Indemnities for Representations and Warranties. (a) North Bay shall be liable to HMIT for and shall, in addition, indemnify HMIT from and against, all losses, costs, claims, damages, expenses and liabilities suffered, sustained, paid or incurred by HMIT which would not have been suffered, sustained, paid or incurred had all of the representations and warranties contained in Section 7 been accurate and truthful, provided however that nothing in this Subsection 9(a) shall be construed so as to cause North Bay to be liable to or indemnify HMIT in connection with any representation or warranty contained in Section 7 if and to the extent that HMIT did not rely upon such representation or warranty.
Indemnities for Representations and Warranties. (a) Speebo shall be liable to BUYER for and shall, in addition, indemnify BUYER from and against, all losses, costs, claims, damages, expenses and liabilities suffered, sustained, paid or incurred by BUYER which would not have been suffered, sustained, paid or incurred had all of the representations and warranties contained in Section 8 been accurate and truthful, provided however that nothing in this Subsection 10(a) shall be construed so as to cause Speebo to be liable to or indemnify BUYER in connection with any representation or warranty contained in Section 8 if and to the extent that BUYER did not rely upon such representation or warranty.
Indemnities for Representations and Warranties. (a) Subject to Sections 9.4, 13.2, 13.4 and 13.5, the Vendor shall:
Indemnities for Representations and Warranties. (a) VENDOR shall be liable to BUYER for and shall, in addition, indemnify BUYER from and against, all losses, costs, claims, damages, expenses and liabilities suffered, sustained, paid or incurred by BUYER which would not have been suffered, sustained, paid or incurred had all of the representations and warranties contained in Section 7 been accurate and truthful, provided however that nothing in this Subsection 9(a) shall be construed so as to cause VENDOR to be liable to or indemnify BUYER in connection with any representation or warranty contained in Section 7 if and to the extent that BUYER did not rely upon such representation or warranty.
Indemnities for Representations and Warranties. (a) Notwithstanding anything otherwise contained in this Agreement, Burcon shall be liable to the Corporation for and shall, in addition, indemnify the Corporation from and against all claims, losses, injuries and damages sustained paid or incurred by the Corporation which would not have been suffered, sustained, paid or incurred had all of the representations and warranties contained in Section 10.1 been accurate and truthful.
Indemnities for Representations and Warranties. (a) Vendor shall be liable to Purchaser for and shall, in addition, indemnify Purchaser from and against, all losses, costs, claims, damages, expenses and liabilities suffered, sustained, paid or incurred by Purchaser which would not have been suffered, sustained, paid or incurred had all of the representations and warranties contained in clause 6 been accurate and truthful, provided however that nothing in this subclause 10(a) shall be construed so as to cause Vendor to be liable to or indemnify Purchaser in connection with any representation or warranty contained in clause 6 if and to the extent that Purchaser did not rely upon such representation or warranty. No claim under this clause 10(a) shall be made or be enforceable by the Purchaser unless written notice of such claim with reasonable particulars is given by the Purchaser to the Vendor within a period of one year from the Effective Date.
Indemnities for Representations and Warranties. 32 6.1 Vendor’s Indemnities for Representations and Warranties 32 6.2 Purchaser’s Indemnities for Representations and Warranties 33 6.3 Future Obligations 33 6.4 Purchaser’s Environmental Indemnity and Assumption of Liabilities 33 6.5 Limitation of Remedies 34 6.6 Limit of Liability 34 6.7 Procedures - General Indemnities 35 ARTICLE 7 PRE-CLOSING PERIOD 36 7.1 Maintenance of Assets 36 7.2 Interim Period Notices 37 7.3 Purchaser Indemnity 38 7.4 Insurance 38 ARTICLE 8 POST-CLOSING MATTERS 38 8.1 Post-Closing Matters 38 8.2 Delivery of Title and Operating Documents and Miscellaneous Interests 39 8.3 Assistance to the Purchaser 40 8.4 Limitation of Liability for Post-Closing Operations 40 8.5 Removal of Signs 40 ARTICLE 9 GENERAL 40 9.1 Further Assurances 40 9.2 Entire Agreement 41 9.3 Governing Law 41 9.4 Assignment; Enurement 41 9.5 Time of Essence 41 9.6 Notices 41 9.7 Invalidity of Provisions 42 9.8 Operatorship 42 9.9 Waiver 42 9.10 Survival; No Merger 43 9.11 Amendment 43 9.12 Confidentiality and Public Announcements 43 9.13 Counterpart Execution 43 ASSET PURCHASE AND SALE AGREEMENT THIS AGREEMENT made as of February 9, 2022. BETWEEN: ROCKEAST ENERGY CORP., a corporation existing under the laws of the Province of Alberta (the “Vendor”) EP RESOURCES CORPORATION, a corporation existing under the laws of the Province of Alberta (the “Purchaser”) WHEREAS Vendor wishes to sell and the Purchaser wishes to purchase the entire right, title and interest of the Vendor in and to the Assets, subject to and in accordance with the terms and conditions of this Agreement.
Indemnities for Representations and Warranties. (a) Xxxxxxxxx shall be liable to Enterayon for and shall, in addition, indemnify Enterayon from and against, all losses, costs, claims, damages, expenses and liabilities suffered, sustained, paid or incurred by Enterayon which would not have been suffered, sustained, paid or incurred had all of the representations and warranties contained in Section 10 been accurate and truthful, provided however that nothing in this Subsection 9(a) shall be construed so as to cause Xxxxxxxxx to be liable to or indemnify Enterayon in connection with any representation or warranty contained in Section 7 if and to the extent that Enterayon did not rely upon such representation or warranty.
Indemnities for Representations and Warranties. 5.1 Vendor's Indemnities for Representations and Warranties Vendor shall be liable to Purchaser for and shall, in addition, indemnify Purchaser from and against, all losses, costs, claims, damages, expenses and liabilities suffered, sustained, paid or incurred by Purchaser which would not have been suffered, sustained, paid or incurred had all of the representations and warranties contained in Section 4.1 been accurate and truthful, provided however, that nothing in this Section 5.1 shall be construed so as to cause Vendor to be liable to or indemnify Purchaser in connection with any representation or warranty contained in Section 4.1 if and to the extent that Purchaser did not rely upon such representation or warranty. 5.2 Purchaser's Indemnities for Representations and Warranties Purchaser shall be liable to Vendor for and shall, in addition, indemnify Vendor from and against, all losses, costs, claims, damages, expenses and liabilities suffered, sustained, paid or incurred by Vendor which would not have been suffered, sustained, paid or incurred had all of the representations and warranties contained in Section 4.4 been accurate and truthful, provided however that nothing in this Section 5.2 shall be construed so as to cause Purchaser to be liable to or indemnify Vendor in connection with any representation or warranty contained in Section 4.4 if and to the extent that Vendor did not rely upon such representation or warranty.
Indemnities for Representations and Warranties. 14 5.1 The Seller’s Indemnities for Representations and Warranties 14
