Common use of Indemnification by the Vendors Clause in Contracts

Indemnification by the Vendors. The Vendors hereby agree to indemnify and save harmless the Purchaser from all Losses suffered or incurred by the Purchaser (or, if the Closing has occurred, the Purchaser, Holdco, the Company or any Subsidiary) as a result of or arising directly or indirectly out of or in connection with: (1) any breach by the Vendors of or any inaccuracy of any of the representations and warranties of the Vendors set out in this Agreement (other than in Section 4.16, 52 -47- which are covered by Section 11.1(c)) or any of the corresponding representations and warranties set out in any certificate to be delivered by the Vendors pursuant to this Agreement or in any agreement, instrument or other document delivered pursuant to this Agreement (provided that the indemnity provided for in this Section 11.1(a) shall not apply in the case of a breach or inaccuracy of any representation or warranty unless the Indemnified Party shall have provided notice to the Indemnifying Party in accordance with Section 11.3 on or prior to the expiration of such representation and warranty as provided in Section 6.1); (2) any breach or non-performance by the Vendors of any covenant to be performed by the Vendors under this Agreement or under any agreement, instrument, certificate or other document delivered pursuant hereto;

Indemnification by the Vendors. The In addition to any other indemnification provided by the Vendors hereby agree contained in this Agreement and subject to this Article 8, each Vendor shall severally, and not jointly, indemnify and save harmless the Purchaser from all Losses suffered and, to the extent named or incurred by involved in any Third Party Claim, the Purchaser Indemnitees from, and shall pay (orin the case of each Vendor, if in proportion to their Vendor Percentage) to the Closing has occurredPurchaser and the Purchaser Indemnitees, on demand, the Purchaseramount of any and all Losses, Holdco, the Company or any Subsidiary) as a result of or arising directly or indirectly out of or in connection with: (1a) any breach by the Vendors inaccuracy of or any inaccuracy of any of the representations and warranties of the Vendors set out in this Agreement (other than in Section 4.16, 52 -47- which are covered by Section 11.1(c)) or any of the corresponding representations and warranties set out in any certificate to be delivered by the Vendors pursuant to this Agreement or in any agreement, instrument or other document delivered pursuant to this Agreement (provided that the indemnity provided for in this Section 11.1(a) shall not apply in the case of a breach or inaccuracy of any representation or warranty unless made by any of the Indemnified Party shall have provided notice to Vendors in this Agreement (but excluding, for clarity, any representation or warranty made by the Indemnifying Party in accordance with Section 11.3 on or prior to the expiration of such representation and warranty as provided Vendors’ Representative in Section 6.1); (25.2) or in any breach or non-performance by the Vendors of any covenant to be performed by the Vendors under this Agreement or under any contract, agreement, instrument, certificate or other document delivered pursuant hereto;to this Agreement, whether or not the Purchaser relied on or had knowledge of it; and (b) to the extent not performed or waived prior to Closing any breach or non- performance by any of the Vendors of any covenant or other obligation contained in this Agreement or in any contract, agreement, instrument, certificate or other document delivered pursuant to this Agreement.

Indemnification by the Vendors. The Vendors hereby agree agrees to indemnify and save harmless the Purchaser from all Losses suffered or incurred by the Purchaser (or, if the Closing has occurred, the Purchaser, Holdco, the Company or any Subsidiary) as a result of or arising directly or indirectly out of or in connection with: (1a) any breach by the Vendors or the Corporation of or any inaccuracy of any of the representations and warranties representation or warranty of the Vendors set out contained in this Agreement (other than in Section 4.16, 52 -47- which are covered by Section 11.1(c)) or any of the corresponding representations and warranties set out in any certificate to be delivered by the Vendors pursuant to this Agreement or in any agreement, instrument certificate or other document delivered pursuant to this Agreement hereto (provided that the indemnity provided for in this Section 11.1(a) Vendors shall not apply be required to indemnify or save harmless the Purchaser in the case respect of a any breach or inaccuracy of any representation or warranty unless the Indemnified Party Purchaser shall have provided notice to the Indemnifying Party Vendors in accordance with Section 11.3 section 9.3 on or prior to the expiration of the applicable time period related to such representation and warranty as provided set out in Section 6.1section 5.1); (2b) any breach or non-performance by the Vendors or the Corporation of any covenant to be performed by the Vendors under it that is contained in this Agreement or under in any agreement, instrument, certificate or other document delivered pursuant hereto; (c) all debts, liabilities or contracts whatsoever (whether accrued, absolute, contingent or otherwise) of the Corporation existing at the Time of Closing, including any liabilities for federal, provincial, sales, excise, income, corporate or any other taxes of the Corporation for any period up to and including the Time of Closing, and not disclosed on, provided for or included in the balance sheets forming part of the Financial Statements, except those liabilities: (i) disclosed in this Agreement or any Schedule hereto; or (ii) accruing or incurred subsequent to April 30, 2000 in the ordinary course of the Business; (iii) approved or consented to by the Purchaser prior to the Closing Date; and (d) any breach of the representations and warranties contained in section 3.33.