Common use of Purchaser’s Indemnity Clause in Contracts

Purchaser’s Indemnity. Purchaser agrees that it will indemnify and hold harmless Seller and its respective officers, directors, managers, partners, shareholders, members, employees, contractors, attorneys, representatives, successors, and assigns (the “Seller Indemnitees”) from and against any and all Damages to which the Seller Indemnitees may become subject to or which are incurred in connection with, arise out of, result from, or are attributable to any material breach of the terms of this Agreement or any certificate or other document delivered hereunder by Purchaser, including any breach of any representation or warranty made by Purchaser, or the failure by Purchaser to perform any of the covenants or obligations contained in this Agreement or in any certificate or other document delivered hereunder or pursuant to this Agreement, or any use of the Assets after Closing. In addition, Purchaser will indemnify and hold harmless the Seller Indemnitees for any Damages to which the Seller Indemnitees may become subject or which are incurred in connection with, arise out of, result from, or are attributable to: (i) any use of the Assets after Closing; (ii) any fraud or intentional misrepresentation of Purchaser, (iii) any and all taxes, fines, interest and/or penalties of Purchaser for all taxable periods after Closing; or (iv) any and all taxes, fines, interest and/or penalties for failure to pay taxes imposed on Purchaser and/or the Business as a transferee or successor, by contract or pursuant to any law, rule, or regulation, which taxes relate to an event or transaction occurring after Closing. Notwithstanding anything in this Agreement to the contrary, the Purchaser shall not indemnify the Seller Indemnitees for any taxes, fines, interest and/or penalties for failure to pay taxes imposed on the Seller Indemnitees related to the tax treatment of the purchase of the Assets.

Purchaser’s Indemnity. From and after Closing, Purchaser agrees that it will indemnify to indemnify, defend (with Seller having the right to retain counsel for the purpose of participating in such defense, at its sole cost and expense) and hold harmless Seller and its respective officers, directors, managersemployees, partnersstockholders, shareholdersaffiliates, members, employeesheirs, contractors, attorneys, representatives, successors, successors and assigns (the each a “Seller IndemniteesIndemnified Party”) harmless from and against the following: (a) any and all Damages to which Loss incurred by a Seller Indemnified Party after the Seller Indemnitees may become subject to Closing, resulting from any inaccuracy in or which are incurred in connection with, arise out of, result from, or are attributable to any material breach of the terms of this Agreement or any certificate or other document delivered hereunder by Purchaser, including any breach of any representation or warranty made by Purchaserof Purchaser under this Agreement, or the failure by Purchaser to perform under any of the covenants document or obligations contained in this Agreement or in any certificate or other document agreement delivered hereunder or pursuant to this Agreement, where the total losses or damages from such inaccuracies and breaches exceed the Basket Amount as defined in Section 13.3 below; (b) any use Loss incurred by a Seller Indemnified Party after the Closing, resulting from any breach or default by Purchaser of the Assets after Closing. In additionany Obligation (other than any representation or warranty) of Purchaser under this Agreement or under any document or agreement delivered pursuant to this Agreement; (c) any injury to person or property causing any Loss to Seller resulting from or arising out of work performed by Purchaser pursuant to Section 3.3 hereof; provided, however, that in no event shall Purchaser will indemnify and hold harmless the Seller Indemnitees be liable for any Damages preexisting conditions (except to which the Seller Indemnitees may become subject or which are incurred in connection with, arise out of, result from, or are attributable to: extent exacerbated by the activities of Purchaser and/or its agents); (i) any use of the Assets after Closing; (ii) any fraud or intentional misrepresentation of Purchaser, (iiid) any and all taxesLosses incurred by a Seller Indemnified Party resulting from or arising out of Purchaser’s operation of the Property after the Closing Date; provided, fineshowever, interest and/or penalties that in no event shall Purchaser be liable for any preexisting conditions (except to the extent exacerbated by the activities of Purchaser for and/or its agents); and (e) all taxable periods after Closing; or (iv) any costs and all taxesexpenses, finesincluding reasonable attorneys’ fees, interest and/or penalties for failure to pay taxes imposed on Purchaser and/or the Business as a transferee or successor, by contract or pursuant related to any lawactions, rule, suits or regulation, which taxes relate judgments incident to an event or transaction occurring after Closing. Notwithstanding anything in this Agreement to the contrary, the Purchaser shall not indemnify the Seller Indemnitees for any taxes, fines, interest and/or penalties for failure to pay taxes imposed on the Seller Indemnitees related to the tax treatment of the purchase of the Assetsforegoing.

Purchaser’s Indemnity. From and after the Closing, Purchaser hereby agrees that it will to save, protect, defend, indemnify and hold harmless Seller and its respective officers, directors, managers, partners, shareholders, members, employees, contractors, attorneys, representatives, successors, and assigns (the “Seller Indemnitees”) Seller’s Indemnitees from and against any and all Damages to which the loss, damage, claim, cause of action, cost or expense or any other Liabilities incurred by Seller or its Indemnitees may become subject to or which are incurred in connection with, arise out by reason of, result from, or are attributable with respect to (i) any material breach of the terms of this Agreement or any certificate or other document delivered hereunder by Purchaser, including any breach of any representation or warranty made by Purchaser, or the failure by Purchaser to perform any of the representations, warranties or covenants or obligations contained made by Purchaser in this Agreement or in any certificate or other document delivered hereunder or pursuant to this the Agreement, or any use of the Assets after Closing. In addition, Purchaser will indemnify and hold harmless the Seller Indemnitees for any Damages to which the Seller Indemnitees may become subject or which are incurred in connection with, arise out of, result from, or are attributable to: (i) any use of the Assets after Closing; (ii) the non-performance of any fraud covenant or intentional misrepresentation of Purchaserobligation required to be performed by Purchaser hereunder, which expressly survive the Closing, (iii) subject to the terms and conditions of Article XII and Section 7.1(g) and Section 7.1(h), any Liability imposed upon Seller or its Indemnitees relating to the employment of the Employees by New Manager (or its Affiliate) for the period from and all taxesafter the Closing Date, fines, interest and/or penalties of Purchaser for all taxable periods after Closing; or (iv) events, contractual obligations, acts or omissions of Purchaser or any of its Affiliates or assignees of this Agreement that occur or accrue after Closing in connection with the ownership or operation of the Property, (v) damage to property or injury to or death of any person or any claims for any debt or obligations occurring on or about or in connection with the Property or any portion thereof or with respect to the Property’s operations at any time or times after Closing or (vi) any termination fees, liquidated damages or similar fees and all taxes, fines, interest and/or penalties for failure to pay taxes imposed on incurred by Seller or Affiliates of Seller that Purchaser and/or the Business as a transferee or successor, by contract or is indemnifying Seller and its Affiliates against pursuant to Section 4.9, but specifically excluding, in each instance of clauses (i) through (vi) any lawLiabilities for which Seller is indemnifying Purchaser for under Section 5.4(b) below. For avoidance of doubt, rulein the event that the Closing does not occur, or regulation, which taxes relate to an event or transaction occurring after Closing. Notwithstanding anything in this Agreement Seller’s remedies shall be expressly limited to the contraryterms and conditions of Section 15.1, the Purchaser shall including, but not indemnify the Seller Indemnitees for any taxes, fines, interest and/or penalties for failure limited to pay taxes imposed on the Seller Indemnitees related to the tax treatment of the purchase of the AssetsPurchaser’s indemnification obligations referenced therein.

Purchaser’s Indemnity. Subject to Section 18.1 hereof, upon Purchaser agrees that it will assuming the obligations of the tenant under each of the Leases, Purchaser shall indemnify and hold harmless Seller and its respective officersaffiliates, directors, managers, partners, shareholders, members, employees, contractors, attorneys, representatives, successors, successors and assigns at all times after each Closing Date, against and in respect of: (a) any damage, loss, cost, expense or liability (including settlement costs and reasonable attorneys' fees) resulting to Seller from any false, misleading or inaccurate representation, breach of warranty or nonfulfillment of any agreement, covenant or condition on the “part of Purchaser under this Agreement or from any misrepresentation in or any omission from any schedule or other instrument furnished to Seller Indemnitees”hereunder; (b) from and against after each Closing Date, any liability, obligation or commitment of Seller specifically assumed by Purchaser pursuant to this Agreement and all Damages each other agreement contemplated hereby to which be executed by Purchaser; (c) any liability, obligation or commitment of any nature (absolute, accrued, contingent or otherwise) of Purchaser or relating to the Seller Indemnitees may become subject to Assets or which are incurred in connection with, arise out of, result from, or are attributable to any material breach the operation of the terms Restaurants which arises solely out of this Agreement transactions entered into by Purchaser or solely out of acts or omissions to act of Purchaser occurring, from and after each Closing Date; (d) any payments made from or after each Closing Date by either Seller or any certificate or other document delivered hereunder by Purchaser, of its affiliates (including any breach Chart House Enterprises Inc.) as a guarantor of any representation or warranty made by PurchaserLease to a lessor, or which relate solely to obligations incurred under a Lease after the failure by Purchaser applicable Closing Date; and (e) all claims, actions, suits, proceedings, demands, assessments, judgments, costs and expenses incident to perform any of the covenants or obligations contained foregoing. This indemnity agreement in this Agreement Section 18.3 shall not foreclose any other rights or in remedies Seller may have based on any certificate or other document delivered hereunder or pursuant action for fraud. Purchaser acknowledges that Seller's affiliates (including Chart House Enterprises, Inc), successors and assigns are third party beneficiaries to this Agreement, or any use of the Assets after Closing. In addition, Purchaser will indemnify and hold harmless the Seller Indemnitees for any Damages to which the Seller Indemnitees may become subject or which are incurred in connection with, arise out of, result from, or are attributable to: (i) any use of the Assets after Closing; (ii) any fraud or intentional misrepresentation of Purchaser, (iii) any and all taxes, fines, interest and/or penalties of Purchaser for all taxable periods after Closing; or (iv) any and all taxes, fines, interest and/or penalties for failure to pay taxes imposed on Purchaser and/or the Business as a transferee or successor, by contract or pursuant to any law, rule, or regulation, which taxes relate to an event or transaction occurring after Closing. Notwithstanding anything provisions set forth in this Agreement to the contrary, the Purchaser shall not indemnify the Seller Indemnitees for any taxes, fines, interest and/or penalties for failure to pay taxes imposed on the Seller Indemnitees related to the tax treatment of the purchase of the AssetsSection 18.3.

Purchaser’s Indemnity. Subject to the provisions of Section 9.4 hereof, Purchaser hereby indemnifies Seller against and agrees that to hold it will indemnify and hold harmless Seller and its respective officers, directors, managers, partners, shareholders, members, employees, contractors, attorneys, representatives, successors, and assigns (the “Seller Indemnitees”) from and against any and all Damages to which the Seller Indemnitees may become subject to or which are incurred damage, loss, settlement, obligation, deficiency, liability and expense (including, without limitation, reasonable expenses of investigation and attorney's fees and expenses in connection withwith any action, arise suit or proceeding brought against Seller) demanded, claimed or threatened in writing against Seller or incurred or suffered by Seller arising out of, result from, of (i) ownership or are attributable to any material breach operation of the terms Branches or their respective business and properties after Closing (except as to such damage, liability, loss or expense resulting from actions taken by Purchaser at the written direction of this Agreement Seller); (ii) ownership of the Assets acquired or Liabilities assumed in the Transaction after Closing, (iii) the termination by Purchaser of any certificate Employee employed by Seller on or other document delivered hereunder by Purchaser, including any after the Closing Date or (iv) the breach of any representation or warranty, or covenant or agreement made or to be performed by Purchaser (all such claims, damages, losses, settlements, obligations, deficiencies, liabilities and expenses under clauses (i), (ii), and (iii) being hereinafter collectively referred to as "Purchaser Indemnifiable Claims". Any direct claim by Seller against Purchaser, as distinguished from a claim against Seller by a third party, shall be settled by arbitration pursuant to Article X. Purchaser shall not be liable under this Section 9.3 for any Purchaser Indemnifiable Claim which arises or results from any misrepresentation or breach of any covenant, representation or warranty made by PurchaserSeller pursuant to this Agreement or any settlement effected by Seller without its consent (which consent shall not be unreasonably withheld) of any claim, litigation or proceeding in respect of which indemnity may be sought hereunder. Seller agrees to give prompt notice to Purchaser of the assertion of any claim, or the failure by Purchaser to perform commencement of any of the covenants suit, action or obligations contained proceeding in this Agreement or in any certificate or other document delivered hereunder or pursuant to this Agreement, or any use of the Assets after Closing. In addition, Purchaser will indemnify and hold harmless the Seller Indemnitees for any Damages respect to which indemnity may be sought hereunder. Purchaser may, and at the request of Seller Indemnitees may become subject or which are incurred in connection with, arise out of, result from, or are attributable to: (i) any use of the Assets after Closing; (ii) any fraud or intentional misrepresentation of Purchasershall, (iiiunless Purchaser disclaims any liability or obligation under this Section 9.3 with respect to such suit, action or proceeding) participate in and control the defense of any and all taxessuch suit, fines, interest and/or penalties of Purchaser for all taxable periods after Closing; action or (iv) any and all taxes, fines, interest and/or penalties for failure to pay taxes imposed on Purchaser and/or the Business as a transferee or successor, by contract or pursuant to any law, rule, or regulation, which taxes relate to an event or transaction occurring after Closing. Notwithstanding anything in this Agreement to the contrary, the Purchaser shall not indemnify the Seller Indemnitees for any taxes, fines, interest and/or penalties for failure to pay taxes imposed on the Seller Indemnitees related to the tax treatment of the purchase of the Assetsproceeding at its own expense.

Purchaser’s Indemnity. From and after the Closing, Purchaser hereby agrees that it will to save, protect, defend, indemnify and hold harmless Seller and its respective officers, directors, managers, partners, shareholders, members, employees, contractors, attorneys, representatives, successors, and assigns (the “Seller Indemnitees”) Seller’s Indemnitees from and against any and all Damages to which the loss, damage, claim, cause of action, cost or expense or any other Liabilities incurred by Seller or its Indemnitees may become subject to or which are incurred in connection with, arise out by reason of, result from, or are attributable with respect to (i) any material breach of the terms of this Agreement or any certificate or other document delivered hereunder by Purchaser, including any breach of any representation or warranty made by Purchaser, or the failure by Purchaser to perform any of the representations, warranties or covenants or obligations contained made by Purchaser in this Agreement or in any certificate or other document delivered hereunder or pursuant to this the Agreement, or any use of the Assets after Closing. In addition, Purchaser will indemnify and hold harmless the Seller Indemnitees for any Damages to which the Seller Indemnitees may become subject or which are incurred in connection with, arise out of, result from, or are attributable to: (i) any use of the Assets after Closing; (ii) the non-performance of any fraud covenant or intentional misrepresentation of Purchaserobligation required to be performed by Purchaser hereunder, which expressly survive the Closing, (iii) subject to the terms and conditions of Article XII and Section 7.1(g) and Section 7.1(h), any Liability imposed upon Seller or its Indemnitees relating to the employment of the Employees by New Manager (or its Affiliate) for the period from and all taxesafter the Closing Date, fines, interest and/or penalties of Purchaser for all taxable periods after Closing; or (iv) events, contractual obligations, acts or omissions of Purchaser or any of its Affiliates or assignees of this Agreement that occur or accrue after Closing in connection with the ownership or operation of the Property, (v) damage to property or injury to or death of any person or any claims for any debt or obligations occurring on or about or in connection with the Property or any portion thereof or with respect to the Property’s operations at any time or times after Closing, and all taxes(vi) any termination fees, fines, interest and/or liquidated damages or similar fees and penalties for failure to pay taxes imposed on Purchaser and/or (and any other Liabilities that Seller would not bear if the Business as a transferee or successor, by contract or Franchise Agreement was not terminated pursuant to the sale of the Property to Purchaser) incurred by Seller or its Affiliates in connection with the termination of the Franchise Agreement as described in Section 4.10, but specifically excluding, in each instance of clauses (i) through (vi) any lawLiabilities for which Seller is indemnifying Purchaser for under Section 5.4(b) below. For avoidance of doubt, rulein the event that the Closing does not occur, or regulation, which taxes relate to an event or transaction occurring after Closing. Notwithstanding anything in this Agreement Seller’s remedies shall be expressly limited to the contraryterms and conditions of Section 15.1, the Purchaser shall including, but not indemnify the Seller Indemnitees for any taxes, fines, interest and/or penalties for failure limited to pay taxes imposed on the Seller Indemnitees related to the tax treatment of the purchase of the AssetsPurchaser’s indemnification obligations referenced therein.

Purchaser’s Indemnity. From and after the Closing, Purchaser hereby agrees that it will to save, protect, defend, indemnify and hold harmless Seller and its respective officers, directors, managers, partners, shareholders, members, employees, contractors, attorneys, representatives, successors, and assigns (the “Seller Indemnitees”) Seller’s Indemnitees from and against any and all Damages to which the loss, damage, claim, cause of action, cost or expense or any other Liabilities incurred by Seller or its Indemnitees may become subject to or which are incurred in connection with, arise out by reason of, result from, or are attributable with respect to (i) any material breach of the terms of this Agreement or any certificate or other document delivered hereunder by Purchaser, including any breach of any representation or warranty made by Purchaser, or the failure by Purchaser to perform any of the representations, warranties or covenants or obligations contained made by Purchaser in this Agreement or in any certificate or other document delivered hereunder or pursuant to this the Agreement, or any use of the Assets after Closing. In addition, Purchaser will indemnify and hold harmless the Seller Indemnitees for any Damages to which the Seller Indemnitees may become subject or which are incurred in connection with, arise out of, result from, or are attributable to: (i) any use of the Assets after Closing; (ii) the non-performance of any fraud covenant or intentional misrepresentation of Purchaserobligation required to be performed by Purchaser hereunder, which expressly survive the Closing, (iii) subject to the terms and conditions of Article XII and Section 7.1(g) and Section 7.1(h), any Liability imposed upon Seller or its Indemnitees relating to the employment of the Employees by New Manager (or its Affiliate) for the period from and all taxesafter the Closing Date, fines, interest and/or penalties of Purchaser for all taxable periods after Closing; or (iv) events, contractual obligations, acts or omissions of Purchaser or any of its Affiliates or assignees of this Agreement that occur or accrue after Closing in connection with the ownership or operation of the Property, (v) damage to property or injury to or death of any person or any claims for any debt or obligations occurring on or about or in connection with the Property or any portion thereof or with respect to the Property’s operations at any time or times after Closing, and all taxes(vi) any termination fees, fines, interest and/or liquidated damages or similar fees and penalties for failure to pay taxes imposed on Purchaser and/or (and any other Liabilities that Seller would not bear if the Business as a transferee or successor, by contract or Franchise Agreement was not terminated pursuant to the sale of the Property to Purchaser) incurred by Seller or its Affiliates in connection with the termination of the Franchise Agreement as described in Section 4.8, but specifically excluding, in each instance of clauses (i) through (vi) any lawLiabilities for which Seller is indemnifying Purchaser for under Section 5.4(b) below. For avoidance of doubt, rulein the event that the Closing does not occur, or regulationSeller’s remedies shall be expressly limited to the terms and conditions of Section 15.1, which taxes relate including, but not limited to an event or transaction occurring after ClosingPurchaser’s indemnification obligations referenced therein. Notwithstanding anything to the contrary set forth in this Agreement to the contraryAgreement, the Purchaser this Section 5.4 (a) shall not indemnify be applicable to Seller’s obligations under Section 10.1(a) to complete the Seller Indemnitees for any taxes, fines, interest and/or penalties for failure to pay taxes imposed on the Seller Indemnitees related to the tax treatment of the purchase of the AssetsRenovation Work.

Purchaser’s Indemnity. From and after the Closing, Purchaser hereby agrees that it will to save, protect, defend, indemnify and hold harmless Seller and its respective officers, directors, managers, partners, shareholders, members, employees, contractors, attorneys, representatives, successors, and assigns (the “Seller Indemnitees”) Seller’s Indemnitees from and against any and all Damages to which the loss, damage, claim, cause of action, cost or expense or any other Liabilities incurred by Seller or its Indemnitees may become subject to or which are incurred in connection with, arise out by reason of, result from, or are attributable with respect to (i) any material breach of the terms of this Agreement or any certificate or other document delivered hereunder by Purchaser, including any breach of any representation or warranty made by Purchaser, or the failure by Purchaser to perform any of the representations, warranties or covenants or obligations contained made by Purchaser in this Agreement or in any certificate or other document delivered hereunder or pursuant to this the Agreement, or any use of the Assets after Closing. In addition, Purchaser will indemnify and hold harmless the Seller Indemnitees for any Damages to which the Seller Indemnitees may become subject or which are incurred in connection with, arise out of, result from, or are attributable to: (i) any use of the Assets after Closing; (ii) the non-performance of any fraud covenant or intentional misrepresentation of Purchaserobligation required to be performed by Purchaser hereunder, which expressly survive the Closing, (iii) subject to the terms and conditions of Article XII and Section 7.1(g) and Section 7.1(h), any Liability imposed upon Seller or its Indemnitees relating to the employment of the Employees by New Manager (or its Affiliate) for the period from and all taxesafter the Closing Date, fines, interest and/or penalties of Purchaser for all taxable periods after Closing; or (iv) events, contractual obligations, acts or omissions of Purchaser or any of its Affiliates or assignees of this Agreement that occur or accrue after Closing in connection with the ownership or operation of the Property, (v) damage to property or injury to or death of any person or any claims for any debt or obligations occurring on or about or in connection with the Property or any portion thereof or with respect to the Property’s operations at any time or times after Closing, and all taxes(vi) any termination fees, fines, interest and/or liquidated damages or similar fees and penalties for failure to pay taxes imposed on Purchaser and/or (and any other Liabilities that Seller would not bear if the Business as a transferee or successor, by contract or Franchise Agreement was not terminated pursuant to the sale of the Property to Purchaser) incurred by Seller or its Affiliates in connection with the termination of the Franchise Agreement as described in Section 4.9, but specifically excluding, in each instance of clauses (i) through (vi) any lawLiabilities for which Seller is indemnifying Purchaser for under Section 5.4(b) below. For avoidance of doubt, rulein the event that the Closing does not occur, or regulationSeller’s remedies shall be expressly limited to the terms and conditions of Section 15.1, which taxes relate including, but not limited to an event or transaction occurring after ClosingPurchaser’s indemnification obligations referenced therein. Notwithstanding anything to the contrary set forth in this Agreement to the contraryAgreement, the Purchaser this Section 5.4 shall not indemnify be applicable to Seller’s obligations under Section 10.1(b) to complete the Seller Indemnitees for any taxes, fines, interest and/or penalties for failure to pay taxes imposed on the Seller Indemnitees related to the tax treatment of the purchase of the AssetsRenovation Work.

Purchaser’s Indemnity. (a) Subject to the terms and conditions of this Agreement, if Closing occurs, the Purchaser agrees that it will indemnify shall be liable for, and as a separate covenant, indemnify, defend, save and hold harmless Seller COPCO and each Vendor, its Affiliates, and each of their respective officers, directors, managers, partners, shareholders, membersmanaging directors, employees, contractorsagents, attorneysconsultants, representatives, successorsand successors (each, and assigns (the a “Seller IndemniteesVendor Entity”) harmless from and against any all Losses and all Damages to which the Seller Indemnitees may become subject to Liabilities incurred or which are incurred in connection with, arise suffered by a Vendor Entity arising out of, result fromrelating to, or are attributable to any material breach of the terms of this Agreement or any certificate or other document delivered hereunder by Purchaser, including resulting from: (i) any breach of any representation or warranty made by Purchaser, or the failure by Purchaser to perform any of the covenants Purchaser’s representations or obligations contained warranties made in this Agreement or in any certificate certificate, instrument or other document delivered hereunder or by the Purchaser pursuant to this Agreement, or any use of the Assets after Closing. In addition, Purchaser will indemnify and hold harmless the Seller Indemnitees for any Damages to which the Seller Indemnitees may become subject or which are incurred in connection with, arise out of, result from, or are attributable to: (i) any use of the Assets after Closing; ; (ii) any fraud breach of any covenant or intentional misrepresentation of Purchaseragreement made in this Agreement or in any certificate, instrument or other document delivered by the Purchaser pursuant to this Agreement; (iii) any the operation, ownership, use, construction or maintenance of the WCBU Assets and all taxes, fines, interest and/or penalties of Purchaser for all taxable periods the FCCL Partnership Assets arising or accruing on or after Closingthe Effective Time; or and (iv) the Purchaser’s use, distribution or disclosure of the WCBU Operating Statements, Asset Reserves Report, WCBU Assets Description or Interim Period WCBU Operating Statements, if applicable, that are required under Applicable Canadian Securities Laws or Applicable US Securities Laws, or otherwise by the Purchaser to be included or incorporated by reference, in any Offering Document in connection with any Financing or Follow-on Financing. even if in each such case such Losses and Liabilities are caused in whole or in part by the negligence (whether sole, joint or concurrent), strict liability or other legal fault of COPCO or any Vendor Entity, except to the extent caused by or attributable to the fraud or Gross Negligence of COPCO or any Vendor Entity. The Purchaser’s indemnity obligations set forth in Clause 12.2(a)(i) and (ii) above shall survive the Closing Date, as applicable, in accordance with the provisions of Clause 10.6(a). The Purchaser’s indemnity obligation set forth in Clause 12.2(a)(iii) above shall survive the Closing Date indefinitely. (b) The Purchaser hereby forever releases and discharges each Vendor and Vendor Entity from any Claims and all taxes, fines, interest and/or penalties for failure liability to pay taxes imposed on the Purchaser and/or or the Business Purchaser’s successors and permitted assigns as a transferee result of: (i) the use or successor, reliance upon information and materials pertaining to the WCBU Assets delivered or made available by contract the Vendors or their respective Representatives to the Purchaser pursuant to any law, rule, or regulation, which taxes relate to an event or transaction occurring after Closing. Notwithstanding anything in this Agreement including any evaluations, projections, reports and interpretive or non-factual materials prepared by or for or received by the Vendors except to the contraryextent expressly represented under Clauses 10.1(ff)(i) and 10.1(ll); and (ii) breach of any representation, warranty, covenant or agreement by a Vendor that the Purchaser shall not indemnify had actual knowledge of as at the Seller Indemnitees for any taxes, fines, interest and/or penalties for failure Closing Date and failed to pay taxes imposed on the Seller Indemnitees related to the tax treatment of the purchase of the Assetsgive notice thereof in accordance with Clause 6.11.