share purchase agreement - The Law Society of Saskatchewan

52settlement or of any legal, administrative or otherproceedings relating to the Third Party Liability, thenthe following provisions will apply:(i) the Purchaser, at its discretion, may assumecarriage of the settlement or of any legal,administrative or other proceedings relating to theThird Party Liability and may defend or settle theThird Party Liability on such terms as thePurchaser, acting in good faith, considersa~visable; and(ii) any cost, loss, damage or expense incurred orsuffered by the Purchaser and the Corporation inthe settlement of such Third Party Liability or theconduct of any legal, administrative or otherproceedings shall be added to the amount of theIndemnity Claim.8.3 RIGHT OF SET-OFF:Each of the Purchaser and the Corporation shall have the right tosatisfy any amount from time to time owing by it to the Vendor orthe Shareholder by way of set-off against any amount from time totime owing by the Vendor or the Shareholder to the Purchaser or theCorporation, including any amount owing to the Purchaser pursuantto the Vendor's and Shareholder's indemnification pursuant tosection 8.1 hereof.ARTICLE 9GENERAL PROVISIONS9.1 FURTHER ASSURANCES:Each of the Vendor, the Shareholder and the Purchaser herebycovenants and agrees that at any time and from time to time afterthe Closing Date it will, upon the request of the others, do,execute, acknowledge and deliver or cause to be done, executed,acknowledged and delivered all such further acts, deeds,assignments, transfers, conveyances and assurances as may berequired for the better carrying out and performance of all theterms of this Agreement.9.2 REMEDIES CUMULATIVE:The rights and remedies of the parties under this Agreement arecumulative and in addition to and not in substitution for any