share purchase agreement - The Law Society of Saskatchewan

)49ARTICLE 8INDEMNIFICATION ANDSET-OFF8.1 INDEMNITY BY THE VENDOR AND THE SHAREHOLDER:(1) The Vendor and the Shareholder hereby jointly andseverally agree to indemnify and save the Purchaserharmless from and against any claims, demands, actions,causes of action, damage, loss, deficiency, cost,liability and expense which may be made or broughtagainst the Purchaser or which the Purchaser may sufferor incur as a result of, in respect of or arising out of:(a) any non-performance or non-fulfilment of anycovenant or agreement on the part of the Vendor orthe Shareholder contained in this Agreement or inany document given in order to carry out thetransactions contemplated hereby:(b)any misrepresentation, inaccuracy, incorrectness orbreach of any representation or warranty made bythe Vendor or the Shareholder contained in thisAgreement or contained in any document orcertificate given in order to carry out thetransactions contemplated hereby: and(c) all costs and expenses including, withoutlimitation, legal fees on a solicitor-and-clientbasis, incidental to or in respect of theforegoing.(2) The obligations of indemnification by the Vendor and theShareholder pursuant to paragraph (1) of this sectionwill be:(a)(b)(c)subject to the limitations referred to in section4. 1 hereof with respect to the survival of therepresentations and warranties by the Vendor andthe Shareholder;[subject to the limitations referred to in section4.3 hereof, and]subject to the provisions of section 8.2 hereof.8.2 PROVISIONS RELATING TO INDEMNITY CLAIMS:The following provisions will apply to any claim by the Purchaserfor indemnification by the Vendor and the Shareholder pursuant to