A SOLICITOR-CLIENT BASIS), PENALTIES AND EXPENSES OF
WHATSOEVER NATURE (COLLECTIVELY CALLED THE "DAMAGES") SUFFERED BY, INCURRED BY
OR WHICH MAY BE BROUGHT AGAINST THE PURCHASER DIRECTLY OR INDIRECTLY (WHETHER
BY, THROUGH OR AGAINST THE CORPORATION OR OTHERWISE) AS A RESULT OF OR ARISING
OUT OF ANY BREACH OF THE REPRESENTATIONS OR WARRANTIES AS CONTAINED IN THIS
AGREEMENT.
(B)
THE LIABILITY OF THE VENDORS AND THE INDEMNITY HEREBY GRANTED
BY THE VENDORS TO THE PURCHASER SHALL NOT EXTEND TO ANY DAMAGES TO THE EXTENT
THAT THE SAME ARE REIMBURSED (OR REIMBURSABLE) BY INSURANCE MAINTAINED BY THE
CORPORATION.
4.2
INDEMNIFICATION OF THE VENDORS
The Purchaser, in respect of the representations and warranties made or given by
the Purchaser, agrees to indemnify and save harmless the Vendors from any
Damages suffered by, incurred by or which may be brought against the Vendors
directly or indirectly as a result of or arising out of any breach of any of
their respective representations or warranties of the Purchaser contained in
this Agreement.
4.3
SURVIVAL
(A)
THE REPRESENTATIONS AND WARRANTIES OF THE CORPORATION AND THE
VENDORS CONTAINED IN ARTICLE III SHALL BE TRUE AND CORRECT AS OF THE DATE OF
THIS AGREEMENT AND AS OF THE CLOSING DATE, SHALL SURVIVE THE COMPLETION OF THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND NOTWITHSTANDING SUCH COMPLETION
SHALL CONTINUE IN FULL FORCE AND EFFECT FOR THE BENEFIT OF THE VENDORS OR THE
PURCHASER, AS THE CASE MAY BE FOR A PERIOD OF TWO (2) YEARS FROM THE CLOSING
DATE AND NOTICE OF ANY CLAIM IN RESPECT THEREOF SHALL BE MADE WITHIN SUCH TWO
(2) YEAR PERIOD;
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(B)
IT IS FURTHER AGREED AND UNDERSTOOD THAT THE FURNISHING OF
INFORMATION TO THE PURCHASER PRIOR TO CLOSING OR ANY DUE DILIGENCE
INVESTIGATIONS BY THE PURCHASER PRIOR TO CLOSING SHALL NOT AFFECT THE
PURCHASER'S RIGHTS TO RELY ON THE REPRESENTATIONS AND WARRANTIES MADE BY THE
VENDORS IN THIS AGREEMENT.
IT IS FURTHER AGREED AND UNDERSTOOD THAT THE
FURNISHING OF INFORMATION TO THE VENDORS PRIOR TO CLOSING OR ANY DUE DILIGENCE
INVESTIGATIONS BY THE VENDORS PRIOR TO CLOSING SHALL NOT AFFECT THE VENDORS'
RIGHTS TO RELY ON THE REPRESENTATIONS AND WARRANTIES MADE BY THE PURCHASER IN
THIS AGREEMENT.
4.4
CLAIM FOR INDEMNITY
The following provisions will apply to any claim by the Purchaser or the Vendors
for indemnification pursuant to Sections 4.1 and 4.2 hereof (hereinafter, in
this Section 4.4 called an "Indemnity Claim").
(A)
THE PARTIES TO THIS AGREEMENT COVENANT AND AGREE THAT IF A
PARTY (THE "CLAIMING PARTY") HAS A CLAIM FOR DAMAGES PURSUANT TO SECTION 4.1 OR
4.2, THEN THE CLAIMING PARTY SHALL DELIVER WRITTEN NOTICE OF SUCH CLAIM TO THE
PARTY FROM WHOM INDEMNIFICATION FOR DAMAGES WILL BE SOUGHT (THE "PAYING PARTY")
AS SOON AS POSSIBLE AFTER THE CLAIMING PARTY BECOMES AWARE OF SUCH CLAIM.
SUCH
NOTICE SHALL CONTAIN A DETAILED DESCRIPTION OF THE CLAIM INCLUDING A REFERENCE
TO THE COVENANT, REPRESENTATION OR WARRANTY ALLEGED TO HAVE BEEN BREACHED;
PROVIDED, HOWEVER, THE FAILURE OF THE CLAIMING