Sample Share Purchase And Share Holder Agreement Page 26
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77this Agreement shall automatically terminate with no further act or conduct being
necessary or required on the part of any such Party, or any liability of any such Party, and
each of the Parties shall irrevocably be released from all obligations and liabilities
hereunder, except that, in each case
(a)
Notwithstanding any provision of this Agreement to the contrary, the provisions
under Articles/Clauses 1, 11.2, 12, 13.2, 13.3, 13.8, 13.12, 13.13 and this Clause 10.3
shall survive such termination;
(b)
Such termination shall not constitute a waiver by any Party of any obligation that
by its terms shall survive such termination pursuant to this Agreement; and
(c)
Such termination shall not constitute a waiver by any Party of any Claim it may
have for actual damages caused by reason of, or relieve any Party from liability for, any
breach of this Agreement prior to termination under Clause 10.1 hereof.
ARTICLE 11
INDEMNIFICATION
11.1
Indemnification by Government
11.2
From and after the Closing Date, subject to the remainder of this Article 11,
Government shall defend, indemnify and hold only the Strategic Partner (and no other
Person whatsoever) harmless from and against any Claim actually incurred or suffered by
the Strategic Partner (collectively, the “Strategic Partner Losses”) arising out of or
resulting from:
(a)
any breach by Government or the Company of any representation and warranty
contained in this Agreement; and
(b)
any breach by Government of any of its covenants, agreements or obligations
contained herein; provided that in no event shall Government be liable, whether in
contract, tort or otherwise for any special, indirect, incidental or consequential damages
arising out of or in connection with this Agreement, or any breach, performance or non
performance of any provision hereof.
11.2
Indemnification by the Strategic Partner and the Principals
From and after the Closing Date, subject to the remainder of this Article 11, each
of the Strategic Partner and the Principals shall defend, indemnify and hold Government
harmless from and against any Claim actually incurred or suffered by Government
(collectively, the “Government Losses”) arising out of or resulting from:
(a)
any breach by the Strategic Partner or the Principals of any representation and
warranty contained in this Agreement; and
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