Common use of Indemnification by Vendor Clause in Contracts

Indemnification by Vendor. (a) Subject to Section 17.6, in the event that the transactions herein contemplated are completed at the Closing, the Vendor hereby agrees to indemnify and hold the Purchaser harmless from and against any loss, damage, claim, Legal Proceeding, deficiency or expense, including all out-of-pocket costs, and including, without limitation, all reasonable legal and accounting fees, relating to, arising from or in connection with the following matters: (i) any misrepresentation or breach of any warranty, obligation, covenant or agreement of the Vendor contained in this Agreement or in any agreement, certificate, affidavit, statutory declaration or other document delivered or given pursuant to this Agreement; (ii) any assertion against the Purchaser of any claim or liability relating to the Business which arises from a liability of the Business or the operation of the Business by the Vendor and is not part of the Assumed Liabilities; (iii) non-compliance with any applicable Bulk Sales Legislation, except for any loss, damage, claim, Legal Proceeding, deficiency or expense resulting from the failure of the Purchaser to pay or discharge in due course those liabilities of the Purchased Business to be assumed by the Purchaser as provided in Section 5.1; and (iv) any claims (including claims for severance, notice of termination, breach of contract, constructive dismissal or damages in connection therewith) relating to the employment of any of the employees of the Business or the termination of any of such employees by the Vendor, arising from facts up to the Effective Time, provided that (A) the Vendor shall not be liable for any claims relating to Assumed Liabilities; and (B) except as provided in Section 12.1(c) the Vendor shall not be liable for any claims which relate to the termination of employment or constructive dismissal of any Transferred Employee. (b) The obligation of the Vendor to indemnify the Purchaser as set forth in paragraph (a) of this Section 17 with respect to any misrepresentation or breach of warranty shall be subject to Section 9.1.

Indemnification by Vendor. (a) Subject Without duplication, subject to Section 17.6the other terms and conditions of this Article 8, in from and after the event that the transactions herein contemplated are completed at the ClosingClosing Date, the Vendor hereby agrees to shall indemnify Purchaser against, and shall hold the Purchaser harmless from and against against, any lossand all Losses incurred or sustained by, damageor imposed upon, claim, Legal Proceeding, deficiency or expense, including all out-of-pocket costs, and including, without limitation, all reasonable legal and accounting fees, relating toPurchaser based upon, arising from out of, with respect to or in connection with the following mattersby reason of: (ia) any misrepresentation inaccuracy in or breach of any warranty, obligation, covenant representation or agreement of the warranty made by Vendor contained in this Agreement or in any agreement, certificate, affidavit, statutory declaration or other document delivered or given pursuant to this Agreement; (ii) any assertion against the Purchaser of any claim or liability relating to the Business which arises from a liability as of the Business or the operation date of the Business by the Vendor and is not part of the Assumed Liabilities; this Agreement (iii) non-compliance with any applicable Bulk Sales Legislation, except for any loss, damage, claim, Legal Proceeding, deficiency or expense resulting from the failure of the Purchaser to pay or discharge in due course those liabilities of the Purchased Business to be assumed by the Purchaser as provided in Section 5.1; and (iv) any claims (including claims for severance, notice of termination, breach of contract, constructive dismissal or damages in connection therewith) relating to the employment of any of the employees of the Business or the termination of any of such employees by the Vendor, arising from facts up to the Effective Time, provided that without giving effect to: (A) any update of or modification to the Vendor shall not be liable for any claims relating Disclosure Schedule made or purported to Assumed Liabilitieshave been made on or after the date of this Agreement; and or (B) except as provided in Section 12.1(c) the Vendor shall not be liable for any claims which relate ), solely with respect to the termination of employment or constructive dismissal calculation of any Transferred Employee.Losses attributable to any such inaccuracy or breach, any materiality, Material Adverse Effect or similar qualifications limiting the scope of such representation or warranty); (b) The any inaccuracy in or breach of any representation or warranty made by Vendor: (A) in this Agreement as if such representation or warranty was made at and as of the Closing Time; or (B) in the Vendor Closing Certificate (in each case, without giving effect to: (1) any update of or modification to the Disclosure Schedule made or purported to have been made on or after the date of this Agreement; or (2), solely with respect to the calculation of any Losses attributable to any such inaccuracy or breach, any materiality, Material Adverse Effect or similar qualifications limiting the scope of such representation or warranty); (c) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Vendor under this Agreement and in the other Transaction Documents; (d) subject to Section 2.8(a) and Section 2.8(c) and except for Non-Income Taxes attributable to the Business with respect to the Interim Tax Period, (i) all Taxes of the Vendor with respect to indemnify any Pre-Closing Period, (ii) all Taxes of any Person other than the Vendor for which the Vendor is liable pursuant to Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or non-U.S. law) as a result of the Vendor and such Person being members of the same consolidated, combined, unitary or similar Tax group prior to Closing, or (iii) any Taxes, with respect to any Pre-Closing Period, of any Person other than the Vendor for which the Vendor is liable (A) as a transferee or successor or otherwise by operation of law as a result of a merger or other transaction occurring prior to Closing or (B) as a result of a Contract entered into by the Vendor prior to Closing, but excluding, in each case, any Purchaser Closing Date Taxes; (e) except as set forth in paragraph (a) of this Section 17 2.3(d), all obligations and liabilities with respect to any misrepresentation or breach Transferred Employee prior to the Closing; or (f) regardless of warranty shall be subject to Section 9.1the disclosure of any matter set forth in the Disclosure Schedule, any Excluded Liability.

Indemnification by Vendor. (a) Subject to Section 17.6From and after Closing during the Indemnification Period, in the event that the transactions herein contemplated are completed at the ClosingVendor shall hold harmless, the Vendor hereby agrees to defend, indemnify and hold pay for the defense of each of the Purchaser harmless Indemnitees from and against any loss, damage, claim, Legal Proceeding, deficiency or expense, including all out-of-pocket costsagainst, and includingshall compensate and reimburse each of the Purchaser Indemnitees for, without limitation, all reasonable legal any Damages which are suffered or incurred by any of the Purchaser Indemnitees or to which any of the Purchaser Indemnitees may otherwise become subject (regardless of whether or not such Damages relate to any third-party claim) and accounting fees, relating to, arising which arise from or in connection with the following mattersas a result of, or are connected with: (i) any misrepresentation inaccuracy in or breach of any warranty, obligation, covenant representation or agreement of the Vendor contained warranty set forth in this Agreement Article 3 hereunder or in any agreement, certificate, affidavit, statutory declaration or other document certificate delivered or given pursuant to by Vendor in connection with this Agreement; (ii) any assertion against the Purchaser breach of any claim covenant or liability relating to the Business which arises from a liability obligation of the Business or the operation of the Business by the Vendor and is not part of the Assumed Liabilitieshereunder; (iii) non-compliance with any applicable Bulk Sales Legislation, except for any loss, damage, claim, Legal Proceeding, deficiency or expense Proceeding resulting from the failure items referred to in clause (i) or (ii) above (including any Legal Proceeding commenced by any Purchaser Indemnitee for the purpose of enforcing any of its rights under this Section 9.1 if such Purchaser Indemnitee is the Purchaser to pay or discharge prevailing party in due course those liabilities of the Purchased Business to be assumed by the Purchaser as provided in Section 5.1; andany such Legal Proceeding); (iv) any claims third party claim commenced after the Closing Date which alleges (including claims for severancei) that the Purchased Software, notice Trademarks, or any other right or property acquired by Purchaser hereunder, infringe any U.S. or Canadian copyright, trademark, trade secret right, patent right that has been issued as of terminationthe Effective Date, breach or other proprietary right. The foregoing indemnification does not extend to any claim arising out of contract, constructive dismissal or damages in connection therewith) relating a modification by Purchaser to the employment Purchased Software to the extent such claim would not have arisen had such modification not been made or the combination of any portion of the employees of the Business Purchased Software with any other software or the termination of any of such employees by the Vendor, arising from facts up to the Effective Time, provided that (A) the Vendor shall not be liable for any claims relating to Assumed Liabilities; and (B) except as provided in Section 12.1(c) the Vendor shall not be liable for any claims which relate to the termination of employment or constructive dismissal of any Transferred Employeehardware product. THE FOREGOING STATES THE ENTIRE LIABILITY AND OBLIGATIONS OF VENDOR AND THE EXCLUSIVE REMEDY OF PURCHASER WITH RESPECT TO ANY ALLEGED INTELLECTUAL PROPERTY INFRINGEMENT BY THE PURCHASED SOFTWARE. (b) The obligation obligations of indemnification by the Vendor pursuant to indemnify Section 9.1(a) are: (i) subject to the Purchaser as set forth limitations referred to in paragraph (a) of this Section 17 5.3 with respect to any misrepresentation or breach the survival of warranty shall be the representations and warranties by the Purchaser; (ii) subject to Section 9.1the limitations referred to in section 6.2 ; and (iii) subject to the provisions of sections 9.3, 9.4, 9.5 and 9.6.

Indemnification by Vendor. (a) Subject to Section 17.6Vendor will defend, in the event that the transactions herein contemplated are completed at the Closingindemnify, the Vendor hereby agrees to indemnify and hold the Purchaser harmless WVUS, its Affiliates, and their respective directors, officers, employees and agents (each a “WVUS Indemnified Party”) from and against any loss, damage, claim, Legal Proceeding, deficiency all Claims to the extent that such Claims arise out of or expense, including all out-of-pocket costs, and including, without limitation, all reasonable legal and accounting fees, relating relate to, arising from or in connection with the following matters: (i) any misrepresentation or : The breach of any warrantyrepresentation, obligation, warranty or covenant or agreement of the by Vendor contained in this Agreement Agreement. The negligent or will acts or omissions of Vendor or its Subcontractors resulting in any agreementbodily injury or death to any person or loss, certificateor damage to tangible or intangible property. Vendor’s (or Subcontractor’s) infringement, affidavit, statutory declaration misuse or other document delivered or given pursuant to this Agreement; (ii) any assertion against the Purchaser misappropriate of any claim third-party IP rights. Vendor’s (or Subcontractor’s) failure to comply with applicable laws, rules, or regulations. However, Vendor will have no liability relating under this Section to the Business which arises from a liability of the Business or the operation of the Business by the Vendor and is not part of the Assumed Liabilities; (iii) non-compliance with any applicable Bulk Sales Legislation, except for any loss, damage, claim, Legal Proceeding, deficiency or expense resulting comparative extent that Claims result from the negligent or willful acts of a WVUS Indemnified Party. Indemnification by WVUS. WVUS will defend, indemnify, and hold harmless Vendor, its Affiliates, and their respective directors, officers, employees and agents (each a “Vendor Indemnified Party”) from and against all Claims to the extent that such Claims arise out of or relate to: The breach of any representation warranty by WVUS related to intellectual property. The negligent or willful actus or omissions of WVUS resulting in any bodily injury or death to any person, or loss or damage to tangible or intangible property. WVUS’s failure to comply with applicable laws, rules, or regulations. However, WVUS will have no liability under this Section to the comparative extent that Claims result from the negligent or willful acts of a Vendor Indemnified Party. Indemnification Procedures. The Indemnified party shall provide the Purchaser to pay or discharge in due course those liabilities of Indemnifying party with the Purchased Business to be assumed by the Purchaser as provided in Section 5.1; and (iv) any claims (including claims for severance, following: Reasonably prompt notice of termination, breach of contract, constructive dismissal or damages in connection therewith) relating Claims. Permission to answer and defend Claims through mutually acceptable counsel. Reasonable information and assistance to help the employment of any of indemnifying party defend Claims at the employees of the Business or the termination of any of such employees by the Vendor, arising from facts up to the Effective Time, provided that (A) the Vendor shall not be liable for any claims relating to Assumed Liabilities; and (B) except as provided in Section 12.1(c) the Vendor shall not be liable for any claims which relate to the termination of employment or constructive dismissal of any Transferred Employeeindemnifying party’s expense. (b) The obligation of the Vendor to indemnify the Purchaser as set forth in paragraph (a) of this Section 17 with respect to any misrepresentation or breach of warranty shall be subject to Section 9.1.

Indemnification by Vendor. (a) Subject to Section 17.6Vendor will defend, in the event that the transactions herein contemplated are completed at the Closing, the Vendor hereby agrees to indemnify and hold the Purchaser harmless WVUS, its Affiliates, and their respective directors, officers, employees and agents (each a “WVUS Indemnified Party”) from and against any loss, damage, claim, Legal Proceeding, deficiency all Claims to the extent that such Claims arise out of or expense, including all out-of-pocket costs, and including, without limitation, all reasonable legal and accounting fees, relating relate to, arising from or in connection with the following matters: (i) any misrepresentation or : The breach of any warrantyrepresentation, obligation, warranty or covenant or agreement of the by Vendor contained in this Agreement Agreement. The negligent or will acts or omissions of Vendor or its Subcontractors resulting in any agreementbodily injury or death to any person or loss, certificateor damage to tangible or intangible property. Vendor’s (or Subcontractor’s) infringement, affidavit, statutory declaration misuse or other document delivered or given pursuant to this Agreement; (ii) any assertion against the Purchaser misappropriate of any claim third-party IP rights. Vendor’s (or Subcontractor’s) failure to comply with applicable laws, rules or regulations. However, Vendor will have no liability relating under this Section to the Business which arises from a liability of the Business or the operation of the Business by the Vendor and is not part of the Assumed Liabilities; (iii) non-compliance with any applicable Bulk Sales Legislation, except for any loss, damage, claim, Legal Proceeding, deficiency or expense resulting comparative extent that Claims result from the negligent or willful acts of a WVUS Indemnified Party. Indemnification by WVUS. WVUS will defend, indemnify and hold harmless Vendor, its Affiliates, and their respective directors, officers, employees and agents (each a “Vendor Indemnified Party”) from and against all Claims to the extent that such Claims arise out of or relate to: The breach of any representation warranty by WVUS related to intellectual property. The negligent or willful actus or omissions of WVUS resulting in any bodily injury or death to any person, or loss or damage to tangible or intangible property. WVUS’s failure to comply with applicable laws, rules or regulations. However, WVUS will have no liability under this Section to the comparative extent that Claims result from the negligent or willful acts of a Vendor Indemnified Party. Indemnification Procedures. The Indemnified party shall provide the Purchaser to pay or discharge in due course those liabilities of Indemnifying party with the Purchased Business to be assumed by the Purchaser as provided in Section 5.1; and (iv) any claims (including claims for severance, following: Reasonably prompt notice of termination, breach of contract, constructive dismissal or damages in connection therewith) relating Claims. Permission to answer and defend Claims through mutually acceptable counsel. Reasonable information and assistance to help the employment of any of indemnifying party defend Claims at the employees of the Business or the termination of any of such employees by the Vendor, arising from facts up to the Effective Time, provided that (A) the Vendor shall not be liable for any claims relating to Assumed Liabilities; and (B) except as provided in Section 12.1(c) the Vendor shall not be liable for any claims which relate to the termination of employment or constructive dismissal of any Transferred Employeeindemnifying party’s expense. (b) The obligation of the Vendor to indemnify the Purchaser as set forth in paragraph (a) of this Section 17 with respect to any misrepresentation or breach of warranty shall be subject to Section 9.1.

Indemnification by Vendor. Vendor agrees to defend, indemnify and hold harmless, COLMEI and its affiliates and their directors, officers, employees, and agents (each, a “COLMEI Indemnitee”) from and against all claims, actions, losses, expenses, damages or other liabilities, including reasonable attorneys’ fees (collectively, “Damages”) incurred by or assessed against any of the foregoing, but solely to the extent the same arise out of third-party claims relating to: (a) Subject any actual or threatened injury or damage to Section 17.6any person or property caused, in or alleged to be caused, by a Product sold by Vendor to COLMEI hereunder, but solely to the event that the transactions herein contemplated are completed at the Closing, the extent such injury or damage has been caused by negligence or willful misconduct of Vendor hereby agrees to indemnify and hold the Purchaser harmless from and against any loss, damage, claim, Legal Proceeding, deficiency or expense, including all out-of-pocket costs, and including, without limitation, all reasonable legal and accounting fees, relating to, arising from or in connection with the following matters: (i) any misrepresentation or a breach by Vendor of any warranty, obligation, covenant or agreement of the Vendor contained in this Agreement or in any agreement, certificate, affidavit, statutory declaration the applicable Purchase Order where such injury or other document delivered or given pursuant to this Agreementdamage is a reasonably foreseeable consequence of such breach; (iib) any assertion against infringement of the Purchaser intellectual property rights of any claim or liability relating third party but solely to the Business which arises from extent that such infringement is caused by a liability process that Vendor uses to manufacture, assemble and/or test the Products or by Vendor Supplied Materials; provided that, Vendor shall not have any obligation to indemnify COLMEI, if such claim would not have arisen but for Vendor’s manufacture, assembly or test of the Business or Product in accordance with the operation of specific instructions provided by COLMEI but not the Business method selected by the Vendor and is not part of the Assumed Liabilities;to carry out such instructions; or (iiic) non-compliance with any applicable Bulk Sales Legislation, except for any loss, damage, claim, Legal Proceeding, deficiency Environmental Regulations but solely to the extent that such non-compliance is caused by or expense resulting from the failure of the Purchaser to pay or discharge in due course those liabilities of the Purchased Business to be assumed by the Purchaser as provided in Section 5.1; and (iv) any claims (including claims for severance, notice of termination, breach of contract, constructive dismissal or damages in connection therewith) relating with a process that Vendor uses to manufacture the employment of any of the employees of the Business Products or the termination of any of such employees by the Vendor, arising from facts up to the Effective Time, Production Materials or Vendor Supplied Materials; provided that (A) the , Vendor shall not be liable have any obligation to indemnify COLMEI if such claim would not have arisen but for any claims relating to Assumed Liabilities; and (B) except as provided in Section 12.1(c) the Vendor shall not be liable for any claims which relate to the termination of employment COLMEI’s manufacture, assembly or constructive dismissal of any Transferred Employee. (b) The obligation test of the Product in accordance with the Specifications or specific instructions provided by COLMEI but not the method selected by Vendor to indemnify the Purchaser as set forth in paragraph (a) of this Section 17 with respect to any misrepresentation meet such Specifications or breach of warranty shall be subject to Section 9.1carry out such instructions.

Indemnification by Vendor. (a) Subject VENDOR agrees to Section 17.6indemnify, defend and hold harmless Eclipsys from any claim asserted or suit or proceeding that VENDOR's Software infringes a U.S. patent, trademark, copyright or trade secret of a third party, provided VENDOR is given prompt written notice of, and full and complete authority, information and assistance in the defense of, such claim, suit or proceeding. VENDOR shall pay all damages and costs awarded against Eclipsys in such suit or proceeding, but VENDOR shall not be responsible for the cost of any settlement or any such claim, suit or proceeding made without the written consent of VENDOR. In addition, and at the option and expense of VENDOR, VENDOR may, at any time after such claim has been asserted, and shall in the event that the transactions herein contemplated are completed at the Closing, the Vendor hereby agrees to indemnify and hold the Purchaser harmless from and against any loss, damage, claim, Legal Proceeding, deficiency or expense, including all out-of-pocket costs, and including, without limitation, all reasonable legal and accounting fees, relating to, arising from or in connection with the following matters: (i) any misrepresentation or breach of any warranty, obligation, covenant or agreement of the Vendor contained in this Agreement or VENDOR's Software is in any agreementsuch suit or proceeding held to constitute infringement and the use of that VENDOR's Software is enjoined, certificate, affidavit, statutory declaration either procure for Eclipsys customers who have sub-licensed VENDOR's Software the right to continue using that VENDOR's Software or other document delivered replace or given pursuant to this Agreement; (ii) any assertion against the Purchaser of any claim or liability relating to the Business which arises from a liability of the Business or the operation of the Business by the Vendor and is not part of the Assumed Liabilities; (iii) modify that VENDOR's Software so that it becomes non-compliance with any applicable Bulk Sales Legislation, except for any loss, damage, claim, Legal Proceeding, deficiency or expense resulting from the failure of the Purchaser to pay or discharge in due course those liabilities of the Purchased Business to be assumed by the Purchaser as provided in Section 5.1; and (iv) any claims (including claims for severance, notice of termination, breach of contract, constructive dismissal or damages in connection therewith) relating to the employment of any of the employees of the Business or the termination of any of such employees by the Vendor, arising from facts up to the Effective Timeinfringing, provided that (A) that such replacement or modified VENDOR's Software has the Vendor same functional characteristics as the infringing VENDOR's Software. VENDOR shall not be liable for to Eclipsys under the terms of this paragraph or otherwise if any claims relating to Assumed Liabilities; and (B) except as provided in Section 12.1(c) infringement or claim is based upon the Vendor shall not be liable for any claims which relate to the termination of employment or constructive dismissal use of any Transferred Employee. (b) The obligation VENDOR's Software in violation of the Vendor License Agreement attached hereto. Eclipsys may engage its own counsel at its own expense to indemnify advise Eclipsys in connection with any such claim, suit or proceeding, but VENDOR shall at all times retain the Purchaser as set forth in paragraph (a) full right and authority to control the defense of any such claim suit or proceeding. The provisions of this Section 17 shall survive the termination or expiration of this Agreement. Notwithstanding any provision of this Agreement to the contrary, this indemnification paragraph of this Agreement states the entire liability of VENDOR for the infringement of any patent, copyright, trademark or trade secret rights. 10.1. In addition, VENDOR agrees to defend, indemnify and hold Eclipsys harmless from and with respect to any misrepresentation or breach and all damages liability whatsoever (including attorney fees and cost) associated with any Eclipsys customers use of warranty shall be subject VENDOR's Software. This indemnification includes all VENDOR's Software licensed by Eclipsys to Section 9.1an Eclipsys customers using Eclipsys Software License prior to the date of this Agreement.

Indemnification by Vendor. (a) 6.1.1 Subject to Section 17.6this Article 6, in the event that if the transactions herein contemplated by this Agreement are completed at the Closingconsummated, the Vendor hereby agrees to indemnify and hold the Purchaser harmless from and against and in respect of any loss, damage, claim, Legal Proceeding, deficiency cost or expenseexpense whatsoever, including any and all incremental out-of-pocket costs, and including, without limitation, all reasonable legal and accounting fees, relating towhich the Purchaser or the Company, arising from as the case may be, may incur, suffer or be required to pay, pursuant to or in defence or prosecution of any claim, demand, action, suit, litigation, change, complaint, prosecution, appeal or other proceeding (collectively, a "Claim") that may be made or asserted against or affect the Purchaser, or the Company provided, however, that the subject matter of any such Claim relates to or arises out of or in connection with the following matters: (i1) any misrepresentation or breach of any warranty, obligationagreement, covenant or agreement obligation of the Vendor contained in this Agreement or in any agreement, certificateschedule, affidavit, statutory declaration certificate or other document required to be entered into or delivered or given pursuant to this Agreementby the Vendor; (ii2) any assertion against reassessment of the Company or any Subsidiary for income, corporate, realty or business taxes (and all interest and/or penalties relating thereto) in respect of which tax returns have been filed before the Closing Time which result in the payment of tax in excess of the amount already paid on such returns for the periods of such returns; (3) any guarantee given by the Purchaser of any claim or liability relating to the Business which arises from a liability obligations of the Business or the operation Vendor and/or Affiliates of the Business by Vendor (other than the Vendor Company and is not part of the Assumed Liabilities; (iii) non-compliance with any applicable Bulk Sales Legislation, except for any loss, damage, claim, Legal Proceeding, deficiency or expense resulting from the failure of the Purchaser to pay or discharge in due course those liabilities of the Purchased Business to be assumed by the Purchaser as provided in Section 5.1; and (iv) any claims (including claims for severance, notice of termination, breach of contract, constructive dismissal or damages in connection therewith) relating to the employment of any of the employees of the Business or the termination of any of such employees by the Vendor, arising from facts up to the Effective Time, provided that (A) the Vendor shall not be liable for any claims relating to Assumed Liabilities; and (B) except as provided in Section 12.1(c) the Vendor shall not be liable for any claims which relate to the termination of employment or constructive dismissal of any Transferred EmployeeSubsidiary). (b) 6.1.2 The obligation of the Vendor to indemnify the Purchaser as set forth in paragraph (aSection 6.1.1(a) of this Section 17 with respect to for any misrepresentation loss, damage, claim, cost or breach of warranty expense shall be subject to the limitation period referred to in Section 9.14.4 with respect to survival of representations and warranties. In addition, the obligation of the Vendor to indemnify the Purchaser as set forth herein shall only be in respect of any loss, damage, claim or cost or expense that may have arisen or incurred during the time period in which the Vendor had sole ownership of the Company, being from October 1, 1996 to the Closing Date and which loss, damage, claim, cost or expense is in excess of $15,000.

Indemnification by Vendor. (a) Subject to Section 17.6the terms and conditions set forth herein, in Vendor shall, at its cost and expense, (i) defend, or at its option, settle any claim brought against Customer and its respective directors, officers and employees (“Customer Indemnitee(s)”) by a third party alleging that any use of the event that Service and/or the transactions herein contemplated are completed at Product infringes or violates any third party intellectual property right (the Closing“Claim”), the Vendor hereby agrees to and (ii) pay, indemnify and hold the Purchaser Customer Indemnitees harmless from any settlement of the Claim or any damages awarded to such third party as a result of the Claim; provided that Customer Indemnitee(s): (A) give Vendor prompt written notice of the Claim; and against any loss, damage, claim, Legal Proceeding, deficiency (B) permit Vendor to solely control and direct the defense or expense, including all out-of-pocket costs, settlement of the Claim; and including, without limitation, (C) provide Vendor all reasonable legal and accounting fees, relating to, arising from or assistance in connection with the following matters: (i) any misrepresentation defense or breach of any warranty, obligation, covenant or agreement settlement of the Vendor contained Claim, at Vendor’s cost and expense. Customer may participate in this Agreement or in any agreement, certificate, affidavit, statutory declaration or other document delivered or given pursuant to this Agreement; (ii) any assertion against the Purchaser of any claim or liability relating to the Business which arises from a liability of the Business or the operation of the Business by the Vendor defense and is not part of the Assumed Liabilities; (iii) non-compliance with any applicable Bulk Sales Legislation, except for any loss, damage, claim, Legal Proceeding, deficiency or expense resulting from the failure of the Purchaser to pay or discharge in due course those liabilities of the Purchased Business to be assumed by the Purchaser as provided in Section 5.1; and (iv) any claims (including claims for severance, notice of termination, breach of contract, constructive dismissal or damages in connection therewith) relating to the employment of any of the employees of the Business or the termination of any of such employees by the Vendor, arising from facts up to the Effective Time, provided that (A) the Vendor shall not be liable for any claims relating to Assumed Liabilities; and (B) except as provided in Section 12.1(c) the Vendor shall not be liable for any claims which relate to the termination of employment or constructive dismissal of any Transferred Employeesettlement at Customer’s sole expense. (b) The obligation If a Claim occurs, or in Vendor’s opinion is reasonably likely to occur, Vendor, at its expense and at its sole discretion, may, in addition to its indemnification obligations hereunder: (i) procure the right to allow Customer to continue to use the Service and/or the applicable Product; or (ii) modify or replace the applicable Product or infringing portions thereof to become non- infringing; or (iii) if neither (i) nor (ii) is commercially practicable, terminate Customer’s access to the affected portion of the applicable Product and, as applicable, refund any prepaid fees paid by Customer corresponding to such Product, covering the remainder of the term of the terminated subscription. (c) Notwithstanding the foregoing, Vendor to indemnify the Purchaser as set forth in paragraph (a) of shall have no obligation under this Section 17 to the extent any Claim is based upon, arises out of or related to: (i) any modification or alteration to the applicable Product not made by or on behalf of Vendor; and/or (ii) any combination or use of the applicable Product with respect any third party equipment, products or systems that are not expressly permitted by Vendor under this Agreement, to any misrepresentation the extent that the Claim is based on such combination or breach use; and/or (iii) Customer’s continuance of warranty shall be subject allegedly infringing activity a reasonable period after being notified thereof; and/or (v) damages attributable to Section 9.1the value of the use of a non-Vendor product or service; and/or (vi) use of the applicable Software not in accordance with the applicable Documentation or outside the scope of the subscription granted under this Agreement. (d) TO THE EXTENT PERMITTED BY LAW, THE PROVISIONS OF THIS SECTION 7.1 STATE THE ENTIRE LIABILITY AND OBLIGATIONS OF VENDOR, AND THE EXCLUSIVE REMEDY OF CUSTOMER, WITH RESPECT TO THE INFRINGEMENT OF ANY PATENT, COPYRIGHT, TRADEMARK, TRADE SECRET OR OTHER INTELLECTUAL PROPERTY RIGHT BY THE SERVICE OR THE PRODUCTS. NOTWITHSTANDING THE FOREGOING, VENDOR DOES NOT EXCLUDE LIABILITY TO THE EXTENT THAT SUCH LIABILITY MAY NOT BE EXCLUDED OR LIMITED BY APPLICABLE LAW UNDER THE JURISDICTION IN WHICH THE CUSTOMER IS LOCATED, DOING BUSINESS OR OTHERWISE BECOMES SUBJECT TO.

Indemnification by Vendor. (a) Subject to Section 17.6, in the event that the transactions herein contemplated are completed at the Closing, the The Vendor hereby agrees to indemnify and hold save harmless the Purchaser harmless from and against any loss, damage, claim, Legal Proceeding, deficiency all Losses suffered or expense, including all out-of-pocket costs, and including, without limitation, all reasonable legal and accounting fees, relating to, incurred by the Purchaser as a result of or arising from directly or indirectly out of or in connection with the following matterswith: (ia) any misrepresentation breach by the Vendor or breach the Corporation or any of its subsidiaries of or any inaccuracy of any warranty, obligation, covenant representation or agreement warranty of the Vendor contained in this Agreement or in any agreement, certificate, affidavit, statutory declaration certificate or other document delivered or given pursuant to this Agreement; hereto (ii) any assertion against the Purchaser of any claim or liability relating to the Business which arises from a liability of the Business or the operation of the Business by the Vendor and is not part of the Assumed Liabilities; (iii) non-compliance with any applicable Bulk Sales Legislation, except for any loss, damage, claim, Legal Proceeding, deficiency or expense resulting from the failure of the Purchaser to pay or discharge in due course those liabilities of the Purchased Business to be assumed by the Purchaser as provided in Section 5.1; and (iv) any claims (including claims for severance, notice of termination, breach of contract, constructive dismissal or damages in connection therewith) relating to the employment of any of the employees of the Business or the termination of any of such employees by the Vendor, arising from facts up to the Effective Time, provided that (A) that the Vendor shall not be liable required to indemnify or save harmless the Purchaser in respect of any breach or inaccuracy of any representation or warranty unless the Purchaser shall have provided notice to the Vendor in accordance with section 9.3 on or prior to the expiration of the applicable time period relate to such representation and warranty set out in section 5.1); (b) any breach or nonperformance by the Vendor or the Corporation or any of its subsidiaries of any covenant to be performed by it that is contained in this Agreement or in any agreement, certificate or other document delivered pursuant hereto; (c) all debts, liabilities or contracts whatsoever (whether accrued, absolute, contingent or otherwise) of the Corporation or any of its subsidiaries existing at the Time of Closing, including any liabilities for federal, provincial, sales, excise, income, corporate or any other taxes of the Corporation or any of its subsidiaries for any claims relating period up to Assumed Liabilitiesand including the Time of Closing, and not disclosed on, provided for or included in the balance sheets forming part of the Financial Statements, except those liabilities: (i) disclosed in this Agreement or any Schedule hereto or in any disclosures; or (ii) accruing or incurred subsequent to November 30, 2012 in the ordinary course of the Business; and (Bd) except as provided any claims, demands, judgements, orders, duties imposed by law or by administrative action or other obligations or liabilities of any kind whatsoever suffered or incurred by the Corporation or any of its subsidiaries in Section 12.1(c) the Vendor shall not be liable for any claims which relate respect of pollution, contamination or other environmental matters, including, without limitation, those referred to in section 3.33, caused or arising or otherwise existing at or prior to the termination Time of employment Closing, whether or constructive dismissal of not disclosed in this Agreement or any Transferred Employee. (b) The obligation Schedule hereto or otherwise know to Purchaser or to its representatives or within the power of the Vendor Purchaser or its representatives to indemnify discover. For the Purchaser as set forth in paragraph (a) purposes of Section 9.1 only, of this Section 17 with respect to any misrepresentation or breach of warranty Share Purchase Agreement, the Vendors providing Indemnification from all losses suffered by the Purchaser, shall be subject limited to Section 9.1those owning more than 2,000 shares in the Corporation.

Indemnification by Vendor. (a) Subject to Section 17.6The Vendor shall indemnify, in the event that the transactions herein contemplated are completed at the Closing, the Vendor hereby agrees to indemnify defend and hold save harmless the Purchaser harmless and each of Purchaser’s Representatives from and against any lossClaim or Loss suffered by, damageimposed upon or asserted against them, claimas a direct or indirect result of, Legal Proceedingor arising in connection with or related in any manner whatsoever to: (a) subject to Section 4.4 and the limitations set forth in Section 8.12(a), deficiency any misrepresentation or expensebreach of warranty made or given by the Vendor in this Agreement, in any Closing Document or in any other document delivered pursuant to this Agreement or any Closing Document; (b) any failure by the Vendor to observe or perform any covenant or obligation contained in this Agreement, any Closing Document or in any document delivered pursuant to this Agreement or any Closing Document; (c) any liabilities or obligations for Taxes attributable to the Vendor or the Business prior to or arising from the Closing including any Taxes payable by the Vendor in connection with any transaction contemplated under this Agreement except if such Taxes are accrued on the Closing Balance Sheet and only to the extent of the amount so accrued; (d) any Claim or Loss, including all out-of-pocket costsany fine or other liabilities (whether civil or criminal) against the Purchased Assets, and the Business, the Purchaser, its Affiliates or the Employees by or on behalf of any Governmental Authority or any other party directly or indirectly arising in connection with, or related in any manner whatsoever to the Bureau Investigation or any civil proceeding related thereto or to facts that are the subject of the Bureau Investigation; (e) any liabilities or obligations of the Vendor of any nature whatsoever (including, without limitation, all reasonable legal and accounting fees, relating to, arising from the Excluded Liabilities) existing on or in connection with the following matters: (i) any misrepresentation or breach of any warranty, obligation, covenant or agreement of the Vendor contained in this Agreement or in any agreement, certificate, affidavit, statutory declaration or after Closing other document delivered or given pursuant to this Agreement; (ii) any assertion against the Purchaser of any claim or liability relating to the Business which arises from a liability of the Business or the operation of the Business by the Vendor and is not part of than the Assumed Liabilities; (iiif) the non-compliance by the Parties with respect to any applicable Bulk Sales Legislation, except for any loss, damage, claim, Legal Proceeding, deficiency or expense resulting from the failure of the Purchaser to pay or discharge in due course those liabilities of the Purchased Business to be assumed by the Purchaser as provided in Section 5.1; and (iv) any claims (including claims for severance, notice of termination, breach of contract, constructive dismissal or damages bulk sales Laws in connection therewith) relating with the transactions contemplated by this Agreement except to the employment of extent that any of the employees of the Business or the termination of any of such employees by the Vendor, arising from facts up applicable Damages are attributable to the Effective TimePurchaser’s failure to pay, provided that (A) discharge or perform its obligations pursuant to the Vendor shall not be liable for any claims relating to Assumed Liabilities; and (Bg) except as provided the Excluded Assets. For greater certainty, the right to indemnification under Sections 8.1(b) to 8.1(g) exists notwithstanding Section 4.4 and notwithstanding any representation or warranty in Section 12.1(c) 4.1 and such right to indemnification is a right that is separate and independent from any other right or remedy under this Agreement and is not subject to any of the limitations set out in Section 8.12(a), provided that Vendor shall not hereby be liable for any claims which relate to the termination of employment or constructive dismissal of any Transferred Employee. (b) The obligation of the Vendor obligated to indemnify Purchaser twice for the Purchaser as set forth in paragraph (a) of this Section 17 with respect to any misrepresentation or breach of warranty shall be subject to Section 9.1same Damages.

Indemnification by Vendor. (a) Subject to Section 17.6, in the event that the transactions herein contemplated are completed at the Closing, the Vendor hereby agrees to indemnify and hold the Purchaser harmless from and against any loss, damage, claim, Legal Proceeding, deficiency or expense, including all out-of-pocket costs, and including, without limitation, all reasonable legal and accounting feesfees (but in all respects on a net after tax basis), relating to, arising from or in connection with the following matters: (i) any misrepresentation or breach of any warranty, obligation, covenant or agreement of the Vendor contained in this Agreement or in any agreement, certificate, affidavit, statutory declaration or other document delivered or given pursuant to this Agreement; (ii) any assertion against the Purchaser of any claim or liability relating to the Business which arises from a liability of the Business or the operation of the Business by the Vendor and is not part of the Assumed Liabilities; (iii) non-compliance with any applicable Bulk Sales Legislation, except for any loss, damage, claim, Legal Proceeding, deficiency or expense resulting from the failure of the Purchaser to pay or discharge in due course those liabilities of the Purchased Business to be assumed by the Purchaser as provided in Section 5.1; and5.1 or relating to the Business after the Effective Time; (iii) unless constituting an Assumed Liability, the assertion against the Purchaser of any liability of the Vendor relating to the operation of the Business prior to Effective Time; (iv) any claims (including claims for severance, notice of termination, breach of contract, constructive dismissal or damages in connection therewith) relating to the employment of any of the employees of the Business or the termination of any of such employees by the Vendor, arising from facts up to the Effective Time, including in respect of employees who do not accept the Purchaser's offer of employment under Section 12, provided that (A) the Vendor shall not be liable for any claims relating to Assumed Liabilities; and (B) except as provided in Section 12.1(c) that the Vendor shall not be liable for any claims which relate to the termination of employment or constructive dismissal of a Transferred Employee after the Closing; and (v) any Transferred Employeeliability associated with the Excluded Assets and, for greater certainty, any liability in connection with the toluene contamination at 00 Xxxxxxxxx Xxxxxxxxx, Xxxxxxxxxxx, Xxxxxxx. (b) The obligation of the Vendor to indemnify the Purchaser as set forth in paragraph (aa)(i), (ii), (iii) and (iv) of this Section 17 with respect to any misrepresentation or breach of warranty shall be subject to the limitation period referred to in Section 9.1.