration Shares received by such Shareholder, it being understood that for such purpose the value assigned to each Consideration Share will be the deemed price per Consideration Share determined in accordance with Section 2.2Isracann Shares;
(d) notwithstanding anything to the contrary in this Agreement, the aggregate liability of Isracann or the Issuer to any and all Indemnified Parties under this Article 12 Error! Reference source not found.shall be limited to the value of the Issuer Consideration Shares issuable under this Agreement;
(e) if any Third Party Claim is of a Shareholder who nature such that the Indemnified Party is an required by applicable law to make a payment to any person (a “Third Party”) with respect to such Third Party Claim before the completion of settlement negotiations or related legal proceedings, the Indemnified Party may make such payment and thereafter seek reimbursement from the Indemnifying Party mayfor any such payment. If any Indemnifying Party pays, at its optionor reimburses an Indemnified Party in respect of any Third Party Claim before completion of settlement negotiations or related legal proceedings, elect to satisfy and the amount of any liability of the Indemnified Party under the Third Party Claim for in respect of which it such a payment was made, as finally determined, is determined to be liable less than the amount which was paid by either (i) payment the Indemnifying Party, the Indemnified Party shall, forthwith after receipt of the difference from the Third Party, pay the amount of such Claim in cash, or (ii) by transferring difference to the Purchaser for cancellation such number Indemnifying Party;
(f) except in the circumstance contemplated by Section 12.5, and whether or not the Indemnifying Party assumes control of Consideration Shares owned by such Shareholder as is equal to the value negotiation, settlement or defence of such any Third Party Claim, the Indemnified Party shall not negotiate, settle, compromise or pay any Third Party Claim except with the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld);
(g) the Indemnified Party shall not permit any right of appeal in respect of any Third Party Claim to terminate without giving the Indemnifying Party notice and an opportunity to contest such Third Party Claim;
(h) the Indemnified Party and the Indemnifying Party shall cooperate fully with each other with respect to Third Party Claims and shall keep each other fully advised with respect thereto (including supplying copies of all relevant documentation promptly as it being understood that for such purpose the value assigned to each Consideration Share will be the deemed price per Consideration Share determined in accordance with Section 2.2. For greater certainty, if such Shareholder elects to satisfy such Claim by transferring Consideration Shares to the Purchaser for cancellation, the Purchaser shall have no recourse whatsoever to any other property, assets, rights or interests of such Shareholder for the purpose of satisfying such Claimbecomes available); and
(ei) in no event the provisions of this Article 12 shall any Indemnifying Party be liable constitute the sole remedy available to a party against another party with respect to any Indemnified Party for and all breaches of any exemplaryagreement, punitivecovenant, incidental, consequential, special representation or indirect damages, including loss of future revenue, income or profit, loss of business reputation or opportunity relating to the breach or alleged breach of warranty made by such other party in this Agreement, or diminution of value or any Claim based on any type of multiple (including, without limitation, multiple of earnings or multiple of cash flow methodologies).
Appears in 1 contract
Sources: Securities Exchange Agreement
General Indemnification Rules. The obligations of an the Indemnifying Party to indemnify an the Indemnified Party in respect of Claims shall also be subject to the following:
(a) without limiting the generality of Sections 6.18.01, 6.2 8.02 and 6.38.03, any Claim for breach of any representation, warranty or covenant shall be subject to Section 4.4 and 4.55.04;
(b) the Indemnifying Party’s obligation to indemnify the Indemnified Party shall only apply to the extent that the Claims in respect of which the Indemnifying Party has given an indemnity, in the aggregate, exceed $50,00025,000;
(c) notwithstanding anything to the contrary in this Agreement, the aggregate liability of an Indemnifying Party which is a Shareholder to any and all Indemnified Parties under this Agreement Article VIII shall be limited to 100% the amount paid to such Indemnifying Party in respect of its Purchased Shares pursuant to Section 2.02; for greater certainty, no Shareholder shall be liable, in the aggregate, to any and all Indemnified Parties for any amount in excess of the value of its pro rata share of the Consideration Shares received by such Shareholder, it being understood that for such purpose the value assigned to each Consideration Share will be the deemed price per Consideration Share determined in accordance with Section 2.2Payment Shares;
(d) notwithstanding anything to the contrary in this Agreement, the aggregate liability of Nabati or the Purchaser to any and all Indemnified Parties under this Article VIII shall be limited to the value of the Payment Shares issuable under this Agreement;
(e) if any Third Party Claim is of a Shareholder who nature such that the Indemnified Party is an required by applicable law to make a payment to any person (a “Third Party”) with respect to such Third Party Claim before the completion of settlement negotiations or related legal proceedings, the Indemnified Party may make such payment and thereafter seek reimbursement from the Indemnifying Party mayfor any such payment. If any Indemnifying Party pays, at its optionor reimburses an Indemnified Party in respect of any Third Party Claim before completion of settlement negotiations or related legal proceedings, elect to satisfy and the amount of any liability of the Indemnified Party under the Third Party Claim for in respect of which it such a payment was made, as finally determined, is determined to be liable less than the amount which was paid by either (i) payment the Indemnifying Party, the Indemnified Party shall, forthwith after receipt of the difference from the Third Party, pay the amount of such Claim in cash, or (ii) by transferring difference to the Purchaser for cancellation such number Indemnifying Party;
(f) except in the circumstance contemplated by Section 8.05, and whether or not the Indemnifying Party assumes control of Consideration Shares owned by such Shareholder as is equal to the value negotiation, settlement or defence of such any Third Party Claim, the Indemnified Party shall not negotiate, settle, compromise or pay any Third Party Claim except with the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld);
(g) the Indemnified Party shall not permit any right of appeal in respect of any Third Party Claim to terminate without giving the Indemnifying Party notice and an opportunity to contest such Third Party Claim;
(h) the Indemnified Party and the Indemnifying Party shall cooperate fully with each other with respect to Third Party Claims and shall keep each other fully advised with respect thereto (including supplying copies of all relevant documentation promptly as it being understood that for such purpose the value assigned to each Consideration Share will be the deemed price per Consideration Share determined in accordance with Section 2.2. For greater certainty, if such Shareholder elects to satisfy such Claim by transferring Consideration Shares to the Purchaser for cancellation, the Purchaser shall have no recourse whatsoever to any other property, assets, rights or interests of such Shareholder for the purpose of satisfying such Claimbecomes available); and
(ei) in no event the provisions of this Article VIII shall any Indemnifying Party be liable constitute the sole remedy available to a party against another party with respect to any Indemnified Party for and all breaches of any exemplaryagreement, punitivecovenant, incidental, consequential, special representation or indirect damages, including loss of future revenue, income or profit, loss of business reputation or opportunity relating to the breach or alleged breach of warranty made by such other party in this Agreement, or diminution of value or any Claim based on any type of multiple (including, without limitation, multiple of earnings or multiple of cash flow methodologies).
Appears in 1 contract
Sources: Share Exchange Agreement
General Indemnification Rules. The obligations of an the Indemnifying Party to indemnify an the Indemnified Party in respect of Claims shall also be subject to the following:
(a) without limiting the generality of Sections 6.18.01, 6.2 8.02 and 6.38.03, any Claim for breach of any representation, warranty or covenant shall be subject to Section 4.4 and 4.55.04;
(b) the Indemnifying Party’s obligation to indemnify the Indemnified Party shall only apply to the extent that the Claims in respect of which the Indemnifying Party has given an indemnity, in the aggregate, exceed $50,0005,000;
(c) notwithstanding anything to the contrary in this Agreement, the aggregate liability of an Indemnifying Party which is a Shareholder Securityholder to any and all Indemnified Parties under this Agreement Article VIII shall be limited to 100% the amount paid to such Indemnifying Party in respect of its Purchased Shares pursuant to Section 2.01; for greater certainty, no Securityholder shall be liable, in the aggregate, to any and all Indemnified Parties for any amount in excess of the value of its pro rata share of the Consideration Shares received by such Shareholder, it being understood that for such purpose the value assigned to each Consideration Share will be the deemed price per Consideration Share determined in accordance with Section 2.2Payment Shares;
(d) notwithstanding anything to the contrary in this Agreement, the aggregate liability of Labtronix or the Purchaser to any and all Indemnified Parties under this Article VIII shall be limited to the value of the Payment Shares issuable under this Agreement;
(e) if any Third Party Claim is of a Shareholder who nature such that the Indemnified Party is an required by applicable law to make a payment to any person (a “Third Party”) with respect to such Third Party Claim before the completion of settlement negotiations or related legal proceedings, the Indemnified Party may make such payment and thereafter seek reimbursement from the Indemnifying Party mayfor any such payment. If any Indemnifying Party pays, at its optionor reimburses an Indemnified Party in respect of any Third Party Claim before completion of settlement negotiations or related legal proceedings, elect to satisfy and the amount of any liability of the Indemnified Party under the Third Party Claim for in respect of which it such a payment was made, as finally determined, is determined to be liable less than the amount which was paid by either (i) payment the Indemnifying Party, the Indemnified Party shall, forthwith after receipt of the difference from the Third Party, pay the amount of such Claim in cash, or (ii) by transferring difference to the Purchaser for cancellation such number Indemnifying Party;
(f) except in the circumstance contemplated by Section 8.05, and whether or not the Indemnifying Party assumes control of Consideration Shares owned by such Shareholder as is equal to the value negotiation, settlement or defence of such any Third Party Claim, the Indemnified Party shall not negotiate, settle, compromise or pay any Third Party Claim except with the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld);
(g) the Indemnified Party shall not permit any right of appeal in respect of any Third Party Claim to terminate without giving the Indemnifying Party notice and an opportunity to contest such Third Party Claim;
(h) the Indemnified Party and the Indemnifying Party shall cooperate fully with each other with respect to Third Party Claims and shall keep each other fully advised with respect thereto (including supplying copies of all relevant documentation promptly as it being understood that for such purpose the value assigned to each Consideration Share will be the deemed price per Consideration Share determined in accordance with Section 2.2. For greater certainty, if such Shareholder elects to satisfy such Claim by transferring Consideration Shares to the Purchaser for cancellation, the Purchaser shall have no recourse whatsoever to any other property, assets, rights or interests of such Shareholder for the purpose of satisfying such Claimbecomes available); and
(ei) in no event the provisions of this Article VIII shall any Indemnifying Party be liable constitute the sole remedy available to a party against another party with respect to any Indemnified Party for and all breaches of any exemplaryagreement, punitivecovenant, incidental, consequential, special representation or indirect damages, including loss of future revenue, income or profit, loss of business reputation or opportunity relating to the breach or alleged breach of warranty made by such other party in this Agreement, or diminution of value or any Claim based on any type of multiple (including, without limitation, multiple of earnings or multiple of cash flow methodologies).
Appears in 1 contract
Sources: Securities Exchange Agreement
General Indemnification Rules. The obligations of an the Indemnifying Party party to indemnify an the Indemnified Party in respect of Claims shall also be subject to the following:
(a) without limiting the generality of Sections 6.19.01, 6.2 9.02 and 6.39.03, any Claim for breach of any representation, warranty or covenant shall be subject to Section 4.4 and 4.56.04;
(b) the Indemnifying Party’s obligation to indemnify the Indemnified Party shall only apply to the extent that the Claims in respect of which the Indemnifying Party has given an indemnity, in the aggregate, exceed $50,0005,000;
(c) notwithstanding anything to the contrary in this Agreement, the aggregate liability of an Indemnifying Party which is a Shareholder to any and all Indemnified Parties under this Agreement Article VIII shall be limited to 100% the amount paid to such Indemnifying Party in respect of its Purchased Shares pursuant to Section 2.01; for greater certainty, no Shareholder shall be liable, in the aggregate, to any and all Indemnified Parties for any amount in excess of the value of its pro rata share of the Consideration Shares received by such Shareholder, it being understood that for such purpose the value assigned to each Consideration Share will be the deemed price per Consideration Share determined in accordance with Section 2.2Payment Shares;
(d) notwithstanding anything to the contrary in this Agreement, the aggregate liability of Springleaf or the Purchaser to any and all Indemnified Parties under this Article IX shall be limited to the value of the Payment Shares issuable under this Agreement;
(e) if any Third Party Claim is of a Shareholder who nature such that the Indemnified Party is an required by applicable law to make a payment to any person (a “Third Party”) with respect to such Third Party Claim before the completion of settlement negotiations or related legal proceedings, the Indemnified Party may make such payment and thereafter seek reimbursement from the Indemnifying Party mayfor any such payment. If any Indemnifying Party pays, at its optionor reimburses an Indemnified Party in respect of any Third Party Claim before completion of settlement negotiations or related legal proceedings, elect to satisfy and the amount of any liability of the Indemnified Party under the Third Party Claim for in respect of which it such a payment was made, as finally determined, is determined to be liable less than the amount which was paid by either (i) payment the Indemnifying Party, the Indemnified Party shall, forthwith after receipt of the difference from the Third Party, pay the amount of such Claim in cash, or (ii) by transferring difference to the Purchaser for cancellation such number Indemnifying Party;
(f) except in the circumstance contemplated by Section 9.05, and whether or not the Indemnifying Party assumes control of Consideration Shares owned by such Shareholder as is equal to the value negotiation, settlement or defence of such any Third Party Claim, the Indemnified Party shall not negotiate, settle, compromise or pay any Third Party Claim except with the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld);
(g) the Indemnified Party shall not permit any right of appeal in respect of any Third Party Claim to terminate without giving the Indemnifying Party notice and an opportunity to contest such Third Party Claim;
(h) the Indemnified Party and the Indemnifying Party shall cooperate fully with each other with respect to Third Party Claims and shall keep each other fully advised with respect thereto (including supplying copies of all relevant documentation promptly as it being understood that for such purpose the value assigned to each Consideration Share will be the deemed price per Consideration Share determined in accordance with Section 2.2. For greater certainty, if such Shareholder elects to satisfy such Claim by transferring Consideration Shares to the Purchaser for cancellation, the Purchaser shall have no recourse whatsoever to any other property, assets, rights or interests of such Shareholder for the purpose of satisfying such Claimbecomes available); and
(ei) in no event the provisions of this Article IX shall any Indemnifying constitute the sole remedy available to a Party be liable against another Party with respect to any Indemnified and all breaches of any agreement, covenant, representation or warranty made by such other Party for any exemplary, punitive, incidental, consequential, special or indirect damages, including loss of future revenue, income or profit, loss of business reputation or opportunity relating to the breach or alleged breach of in this Agreement, or diminution of value or any Claim based on any type of multiple (including, without limitation, multiple of earnings or multiple of cash flow methodologies).
Appears in 1 contract
Sources: Share Exchange Agreement
General Indemnification Rules. The obligations of an the Indemnifying Party to indemnify an the Indemnified Party in respect of Claims shall also be subject to the following:
(a1) without limiting the generality Any Claim arising as a result of Sections 6.1, 6.2 and 6.3, any Claim for a breach of any representation, a representation or warranty or covenant shall be subject made not later than the date on which, pursuant to Section 4.4 and 4.53.4, such representation or warranty terminated;
(b2) the The Indemnifying Party’s 's obligation to indemnify the Indemnified Party shall only apply to the extent that the Claims in respect of which the Indemnifying Party has given an indemnity, in the aggregate, exceed $50,000[**]36 (and shall only apply in respect of such excess); provided, however, that in no event shall an Indemnifying Party be liable for any Claims in excess of $[**]37. Notwithstanding the foregoing, this limitation of liability shall not apply where a claim is the result of fraud or a fraudulent misrepresentation; 36 [**] – Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portion. 37 [**] – Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portion.
(3) If any Third Party Claim is of a nature such that the Indemnified Party is required by applicable Law to make a payment to a Third Party with respect to such Third Party Claim before the completion of settlement negotiations or related legal proceedings, the Indemnified Party may make such payment and the Indemnifying Party shall, forthwith after demand by the Indemnified Party, reimburse the Indemnified Party for any such payment. If the amount of any liability of the Indemnified Party under the Third Party Claim in respect of which such a payment was made, as finally determined, is less than the amount which was paid by the Indemnifying Party to the Indemnified Party, the Indemnified Party shall, forthwith after receipt of the difference from the Third Party, pay the amount of such difference to the Indemnifying Party;
(c4) notwithstanding anything Except in the circumstance contemplated by Section 7.5(5), and whether or not the Indemnifying Party assumes control of the negotiation, settlement or defence of any Third Party Claim, the Indemnified Party shall not negotiate, settle, compromise or pay any Third Party Claim except with the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld);
(5) The Indemnified Party shall not permit any right of appeal in respect of any Third Party Claim to terminate without giving the contrary Indemnifying Party notice and an opportunity to contest such Third Party Claim;
(6) The Indemnified Party and the Indemnifying Party shall cooperate fully with each other with respect to Third Party Claims and shall keep each other fully advised with respect thereto (including supplying copies of all relevant documentation promptly as it becomes available);
(7) Notwithstanding Section 7.4(2), the Indemnifying Party shall not settle any Third Party Claim or conduct any related legal or administrative proceeding in a manner which would, in the opinion of the Indemnified Party, acting reasonably, have a material adverse effect on the Indemnified Party;
(8) The provisions of this Article 7 shall constitute the sole remedy available to a Party against another Party with respect to any and all breaches of any agreement, covenant, representation or warranty made by such other Party in this Agreement, the aggregate liability ; and
(9) The amount of a Shareholder any Claim due under this Agreement shall be limited to 100% of the value of the Consideration Shares received by such Shareholder, it being understood that for such purpose the value assigned to each Consideration Share will be the deemed price per Consideration Share determined in accordance with Section 2.2;reduced by:
(da) a Shareholder who is an Indemnifying Party may, at its option, elect to satisfy any Claim for which it is determined to be liable by either (i) payment of the amount of such Claim any insurance or other reimbursement received by the Indemnified Party in cash, or (ii) by transferring relation to the Purchaser for cancellation such number of Consideration Shares owned by such Shareholder as is equal breach or other event giving rise to the value of such Claim, it being understood that for such purpose the value assigned to each Consideration Share will be the deemed price per Consideration Share determined in accordance with Section 2.2. For greater certainty, if such Shareholder elects to satisfy such Claim by transferring Consideration Shares to the Purchaser for cancellation, the Purchaser shall have no recourse whatsoever to any other property, assets, rights or interests of such Shareholder for the purpose of satisfying such Claim; and
(eb) the amount expected to be recovered under any counterclaims against third parties in no event shall any Indemnifying Party be liable to any Indemnified Party for any exemplary, punitive, incidental, consequential, special or indirect damages, including loss of future revenue, income or profit, loss of business reputation or opportunity relating relation to the breach or alleged breach of this Agreement, or diminution of value or any Claim based on any type of multiple (including, without limitation, multiple of earnings or multiple of cash flow methodologies)other event giving rise to the Claim.
Appears in 1 contract
Sources: Share Purchase Agreement (Tribute Pharmaceuticals Canada Inc.)
General Indemnification Rules. The obligations of an the Indemnifying Party to indemnify an the Indemnified Party in respect of Claims shall will also be subject to the following:
(a) without limiting the generality of Sections 6.15.01, 6.2 and 6.35.02, or 5.03 , any Claim for breach of any representation, warranty or covenant shall will be subject to Section 4.4 and 4.54.04;
(b) the Indemnifying Party’s obligation to indemnify the Indemnified Party shall will only apply to the extent that the Claims in respect of which the Indemnifying Party has given an indemnity, in the aggregate, exceed $50,00010,000;
(c) notwithstanding anything to the contrary in this Agreement, the aggregate liability of an Indemnifying Party which is a Shareholder Securityholder to any and all Indemnified Parties under this Agreement shall be limited to 100% the amount paid by such Indemnifying Party in respect of its Zeal Shares pursuant to Section 2.02; for greater certainty, no Securityholder shall be liable, in the aggregate, to any and all Indemnified Parties for any amount in excess of the value of its pro rata share of the Consideration Shares and Replacement Warrants, as applicable;
(d) notwithstanding anything to the contrary in this Agreement, the aggregate liability of Zeal or the Purchaser to any and all Indemnified Parties under this Agreement will be limited to the value of the Consideration Shares received by such Shareholder, it being understood that for such purpose the value assigned to each Consideration Share will be the deemed price per Consideration Share determined in accordance with Section 2.2issuable under this Agreement;
(de) if any Third Party Claim is of a Shareholder who nature such that the Indemnified Party is an required by Applicable Laws to make a payment to any person (a “Third Party”) with respect to such Third Party Claim before the completion of settlement negotiations or related legal proceedings, the Indemnified Party may make such payment and thereafter seek reimbursement from the Indemnifying Party mayfor any such payment. If any Indemnifying Party pays, at its optionor reimburses an Indemnified Party in respect of any Third Party Claim before completion of settlement negotiations or related legal proceedings, elect to satisfy and the amount of any liability of the Indemnified Party under the Third Party Claim for in respect of which it such a payment was made, as finally determined, is determined to be liable less than the amount which was paid by either (i) payment the Indemnifying Party, the Indemnified Party will, forthwith after receipt of the difference from the Third Party, pay the amount of such Claim in cash, or (ii) by transferring difference to the Purchaser for cancellation such number Indemnifying Party;
(f) except in the circumstance contemplated by Section 5.05, and whether or not the Indemnifying Party assumes control of Consideration Shares owned by such Shareholder as is equal to the value negotiation, settlement or defence of such any Third Party Claim, the Indemnified Party will not negotiate, settle, compromise or pay any Third Party Claim except with the prior written consent of the Indemnifying Party (which consent will not be unreasonably withheld);
(g) the Indemnified Party will not permit any right of appeal in respect of any Third Party Claim to terminate without giving the Indemnifying Party notice and an opportunity to contest such Third Party Claim;
(h) the Indemnified Party and the Indemnifying Party will cooperate fully with each other with respect to Third Party Claims and will keep each other fully advised with respect thereto (including supplying copies of all relevant documentation promptly as it being understood that for such purpose the value assigned to each Consideration Share will be the deemed price per Consideration Share determined in accordance with Section 2.2. For greater certainty, if such Shareholder elects to satisfy such Claim by transferring Consideration Shares to the Purchaser for cancellation, the Purchaser shall have no recourse whatsoever to any other property, assets, rights or interests of such Shareholder for the purpose of satisfying such Claimbecomes available); and
(ei) in no event shall any Indemnifying Party be liable the provisions of this Article V will constitute the sole remedy available to a party against another party with respect to any Indemnified Party for and all breaches of any exemplaryagreement, punitivecovenant, incidental, consequential, special representation or indirect damages, including loss of future revenue, income or profit, loss of business reputation or opportunity relating to the breach or alleged breach of warranty made by such other party in this Agreement, or diminution of value or any Claim based on any type of multiple (including, without limitation, multiple of earnings or multiple of cash flow methodologies).
Appears in 1 contract
Sources: Share Purchase Agreement
General Indemnification Rules. The obligations of an the Indemnifying Party to indemnify an the Indemnified Party in respect of Claims shall also be subject to the following:
(a1) without limiting the generality of Sections 6.1, 6.2 8.01 and 6.38.02, any Claim for breach of any representation, warranty or covenant shall be subject to Section 4.4 and 4.55.04;
(b2) the Indemnifying Party’s obligation to indemnify the Indemnified Party shall only apply to the extent that the Claims in respect of which the Indemnifying Party has given an indemnity, in the aggregate, exceed $50,00025,000;
(c3) notwithstanding anything to the contrary in this Agreement, the aggregate liability of a Shareholder DocSun or BioRegenx to any and all Indemnified Parties under this Agreement Article VIII shall be limited to 100% of the value of the Consideration Closing BioRegenx Common Shares received by such Shareholder, it being understood that for such purpose the value assigned to each Consideration Share will be the deemed price per Consideration Share determined in accordance with Section 2.2issuable under this Agreement;
(d4) if any Third Party Claim is of a Shareholder who nature such that the Indemnified Party is an required by Applicable Laws to make a payment to any Person (a “Third Party”) with respect to such Third Party Claim before the completion of settlement negotiations or related legal proceedings, the Indemnified Party may make such payment and thereafter seek reimbursement from the Indemnifying Party mayfor any such payment. If any Indemnifying Party pays, at its optionor reimburses an Indemnified Party in respect of any Third Party Claim before completion of settlement negotiations or related legal proceedings, elect to satisfy and the amount of any liability of the Indemnified Party under the Third Party Claim for in respect of which it such a payment was made, as finally determined, is determined to be liable less than the amount which was paid by either (i) payment the Indemnifying Party, the Indemnified Party shall, forthwith after receipt of the difference from the Third Party, pay the amount of such Claim in cash, or (ii) by transferring difference to the Purchaser for cancellation such number Indemnifying Party;
(5) except in the circumstance contemplated by Section 8.04, and whether or not the Indemnifying Party assumes control of Consideration Shares owned by such Shareholder as is equal to the value negotiation, settlement or defence of such any Third Party Claim, the Indemnified Party shall not negotiate, settle, compromise or pay any Third Party Claim except with the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld);
(6) the Indemnified Party shall not permit any right of appeal in respect of any Third Party Claim to terminate without giving the Indemnifying Party notice and an opportunity to contest such Third Party Claim;
(7) the Indemnified Party and the Indemnifying Party shall cooperate fully with each other with respect to Third Party Claims and shall keep each other fully advised with respect thereto (including supplying copies of all relevant documentation promptly as it being understood that for such purpose the value assigned to each Consideration Share will be the deemed price per Consideration Share determined in accordance with Section 2.2. For greater certainty, if such Shareholder elects to satisfy such Claim by transferring Consideration Shares to the Purchaser for cancellation, the Purchaser shall have no recourse whatsoever to any other property, assets, rights or interests of such Shareholder for the purpose of satisfying such Claimbecomes available); and
(e) in no event 8) the provisions of this 0 shall any Indemnifying Party be liable constitute the sole remedy available to a party against another party with respect to any Indemnified Party for and all breaches of any exemplaryagreement, punitivecovenant, incidental, consequential, special representation or indirect damages, including loss of future revenue, income or profit, loss of business reputation or opportunity relating to the breach or alleged breach of warranty made by such other party in this Agreement, or diminution of value or any Claim based on any type of multiple (including, without limitation, multiple of earnings or multiple of cash flow methodologies).
Appears in 1 contract
General Indemnification Rules. The obligations of an the Indemnifying Party to indemnify an the Indemnified Party in respect of Claims shall also be subject to the following:
(a1) without limiting the generality Any Claim arising as a result of Sections 6.1, 6.2 and 6.3, any Claim for a breach of any representation, a representation or warranty or covenant shall be subject made not later than the date on which, pursuant to Section 4.4 Sections 9.3 and 4.59.4, such representation and warranty terminated;
(b2) the The Indemnifying Party’s obligation to indemnify the Indemnified Party shall only apply to the extent that the Losses related to the Claims in respect of which the Indemnifying Party has given an indemnity, in the aggregate, exceed $50,000100,000, and shall only apply in respect of such excess up to a maximum amount equal to $10,000,000;
(c3) notwithstanding anything In the event that any Third Party Claim is of a nature such that the Indemnified Party is required by applicable law to make a payment to any person (a “Third Party”) with respect to such Third Party Claim before the completion of settlement negotiations or related legal proceedings, the Indemnified Party may make such payment and the Indemnifying Party shall, forthwith after demand by the Indemnified Party, reimburse the Indemnified Party for any such payment. If the amount of any liability of the Indemnified Party under the Third Party Claim in respect of which such a payment was made, as finally determined, is less than the amount which was paid by the Indemnifying Party to the contrary in this AgreementIndemnified Party, the aggregate liability of a Shareholder under this Agreement shall be limited to 100% Indemnified Party shall, forthwith after receipt of the value of difference from the Consideration Shares received by such ShareholderThird Party, it being understood that for such purpose the value assigned to each Consideration Share will be the deemed price per Consideration Share determined in accordance with Section 2.2;
(d) a Shareholder who is an Indemnifying Party may, at its option, elect to satisfy any Claim for which it is determined to be liable by either (i) payment of pay the amount of such Claim in cash, or (ii) by transferring difference to the Indemnifying Party;
(4) whether or not the Indemnifying Party assumes control of the negotiation, settlement or defence of any Third Party Claim, the Indemnified Party shall not negotiate, settle, compromise or pay any Third Party Claim except with the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld);
(5) The Indemnified Party shall not permit any right of appeal in respect of any Third Party Claim to terminate without giving the Indemnifying Party notice thereof and an opportunity to contest such Third Party Claim;
(6) The Indemnified Party and the Indemnifying Party shall cooperate fully with each other with respect to Third Party Claims and shall keep each other fully advised with respect thereto (including supplying copies of all relevant documentation promptly as it becomes available);
(7) The Indemnifying Party shall not settle any Third Party Claim or conduct any related legal or administrative proceeding in a manner which would, in the opinion of the Indemnified Party, acting reasonably, have a material adverse impact on the Indemnified Party;
(8) Each of the Seller and Purchaser for cancellation such number of Consideration Shares owned by such Shareholder as is equal agrees that any payment made under this Article 8 to the value of such Claimother shall be, it being understood that for such purpose the value assigned to each Consideration Share and will be the deemed price per Consideration Share determined in accordance with Section 2.2. For greater certaintytreated by them on their Tax Returns, if such Shareholder elects to satisfy such Claim by transferring Consideration Shares as an adjustment to the Purchaser for cancellation, the Purchaser shall have no recourse whatsoever to any other property, assets, rights or interests of such Shareholder for the purpose of satisfying such Claim; and
(e) in no event shall any Indemnifying Party be liable to any Indemnified Party for any exemplary, punitive, incidental, consequential, special or indirect damages, including loss of future revenue, income or profit, loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement, or diminution of value or any Claim based on any type of multiple (including, without limitation, multiple of earnings or multiple of cash flow methodologies)Purchase Price.
Appears in 1 contract
General Indemnification Rules. The obligations of an the Indemnifying Party to indemnify an the Indemnified Party in respect of Claims shall also be subject to the following:
(a) without limiting the generality of Sections 6.18.01, 6.2 8.02 and 6.38.03, any Claim for breach of any representation, warranty or covenant shall be subject to Section 4.4 and 4.55.04;
(b) the Indemnifying Party’s obligation to indemnify the Indemnified Party shall only apply to the extent that the Claims in respect of which the Indemnifying Party has given an indemnity, in the aggregate, exceed $50,0005,000;
(c) notwithstanding anything to the contrary in this Agreement, the aggregate liability of an Indemnifying Party which is a Shareholder to any and all Indemnified Parties under this Agreement Article VIII shall be limited to 100% the amount paid to such Indemnifying Party in respect of its Purchased Shares pursuant to Section 2.01; for greater certainty, no Shareholder shall be liable, in the aggregate, to any and all Indemnified Parties for any amount in excess of the value of its pro rata share of the Consideration Shares received by such Shareholder, it being understood that for such purpose the value assigned to each Consideration Share will be the deemed price per Consideration Share determined in accordance with Section 2.2Payment Shares;
(d) notwithstanding anything to the contrary in this Agreement, the aggregate liability of PlantX or the Purchaser to any and all Indemnified Parties under this Article VIII shall be limited to the value of the Payment Shares issuable under this Agreement;
(e) if any Third Party Claim is of a Shareholder who nature such that the Indemnified Party is an required by applicable law to make a payment to any person (a “Third Party”) with respect to such Third Party Claim before the completion of settlement negotiations or related legal proceedings, the Indemnified Party may make such payment and thereafter seek reimbursement from the Indemnifying Party mayfor any such payment. If any Indemnifying Party pays, at its optionor reimburses an Indemnified Party in respect of any Third Party Claim before completion of settlement negotiations or related legal proceedings, elect to satisfy and the amount of any liability of the Indemnified Party under the Third Party Claim for in respect of which it such a payment was made, as finally determined, is determined to be liable less than the amount which was paid by either (i) payment the Indemnifying Party, the Indemnified Party shall, forthwith after receipt of the difference from the Third Party, pay the amount of such Claim in cash, or (ii) by transferring difference to the Purchaser for cancellation such number Indemnifying Party;
(f) except in the circumstance contemplated by Section 8.05, and whether or not the Indemnifying Party assumes control of Consideration Shares owned by such Shareholder as is equal to the value negotiation, settlement or defence of such any Third Party Claim, the Indemnified Party shall not negotiate, settle, compromise or pay any Third Party Claim except with the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld);
(g) the Indemnified Party shall not permit any right of appeal in respect of any Third Party Claim to terminate without giving the Indemnifying Party notice and an opportunity to contest such Third Party Claim;
(h) the Indemnified Party and the Indemnifying Party shall cooperate fully with each other with respect to Third Party Claims and shall keep each other fully advised with respect thereto (including supplying copies of all relevant documentation promptly as it being understood that for such purpose the value assigned to each Consideration Share will be the deemed price per Consideration Share determined in accordance with Section 2.2. For greater certainty, if such Shareholder elects to satisfy such Claim by transferring Consideration Shares to the Purchaser for cancellation, the Purchaser shall have no recourse whatsoever to any other property, assets, rights or interests of such Shareholder for the purpose of satisfying such Claimbecomes available); and
(ei) in no event the provisions of this Article VIII shall any Indemnifying Party be liable constitute the sole remedy available to a party against another party with respect to any Indemnified Party for and all breaches of any exemplaryagreement, punitivecovenant, incidental, consequential, special representation or indirect damages, including loss of future revenue, income or profit, loss of business reputation or opportunity relating to the breach or alleged breach of warranty made by such other party in this Agreement, or diminution of value or any Claim based on any type of multiple (including, without limitation, multiple of earnings or multiple of cash flow methodologies).
Appears in 1 contract
Sources: Share Exchange Agreement
General Indemnification Rules. The obligations of an the Indemnifying Party to indemnify an the Indemnified Party in respect of Claims shall also be subject to the following:
(a) without limiting the generality of Sections 6.18.01, 6.2 8.02 and 6.38.03, any Claim for breach of any representation, warranty or covenant shall be subject to Section 4.4 and 4.55.04;
(b) the Indemnifying Party’s obligation to indemnify the Indemnified Party shall only apply to the extent that the Claims in respect of which the Indemnifying Party has given an indemnity, in the aggregate, exceed $50,00020,000;
(c) notwithstanding anything to the contrary in this Agreement, the aggregate liability of an Indemnifying Party which is a Shareholder to any and all Indemnified Parties under this Agreement Article VIII shall be limited to 100% the amount paid to such Indemnifying Party in respect of its Purchased Shares pursuant to Section 2.01 for greater certainty, no Shareholder shall be liable, in the aggregate, to any and all Indemnified Parties for any amount in excess of the value of its pro rata share of the Consideration Shares received by such Shareholder, it being understood that for such purpose the value assigned to each Consideration Share will be the deemed price per Consideration Share determined in accordance with Section 2.2Payment Shares;
(d) notwithstanding anything to the contrary in this Agreement, the aggregate liability of MindLeap or the Purchaser to any and all Indemnified Parties under this Article VIII shall be limited to the value of the Payment Shares issuable under this Agreement;
(e) if any Third Party Claim is of a Shareholder who nature such that the Indemnified Party is an required by applicable law to make a payment to any person (a “Third Party”) with respect to such Third Party Claim before the completion of settlement negotiations or related legal proceedings, the Indemnified Party may make such payment and thereafter seek reimbursement from the Indemnifying Party mayfor any such payment. If any Indemnifying Party pays, at its optionor reimburses an Indemnified Party in respect of any Third Party Claim before completion of settlement negotiations or related legal proceedings, elect to satisfy and the amount of any liability of the Indemnified Party under the Third Party Claim for in respect of which it such a payment was made, as finally determined, is determined to be liable less than the amount which was paid by either (i) payment the Indemnifying Party, the Indemnified Party shall, forthwith after receipt of the difference from the Third Party, pay the amount of such Claim in cash, or (ii) by transferring difference to the Purchaser for cancellation such number Indemnifying Party;
(f) except in the circumstance contemplated by Section 8.05, and whether or not the Indemnifying Party assumes control of Consideration Shares owned by such Shareholder as is equal to the value negotiation, settlement or defence of such any Third Party Claim, the Indemnified Party shall not negotiate, settle, compromise or pay any Third Party Claim except with the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld);
(g) the Indemnified Party shall not permit any right of appeal in respect of any Third Party Claim to terminate without giving the Indemnifying Party notice and an opportunity to contest such Third Party Claim;
(h) the Indemnified Party and the Indemnifying Party shall cooperate fully with each other with respect to Third Party Claims and shall keep each other fully advised with respect thereto (including supplying copies of all relevant documentation promptly as it being understood that for such purpose the value assigned to each Consideration Share will be the deemed price per Consideration Share determined in accordance with Section 2.2. For greater certainty, if such Shareholder elects to satisfy such Claim by transferring Consideration Shares to the Purchaser for cancellation, the Purchaser shall have no recourse whatsoever to any other property, assets, rights or interests of such Shareholder for the purpose of satisfying such Claimbecomes available); and
(ei) in no event the provisions of this Article VIII shall any Indemnifying Party be liable constitute the sole remedy available to a party against another party with respect to any Indemnified Party for and all breaches of any exemplaryagreement, punitivecovenant, incidental, consequential, special representation or indirect damages, including loss of future revenue, income or profit, loss of business reputation or opportunity relating to the breach or alleged breach of warranty made by such other party in this Agreement, or diminution of value or any Claim based on any type of multiple (including, without limitation, multiple of earnings or multiple of cash flow methodologies).
Appears in 1 contract
Sources: Share Exchange Agreement
General Indemnification Rules. The obligations of an the Indemnifying Party to indemnify an the Indemnified Party in respect of Claims shall also be subject to the following:
(a) without limiting the generality of Sections 6.18.01, 6.2 8.02 and 6.38.03, any Claim for breach of any representation, warranty or covenant shall be subject to Section 4.4 and 4.55.04;
(b) the Indemnifying Party’s obligation to indemnify the Indemnified Party shall only apply to the extent that the Claims in respect of which the Indemnifying Party has given an indemnity, in the aggregate, exceed $50,00020,000;
(c) notwithstanding anything to the contrary in this Agreement, the aggregate liability of an Indemnifying Party which is a Shareholder to any and all Indemnified Parties under this Agreement Article VIII shall be limited to 100% the amount paid to such Indemnifying Party in respect of its Purchased Shares pursuant to Section 2.01 for greater certainty, no Shareholder shall be liable, in the aggregate, to any and all Indemnified Parties for any amount in excess of the value of its pro rata share of the Consideration Shares received by such Shareholder, it being understood that for such purpose the value assigned to each Consideration Share will be the deemed price per Consideration Share determined in accordance with Section 2.2Payment Shares;
(d) notwithstanding anything to the contrary in this Agreement, the aggregate liability of Mydecine or the Purchaser to any and all Indemnified Parties under this Article VIII shall be limited to the value of the Payment Shares issuable under this Agreement;
(e) if any Third Party Claim is of a Shareholder who nature such that the Indemnified Party is an required by applicable law to make a payment to any person (a “Third Party”) with respect to such Third Party Claim before the completion of settlement negotiations or related legal proceedings, the Indemnified Party may make such payment and thereafter seek reimbursement from the Indemnifying Party mayfor any such payment. If any Indemnifying Party pays, at its optionor reimburses an Indemnified Party in respect of any Third Party Claim before completion of settlement negotiations or related legal proceedings, elect to satisfy and the amount of any liability of the Indemnified Party under the Third Party Claim for in respect of which it such a payment was made, as finally determined, is determined to be liable less than the amount which was paid by either (i) payment the Indemnifying Party, the Indemnified Party shall, forthwith after receipt of the difference from the Third Party, pay the amount of such Claim in cash, or (ii) by transferring difference to the Purchaser for cancellation such number Indemnifying Party;
(f) except in the circumstance contemplated by Section 8.05, and whether or not the Indemnifying Party assumes control of Consideration Shares owned by such Shareholder as is equal to the value negotiation, settlement or defence of such any Third Party Claim, the Indemnified Party shall not negotiate, settle, compromise or pay any Third Party Claim except with the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld);
(g) the Indemnified Party shall not permit any right of appeal in respect of any Third Party Claim to terminate without giving the Indemnifying Party notice and an opportunity to contest such Third Party Claim;
(h) the Indemnified Party and the Indemnifying Party shall cooperate fully with each other with respect to Third Party Claims and shall keep each other fully advised with respect thereto (including supplying copies of all relevant documentation promptly as it being understood that for such purpose the value assigned to each Consideration Share will be the deemed price per Consideration Share determined in accordance with Section 2.2. For greater certainty, if such Shareholder elects to satisfy such Claim by transferring Consideration Shares to the Purchaser for cancellation, the Purchaser shall have no recourse whatsoever to any other property, assets, rights or interests of such Shareholder for the purpose of satisfying such Claimbecomes available); and
(ei) in no event the provisions of this Article VIII shall any Indemnifying Party be liable constitute the sole remedy available to a party against another party with respect to any Indemnified Party for and all breaches of any exemplaryagreement, punitivecovenant, incidental, consequential, special representation or indirect damages, including loss of future revenue, income or profit, loss of business reputation or opportunity relating to the breach or alleged breach of warranty made by such other party in this Agreement, or diminution of value or any Claim based on any type of multiple (including, without limitation, multiple of earnings or multiple of cash flow methodologies).
Appears in 1 contract
Sources: Share Exchange Agreement
General Indemnification Rules. The obligations of an the Indemnifying Party to indemnify an the Indemnified Party in respect of Claims shall also be subject to the following:
(a) without limiting the generality of Sections 6.17.01, 6.2 7.02 and 6.37.03, any Claim for breach of any representation, warranty or covenant shall be subject to Section 4.4 and 4.56.04;
(b) the Indemnifying Party’s obligation to indemnify the Indemnified Party shall only apply to the extent that the Claims in respect of which the Indemnifying Party has given an indemnity, in the aggregate, exceed $50,00025,000;
(c) notwithstanding anything to the contrary in this Agreement, the aggregate liability of an Indemnifying Party which is a Shareholder to any and all Indemnified Parties under this Agreement Article 7 shall be limited to 100% the amount paid to such Indemnifying Party in respect of its Purchased Shares pursuant to Section 2.01; for greater certainty, no Shareholder shall be liable, in the aggregate, to any and all Indemnified Parties for any amount in excess of the value of its pro rata share of the Consideration Shares received by such Shareholder, it being understood that for such purpose the value assigned to each Consideration Share will be the deemed price per Consideration Share determined in accordance with Section 2.2Payment Shares;
(d) notwithstanding anything to the contrary in this Agreement, the aggregate liability of Boba or the Purchaser to any and all Indemnified Parties under this Article 7 shall be limited to the value of the Payment Shares issuable under this Agreement;
(e) if any Third Party Claim is of a Shareholder who nature such that the Indemnified Party is an required by applicable law to make a payment to any person (a “Third Party”) with respect to such Third Party Claim before the completion of settlement negotiations or related legal proceedings, the Indemnified Party may make such payment and thereafter seek reimbursement from the Indemnifying Party mayfor any such payment. If any Indemnifying Party pays, at its optionor reimburses an Indemnified Party in respect of any Third Party Claim before completion of settlement negotiations or related legal proceedings, elect to satisfy and the amount of any liability of the Indemnified Party under the Third Party Claim for in respect of which it such a payment was made, as finally determined, is determined to be liable less than the amount which was paid by either (i) payment the Indemnifying Party, the Indemnified Party shall, forthwith after receipt of the difference from the Third Party, pay the amount of such Claim in cash, or (ii) by transferring difference to the Purchaser for cancellation such number Indemnifying Party;
(f) except in the circumstance contemplated by Section 7.05, and whether or not the Indemnifying Party assumes control of Consideration Shares owned by such Shareholder as is equal to the value negotiation, settlement or defence of such any Third Party Claim, the Indemnified Party shall not negotiate, settle, compromise or pay any Third Party Claim except with the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld);
(g) the Indemnified Party shall not permit any right of appeal in respect of any Third Party Claim to terminate without giving the Indemnifying Party notice and an opportunity to contest such Third Party Claim;
(h) the Indemnified Party and the Indemnifying Party shall cooperate fully with each other with respect to Third Party Claims and shall keep each other fully advised with respect thereto (including supplying copies of all relevant documentation promptly as it being understood that for such purpose the value assigned to each Consideration Share will be the deemed price per Consideration Share determined in accordance with Section 2.2. For greater certainty, if such Shareholder elects to satisfy such Claim by transferring Consideration Shares to the Purchaser for cancellation, the Purchaser shall have no recourse whatsoever to any other property, assets, rights or interests of such Shareholder for the purpose of satisfying such Claimbecomes available); and
(ei) in no event the provisions of this Article 7 shall any Indemnifying Party be liable constitute the sole remedy available to a party against another party with respect to any Indemnified Party for and all breaches of any exemplaryagreement, punitivecovenant, incidental, consequential, special representation or indirect damages, including loss of future revenue, income or profit, loss of business reputation or opportunity relating to the breach or alleged breach of warranty made by such other party in this Agreement, or diminution of value or any Claim based on any type of multiple (including, without limitation, multiple of earnings or multiple of cash flow methodologies).
Appears in 1 contract
Sources: Share Exchange Agreement
General Indemnification Rules. The obligations of an the Indemnifying Party to indemnify an the Indemnified Party in respect of Claims shall also be subject to the following:
(a1) without limiting the generality Any Claim arising as a result of Sections 6.1, 6.2 and 6.3, any Claim for a breach of any representation, a representation or warranty or covenant shall be subject made not later than the date on which, pursuant to Section 4.4 and 4.53.4, such representation or warranty terminated;
(b2) the The Indemnifying Party’s 's obligation to indemnify the Indemnified Party shall only apply to the extent that the Claims in respect of which the Indemnifying Party has given an indemnity, in the aggregate, exceed $50,000[**]35 (and shall only apply in respect of such excess); provided, however, that in no event shall an Indemnifying Party be liable for any Claims in excess of $[**]36. Notwithstanding the foregoing, this limitation of liability shall not apply where a claim is the result of fraud or a fraudulent misrepresentation; 35 [**] – Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portion. 36 [**] – Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portion.
(3) If any Third Party Claim is of a nature such that the Indemnified Party is required by applicable Law to make a payment to a Third Party with respect to such Third Party Claim before the completion of settlement negotiations or related legal proceedings, the Indemnified Party may make such payment and the Indemnifying Party shall, forthwith after demand by the Indemnified Party, reimburse the Indemnified Party for any such payment. If the amount of any liability of the Indemnified Party under the Third Party Claim in respect of which such a payment was made, as finally determined, is less than the amount which was paid by the Indemnifying Party to the Indemnified Party, the Indemnified Party shall, forthwith after receipt of the difference from the Third Party, pay the amount of such difference to the Indemnifying Party;
(c4) notwithstanding anything Except in the circumstance contemplated by Section 7.5(5), and whether or not the Indemnifying Party assumes control of the negotiation, settlement or defence of any Third Party Claim, the Indemnified Party shall not negotiate, settle, compromise or pay any Third Party Claim except with the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld);
(5) The Indemnified Party shall not permit any right of appeal in respect of any Third Party Claim to terminate without giving the contrary Indemnifying Party notice and an opportunity to contest such Third Party Claim;
(6) The Indemnified Party and the Indemnifying Party shall cooperate fully with each other with respect to Third Party Claims and shall keep each other fully advised with respect thereto (including supplying copies of all relevant documentation promptly as it becomes available);
(7) Notwithstanding Section 7.4(2), the Indemnifying Party shall not settle any Third Party Claim or conduct any related legal or administrative proceeding in a manner which would, in the opinion of the Indemnified Party, acting reasonably, have a material adverse effect on the Indemnified Party;
(8) The provisions of this Article 7 shall constitute the sole remedy available to a Party against another Party with respect to any and all breaches of any agreement, covenant, representation or warranty made by such other Party in this Agreement, the aggregate liability ; and
(9) The amount of a Shareholder any Claim due under this Agreement shall be limited to 100% of the value of the Consideration Shares received by such Shareholder, it being understood that for such purpose the value assigned to each Consideration Share will be the deemed price per Consideration Share determined in accordance with Section 2.2;reduced by:
(da) a Shareholder who is an Indemnifying Party may, at its option, elect to satisfy any Claim for which it is determined to be liable by either (i) payment of the amount of such Claim any insurance or other reimbursement received by the Indemnified Party in cash, or (ii) by transferring relation to the Purchaser for cancellation such number of Consideration Shares owned by such Shareholder as is equal breach or other event giving rise to the value of such Claim, it being understood that for such purpose the value assigned to each Consideration Share will be the deemed price per Consideration Share determined in accordance with Section 2.2. For greater certainty, if such Shareholder elects to satisfy such Claim by transferring Consideration Shares to the Purchaser for cancellation, the Purchaser shall have no recourse whatsoever to any other property, assets, rights or interests of such Shareholder for the purpose of satisfying such Claim; and
(eb) the amount expected to be recovered under any counterclaims against third parties in no event shall any Indemnifying Party be liable to any Indemnified Party for any exemplary, punitive, incidental, consequential, special or indirect damages, including loss of future revenue, income or profit, loss of business reputation or opportunity relating relation to the breach or alleged breach of this Agreement, or diminution of value or any Claim based on any type of multiple (including, without limitation, multiple of earnings or multiple of cash flow methodologies)other event giving rise to the Claim.
Appears in 1 contract
Sources: Share Purchase Agreement (Tribute Pharmaceuticals Canada Inc.)
General Indemnification Rules. The obligations of an the Indemnifying Party party to indemnify an the Indemnified Party in respect of Claims shall also be subject to the following:
(a) without limiting the generality of Sections 6.19.01, 6.2 9.02 and 6.39.03, any Claim for breach of any representation, warranty or covenant shall be subject to Section 4.4 and 4.56.04;
(b) the Indemnifying Party’s obligation to indemnify the Indemnified Party shall only apply to the extent that the Claims in respect of which the Indemnifying Party has given an indemnity, in the aggregate, exceed $50,0005,000;
(c) notwithstanding anything to the contrary in this Agreement, the aggregate liability of an Indemnifying Party which is a Shareholder to any and all Indemnified Parties under this Agreement Article VIII shall be limited to 100% the amount paid to such Indemnifying Party in respect of its Purchased Shares pursuant to Section 2.01; for greater certainty, no Shareholder shall be liable, in the aggregate, to any and all Indemnified Parties for any amount in excess of the value of its pro rata share of the Consideration Shares received by such Shareholder, it being understood that for such purpose the value assigned to each Consideration Share will be the deemed price per Consideration Share determined in accordance with Section 2.2Payment Shares;
(d) notwithstanding anything to the contrary in this Agreement, the aggregate liability of AMPD or the Purchaser to any and all Indemnified Parties under this Article IX shall be limited to the value of the Payment Shares issuable under this Agreement;
(e) if any Third Party Claim is of a Shareholder who nature such that the Indemnified Party is an required by applicable law to make a payment to any person (a “Third Party”) with respect to such Third Party Claim before the completion of settlement negotiations or related legal proceedings, the Indemnified Party may make such payment and thereafter seek reimbursement from the Indemnifying Party mayfor any such payment. If any Indemnifying Party pays, at its optionor reimburses an Indemnified Party in respect of any Third Party Claim before completion of settlement negotiations or related legal proceedings, elect to satisfy and the amount of any liability of the Indemnified Party under the Third Party Claim for in respect of which it such a payment was made, as finally determined, is determined to be liable less than the amount which was paid by either (i) payment the Indemnifying Party, the Indemnified Party shall, forthwith after receipt of the difference from the Third Party, pay the amount of such Claim in cash, or (ii) by transferring difference to the Purchaser for cancellation such number Indemnifying Party;
(f) except in the circumstance contemplated by Section 9.05, and whether or not the Indemnifying Party assumes control of Consideration Shares owned by such Shareholder as is equal to the value negotiation, settlement or defence of such any Third Party Claim, the Indemnified Party shall not negotiate, settle, compromise or pay any Third Party Claim except with the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld);
(g) the Indemnified Party shall not permit any right of appeal in respect of any Third Party Claim to terminate without giving the Indemnifying Party notice and an opportunity to contest such Third Party Claim;
(h) the Indemnified Party and the Indemnifying Party shall cooperate fully with each other with respect to Third Party Claims and shall keep each other fully advised with respect thereto (including supplying copies of all relevant documentation promptly as it being understood that for such purpose the value assigned to each Consideration Share will be the deemed price per Consideration Share determined in accordance with Section 2.2. For greater certainty, if such Shareholder elects to satisfy such Claim by transferring Consideration Shares to the Purchaser for cancellation, the Purchaser shall have no recourse whatsoever to any other property, assets, rights or interests of such Shareholder for the purpose of satisfying such Claimbecomes available); and
(ei) in no event the provisions of this Article IX shall any Indemnifying constitute the sole remedy available to a Party be liable against another Party with respect to any Indemnified and all breaches of any agreement, covenant, representation or warranty made by such other Party for any exemplary, punitive, incidental, consequential, special or indirect damages, including loss of future revenue, income or profit, loss of business reputation or opportunity relating to the breach or alleged breach of in this Agreement, or diminution of value or any Claim based on any type of multiple (including, without limitation, multiple of earnings or multiple of cash flow methodologies).
Appears in 1 contract
Sources: Share Exchange Agreement
General Indemnification Rules. The obligations of an the Indemnifying Party to indemnify an the Indemnified Party in respect of Claims shall also be subject to the following:
(a) without limiting the generality Any Indemnification Claim arising as a result of Sections 6.1, 6.2 and 6.3, any Claim for a misrepresentation or incorrectness in or breach of any representation, representation or warranty or covenant shall be subject made not later than the date on which, pursuant to Section 4.4 9.1, such representation and 4.5;warranty terminated.
(b) If any Third Party Claim is of a nature such that the Indemnified Party is required by applicable law to make a payment to any Person (a “Third Party”) with respect to such Third Party Claim before the completion of settlement negotiations or related legal proceedings, the Indemnified Party may make such payment and the Indemnifying Party shall, forthwith after demand by the Indemnified Party, reimburse the Indemnified Party for any such payment. If the amount of any liability of the Indemnified Party under the Third Party Claim in respect of which such a payment was made, as finally determined, is less than the amount which was paid by the Indemnifying Party to the Indemnified Party, the Indemnified Party shall, forthwith after receipt of the difference from the Third Party, pay the amount of such difference to the Indemnifying Party’s obligation to indemnify .
(c) Except in the circumstance contemplated by Section 9.8(d), and whether or not the Indemnifying Party assumes control of the negotiation, settlement or defence of any Third Party Claim, the Indemnified Party shall only apply to not negotiate, settle, compromise or pay any Third Party Claim, except with the extent that the Claims in respect prior written consent of which the Indemnifying Party has given an indemnity, in the aggregate, exceed $50,000;
(c) notwithstanding anything to the contrary in this Agreement, the aggregate liability of a Shareholder under this Agreement which consent shall not be limited to 100% of the value of the Consideration Shares received by such Shareholder, it being understood that for such purpose the value assigned to each Consideration Share will be the deemed price per Consideration Share determined in accordance with Section 2.2;unreasonably withheld).
(d) a Shareholder who is an Indemnifying Party may, at its option, elect to satisfy Each Seller’s Liability in respect of any Claim for which it is determined shall be several and not joint and, subject to be liable by either (i) payment Section 9.9(d), the aggregate Liability of the amount of such Claim in cash, or (ii) by transferring each Seller to the Purchaser for cancellation such number of Consideration Shares owned by such Shareholder as is Indemnified Parties shall not exceed an amount equal to the value portion of such Claim, it being understood that for such purpose the value assigned to each Consideration Share will be the deemed price per Consideration Share determined in accordance with Section 2.2. For greater certainty, if such Shareholder elects to satisfy such Claim Purchase Price paid or payable by transferring Consideration Shares to the Purchaser for cancellation, to such Seller plus any portion of the Earnout Amount which is paid or becomes payable by the Purchaser shall have no recourse whatsoever to any other property, assets, rights or interests of such Shareholder for the purpose of satisfying such Claim; andSeller.
(e) The Indemnified Party shall not permit any right of appeal in no event shall respect of any Third Party Claim to terminate without giving the Indemnifying Party be liable notice and an opportunity to any contest such Third Party Claim.
(f) The Indemnified Party for any exemplary, punitive, incidental, consequential, special or indirect damages, and the Indemnifying Party shall cooperate fully with each other with respect to Third Party Claims and shall keep each other fully advised with respect thereto (including loss supplying copies of future revenue, income or profit, loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement, or diminution of value or any Claim based on any type of multiple (including, without limitation, multiple of earnings or multiple of cash flow methodologiesall relevant documentation promptly as it becomes available).
(g) The Indemnifying Party shall not settle any Third Party Claim or conduct any related legal or administrative proceeding in a manner which would, in the opinion of the Indemnified Party, acting reasonably, have a material adverse impact on the Indemnified Party or the Company.
Appears in 1 contract
General Indemnification Rules. The obligations of an the Indemnifying Party to indemnify an the Indemnified Party in respect of Claims shall also be subject to the following:
(a1) without limiting the generality Any Claim arising as a result of Sections 6.1, 6.2 and 6.3, any Claim for a breach of a representation or warranty shall be made not later than the date on which, pursuant to Sections 3.3 or 3.4 as the case may be, such representation and warranty terminated;
(2) In the event that any Third Party Claim is of a nature such that the Indemnified Party is required by applicable law to make a payment to any person (a “Third Party”) with respect to such Third Party Claim before the completion of settlement negotiations or related legal proceedings, the Indemnified Party may make such payment and the Indemnifying Party shall, forthwith after demand by the Indemnified Party, reimburse the Indemnified Party for any such payment. If the amount of any liability of the Indemnified Party under the Third Party Claim in respect of which such a payment was made, as finally determined, is less than the amount which was paid by the Indemnifying Party to the Indemnified Party, the Indemnified Party shall, forthwith after receipt of the difference from the Third Party, pay the amount of such difference to the Indemnifying Party;
(3) Except in the circumstance contemplated by Section 6.6(5), and whether or not the Indemnifying Party assumes control of the negotiation, settlement or defence of any Third Party Claim, the Indemnified Party shall not negotiate, settle, compromise or pay any Third Party Claim except with the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld);
(4) The Indemnified Party shall not permit any right of appeal in respect of any Third Party Claim to terminate without giving the Indemnifying Party notice thereof and an opportunity to contest such Third Party Claim;
(5) The Indemnified Party and the Indemnifying Party shall cooperate fully with each other with respect to Third Party Claims and shall keep each other fully advised with respect thereto (including supplying copies of all relevant documentation promptly as it becomes available); and
(6) Each of the Vendors shall be responsible for indemnifying the Purchaser for any claims for indemnification arising as a result of a breach of a representation, warranty or covenant shall be subject on the part of the Principal Vendors referred to Section 4.4 6.2 herein for his/her/its pro rata shares of the Cash Consideration of the Purchase Price received by him/her/it and 4.5;
deposited at Closing “in trust”, until the aggregate amount of all such claims for indemnification exceeds an amount equal to the Cash Consideration of the Purchase Price that he/she/it received and was deposited “in trust” pursuant to Section 2.3(2) herein (bthe “Threshold”) the Indemnifying Party’s obligation to indemnify the Indemnified Party shall only apply and then to the extent that such claims exceed the Claims in respect of which Threshold, the Indemnifying Party has given an indemnity, in Purchaser shall be entitled to recover the aggregate, exceed $50,000;
(c) notwithstanding anything excess only from the Principal Vendors pursuant to the contrary in this Principal Agreement, the aggregate . The liability of a Shareholder under this Agreement each of the Vendors with respect to any claim for indemnification referred to Section 6.2 herein among themselves, shall not be solidary but joint only (up to their respective share) and the liability of each of the Vendors save and except the Principal Vendors, with respect to the claim referred to Section 6.2 only, to the Purchaser shall be limited to 100% the portion of the value Cash Consideration of the Consideration Shares Purchase Price that he/she/it received by such Shareholder, it being understood that for such purpose the value assigned to each Consideration Share will be the deemed price per Consideration Share determined in accordance with Section 2.2;
(d) a Shareholder who is an Indemnifying Party may, at its option, elect to satisfy any Claim for which it is determined to be liable by either (i) payment of the amount of such Claim in cash, or (ii) by transferring to from the Purchaser for cancellation such number of Consideration Shares owned by such Shareholder as is equal and which was deposited “in trust” pursuant to the value of such Claim, it being understood that for such purpose the value assigned to each Consideration Share will be the deemed price per Consideration Share determined in accordance with Section 2.2. For greater certainty, if such Shareholder elects to satisfy such Claim by transferring Consideration Shares to the Purchaser for cancellation, the Purchaser shall have no recourse whatsoever to any other property, assets, rights or interests of such Shareholder for the purpose of satisfying such Claim; and
(e) in no event shall any Indemnifying Party be liable to any Indemnified Party for any exemplary, punitive, incidental, consequential, special or indirect damages, including loss of future revenue, income or profit, loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement, or diminution of value or any Claim based on any type of multiple (including, without limitation, multiple of earnings or multiple of cash flow methodologies2.3(2).
Appears in 1 contract
General Indemnification Rules. The obligations of an the Indemnifying Party to indemnify an the Indemnified Party in respect of Claims shall will also be subject to the following:
(a) without limiting the generality of Sections 6.1, 6.2 and 6.3, any Claim for arising as a result of a breach of any representationa representation or warranty will be made not later than the date on which, warranty or covenant shall be subject pursuant to Section 4.4 2.09 such representation and 4.5warranty terminated;
(b) the Indemnifying Party’s obligation to indemnify the Indemnified Party shall will only apply to the extent that the Claims in respect of which the Indemnifying Party has given an indemnity, in the aggregate, exceed $50,00010,000;
(c) notwithstanding anything to the contrary in this Agreementextent permitted by applicable Law, the Parties will treat payments under the indemnification provisions of Article VII as an adjustment to the aggregate liability of a Shareholder under this Agreement shall be limited to 100% of the monetary value of the Consideration Shares received by such Shareholder, it being understood that for such purpose the value assigned to each Consideration Share will be the deemed price per Consideration Share determined in accordance with Section 2.2Shares;
(d) if any Third Party Claim is of a Shareholder who nature such that the Indemnified Party is an required by applicable Law to make a payment to any person (a “Third Party”) with respect to such Third Party Claim before the completion of settlement negotiations or related legal proceedings, the Indemnified Party may make such payment and the Indemnifying Party maywill, at its optionforthwith after demand by the Indemnified Party, elect reimburse the Indemnified Party for any such payment. If the amount of any liability of the Indemnified Party under the Third-Party Claim in respect of which such a payment was made, as finally determined, is less than the amount which was paid by the Indemnifying Party to satisfy any Claim for which it is determined to be liable by either (i) payment the Indemnified Party, the Indemnified Party will, forthwith after receipt of the difference from the Third Party, pay the amount of such Claim in cash, or (ii) by transferring difference to the Purchaser for cancellation such number Indemnifying Party;
(e) except in the circumstance contemplated by Section 7.08(f), and whether or not the Indemnifying Party assumes control of Consideration Shares owned by such Shareholder as is equal to the value negotiation, settlement or defense of such any Third Party Claim, it being understood that for the Indemnified Party will not negotiate, settle, compromise or pay any Third Party Claim except with the prior consent of the Indemnifying Party (which consent will not be unreasonably withheld);
(f) the Indemnified Party will not permit any right of appeal in respect of any Third-Party Claim to terminate without giving the Indemnifying Party notice and an opportunity to contest such purpose the value assigned to each Consideration Share will be the deemed price per Consideration Share determined in accordance with Section 2.2. For greater certainty, if such Shareholder elects to satisfy such Claim by transferring Consideration Shares to the Purchaser for cancellation, the Purchaser shall have no recourse whatsoever to any other property, assets, rights or interests of such Shareholder for the purpose of satisfying such Third- Party Claim; and
(eg) in no event shall any the Indemnified Party and the Indemnifying Party be liable will cooperate fully with each other with respect to any Indemnified Third Party for any exemplary, punitive, incidental, consequential, special or indirect damages, Claims and will keep each other fully advised with respect thereto (including loss supplying copies of future revenue, income or profit, loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement, or diminution of value or any Claim based on any type of multiple (including, without limitation, multiple of earnings or multiple of cash flow methodologiesall relevant documentation promptly as it becomes available).
Appears in 1 contract
Sources: Share Purchase Agreement
General Indemnification Rules. The obligations of an the Indemnifying Party to indemnify an the Indemnified Party in respect of Claims shall also be subject to the following:
(a) without limiting the generality of Sections 6.18.01, 6.2 8.02 and 6.38.03, any Claim for breach of any representation, warranty or covenant shall be subject to Section 4.4 and 4.55.04;
(b) the Indemnifying Party’s obligation to indemnify the Indemnified Party shall only apply to the extent that the Claims in respect of which the Indemnifying Party has given an indemnity, in the aggregate, exceed $50,0005,000;
(c) notwithstanding anything to the contrary in this Agreement, the aggregate liability of an Indemnifying Party which is a Shareholder to any and all Indemnified Parties under this Agreement Article VIII shall be limited to 100% the amount paid to such Indemnifying Party in respect of its Purchased Shares pursuant to Section 2.01; for greater certainty, no Shareholder shall be liable, in the aggregate, to any and all Indemnified Parties for any amount in excess of the value of its pro rata share of the Consideration Shares received by such Shareholder, it being understood that for such purpose the value assigned to each Consideration Share will be the deemed price per Consideration Share determined in accordance with Section 2.2Payment Shares;
(d) notwithstanding anything to the contrary in this Agreement, the aggregate liability of Purpose ESG or the Purchaser to any and all Indemnified Parties under this Article VIII shall be limited to the value of the Payment Shares issuable under this Agreement;
(e) if any Third Party Claim is of a Shareholder who nature such that the Indemnified Party is an required by applicable law to make a payment to any person (a “Third Party”) with respect to such Third Party Claim before the completion of settlement negotiations or related legal proceedings, the Indemnified Party may make such payment and thereafter seek reimbursement from the Indemnifying Party mayfor any such payment. If any Indemnifying Party pays, at its optionor reimburses an Indemnified Party in respect of any Third Party Claim before completion of settlement negotiations or related legal proceedings, elect to satisfy and the amount of any liability of the Indemnified Party under the Third Party Claim for in respect of which it such a payment was made, as finally determined, is determined to be liable less than the amount which was paid by either (i) payment the Indemnifying Party, the Indemnified Party shall, forthwith after receipt of the difference from the Third Party, pay the amount of such Claim in cash, or (ii) by transferring difference to the Purchaser for cancellation such number Indemnifying Party;
(f) except in the circumstance contemplated by Section 8.05, and whether or not the Indemnifying Party assumes control of Consideration Shares owned by such Shareholder as is equal to the value negotiation, settlement or defence of such any Third Party Claim, the Indemnified Party shall not negotiate, settle, compromise or pay any Third Party Claim except with the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld);
(g) the Indemnified Party shall not permit any right of appeal in respect of any Third Party Claim to terminate without giving the Indemnifying Party notice and an opportunity to contest such Third Party Claim;
(h) the Indemnified Party and the Indemnifying Party shall cooperate fully with each other with respect to Third Party Claims and shall keep each other fully advised with respect thereto (including supplying copies of all relevant documentation promptly as it being understood that for such purpose the value assigned to each Consideration Share will be the deemed price per Consideration Share determined in accordance with Section 2.2. For greater certainty, if such Shareholder elects to satisfy such Claim by transferring Consideration Shares to the Purchaser for cancellation, the Purchaser shall have no recourse whatsoever to any other property, assets, rights or interests of such Shareholder for the purpose of satisfying such Claimbecomes available); and
(ei) in no event the provisions of this Article VIII shall any Indemnifying Party be liable constitute the sole remedy available to a party against another party with respect to any Indemnified Party for and all breaches of any exemplaryagreement, punitivecovenant, incidental, consequential, special representation or indirect damages, including loss of future revenue, income or profit, loss of business reputation or opportunity relating to the breach or alleged breach of warranty made by such other party in this Agreement, or diminution of value or any Claim based on any type of multiple (including, without limitation, multiple of earnings or multiple of cash flow methodologies).
Appears in 1 contract
Sources: Securities Exchange Agreement
General Indemnification Rules. The obligations of an the Indemnifying Party to indemnify an the Indemnified Party in respect of Claims shall will also be subject to the following:
(a) without limiting the generality of Sections 6.19.01, 6.2 and 6.39.02, or 9.03 , any Claim for breach of any representation, warranty or covenant shall will be subject to Section 4.4 and 4.56.04;
(b) the Indemnifying Party’s obligation to indemnify the Indemnified Party shall will only apply to the extent that the Claims in respect of which the Indemnifying Party has given an indemnity, in the aggregate, exceed $50,00025,000;
(c) notwithstanding anything to the contrary in this Agreement, the aggregate liability of an Indemnifying Party which is a Shareholder to any and all Indemnified Parties under this Agreement shall will be limited to 100% of the value of the Consideration Shares received by Securities as set out in such Shareholder, it being understood that for such purpose the value assigned to each Consideration Share will be the deemed price per Consideration Share determined in accordance with Section 2.2Shareholder received;
(d) notwithstanding anything to the contrary in this Agreement, the aggregate liability of SLFC or the Purchaser to any and all Indemnified Parties under this Agreement will be limited to the value of the Consideration Securities issuable under this Agreement;
(e) if any Third Party Claim is of a Shareholder who nature such that the Indemnified Party is an required by applicable law to make a payment to any person (a “Third Party”) with respect to such Third Party Claim before the completion of settlement negotiations or related legal proceedings, the Indemnified Party may make such payment and thereafter seek reimbursement from the Indemnifying Party mayfor any such payment. If any Indemnifying Party pays, at its optionor reimburses an Indemnified Party in respect of any Third Party Claim before completion of settlement negotiations or related legal proceedings, elect to satisfy and the amount of any liability of the Indemnified Party under the Third Party Claim for in respect of which it such a payment was made, as finally determined, is determined to be liable less than the amount which was paid by either (i) payment the Indemnifying Party, the Indemnified Party will, forthwith after receipt of the difference from the Third Party, pay the amount of such Claim in cash, or (ii) by transferring difference to the Purchaser for cancellation such number Indemnifying Party;
(f) except in the circumstance contemplated by Section 9.06(e), and whether or not the Indemnifying Party assumes control of Consideration Shares owned by such Shareholder as is equal to the value negotiation, settlement or defence of such any Third Party Claim, the Indemnified Party will not negotiate, settle, compromise or pay any Third Party Claim except with the prior written consent of the Indemnifying Party (which consent will not be unreasonably withheld);
(g) the Indemnified Party will not permit any right of appeal in respect of any Third Party Claim to terminate without giving the Indemnifying Party notice and an opportunity to contest such Third Party Claim;
(h) the Indemnified Party and the Indemnifying Party will cooperate fully with each other with respect to Third Party Claims and will keep each other fully advised with respect thereto (including supplying copies of all relevant documentation promptly as it being understood that for such purpose the value assigned to each Consideration Share will be the deemed price per Consideration Share determined in accordance with Section 2.2. For greater certainty, if such Shareholder elects to satisfy such Claim by transferring Consideration Shares to the Purchaser for cancellation, the Purchaser shall have no recourse whatsoever to any other property, assets, rights or interests of such Shareholder for the purpose of satisfying such Claimbecomes available); and
(ei) in no event shall any Indemnifying the provisions of this Article VIII will constitute the sole remedy available to a Party be liable against another Party with respect to any Indemnified and all breaches of any agreement, covenant, representation or warranty made by such other Party for any exemplary, punitive, incidental, consequential, special or indirect damages, including loss of future revenue, income or profit, loss of business reputation or opportunity relating to the breach or alleged breach of in this Agreement, or diminution of value or any Claim based on any type of multiple (including, without limitation, multiple of earnings or multiple of cash flow methodologies).
Appears in 1 contract
Sources: Share Exchange Agreement
General Indemnification Rules. The obligations of an the Indemnifying Party to indemnify an the Indemnified Party in respect of Claims shall also be subject to the following:
(a) without limiting the generality of Sections 6.111.1, 6.2 11.2 and 6.311.3, any Claim for breach of any representation, warranty or covenant shall be subject to Section 4.4 and 4.57.4;
(b) the Indemnifying Party’s 's obligation to indemnify the Indemnified Party shall only apply to the extent that the Claims in respect of which the Indemnifying Party has given an indemnity, in the aggregate, exceed $50,00020,000;
(c) notwithstanding anything to the contrary in this Agreement, the aggregate liability of a Shareholder DCU or the Issuer to any and all Indemnified Parties under this Agreement Article 11 shall be limited to 100% of the value of the Issuer Consideration Shares received by such Shareholder, it being understood that for such purpose the value assigned to each Consideration Share will be the deemed price per Consideration Share determined in accordance with Section 2.2and (as applicable) Issuer Additional Shares issuable under this Agreement;
(d) if any Third Party Claim is of a Shareholder who nature such that the Indemnified Party is an required by applicable law to make a payment to any person (a "Third Party") with respect to such Third Party Claim before the completion of settlement negotiations or related legal proceedings, the Indemnified Party may make such payment and thereafter seek reimbursement from the Indemnifying Party mayfor any such payment. If any Indemnifying Party pays, at its optionor reimburses an Indemnified Party in respect of any Third Party Claim before completion of settlement negotiations or related legal proceedings, elect to satisfy and the amount of any liability of the Indemnified Party under the Third Party Claim for in respect of which it such a payment was made, as finally determined, is determined to be liable less than the amount which was paid by either (i) payment the Indemnifying Party, the Indemnified Party shall, forthwith after receipt of the difference from the Third Party, pay the amount of such Claim in cash, or (ii) by transferring difference to the Purchaser for cancellation such number Indemnifying Party;
(e) except in the circumstance contemplated by Section 11.5, and whether or not the Indemnifying Party assumes control of Consideration Shares owned by such Shareholder as is equal to the value negotiation, settlement or defence of such any Third Party Claim, the Indemnified Party shall not negotiate, settle, compromise or pay any Third Party Claim except with the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld);
(f) the Indemnified Party shall not permit any right of appeal in respect of any Third Party Claim to terminate without giving the Indemnifying Party notice and an opportunity to contest such Third Party Claim;
(g) the Indemnified Party and the Indemnifying Party shall cooperate fully with each other with respect to Third Party Claims and shall keep each other fully advised with respect thereto (including supplying copies of all relevant documentation promptly as it being understood that for such purpose the value assigned to each Consideration Share will be the deemed price per Consideration Share determined in accordance with Section 2.2. For greater certainty, if such Shareholder elects to satisfy such Claim by transferring Consideration Shares to the Purchaser for cancellation, the Purchaser shall have no recourse whatsoever to any other property, assets, rights or interests of such Shareholder for the purpose of satisfying such Claimbecomes available); and
(eh) in no event the provisions of this Article 11 shall any Indemnifying Party be liable constitute the sole remedy available to a party against another party with respect to any Indemnified Party for and all breaches of any exemplaryagreement, punitivecovenant, incidental, consequential, special representation or indirect damages, including loss of future revenue, income or profit, loss of business reputation or opportunity relating to the breach or alleged breach of warranty made by such other party in this Agreement, or diminution of value or any Claim based on any type of multiple (including, without limitation, multiple of earnings or multiple of cash flow methodologies).
Appears in 1 contract
Sources: Securities Exchange Agreement (Liquid Media Group Ltd.)
General Indemnification Rules. The obligations of an the Indemnifying Party to indemnify an the Indemnified Party in respect of Claims shall also be subject to the following:
(a) without limiting the generality of Sections 6.19.01, 6.2 9.02 and 6.39.03, any Claim for breach of any representation, warranty or covenant shall be subject to Section 4.4 and 4.56.04;
(b) the Indemnifying Party’s 's obligation to indemnify the Indemnified Party shall only apply to the extent that the Claims in respect of which the Indemnifying Party has given an indemnity, in the aggregate, exceed $50,0005,000;
(c) notwithstanding anything to the contrary in this Agreement, the aggregate liability of an Indemnifying Party which is a Shareholder to any and all Indemnified Parties under this Agreement Article VIII shall be limited to 100% the amount paid to such Indemnifying Party in respect of its Purchased Shares pursuant to Section 2.01; for greater certainty, no Shareholder shall be liable, in the aggregate, to any and all Indemnified Parties for any amount in excess of the value of its pro rata share of the Consideration Shares received by such Shareholder, it being understood that for such purpose the value assigned to each Consideration Share will be the deemed price per Consideration Share determined in accordance with Section 2.2Payment Shares;
(d) notwithstanding anything to the contrary in this Agreement, the aggregate liability of ▇▇▇▇ or the Purchaser to any and all Indemnified Parties under this Article IX shall be limited to the value of the Payment Shares issuable under this Agreement;
(e) if any Third Party Claim is of a Shareholder who nature such that the Indemnified Party is an required by applicable law to make a payment to any person (a "Third Party") with respect to such Third Party Claim before the completion of settlement negotiations or related legal proceedings, the Indemnified Party may make such payment and thereafter seek reimbursement from the Indemnifying Party mayfor any such payment. If any Indemnifying Party pays, at its optionor reimburses an Indemnified Party in respect of any Third Party Claim before completion of settlement negotiations or related legal proceedings, elect to satisfy and the amount of any liability of the Indemnified Party under the Third Party Claim for in respect of which it such a payment was made, as finally determined, is determined to be liable less than the amount which was paid by either (i) payment the Indemnifying Party, the Indemnified Party shall, forthwith after receipt of the difference from the Third Party, pay the amount of such Claim in cash, or (ii) by transferring difference to the Purchaser for cancellation such number Indemnifying Party;
(f) except in the circumstance contemplated by Section 9.05, and whether or not the Indemnifying Party assumes control of Consideration Shares owned by such Shareholder as is equal to the value negotiation, settlement or defence of such any Third Party Claim, the Indemnified Party shall not negotiate, settle, compromise or pay any Third Party Claim except with the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld);
(g) the Indemnified Party shall not permit any right of appeal in respect of any Third Party Claim to terminate without giving the Indemnifying Party notice and an opportunity to contest such Third Party Claim;
(h) the Indemnified Party and the Indemnifying Party shall cooperate fully with each other with respect to Third Party Claims and shall keep each other fully advised with respect thereto (including supplying copies of all relevant documentation promptly as it being understood that for such purpose the value assigned to each Consideration Share will be the deemed price per Consideration Share determined in accordance with Section 2.2. For greater certainty, if such Shareholder elects to satisfy such Claim by transferring Consideration Shares to the Purchaser for cancellation, the Purchaser shall have no recourse whatsoever to any other property, assets, rights or interests of such Shareholder for the purpose of satisfying such Claimbecomes available); and
(ei) in no event the provisions of this Article IX shall any Indemnifying Party be liable constitute the sole remedy available to a party against another party with respect to any Indemnified Party for and all breaches of any exemplaryagreement, punitivecovenant, incidental, consequential, special representation or indirect damages, including loss of future revenue, income or profit, loss of business reputation or opportunity relating to the breach or alleged breach of warranty made by such other party in this Agreement, or diminution of value or any Claim based on any type of multiple (including, without limitation, multiple of earnings or multiple of cash flow methodologies).
Appears in 1 contract
Sources: Share Exchange Agreement (Algernon Pharmaceuticals Inc.)
General Indemnification Rules. The obligations of an the Indemnifying Party to indemnify an the Indemnified Party in respect of Claims shall also be subject to the following:
(a) without limiting the generality of Sections 6.18.01, 6.2 8.02 and 6.38.03, any Claim for breach of any representation, warranty or covenant shall be subject to Section 4.4 and 4.55.04;
(b) the Indemnifying Party’s obligation to indemnify the Indemnified Party shall only apply to the extent that the Claims in respect of which the Indemnifying Party has given an indemnity, in the aggregate, exceed $50,00020,000;
(c) notwithstanding anything to the contrary in this Agreement, the aggregate liability of an Indemnifying Party which is a Shareholder to any and all Indemnified Parties under this Agreement Article VIII shall be limited to 100% the amount paid to such Indemnifying Party in respect of its Purchased Shares pursuant to Section 2.01 for greater certainty, no Shareholder shall be liable, in the aggregate, to any and all Indemnified Parties for any amount in excess of the value of its pro rata share of the Consideration Shares received by such Shareholder, it being understood that for such purpose the value assigned to each Consideration Share will be the deemed price per Consideration Share determined in accordance with Section 2.2Payment Shares;
(d) notwithstanding anything to the contrary in this Agreement, the aggregate liability of NeuroPharm or the Purchaser to any and all Indemnified Parties under this Article VIII shall be limited to the value of the Payment Shares issuable under this Agreement;
(e) if any Third Party Claim is of a Shareholder who nature such that the Indemnified Party is an required by applicable law to make a payment to any person (a “Third Party”) with respect to such Third Party Claim before the completion of settlement negotiations or related legal proceedings, the Indemnified Party may make such payment and thereafter seek reimbursement from the Indemnifying Party mayfor any such payment. If any Indemnifying Party pays, at its optionor reimburses an Indemnified Party in respect of any Third Party Claim before completion of settlement negotiations or related legal proceedings, elect to satisfy and the amount of any liability of the Indemnified Party under the Third Party Claim for in respect of which it such a payment was made, as finally determined, is determined to be liable less than the amount which was paid by either (i) payment the Indemnifying Party, the Indemnified Party shall, forthwith after receipt of the difference from the Third Party, pay the amount of such Claim in cash, or (ii) by transferring difference to the Purchaser for cancellation such number Indemnifying Party;
(f) except in the circumstance contemplated by Section 8.05, and whether or not the Indemnifying Party assumes control of Consideration Shares owned by such Shareholder as is equal to the value negotiation, settlement or defence of such any Third Party Claim, the Indemnified Party shall not negotiate, settle, compromise or pay any Third Party Claim except with the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld);
(g) the Indemnified Party shall not permit any right of appeal in respect of any Third Party Claim to terminate without giving the Indemnifying Party notice and an opportunity to contest such Third Party Claim;
(h) the Indemnified Party and the Indemnifying Party shall cooperate fully with each other with respect to Third Party Claims and shall keep each other fully advised with respect thereto (including supplying copies of all relevant documentation promptly as it being understood that for such purpose the value assigned to each Consideration Share will be the deemed price per Consideration Share determined in accordance with Section 2.2. For greater certainty, if such Shareholder elects to satisfy such Claim by transferring Consideration Shares to the Purchaser for cancellation, the Purchaser shall have no recourse whatsoever to any other property, assets, rights or interests of such Shareholder for the purpose of satisfying such Claimbecomes available); and
(ei) in no event the provisions of this Article VIII shall any Indemnifying Party be liable constitute the sole remedy available to a party against another party with respect to any Indemnified Party for and all breaches of any exemplaryagreement, punitivecovenant, incidental, consequential, special representation or indirect damages, including loss of future revenue, income or profit, loss of business reputation or opportunity relating to the breach or alleged breach of warranty made by such other party in this Agreement, or diminution of value or any Claim based on any type of multiple (including, without limitation, multiple of earnings or multiple of cash flow methodologies).
Appears in 1 contract
Sources: Share Exchange Agreement
General Indemnification Rules. The obligations of an the Indemnifying Party to indemnify an the Indemnified Party in respect of Claims shall also be subject to the following:
(a) without limiting the generality of Sections 6.18.01, 6.2 8.02 and 6.38.03, any Claim for breach of any representation, warranty or covenant shall be subject to Section 4.4 and 4.55.04;
(b) the Indemnifying Party’s obligation to indemnify the Indemnified Party shall only apply to the extent that the Claims in respect of which the Indemnifying Party has given an indemnity, in the aggregate, exceed $50,0005,000;
(c) notwithstanding anything to the contrary in this Agreement, the aggregate liability of an Indemnifying Party which is a Shareholder to any and all Indemnified Parties under this Agreement Article VIII shall be limited to 100% the amount paid to such Indemnifying Party in respect of its Purchased Shares pursuant to Section 2.01; for greater certainty, no Shareholder shall be liable, in the aggregate, to any and all Indemnified Parties for any amount in excess of the value of its pro rata share of the Consideration Shares received by such Shareholder, it being understood that for such purpose the value assigned to each Consideration Share will be the deemed price per Consideration Share determined in accordance with Section 2.2Payment Shares;
(d) notwithstanding anything to the contrary in this Agreement, the aggregate liability of Panerai or the Purchaser to any and all Indemnified Parties under this Article VIII shall be limited to the value of the Payment Shares issuable under this Agreement;
(e) if any Third Party Claim is of a Shareholder who nature such that the Indemnified Party is an required by applicable law to make a payment to any person (a “Third Party”) with respect to such Third Party Claim before the completion of settlement negotiations or related legal proceedings, the Indemnified Party may make such payment and thereafter seek reimbursement from the Indemnifying Party mayfor any such payment. If any Indemnifying Party pays, at its optionor reimburses an Indemnified Party in respect of any Third Party Claim before completion of settlement negotiations or related legal proceedings, elect to satisfy and the amount of any liability of the Indemnified Party under the Third Party Claim for in respect of which it such a payment was made, as finally determined, is determined to be liable less than the amount which was paid by either (i) payment the Indemnifying Party, the Indemnified Party shall, forthwith after receipt of the difference from the Third Party, pay the amount of such Claim in cash, or (ii) by transferring difference to the Purchaser for cancellation such number Indemnifying Party;
(f) except in the circumstance contemplated by Section 8.05, and whether or not the Indemnifying Party assumes control of Consideration Shares owned by such Shareholder as is equal to the value negotiation, settlement or defence of such any Third Party Claim, the Indemnified Party shall not negotiate, settle, compromise or pay any Third Party Claim except with the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld);
(g) the Indemnified Party shall not permit any right of appeal in respect of any Third Party Claim to terminate without giving the Indemnifying Party notice and an opportunity to contest such Third Party Claim;
(h) the Indemnified Party and the Indemnifying Party shall cooperate fully with each other with respect to Third Party Claims and shall keep each other fully advised with respect thereto (including supplying copies of all relevant documentation promptly as it being understood that for such purpose the value assigned to each Consideration Share will be the deemed price per Consideration Share determined in accordance with Section 2.2. For greater certainty, if such Shareholder elects to satisfy such Claim by transferring Consideration Shares to the Purchaser for cancellation, the Purchaser shall have no recourse whatsoever to any other property, assets, rights or interests of such Shareholder for the purpose of satisfying such Claimbecomes available); and
(ei) in no event the provisions of this Article VIII shall any Indemnifying Party be liable constitute the sole remedy available to a party against another party with respect to any Indemnified Party for and all breaches of any exemplaryagreement, punitivecovenant, incidental, consequential, special representation or indirect damages, including loss of future revenue, income or profit, loss of business reputation or opportunity relating to the breach or alleged breach of warranty made by such other party in this Agreement, or diminution of value or any Claim based on any type of multiple (including, without limitation, multiple of earnings or multiple of cash flow methodologies).
Appears in 1 contract
Sources: Share Exchange Agreement
General Indemnification Rules. The obligations of an the Indemnifying Party to indemnify an the Indemnified Party in respect of Claims shall also be subject to the following:
(a) without limiting the generality of Sections 6.18.01, 6.2 8.02 and 6.38.03, any Claim for breach of any representation, warranty or covenant shall be subject to Section 4.4 and 4.55.04;
(b) the Indemnifying Party’s obligation to indemnify the Indemnified Party shall only apply to the extent that the Claims in respect of which the Indemnifying Party has given an indemnity, in the aggregate, exceed $50,00010,000;
(c) notwithstanding anything to the contrary in this Agreement, the aggregate liability of an Indemnifying Party which is a Shareholder to any and all Indemnified Parties under this Agreement Article VIII shall be limited to 100% the amount paid to such Indemnifying Party in respect of its Purchased Shares pursuant to Section 2.01 for greater certainty, no Shareholder shall be liable, in the aggregate, to any and all Indemnified Parties for any amount in excess of the value of its pro rata share of the Consideration Shares received by such Shareholder, it being understood that for such purpose the value assigned to each Consideration Share will be the deemed price per Consideration Share determined in accordance with Section 2.2Payment Shares;
(d) notwithstanding anything to the contrary in this Agreement, the aggregate liability of Lexington or the Purchaser to any and all Indemnified Parties under this Article VIII shall be limited to the value of the Payment Shares issuable under this Agreement;
(e) if any Third Party Claim is of a Shareholder who nature such that the Indemnified Party is an required by applicable law to make a payment to any person (a “Third Party”) with respect to such Third Party Claim before the completion of settlement negotiations or related legal proceedings, the Indemnified Party may make such payment and thereafter seek reimbursement from the Indemnifying Party mayfor any such payment. If any Indemnifying Party pays, at its optionor reimburses an Indemnified Party in respect of any Third Party Claim before completion of settlement negotiations or related legal proceedings, elect to satisfy and the amount of any liability of the Indemnified Party under the Third Party Claim for in respect of which it such a payment was made, as finally determined, is determined to be liable less than the amount which was paid by either (i) payment the Indemnifying Party, the Indemnified Party shall, forthwith after receipt of the difference from the Third Party, pay the amount of such Claim in cash, or (ii) by transferring difference to the Purchaser for cancellation such number Indemnifying Party;
(f) except in the circumstance contemplated by Section 8.05, and whether or not the Indemnifying Party assumes control of Consideration Shares owned by such Shareholder as is equal to the value negotiation, settlement or defence of such any Third Party Claim, the Indemnified Party shall not negotiate, settle, compromise or pay any Third Party Claim except with the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld);
(g) the Indemnified Party shall not permit any right of appeal in respect of any Third Party Claim to terminate without giving the Indemnifying Party notice and an opportunity to contest such Third Party Claim;
(h) the Indemnified Party and the Indemnifying Party shall cooperate fully with each other with respect to Third Party Claims and shall keep each other fully advised with respect thereto (including supplying copies of all relevant documentation promptly as it being understood that for such purpose the value assigned to each Consideration Share will be the deemed price per Consideration Share determined in accordance with Section 2.2. For greater certainty, if such Shareholder elects to satisfy such Claim by transferring Consideration Shares to the Purchaser for cancellation, the Purchaser shall have no recourse whatsoever to any other property, assets, rights or interests of such Shareholder for the purpose of satisfying such Claimbecomes available); and
(ei) in no event the provisions of this Article VIII shall any Indemnifying Party be liable constitute the sole remedy available to a party against another party with respect to any Indemnified Party for and all breaches of any exemplaryagreement, punitivecovenant, incidental, consequential, special representation or indirect damages, including loss of future revenue, income or profit, loss of business reputation or opportunity relating to the breach or alleged breach of warranty made by such other party in this Agreement, or diminution of value or any Claim based on any type of multiple (including, without limitation, multiple of earnings or multiple of cash flow methodologies).
Appears in 1 contract
Sources: Share Exchange Agreement
General Indemnification Rules. The obligations of an the Indemnifying Party to indemnify an the Indemnified Party in respect of Claims shall also be subject to the following:
(a1) without limiting the generality Any Claim arising as a result of Sections 6.1, 6.2 and 6.3, any Claim for a breach of any representation, a representation or warranty or covenant shall be subject made not later than the date on which, pursuant to Section 4.4 Sections 8.3 and 4.58.4, such representation and warranty terminated;
(b2) the The Indemnifying Party’s obligation to indemnify the Indemnified Party shall only apply to the extent that the Losses related to the Claims in respect of which the Indemnifying Party has given an indemnity, in the aggregate, exceed $50,000100,000, and shall only apply in respect of such excess up to a maximum amount equal to $10,000,000;
(c3) notwithstanding anything In the event that any Third Party Claim is of a nature such that the Indemnified Party is required by applicable law to make a payment to any person (a “Third Party”) with respect to such Third Party Claim before the completion of settlement negotiations or related legal proceedings, the Indemnified Party may make such payment and the Indemnifying Party shall, forthwith after demand by the Indemnified Party, reimburse the Indemnified Party for any such payment. If the amount of any liability of the Indemnified Party under the Third Party Claim in respect of which such a payment was made, as finally determined, is less than the amount which was paid by the Indemnifying Party to the contrary in this AgreementIndemnified Party, the aggregate liability of a Shareholder under this Agreement shall be limited to 100% Indemnified Party shall, forthwith after receipt of the value of difference from the Consideration Shares received by such ShareholderThird Party, it being understood that for such purpose the value assigned to each Consideration Share will be the deemed price per Consideration Share determined in accordance with Section 2.2;
(d) a Shareholder who is an Indemnifying Party may, at its option, elect to satisfy any Claim for which it is determined to be liable by either (i) payment of pay the amount of such Claim in cash, or (ii) by transferring difference to the Indemnifying Party;
(4) whether or not the Indemnifying Party assumes control of the negotiation, settlement or defence of any Third Party Claim, the Indemnified Party shall not negotiate, settle, compromise or pay any Third Party Claim except with the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld);
(5) The Indemnified Party shall not permit any right of appeal in respect of any Third Party Claim to terminate without giving the Indemnifying Party notice thereof and an opportunity to contest such Third Party Claim;
(6) The Indemnified Party and the Indemnifying Party shall cooperate fully with each other with respect to Third Party Claims and shall keep each other fully advised with respect thereto (including supplying copies of all relevant documentation promptly as it becomes available);
(7) The Indemnifying Party shall not settle any Third Party Claim or conduct any related legal or administrative proceeding in a manner which would, in the opinion of the Indemnified Party, acting reasonably, have a material adverse impact on the Indemnified Party;
(8) Each of the Company and Purchaser for cancellation such number of Consideration Shares owned by such Shareholder as is equal agrees that any payment made under this Article 8 to the value of such Claimother shall be, it being understood that for such purpose the value assigned to each Consideration Share and will be the deemed price per Consideration Share determined in accordance with Section 2.2. For greater certaintytreated by them on their Tax Returns, if such Shareholder elects to satisfy such Claim by transferring Consideration Shares as an adjustment to the Purchaser for cancellation, the Purchaser shall have no recourse whatsoever to any other property, assets, rights or interests of such Shareholder for the purpose of satisfying such Claim; and
(e) in no event shall any Indemnifying Party be liable to any Indemnified Party for any exemplary, punitive, incidental, consequential, special or indirect damages, including loss of future revenue, income or profit, loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement, or diminution of value or any Claim based on any type of multiple (including, without limitation, multiple of earnings or multiple of cash flow methodologies)Purchase Price.
Appears in 1 contract
General Indemnification Rules. The obligations of an the Indemnifying Party to indemnify an the Indemnified Party in respect of Claims shall also be subject to the following:
(a) without limiting the generality of Sections 6.18.01, 6.2 8.02 and 6.38.03, any Claim for breach of any representation, warranty or covenant shall be subject to Section 4.4 and 4.55.04;
(b) the Indemnifying Party’s obligation to indemnify the Indemnified Party shall only apply to the extent that the Claims in respect of which the Indemnifying Party has given an indemnity, in the aggregate, exceed $50,00025,000;
(c) notwithstanding anything to the contrary in this Agreement, the aggregate liability of an Indemnifying Party which is a Shareholder to any and all Indemnified Parties under this Agreement Article VIII shall be limited to 100% the amount paid to such Indemnifying Party in respect of its Purchased Shares pursuant to Section 2.02; for greater certainty, no Shareholder shall be liable, in the aggregate, to any and all Indemnified Parties for any amount in excess of the value of its pro rata share of the Consideration Shares received by such Shareholder, it being understood that for such purpose the value assigned to each Consideration Share will be the deemed price per Consideration Share determined in accordance with Section 2.2Payment Shares;
(d) notwithstanding anything to the contrary in this Agreement, the aggregate liability of Midori or the Purchaser to any and all Indemnified Parties under this Article VIII shall be limited to the value of the Payment Shares issuable under this Agreement;
(e) if any Third Party Claim is of a Shareholder who nature such that the Indemnified Party is an required by applicable law to make a payment to any person (a “Third Party”) with respect to such Third Party Claim before the completion of settlement negotiations or related legal proceedings, the Indemnified Party may make such payment and thereafter seek reimbursement from the Indemnifying Party mayfor any such payment. If any Indemnifying Party pays, at its optionor reimburses an Indemnified Party in respect of any Third Party Claim before completion of settlement negotiations or related legal proceedings, elect to satisfy and the amount of any liability of the Indemnified Party under the Third Party Claim for in respect of which it such a payment was made, as finally determined, is determined to be liable less than the amount which was paid by either (i) payment the Indemnifying Party, the Indemnified Party shall, forthwith after receipt of the difference from the Third Party, pay the amount of such Claim in cash, or (ii) by transferring difference to the Purchaser for cancellation such number Indemnifying Party;
(f) except in the circumstance contemplated by Section 8.05, and whether or not the Indemnifying Party assumes control of Consideration Shares owned by such Shareholder as is equal to the value negotiation, settlement or defence of such any Third Party Claim, the Indemnified Party shall not negotiate, settle, compromise or pay any Third Party Claim except with the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld);
(g) the Indemnified Party shall not permit any right of appeal in respect of any Third Party Claim to terminate without giving the Indemnifying Party notice and an opportunity to contest such Third Party Claim;
(h) the Indemnified Party and the Indemnifying Party shall cooperate fully with each other with respect to Third Party Claims and shall keep each other fully advised with respect thereto (including supplying copies of all relevant documentation promptly as it being understood that for such purpose the value assigned to each Consideration Share will be the deemed price per Consideration Share determined in accordance with Section 2.2. For greater certainty, if such Shareholder elects to satisfy such Claim by transferring Consideration Shares to the Purchaser for cancellation, the Purchaser shall have no recourse whatsoever to any other property, assets, rights or interests of such Shareholder for the purpose of satisfying such Claimbecomes available); and
(ei) in no event the provisions of this Article VIII shall any Indemnifying Party be liable constitute the sole remedy available to a party against another party with respect to any Indemnified Party for and all breaches of any exemplaryagreement, punitivecovenant, incidental, consequential, special representation or indirect damages, including loss of future revenue, income or profit, loss of business reputation or opportunity relating to the breach or alleged breach of warranty made by such other party in this Agreement, or diminution of value or any Claim based on any type of multiple (including, without limitation, multiple of earnings or multiple of cash flow methodologies).
Appears in 1 contract
General Indemnification Rules. The obligations of an the Indemnifying Party to indemnify an the Indemnified Party in respect of Claims shall also be subject to the following:
(a1) without limiting the generality of Sections 6.19.01, 6.2 9.02 and 6.39.03, any Claim for breach of any representation, warranty or covenant shall be subject to Section 4.4 and 4.56.04;
(b2) the Indemnifying Party’s obligation to indemnify the Indemnified Party shall only apply to the extent that the Claims in respect of which the Indemnifying Party has given an indemnity, in the aggregate, exceed $50,00025,000;
(c3) notwithstanding anything to the contrary in this Agreement, the aggregate liability of an Indemnifying Party which is a Horizon Shareholder to any and all Indemnified Parties under this Agreement Article IX shall be limited to 100% the amount paid, or deemed to be paid, to such Indemnifying Party in respect of its Purchased Shares pursuant to Section 2.02, and for greater certainty, no Horizon Shareholder shall be liable, in the aggregate, to any and all Indemnified Parties for any amount in excess of the value of its pro rata share of the Consideration Shares;
(4) notwithstanding anything to the contrary in this Agreement, the aggregate liability of Horizon or the Purchaser to any and all Indemnified Parties under this Article IX shall be limited to the value of the Consideration Shares received by such Shareholder, it being understood that for such purpose the value assigned to each Consideration Share will be the deemed price per Consideration Share determined in accordance with Section 2.2issuable under this Agreement;
(d5) if any Third Party Claim is of a Shareholder who nature such that the Indemnified Party is an required by Applicable Laws to make a payment to any Person (a “Third Party”) with respect to such Third Party Claim before the completion of settlement negotiations or related legal proceedings, the Indemnified Party may make such payment and thereafter seek reimbursement from the Indemnifying Party mayfor any such payment. If any Indemnifying Party pays, at its optionor reimburses an Indemnified Party in respect of any Third Party Claim before completion of settlement negotiations or related legal proceedings, elect to satisfy and the amount of any liability of the Indemnified Party under the Third Party Claim for in respect of which it such a payment was made, as finally determined, is determined to be liable less than the amount which was paid by either (i) payment the Indemnifying Party, the Indemnified Party shall, forthwith after receipt of the difference from the Third Party, pay the amount of such Claim in cash, or (ii) by transferring difference to the Purchaser for cancellation such number Indemnifying Party;
(6) except in the circumstance contemplated by Section 9.05, and whether or not the Indemnifying Party assumes control of Consideration Shares owned by such Shareholder as is equal to the value negotiation, settlement or defence of such any Third Party Claim, the Indemnified Party shall not negotiate, settle, compromise or pay any Third Party Claim except with the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld);
(7) the Indemnified Party shall not permit any right of appeal in respect of any Third Party Claim to terminate without giving the Indemnifying Party notice and an opportunity to contest such Third Party Claim;
(8) 36 LEGAL_29637706.5 the Indemnified Party and the Indemnifying Party shall cooperate fully with each other with respect to Third Party Claims and shall keep each other fully advised with respect thereto (including supplying copies of all relevant documentation promptly as it being understood that for such purpose the value assigned to each Consideration Share will be the deemed price per Consideration Share determined in accordance with Section 2.2. For greater certainty, if such Shareholder elects to satisfy such Claim by transferring Consideration Shares to the Purchaser for cancellation, the Purchaser shall have no recourse whatsoever to any other property, assets, rights or interests of such Shareholder for the purpose of satisfying such Claimbecomes available); and
(e9) in no event the provisions of this Article IX shall any Indemnifying Party be liable constitute the sole remedy available to a party against another party with respect to any Indemnified Party for and all breaches of any exemplaryagreement, punitivecovenant, incidental, consequential, special representation or indirect damages, including loss of future revenue, income or profit, loss of business reputation or opportunity relating to the breach or alleged breach of warranty made by such other party in this Agreement, or diminution of value or any Claim based on any type of multiple (including, without limitation, multiple of earnings or multiple of cash flow methodologies).
Appears in 1 contract
General Indemnification Rules. The obligations of an the Indemnifying Party to indemnify an the Indemnified Party in respect of Claims shall will also be subject to the following:
(a) without limiting the generality of Sections 6.18.01, 6.2 and 6.38.02, or 8.03 , any Claim for breach of any representation, warranty or covenant shall will be subject to Section 4.4 and 4.55.04;
(b) the Indemnifying Party’s obligation to indemnify the Indemnified Party shall will only apply to the extent that the Claims in respect of which the Indemnifying Party has given an indemnity, in the aggregate, exceed $50,00025,000;
(c) notwithstanding anything to the contrary in this Agreement, the aggregate liability of an Indemnifying Party which is a Shareholder to any and all Indemnified Parties under this Agreement shall be limited to 100% the amount paid by such Indemnifying Party in respect of its Canuck Shares pursuant to Section 2.02; for greater certainty, no Shareholder shall be liable, in the aggregate, to any and all Indemnified Parties for any amount in excess of the value of its pro rata share of the Consideration Shares;
(d) notwithstanding anything to the contrary in this Agreement, the aggregate liability of Canuck or the Purchaser to any and all Indemnified Parties under this Agreement will be limited to the value of the Consideration Shares received by such Shareholder, it being understood that for such purpose the value assigned to each Consideration Share will be the deemed price per Consideration Share determined in accordance with Section 2.2issuable under this Agreement;
(de) if any Third Party Claim is of a Shareholder who nature such that the Indemnified Party is an required by Applicable Laws to make a payment to any person (a “Third Party”) with respect to such Third Party Claim before the completion of settlement negotiations or related legal proceedings, the Indemnified Party may make such payment and thereafter seek reimbursement from the Indemnifying Party mayfor any such payment. If any Indemnifying Party pays, at its optionor reimburses an Indemnified Party in respect of any Third Party Claim before completion of settlement negotiations or related legal proceedings, elect to satisfy and the amount of any liability of the Indemnified Party under the Third Party Claim for in respect of which it such a payment was made, as finally determined, is determined to be liable less than the amount which was paid by either (i) payment the Indemnifying Party, the Indemnified Party will, forthwith after receipt of the difference from the Third Party, pay the amount of such Claim in cash, or (ii) by transferring difference to the Purchaser for cancellation such number Indemnifying Party;
(f) except in the circumstance contemplated by Section 8.05, and whether or not the Indemnifying Party assumes control of Consideration Shares owned by such Shareholder as is equal to the value negotiation, settlement or defence of such any Third Party Claim, the Indemnified Party will not negotiate, settle, compromise or pay any Third Party Claim except with the prior written consent of the Indemnifying Party (which consent will not be unreasonably withheld);
(g) the Indemnified Party will not permit any right of appeal in respect of any Third Party Claim to terminate without giving the Indemnifying Party notice and an opportunity to contest such Third Party Claim;
(h) the Indemnified Party and the Indemnifying Party will cooperate fully with each other with respect to Third Party Claims and will keep each other fully advised with respect thereto (including supplying copies of all relevant documentation promptly as it being understood that for such purpose the value assigned to each Consideration Share will be the deemed price per Consideration Share determined in accordance with Section 2.2. For greater certainty, if such Shareholder elects to satisfy such Claim by transferring Consideration Shares to the Purchaser for cancellation, the Purchaser shall have no recourse whatsoever to any other property, assets, rights or interests of such Shareholder for the purpose of satisfying such Claimbecomes available); and
(ei) in no event shall any Indemnifying Party be liable the provisions of this Article VIII will constitute the sole remedy available to a party against another party with respect to any Indemnified Party for and all breaches of any exemplaryagreement, punitivecovenant, incidental, consequential, special representation or indirect damages, including loss of future revenue, income or profit, loss of business reputation or opportunity relating to the breach or alleged breach of warranty made by such other party in this Agreement, or diminution of value or any Claim based on any type of multiple (including, without limitation, multiple of earnings or multiple of cash flow methodologies).
Appears in 1 contract
Sources: Share Exchange Agreement