share purchase agreement - The Law Society of Saskatchewan

50section 8.1 hereof (hereinafter, in this section, called an"Indemnity Claim").(a)(b)(c)Promptly after becoming aware of any matter that may giverise to an Indemnity Claim, the Purchaser will provide tothe Vendor and the Shareholder written notice of theIndemnity Claim specifying (to the extent thatinformation is available) the factual basis for theIndemnity Claim and the amount of the Indemnity Claim or,if an amount is not then determinable, an estimate of theamount of the Indemnity Claim, if an estimate is feasiblein the circumstances.If an Indemnity Claim relates to an alleged liability ofthe Corporation to any other person (hereinafter, in thissection, called a "Third Party Liability"), includingwithout limitation any governmental or regulatory body orany taxing authority, which is of a nature such that theCorporation is required by applicable law to make apayment to a third party before the relevant procedurefor challenging the existence or quantum of the allegedliability can be implemented or completed, then theCorporation or the Purchaser may, notwithstanding theprovisions of paragraphs (c) and (d) of this section,make such payment or cause the Corporation to make suchpayment and forthwith demand reimbursement for suchpayment from the Vendor and the Shareholder in accordancewith this Agreement; provided that, if the allegedliability to the third party as finally determined uponcompletion of settlement negotiations or related legalproceedings is less than the amount which is paid by theVendor and the Shareholder in respect of the relatedIndemnity Claim, then the Corporation or the Purchaser,as the case may be, shall forthwith following the finaldetermination pay to the Vendor and the Shareholder theamount by which the amount of the liability as finallydetermined is less than the amount which is so paid bythe Vendor and the Shareholder.The Purchaser shall not negotiate, settle, compromise orpay (except in the case of payment of a judgment) anyThird Party Liability as to which it proposes to assertan Indemnity Claim, except with the prior consent of theVendor and the Shareholder (which consent shall not beunreasonably withheld or delayed), unless there is areasonable possibility that such Third Party Liabilitymay materially and adversely affect the Business, theCondition of the Corporation or the Purchaser, in whichcase the Purchaser shall have the right, after notifyingthe Vendor and the Shareholder, to negotiate, settle,compromise or pay such Third Party Liability withoutprejudice to its rights of indemnification hereunder.