Buyer hereby waives compliance by Seller under the Bulk Sales Act (Ontario) in connection with the sale by Seller to Buyer of the Purchased Assets, and Seller hereby covenants and agrees to indemnify and save harmless Buyer from and against any and all Losses suffered or incurred by Buyer as a result of or arising from the failure of Seller to comply with the requirements of such legislation in respect of the purchase and sale of the Purchased Assets, save and except to the extent that any such claim arises by virtue of the non-payment of any Assumed Liabilities.