Common use of Indemnification by the Vendors Clause in Contracts

Indemnification by the Vendors. (a) The Vendors shall jointly and severally indemnify and save harmless each of the Purchasers, their respective directors, officers, agents, employees and shareholders and Affiliates (collectively referred to as the “Purchaser Indemnified Parties”), on an after-Tax basis, from and against all Claims which may be made or brought against the Purchaser Indemnified Parties, or which they may suffer or incur, directly or indirectly, as a result of or in connection with: (i) any non-fulfilment or breach of any covenant or agreement on the part of either of the Vendors contained in this Agreement or in any certificate or other document furnished by or on behalf of either of the Vendors pursuant to this Agreement; (ii) any misrepresentation or any incorrectness in or breach of any representation or warranty of either of the Vendors contained in this Agreement, the Vendor Disclosure Schedule or in any certificate or other document furnished by or on behalf of either of the Vendors pursuant to this Agreement; (iii) any liabilities, debts and obligations, including Excluded Tax Liabilities, of either of the Vendors not forming part of the Assumed Liabilities; and (iv) the failure to obtain any necessary approvals, consents, waivers or modifications for any Restricted Rights referred to in Section 2.4 including, without limitation, any Claims relating to any resultant termination of any such Restricted Rights or any increase of obligations or decrease of rights or entitlements of the Purchasers. (b) The Holdback shall be security for the Vendors’ obligations under Section 11.2(a). If the acquisition of the Business is consummated, recovery from the Holdback shall be the exclusive remedy under this Agreement for any breach or default in connection with any of the representations, warranties, covenants or agreements of the Vendors set forth in this Agreement, the Vendor Disclosure Schedule or any certificate delivered pursuant to this Agreement; provided, however, that (i) nothing in this Agreement shall limit the liability of the Vendors for any Claim based on intentional misrepresentation or fraud; and (ii) the liability of the Vendors based on the absence of, or deficiency in, the title of any Vendor to the Purchased Assets shall be limited to the Purchase Price; and provided further, that the Vendors shall have no obligation to make any payment under this Section 11.2(b) with respect to any representation, warranty or covenant unless the aggregate amount to which the Purchasers are entitled by reason of all such claims exceeds or has exceeded $30,000, it being understood that once such amount is exceeded, the aggregate of all such Claims shall be payable in accordance with the provisions hereof. Notwithstanding anything to the contrary in this Agreement, any breach or default in connection with any representations, warranties, covenants or agreements set forth in Sections 2.3, 4.27, or 9.8 or otherwise related to Taxes shall not be subject to the limitations set forth in this Section 11.2(b)

Indemnification by the Vendors. (a) The Vendors shall jointly hold harmless and severally indemnify and save harmless each of the Purchasers, their respective directors, officers, agents, employees and shareholders and Affiliates (collectively referred to as the “Purchaser Indemnified Parties”), on an after-Tax basis, Indemnitees from and against all Claims against, and shall compensate and reimburse each of the Indemnitees for, any Damages which are directly or indirectly suffered or incurred by any of the Indemnitees or to which any of the Indemnitees may be made otherwise become subject at any time (regardless of whether or brought against the Purchaser Indemnified Partiesnot such Damages relate to any third-party claim) and which arise directly or indirectly from or as a direct or indirect result of, or which they may suffer or incur, are directly or indirectly, as a result of or in connection indirectly connected with: (i) any non-fulfilment or breach Breach of any covenant representation or agreement on the part of either of warranty made by the Vendors contained in this Agreement (without giving effect to any update to the Disclosure Schedule) or in any certificate or other document furnished by or on behalf of either of the Vendors pursuant to this AgreementClosing Certificate; (ii) any misrepresentation or any incorrectness in or breach Breach of any representation representation, warranty, statement, information or warranty of either of the Vendors provision contained in this Agreement, the Vendor Disclosure Schedule or in any certificate or other document furnished delivered or otherwise made available to the Purchaser or any of its Representatives by or on behalf of either of the Vendors pursuant to this Agreementor any of its Representatives; (iii) any liabilities, debts and obligations, including Excluded Tax Liabilities, Breach of either any covenant or obligation of the Vendors not forming part of the Assumed Liabilities; andVendors; (iv) any Liability to which the failure Company or any of the other Indemnitees may become subject and that arises directly or indirectly from or relates directly or indirectly to obtain any necessary approvalsproduct manufactured or sold, consentsor any service performed, waivers by or modifications for on behalf of the Company on or at any Restricted Rights time prior to the Closing Date; (v) any Liability to which the Company or any of the other Indemnitees may become subject and that arises directly or indirectly from any amendment to the Company Returns. (vi) any matter identified or referred to in Section 2.4 including, without limitation, Part 2.21 or Part 2.29 of the Disclosure Schedule; or (vii) any Claims Proceeding relating directly or indirectly to any resultant termination of any such Restricted Rights Breach, alleged Breach, Liability or any increase of obligations or decrease of rights or entitlements matter of the Purchasers. (b) The Holdback shall be security for the Vendors’ obligations under Section 11.2(a). If the acquisition of the Business is consummated, recovery from the Holdback shall be the exclusive remedy under this Agreement for any breach or default type referred to in connection with any of the representations, warranties, covenants or agreements of the Vendors set forth in this Agreement, the Vendor Disclosure Schedule or any certificate delivered pursuant to this Agreement; provided, however, that clause "(i) nothing in this Agreement shall limit the liability of the Vendors for any Claim based on intentional misrepresentation or fraud; and )", "(ii) the liability of the Vendors based on the absence of)", "(iii)", "(iv)", or deficiency in, the title of any Vendor to the Purchased Assets shall be limited to the Purchase Price; and provided further, that the Vendors shall have no obligation to make any payment under this Section 11.2(b) with respect to any representation, warranty or covenant unless the aggregate amount to which the Purchasers are entitled by reason of all such claims exceeds or has exceeded $30,000, it being understood that once such amount is exceeded, the aggregate of all such Claims shall be payable in accordance with the provisions hereof. Notwithstanding anything to the contrary in this Agreement, any breach or default in connection with any representations, warranties, covenants or agreements set forth in Sections 2.3, 4.27, or 9.8 or otherwise related to Taxes shall not be subject to the limitations set forth in this Section 11.2(b)"

Indemnification by the Vendors. (a) The Vendors shall jointly hold harmless and severally indemnify and save harmless each of the Purchasers, their respective directors, officers, agents, employees and shareholders and Affiliates (collectively referred to as the “Purchaser Indemnified Parties”), on an after-Tax basis, Indemnitees from and against all Claims against, and shall compensate and reimburse each of the Indemnitees for, any Damages which are directly or indirectly suffered or incurred by any of the Indemnitees or to which any of the Indemnitees may be made otherwise become subject at any time (regardless of whether or brought against the Purchaser Indemnified Partiesnot such Damages relate to any third-party claim) and which arise directly or indirectly from or as a direct or indirect result of, or which they may suffer or incur, are directly or indirectly, as a result of or in connection indirectly connected with: (ia) any non-fulfilment or breach Breach of any covenant representation or agreement on the part of either of warranty made by the Vendors contained in this Agreement (without giving effect to any update to the Disclosure Schedule) or in the Closing Certificate; (b) any Breach of any representation, warranty, statement, information or provision contained in the Disclosure Schedule or in any certificate or other document furnished delivered or otherwise made available to the Purchaser or any of its Representatives by or on behalf of either of the Vendors pursuant to this Agreementor any of its Representatives; (iic) any misrepresentation Breach of any covenant or obligation of the Vendors; (d) any Liability to which the Company or any incorrectness in or breach of any representation or warranty of either of the Vendors contained in this Agreementother Indemnitees may become subject and that arises directly or indirectly from or relates directly or indirectly to any product manufactured or sold, the Vendor Disclosure Schedule or in any certificate or other document furnished service performed, by or on behalf of either of the Vendors pursuant Company on or at any time prior to this Agreementthe Closing Date; (iiie) any liabilities, debts and obligations, including Excluded Tax Liabilities, of either Liability to which the Company or any of the Vendors not forming part of other Indemnitees may become subject and that arises directly or indirectly from any amendment to the Assumed Liabilities; andCompany Returns. (ivf) the failure to obtain any necessary approvals, consents, waivers matter identified or modifications for any Restricted Rights referred to in Section 2.4 including, without limitation, Part 2.21 or Part 2.29 of the Disclosure Schedule; or (g) any Claims Proceeding relating directly or indirectly to any resultant termination of any such Restricted Rights Breach, alleged Breach, Liability or any increase of obligations or decrease of rights or entitlements matter of the Purchasers. type referred to in clause "(b) The Holdback shall be security for the Vendors’ obligations under Section 11.2(aa). If the acquisition of the Business is consummated", recovery from the Holdback shall be the exclusive remedy under this Agreement for any breach or default in connection with any of the representations, warranties, covenants or agreements of the Vendors set forth in this Agreement, the Vendor Disclosure Schedule or any certificate delivered pursuant to this Agreement; provided, however, that (i) nothing in this Agreement shall limit the liability of the Vendors for any Claim based on intentional misrepresentation or fraud; and (ii) the liability of the Vendors based on the absence of, or deficiency in, the title of any Vendor to the Purchased Assets shall be limited to the Purchase Price; and provided further, that the Vendors shall have no obligation to make any payment under this Section 11.2(b) with respect to any representation, warranty or covenant unless the aggregate amount to which the Purchasers are entitled by reason of all such claims exceeds or has exceeded $30,000, it being understood that once such amount is exceeded, the aggregate of all such Claims shall be payable in accordance with the provisions hereof. Notwithstanding anything to the contrary in this Agreement, any breach or default in connection with any representations, warranties, covenants or agreements set forth in Sections 2.3, 4.27, or 9.8 or otherwise related to Taxes shall not be subject to the limitations set forth in this Section 11.2(b)"

Indemnification by the Vendors. (a) The Vendors shall jointly hold harmless and severally indemnify and save harmless each of the Purchasers, their respective directors, officers, agents, employees and shareholders and Affiliates (collectively referred to as the “Purchaser Indemnified Parties”), on an after-Tax basis, Indemnitees from and against all Claims against, and shall compensate and reimburse each of the Indemnitees for, any Damages which are directly or indirectly suffered or incurred by any of the Indemnitees or to which any of the Indemnitees may be made otherwise become subject at any time (regardless of whether or brought against the Purchaser Indemnified Partiesnot such Damages relate to any third-party claim) and which arise directly or indirectly from or as a direct or indirect result of, or which they may suffer or incur, are directly or indirectly, as a result of or in connection indirectly connected with: (i) any non-fulfilment or breach Breach of any covenant representation or agreement on the part of either of warranty made by the Vendors contained in this Agreement (without giving effect to any update to the Disclosure Schedule) or in any certificate or other document furnished by or on behalf of either of the Vendors pursuant to this AgreementClosing Certificate; (ii) any misrepresentation or any incorrectness in or breach Breach of any representation representation, warranty, statement, information or warranty of either of the Vendors provision contained in this Agreement, the Vendor Disclosure Schedule or in any certificate or other document furnished delivered or otherwise made available to the Purchaser or any of its Representatives by or on behalf of either of the Vendors pursuant to this Agreementor any of its Representatives; (iii) any liabilities, debts and obligations, including Excluded Tax Liabilities, Breach of either any covenant or obligation of the Vendors not forming part of the Assumed Liabilities; andVendors; (iv) any Liability to which the failure Company or any of the other Indemnitees may become subject and that arises directly or indirectly from or relates directly or indirectly to obtain any necessary approvalsproduct manufactured or sold, consentsor any service performed, waivers by or modifications for on behalf of the Company on or at any Restricted Rights time prior to the Closing Date; (v) any matter identified or referred to in Section 2.4 including, without limitation, Part 2.21 or Part 2.29 of the Disclosure Schedule; or (vi) any Claims Proceeding relating directly or indirectly to any resultant termination of any such Restricted Rights Breach, alleged Breach, Liability or any increase of obligations or decrease of rights or entitlements matter of the Purchasers. (b) The Holdback shall be security for the Vendors’ obligations under Section 11.2(a). If the acquisition of the Business is consummated, recovery from the Holdback shall be the exclusive remedy under this Agreement for any breach or default type referred to in connection with any of the representations, warranties, covenants or agreements of the Vendors set forth in this Agreement, the Vendor Disclosure Schedule or any certificate delivered pursuant to this Agreement; provided, however, that clause "(i) nothing in this Agreement shall limit the liability of the Vendors for any Claim based on intentional misrepresentation or fraud; and )", "(ii) the liability of the Vendors based on the absence of)", "(iii)", "(iv)", or deficiency in, the title of any Vendor to the Purchased Assets shall be limited to the Purchase Price; and provided further, that the Vendors shall have no obligation to make any payment under this Section 11.2(b) with respect to any representation, warranty or covenant unless the aggregate amount to which the Purchasers are entitled by reason of all such claims exceeds or has exceeded $30,000, it being understood that once such amount is exceeded, the aggregate of all such Claims shall be payable in accordance with the provisions hereof. Notwithstanding anything to the contrary in this Agreement, any breach or default in connection with any representations, warranties, covenants or agreements set forth in Sections 2.3, 4.27, or 9.8 or otherwise related to Taxes shall not be subject to the limitations set forth in this Section 11.2(b)"

Indemnification by the Vendors. (a) The Vendors shall jointly hold harmless and severally indemnify and save harmless each of the Purchasers, their respective directors, officers, agents, employees and shareholders and Affiliates (collectively referred to as the “Purchaser Indemnified Parties”), on an after-Tax basis, Indemnitees from and against all Claims against, and shall compensate and reimburse each of the Indemnitees for, any Damages which are directly or indirectly suffered or incurred by any of the Indemnitees or to which any of the Indemnitees may be made otherwise become subject at any time (regardless of whether or brought against the Purchaser Indemnified Partiesnot such Damages relate to any third-party claim) and which arise directly or indirectly from or as a direct or indirect result of, or which they may suffer or incur, are directly or indirectly, as a result of or in connection indirectly connected with: (i) any non-fulfilment or breach Breach of any covenant representation or agreement on the part of either of warranty made by the Vendors contained in this Agreement (without giving effect to any update to the Disclosure Schedule) or in any certificate or other document furnished by or on behalf of either of the Vendors pursuant to this AgreementClosing Certificate; (ii) any misrepresentation or any incorrectness in or breach Breach of any representation representation, warranty, statement, information or warranty of either of the Vendors provision contained in this Agreement, the Vendor Disclosure Schedule -44- 50 or in any certificate or other document furnished delivered or otherwise made available to the Purchaser or any of its Representatives by or on behalf of either of the Vendors pursuant to this Agreementor any of its Representatives; (iii) any liabilities, debts and obligations, including Excluded Tax Liabilities, Breach of either any covenant or obligation of the Vendors not forming part of the Assumed Liabilities; andVendors; (iv) any Liability to which the failure Company or any of the other Indemnitees may become subject and that arises directly or indirectly from or relates directly or indirectly to obtain any necessary approvalsproduct manufactured or sold, consentsor any service performed, waivers by or modifications for on behalf of the Company on or at any Restricted Rights time prior to the Closing Date; (v) any matter identified or referred to in Section 2.4 including, without limitation, Part 2.21 or Part 2.29 of the Disclosure Schedule; or (vi) any Claims Proceeding relating directly or indirectly to any resultant termination of any such Restricted Rights Breach, alleged Breach, Liability or any increase of obligations or decrease of rights or entitlements matter of the Purchasers. (b) The Holdback shall be security for the Vendors’ obligations under Section 11.2(a). If the acquisition of the Business is consummated, recovery from the Holdback shall be the exclusive remedy under this Agreement for any breach or default type referred to in connection with any of the representations, warranties, covenants or agreements of the Vendors set forth in this Agreement, the Vendor Disclosure Schedule or any certificate delivered pursuant to this Agreement; provided, however, that clause "(i) nothing in this Agreement shall limit the liability of the Vendors for any Claim based on intentional misrepresentation or fraud; and )", "(ii) the liability of the Vendors based on the absence of)", "(iii)", "(iv)", or deficiency in, the title of any Vendor to the Purchased Assets shall be limited to the Purchase Price; and provided further, that the Vendors shall have no obligation to make any payment under this Section 11.2(b) with respect to any representation, warranty or covenant unless the aggregate amount to which the Purchasers are entitled by reason of all such claims exceeds or has exceeded $30,000, it being understood that once such amount is exceeded, the aggregate of all such Claims shall be payable in accordance with the provisions hereof. Notwithstanding anything to the contrary in this Agreement, any breach or default in connection with any representations, warranties, covenants or agreements set forth in Sections 2.3, 4.27, or 9.8 or otherwise related to Taxes shall not be subject to the limitations set forth in this Section 11.2(b)"

Indemnification by the Vendors. (a) The Vendors shall jointly hold harmless and severally indemnify and save harmless each of the Purchasers, their respective directors, officers, agents, employees and shareholders and Affiliates (collectively referred to as the “Purchaser Indemnified Parties”), on an after-Tax basis, Indemnitees from and against all Claims against, and shall compensate and reimburse each of the Indemnitees for, any Damages which are directly or indirectly suffered or incurred by any of the Indemnitees or to which any of the Indemnitees may be made otherwise become subject at any time (regardless of whether or brought against the Purchaser Indemnified Partiesnot such Damages relate to any third-party claim) and which arise directly or indirectly from or as a direct or indirect result of, or which they may suffer or incur, are directly or indirectly, as a result of or in connection indirectly connected with: (i) any non-fulfilment or breach Breach of any covenant representation or agreement on the part of either of warranty made by the Vendors contained in this Agreement (without giving effect to any update to the Disclosure Schedule) or in any certificate or other document furnished by or on behalf of either of the Vendors pursuant to this AgreementClosing Certificate; (ii) any misrepresentation or any incorrectness in or breach Breach of any representation representation, warranty, statement, information or warranty of either of the Vendors provision contained in this Agreement, the Vendor Disclosure Schedule or in any certificate or other document furnished delivered or otherwise made available to the Purchaser or any of its Representatives by or on behalf of either of the Vendors pursuant to this Agreementor any of its Representatives; (iii) any liabilities, debts and obligations, including Excluded Tax Liabilities, Breach of either any covenant or obligation of the Vendors not forming part of the Assumed Liabilities; andVendors; (iv) the failure to obtain any necessary approvals, consents, waivers matter identified or modifications for any Restricted Rights referred to in Section 2.4 including, without limitation, Part 2.21 or Part 2.29 of the Disclosure Schedule; or (v) any Claims Proceeding relating directly or indirectly to any resultant termination of any such Restricted Rights Breach, alleged Breach, Liability or any increase of obligations or decrease of rights or entitlements matter of the Purchasers. (b) The Holdback shall be security for the Vendors’ obligations under Section 11.2(a). If the acquisition of the Business is consummated, recovery from the Holdback shall be the exclusive remedy under this Agreement for any breach or default type referred to in connection with any of the representations, warranties, covenants or agreements of the Vendors set forth in this Agreement, the Vendor Disclosure Schedule or any certificate delivered pursuant to this Agreement; provided, however, that clause "(i) nothing in this Agreement shall limit the liability of the Vendors for any Claim based on intentional misrepresentation or fraud; and )", "(ii) the liability of the Vendors based on the absence of)", "(iii)" or deficiency in, the title of any Vendor to the Purchased Assets shall be limited to the Purchase Price; and provided further, that the Vendors shall have no obligation to make any payment under this Section 11.2(b) with respect to any representation, warranty or covenant unless the aggregate amount to which the Purchasers are entitled by reason of all such claims exceeds or has exceeded $30,000, it being understood that once such amount is exceeded, the aggregate of all such Claims shall be payable in accordance with the provisions hereof. Notwithstanding anything to the contrary in this Agreement, any breach or default in connection with any representations, warranties, covenants or agreements set forth in Sections 2.3, 4.27, or 9.8 or otherwise related to Taxes shall not be subject to the limitations set forth in this Section 11.2(b)"

Indemnification by the Vendors. (a) The Vendors shall jointly hold harmless and severally indemnify and save harmless each of the Purchasers, their respective directors, officers, agents, employees and shareholders and Affiliates (collectively referred to as the “Purchaser Indemnified Parties”), on an after-Tax basis, Indemnitees from and against all Claims against, and shall compensate and reimburse each of the Indemnitees for, any Damages which are suffered or incurred by any of the Indemnitees or to which any of the Indemnitees may be made otherwise become subject at any time (regardless of whether or brought against the Purchaser Indemnified Partiesnot such Damages relate to any third-party claim) and which arise directly or indirectly from or as a direct or indirect result of, or which they may suffer or incur, directly or indirectly, as a result of or in connection are connected with: (i) any non-fulfilment or breach Breach of any covenant representation or agreement on the part of either of warranty made by the Vendors contained in this Agreement (giving full effect to any update to the Disclosure Schedule) or in any certificate or other document furnished by or on behalf of either of the Vendors pursuant to this AgreementClosing Certificate; (ii) any misrepresentation or any incorrectness in or breach Breach of any representation representation, warranty, statement, information or warranty of either of the Vendors provision contained in this Agreement, the Vendor Disclosure Schedule or in any certificate or other document furnished delivered or otherwise made available to the Purchaser or any of its Representatives by or on behalf of either of the Vendors pursuant to this Agreementor any of its Representatives; (iii) any liabilities, debts and obligations, including Excluded Tax Liabilities, Breach of either any covenant or obligation of the Vendors not forming part of the Assumed Liabilities; andVendors; (iv) any Liability to which the failure Company or any of the other Indemnitees may become subject and that arises directly from or relates directly to obtain any necessary approvalsproduct manufactured or sold, consentsor any service performed, waivers by or modifications for on behalf of the Company on or at any Restricted Rights time prior to the Closing Date; or (v) any Proceeding relating to any Breach, alleged Breach, Liability or matter of the type referred to in Section 2.4 includingclause "(i)", without limitation"(ii)", "(iii)" or "(iv)", above (including any Claims relating to Proceeding commenced by any resultant termination of any such Restricted Rights or any increase of obligations or decrease of rights or entitlements of the Purchasers. (b) The Holdback shall be security Indemnitee for the Vendors’ obligations under Section 11.2(a). If the acquisition purpose of the Business is consummated, recovery from the Holdback shall be the exclusive remedy under this Agreement for any breach or default in connection with enforcing any of the representations, warranties, covenants or agreements of the Vendors set forth in this Agreement, the Vendor Disclosure Schedule or any certificate delivered pursuant to this Agreement; provided, however, that (i) nothing in this Agreement shall limit the liability of the Vendors for any Claim based on intentional misrepresentation or fraud; and (ii) the liability of the Vendors based on the absence of, or deficiency in, the title of any Vendor to the Purchased Assets shall be limited to the Purchase Price; and provided further, that the Vendors shall have no obligation to make any payment its rights under this Section 11.2(b) with respect to any representation, warranty or covenant unless the aggregate amount to which the Purchasers are entitled by reason of all such claims exceeds or has exceeded $30,000, it being understood that once such amount is exceeded, the aggregate of all such Claims shall be payable in accordance with the provisions hereof. Notwithstanding anything to the contrary in this Agreement, any breach or default in connection with any representations, warranties, covenants or agreements set forth in Sections 2.3, 4.27, or 9.8 or otherwise related to Taxes shall not be subject to the limitations set forth in this Section 11.2(b)8).

Indemnification by the Vendors. (a) The Vendors Each Vendor shall jointly and severally indemnify as to himself or itself and not to any other Vendor and save harmless each of the PurchasersPurchaser, their respective its directors, officers, agents, employees and shareholders and Affiliates (collectively referred to as the “Purchaser Indemnified Parties”), on an after-Tax basis, ) from and against all Claims bona fide Claims, whether or not arising due to third party Claims, which may be made or brought against the Purchaser Indemnified Parties, or which they may suffer or incur, directly or indirectly as a result of or in connection with or relating to: (i) any non-fulfilment or breach of any covenant or agreement on the part of the applicable Vendor with respect to the particular representation and warranty given by it contained in this Agreement under Sections 4.5, 4.6, 4.9 and 4.10 and 4.12 (solely as it relates to the applicable Vendor), or in any certificate or other document furnished by or on behalf of the applicable Vendor pursuant to this Agreement; (ii) any misrepresentation or any incorrectness in or breach of any representation or warranty of the applicable Vendor contained in this Agreement, under Sections 4.5, 4.6, 4.9 and 4.10 and 4.12 (solely as it relates to the applicable Vendor), or in any certificate or other document furnished by or on behalf of the applicable Vendor pursuant to this Agreement; Table of Contents (b) Subject to Section 10.1(c) and except for those matters for which each Vendor has agreed to indemnify as to his or its own liability only contained in Section 10.1(a)(i) and (ii) above, the Vendors shall indemnify and save harmless the Purchaser Indemnified Parties on a several basis from and against all bona fide Claims, whether or not arising due to third party Claims, which may be made or brought against the Purchaser Indemnified Parties, or which they may suffer or incur, directly or indirectly, as a result of or in connection withwith or relating to: (i) any non-fulfilment or breach of any covenant or agreement on the part of either of the Vendors contained in this Agreement or in any certificate or other document furnished by or on behalf of either of the Vendors Corporation pursuant to this AgreementAgreement not referred to in Section 10.1(a)(i); (ii) any misrepresentation or any incorrectness in or breach of any representation or warranty of either of the Vendors contained in this Agreement, the Vendor Disclosure Schedule Agreement or in any certificate or other document furnished by or on behalf of either the Corporation pursuant to this Agreement not referred to in Section 10.1(a)(ii). and, without duplication: (iii) liability to third Persons and warranty obligations respecting products manufactured or sold, or services provided, by the Corporation or any of the Subsidiaries prior to the Closing Date and not accrued in the Closing Date Financial Statements; (iv) any liability for Taxes in respect of any taxation year or other period ended prior to the Closing Date, or any portion of a taxation year or other period up to and including the Closing Date, for which no adequate reserve has been provided and disclosed in the Balance Sheet, or the Closing Date Financial Statements; (v) all Environmental, Health and Safety Liabilities for which the Corporation or the Subsidiaries is liable, whenever and however arising, at any Real Property or at any other property currently or previously owned, leased or occupied by the Corporation or any of the Subsidiaries, all existing at Closing, even if discovered after Closing; (vi) any liability, whether former, present or future, of the Corporation or of any of the Subsidiaries arising in connection with the operation of the business of the Corporation or any of the Subsidiaries up to and including the Closing Date with respect to Section 4.32, other than obligations of the Corporation pursuant to any of the Contracts, Encumbrances, Software Contracts or other agreements or matters disclosed in Schedule 4.32; Table of Contents (vii) the amount of excess, obsolete or unused consolidated Inventories in excess of any reserve on the Closing Date Financial Statements, in accordance with Section 4.26 hereof; (viii) Notes 3 and 5; and (ix) any Claim under the Stock Option Plan. (c) The Vendors’ obligations under Section 10.1(a) and 10.1(b) shall be subject to the following limitations: (i) they shall terminate on the date on which each representation and warranty of the Vendors pursuant no longer survives as specified under Section 6.2, except with respect and solely to this Agreementthe extent of bona fide Claims by Purchaser Indemnified Parties set forth in written notices given by a Purchaser Indemnified Party to Vendors Representative and any of the applicable Vendors prior to the relevant specified date; (ii) the aggregate indemnification payable by the Vendors on a several basis in respect of all bona fide Claims, shall not exceed a maximum amount equal to the Escrow Amount received by the applicable Vendor on a pro-rata basis proportionate to the amount of the Purchase Price otherwise payable to such Vendor out of the Escrow Amount, except with respect to Claims based on intentional misrepresentation or fraud or with respect to paragraphs 10.1(b)(iv), and (b)(vi), which shall be subject to the limitation set out in Section 10.1(c) below; (iii) any liabilities, debts and obligations, including Excluded Tax Liabilities, of either of the aggregate indemnification payable by the Vendors not forming part on a several basis in respect of the Assumed Liabilities; and (iv) the failure to obtain any necessary approvals, consents, waivers or modifications for any Restricted Rights referred to in Section 2.4 including, without limitation, any all bona fide Claims relating to any resultant termination of any such Restricted Rights or any increase of obligations or decrease of rights or entitlements of the Purchasers. (b) The Holdback shall be security for the Vendors’ obligations under Section 11.2(a). If the acquisition of the Business is consummated, recovery from the Holdback shall be the exclusive remedy under this Agreement for any breach or default in connection with any of the representations, warranties, covenants or agreements of the Vendors set forth in this Agreement, the Vendor Disclosure Schedule or any certificate delivered pursuant to this Agreement; provided, however, that (i) nothing in this Agreement shall limit the liability of the Vendors for any Claim based on intentional misrepresentation or fraud; fraud or with respect to paragraphs 10.1(b)(iv) and (ii) the liability of the Vendors based on the absence of10.1(b)(vi), or deficiency in, the title of any Vendor to the Purchased Assets shall be limited not exceed a maximum amount equal to the Purchase Price; and provided further, that Price received by the Vendors shall have no obligation to make any payment under this Section 11.2(b) with respect to any representation, warranty or covenant unless the aggregate amount to which the Purchasers are entitled by reason of all such claims exceeds or has exceeded $30,000, it being understood that once such amount is exceeded, the aggregate of all such Claims shall be payable in accordance with the provisions hereof. Notwithstanding anything applicable Vendor on a pro-rata basis proportionate to the contrary in this Agreement, any breach or default in connection with any representations, warranties, covenants or agreements set forth in Sections 2.3, 4.27, or 9.8 or otherwise related to Taxes shall not amount of Purchase Price received by the applicable Vendor. Note 3: Contains confidential information that could be subject seriously prejudicial to the limitations set forth in this Section 11.2(b)interests of the EXFO Group. Note 5: Contains unnecessary information which is not affecting the overall understanding of the transaction and the related document. Table of Contents

Indemnification by the Vendors. (a) The In addition to any other indemnification provided by the Vendors contained in this Agreement and subject to this Article 10, the Vendors shall jointly and severally indemnify and save harmless each of the PurchasersPurchaser, their respective directorsthe Corporation and, officersto the extent named or involved in any Third Party Claim, agentsthe Purchaser Indemnitees from, employees and shareholders shall pay in cash to the Purchaser, the Corporation and Affiliates (collectively referred to as the “Purchaser Indemnified Parties”)Indemnitees, on an after-Tax basisdemand, from the amount of any and against all Claims which may be made or brought against the Purchaser Indemnified Parties, or which they may suffer or incur, directly or indirectlyLosses, as a result of or arising in connection with: (i) any inaccuracy of or any breach of any representation or warranty made by any of the Vendors in this Agreement or in any contract, agreement, instrument, certificate or other document delivered pursuant to this Agreement, whether or not the Purchaser relied on or had knowledge of it; (ii) any breach or non-fulfilment or breach performance by any of the Vendors of any covenant or agreement on the part of either of the Vendors other obligation contained in this Agreement or in any contract, agreement, instrument, certificate or other document furnished by or on behalf of either of the Vendors pursuant to this Agreement; (ii) any misrepresentation or any incorrectness in or breach of any representation or warranty of either of the Vendors contained in this Agreement, the Vendor Disclosure Schedule or in any certificate or other document furnished by or on behalf of either of the Vendors delivered pursuant to this Agreement; (iii) any liabilitiesClaim by any Person for brokerage or finder’s fees, debts commission or similar payments based on any agreement or understanding made or alleged to have been made by any such Person with the Vendors or the Corporation (or any Person acting on their behalf) in connection with the transactions under this Agreement; (iv) any Taxes (including without limitation any corporate income tax, sales tax and obligationsrelated interest and penalties) payable by the Corporation in respect of any Pre-Closing Tax Period or arising out of or in connection with or related in any manner whatsoever to any breach of, including Excluded Tax Liabilitiesor inaccuracy in, any representation or warranty of either Vendor contained in this Agreement or in any agreement, certificate or other document delivered pursuant hereto; (v) any costs or expenses in relation to an objection or appeal by the Purchaser, the Corporation or the Vendors of any assessment or reassessment by the CRA, Alberta Treasury or any other taxation authority in respect of any Taxes described in Section 10.1(a)(iv); (vi) any breach or non-performance by either Vendor of any covenant to be performed by it that is contained in this Agreement or in any agreement, certificate or other document delivered pursuant hereto; (vii) the operations of the Vendors not forming part Business or the ownership of the Assumed LiabilitiesAssets up to the Time of Closing; and (ivviii) the failure to obtain any necessary approvals, consents, waivers or modifications for any Restricted Rights referred to in Section 2.4 including, without limitation, any Claims relating to any resultant termination of any such Restricted Rights or any increase of obligations or decrease of rights or entitlements of the Purchasers. (b) The Holdback shall be security for the Vendors’ obligations under Section 11.2(a). If the acquisition of the Business is consummated, recovery from the Holdback shall be the exclusive remedy under this Agreement for any breach or default in connection with any of the representations, warranties, covenants or agreements of the Vendors set forth in this Agreement, the Vendor Disclosure Schedule or any certificate delivered pursuant to this Agreement; provided, however, that (i) nothing in this Agreement shall limit the liability of the Vendors for any Claim based on intentional misrepresentation or fraud; and (ii) the liability of the Vendors based on the absence of, or deficiency in, the title of any Vendor to the Purchased Assets shall be limited to the Purchase Price; and provided further, that the Vendors shall have no obligation to make any payment under this Section 11.2(b) with respect to any representation, warranty or covenant unless the aggregate amount to which the Purchasers are entitled by reason of all such claims exceeds Vendor is a party at any time on or has exceeded $30,000, it being understood that once such amount is exceeded, the aggregate of all such Claims shall be payable in accordance with the provisions hereof. Notwithstanding anything prior to the contrary in this Agreement, any breach or default in connection with any representations, warranties, covenants or agreements set forth in Sections 2.3, 4.27Closing Date, or 9.8 to which it becomes a party after the Closing Date arising from the fact or otherwise related to Taxes shall not be subject circumstances that existed at any time on or prior to the limitations set forth in this Section 11.2(b)Closing Date.

Indemnification by the Vendors. (a) The Vendors shall Subject to the other terms of this Article 8, each Vendor agrees, individually and not jointly and severally severally, to indemnify Buyer and save harmless its Affiliates (including the Company after the Closing) and each of the Purchasers, their respective directorsRepresentatives, officerssuccessors and assigns (collectively, agents, employees and shareholders and Affiliates (collectively referred to as the “Purchaser Indemnified PartiesBuyer Indemnitees”), on an after-Tax basis, ) and hold each of them harmless from and against all Claims and pay on behalf of or reimburse any such Buyer Indemnitees in respect of the entirety of any Loss which may be made such Buyer Indemnitee suffers, sustains or brought against the Purchaser Indemnified Partiesbecomes subject to, or which they may suffer or incur, either directly or indirectly, as a result of of, arising out of, relating to or in connection with: : (i) any non-fulfilment or breach of any covenant or agreement on the part of either of the Vendors contained in this Agreement or in any certificate or other document furnished by or on behalf of either of the Vendors pursuant to this Agreement; (ii) any misrepresentation or any incorrectness in inaccuracy or breach of any representation or warranty of either such Vendor contained in Article 2; or (ii) any breach of the Vendors any covenant of such Vendor contained in this Agreement, the Vendor Disclosure Schedule . Each Shareholder shall be responsible for one hundred percent (100%) (as opposed to such Vendor’s Pro-Rata Portion or in any certificate or other document furnished by or on behalf of either Vendor’s Adjusted Pro-Rata Portion) of the Vendors pursuant to Losses arising under this Agreement; (iiiSection 8.2(a) and no other Vendor shall have any liabilities, debts and obligations, including Excluded Tax Liabilities, of either of liability for the Vendors not forming part of the Assumed Liabilities; and (iv) the failure to obtain any necessary approvals, consents, waivers or modifications for any Restricted Rights referred to in Section 2.4 including, without limitation, any Claims relating to any resultant termination of any such Restricted Rights or any increase of obligations or decrease of rights or entitlements of the Purchaserssame. (b) The Holdback shall be security for Subject to the Vendors’ obligations under Section 11.2(a). If other terms of this Article 8, each Vendor agrees, severally (based on each Vendor’s Adjusted Pro-Rata Portion) and not jointly, to indemnify the acquisition Buyer Indemnitees and hold each of them harmless from and against and pay on behalf of or reimburse any such Buyer Indemnitees in respect of the Business is consummatedentirety of any Loss which such Buyer Indemnitee suffers, recovery sustains or becomes subject to, either directly or indirectly, as a result of, arising out of, relating to or in connection with: (i) any inaccuracy or breach of any representation or warranty of the Company contained in Article 3, other than the Key Company Reps or the Fundamental Company Reps; or (ii) any Company Transaction Expenses not set out in the Closing Payment Certificate. (c) Subject to the other terms of this Article 8, each Vendor agrees, severally (based on each Vendor’s Adjusted Pro-Rata Portion) and not jointly, to indemnify the Buyer Indemnitees and hold each of them harmless from and against and pay on behalf of or reimburse any such Buyer Indemnitees in respect of the Holdback shall be the exclusive remedy under this Agreement for entirety of any breach Loss which such Buyer Indemnitee suffers, sustains or default becomes subject to, either directly or indirectly, as a result of, arising out of, relating to or in connection with any inaccuracy or breach of any representation or warranty of the representationsCompany contained in Sections 3.9 (Taxes) or 3.17 (Intellectual Property) (the “Key Company Reps”). (d) Subject to the other terms of this Article 8, warrantieseach Vendor agrees, covenants severally (based on each Vendor’s Pro-Rata Portion) and not jointly, to indemnify the Buyer Indemnitees and hold each of them harmless from and against and pay on behalf of or agreements reimburse any such Buyer Indemnitees in respect of the Vendors set forth in this Agreemententirety of any Loss which such Buyer Indemnitee suffers, the Vendor Disclosure Schedule sustains or any certificate delivered pursuant to this Agreement; providedbecomes subject to, howevereither directly or indirectly, that (i) nothing in this Agreement shall limit the liability of the Vendors for any Claim based on intentional misrepresentation or fraud; and (ii) the liability of the Vendors based on the absence as a result of, arising out of, relating to or deficiency in, the title of any Vendor to the Purchased Assets shall be limited to the Purchase Price; and provided further, that the Vendors shall have no obligation to make any payment under this Section 11.2(b) with respect to any representation, warranty or covenant unless the aggregate amount to which the Purchasers are entitled by reason of all such claims exceeds or has exceeded $30,000, it being understood that once such amount is exceeded, the aggregate of all such Claims shall be payable in accordance with the provisions hereof. Notwithstanding anything to the contrary in this Agreement, any breach or default in connection with any representations, warranties, covenants inaccuracy or agreements set forth in Sections 2.3, 4.27, or 9.8 or otherwise related to Taxes shall not be subject to the limitations set forth in this Section 11.2(b)breach of any Fundamental Company Reps.