Common use of Indemnification by Vendor Clause in Contracts

Indemnification by Vendor. The Vendor shall indemnify, defend and save harmless the Purchaser and each of Purchaser’s Representatives from and against any Claim or Loss suffered by, imposed upon or asserted against them, as a direct or indirect result of, or 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), any misrepresentation or breach 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 any fine or other liabilities (whether civil or criminal) against the Purchased Assets, 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, the Excluded Liabilities) existing on or after Closing other than the Assumed Liabilities; (f) the non-compliance by the Parties with respect to any applicable bulk sales Laws in connection with the transactions contemplated by this Agreement except to the extent that any applicable Damages are attributable to the Purchaser’s failure to pay, discharge or perform its obligations pursuant to the Assumed Liabilities; and (g) 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 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 obligated to indemnify Purchaser twice for the same Damages.

Indemnification by Vendor. The Vendor shall indemnify, defend and save harmless the Purchaser and each of Purchaser’s Representatives from and against any Claim or Loss suffered by, imposed upon or asserted against them, as a direct or indirect result of, or arising in connection with or related in any manner whatsoever to: (a) subject to Section 4.4 Vendor shall indemnify Adaptive and the limitations set forth in Section 8.12(a)shall hold Adaptive harmless from any and all liability, lawsuits, claims, actions, threats, administrative proceedings, damages, fines, levies, liens, garnishments, executions, loss of income, costs, expenses, judgments, attorneys' fees, professional fees, injunctions, business disruption, and other items (collectively "damages") arising from any misrepresentation action, claim, proceeding, or breach of warranty made threat thereof, whether by any individual, company, entity, partnership, class, group, association or given by the Vendor in this Agreement, in any Closing Document governmental entity 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 subdivision relating to or arising from the Closing including (i) the breach of this Agreement by Vendor, (ii) the failure by Vendor to satisfy any Taxes payable licensing law applicable to Vendor, (iii) the failure by the Vendor in connection to comply with any transaction contemplated under this Agreement except if such Taxes are accrued on law applicable to Vendor's business, and (iv) the Closing Balance Sheet and only to the extent of the amount so accrued; (d) any Claim commission or Loss, including any fine or other liabilities (whether civil or criminal) against the Purchased Assets, the Business, the Purchaser, its Affiliates or the Employees by or on behalf omission of any Governmental Authority act by Vendor that is tortuous, fraudulent 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 bad faith. These obligations of the Vendor of any nature whatsoever (includingshall include, without limitation, the Excluded Liabilities) existing on or after Closing obligation by Vendor to advance monies to Adaptive to cover damages at the time such damages are incurred by Adaptive but prior to payment by Adaptive of such damages to cover attorneys and professionals fee and retainers paid to attorneys and professionals at the time such fees and retainers are due, and all other than costs and expenses necessary for Adaptive to defend itself against damages at the Assumed Liabilities;time such costs and expenses are due. (fb) Promptly after receipt by Adaptive of notice of any claim, liability or expense to which the non-compliance by indemnification obligations hereunder would apply, Adaptive shall give notice thereof in writing to the Parties with respect Vendor, but the omission to so notify Vendor promptly shall not relieve Vendor from any applicable bulk sales Laws in connection with the transactions contemplated by this Agreement liability except to the extent that Vendor shall have been prejudiced as a result of the failure or delay in giving such notice. Such notice shall state the information then available regarding the amount and nature of such claim, liability or expense and shall specify the provision or provisions of this Agreement under which the liability or obligation is asserted. (c) With respect to third party claims, if within forty-five (45) days after receiving the notice described in paragraph (b) above Vendor gives written notice to Adaptive stating that it intends to defend against such claim, liability or expense at its own cost and expense, then counsel for the defense shall be selected by Vendor and Vendor shall not be required to make any applicable Damages are attributable payment with respect to such claim, liability or expense as long as Vendor is conducting a good faith and diligent defense at its own expense; provided, however, that the assumption of defense of any such matters by Vendor shall relate solely to the Purchaser’s failure claim, liability or expense that is subject or potentially subject to payindemnification. Adaptive shall cooperate in all respects, discharge at Vendor's request, with Vendor and its attorneys in the investigation, trial and defense of such claim, liability or perform its obligations pursuant expense and any resulting suit, proceeding or enforcement action and any appeal therefrom. Vendor shall have the right, with the consent of Adaptive, which consent shall not be unreasonably withheld, to settle all indemnifiable matters related to claims by third parties which are susceptible to being settled, provided that such settlement does not impose any obligation on Adaptive or waive any rights of Adaptive, other than signing the Assumed Liabilities; and (g) settlement agreement. Vendor shall keep Adaptive apprised of the Excluded Assetsstatus of the claim, liability or expense and any resulting suit, proceeding or re-enforcement action, shall furnish Adaptive with all documents and information that Adaptive shall reasonably request and shall consult with Adaptive prior to acting on major matters, including settlement discussions. For greater certaintyNotwithstanding anything herein stated, Adaptive shall at all time have the right to fully participate in such defense at its own expense directly or through counsel; provided, however, if the named parties to the action or proceeding include both Vendor and Adaptive and representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the expense of separate counsel for Adaptive shall be paid by Vendor, or if such diligent good faith defense is not being or ceases to be conducted, Adaptive shall, at the expense of Vendor, undertake the defense of (with counsel selected by Adaptive), and shall have the right to compromise or settle such claim, liability or expense. of such claim, liability or expense is one that by its nature cannot be defended solely by Vendor, then Adaptive shall make available all information and assistance that Vendor may reasonably request and shall cooperate with Vendor in such defense. (d) The indemnification under Sections 8.1(b) required by this Section 5 shall not apply to 8.1(g) exists notwithstanding Section 4.4 and notwithstanding any representation or warranty Fees that the Vendor shall be required to return as described in Section 4.1 and such right 4 of this Exhibit C or 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 obligated to indemnify Purchaser twice actions brought for the same Damagespurpose of requiring the return of such Fees.

Indemnification by Vendor. The Vendor shall indemnifyagrees to defend, defend indemnify and save harmless the Purchaser hold harmless, COLMEI and each of Purchaser’s Representatives 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 Claim or Loss suffered byof the foregoing, imposed upon or asserted against them, as a direct or indirect result of, or arising in connection with or related in any manner whatsoever 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 4.4 and any person or property caused, or alleged to be caused, by a Product sold by Vendor to COLMEI hereunder, but solely to the limitations set forth in Section 8.12(a), any misrepresentation extent such injury or damage has been caused by negligence or willful misconduct of Vendor or a breach by Vendor 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 Documentthe applicable Purchase Order where such injury or damage is a reasonably foreseeable consequence of such breach; (b) any failure infringement of the intellectual property rights of any third party but solely to the extent that such infringement is caused by a 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 Product in accordance with the specific instructions provided by COLMEI but not the method selected by 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;carry out such instructions; or (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 any fine or other liabilities (whether civil or criminal) against the Purchased Assets, 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, the Excluded Liabilities) existing on or after Closing other than the Assumed Liabilities; (f) the non-compliance by the Parties with respect to any applicable bulk sales Laws in connection with the transactions contemplated by this Agreement except Environmental Regulations but solely to the extent that any applicable Damages are attributable such non-compliance is caused by or in connection with a process that Vendor uses to manufacture the Purchaser’s failure to payProducts or by Production Materials or Vendor Supplied Materials; provided that, discharge or perform its obligations pursuant to the Assumed Liabilities; and (g) 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 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 obligated have any obligation to indemnify Purchaser twice COLMEI if such claim would not have arisen but for COLMEI’s manufacture, assembly or test of the same DamagesProduct in accordance with the Specifications or specific instructions provided by COLMEI but not the method selected by Vendor to meet such Specifications or carry out such instructions.

Indemnification by Vendor. The (a) Subject to the terms and conditions set forth herein, Vendor shall indemnifyshall, defend at its cost and save 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 Service and/or the Product infringes or violates any third party intellectual property right (the “Claim”), and (ii) pay, indemnify and hold Customer Indemnitees harmless from any settlement of the Purchaser and each of Purchaser’s Representatives from and against any Claim or Loss suffered by, imposed upon or asserted against them, 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 (B) permit Vendor to solely control and direct the defense or indirect result of, or arising settlement of the Claim; and (C) provide Vendor all reasonable assistance in connection with the defense or related settlement of the Claim, at Vendor’s cost and expense. Customer may participate in any manner whatsoever to: (a) subject to Section 4.4 the defense and the limitations set forth in Section 8.12(a), any misrepresentation or breach 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;settlement at Customer’s sole expense. (b) any failure by the Vendor to observe or perform any covenant or obligation contained in this AgreementIf a Claim occurs, any Closing Document 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 document delivered pursuant prepaid fees paid by Customer corresponding to this Agreement or any Closing Document;such Product, covering the remainder of the term of the terminated subscription. (c) any liabilities or obligations for Taxes attributable to Notwithstanding the foregoing, Vendor or the Business prior to or arising from the Closing including any Taxes payable by the Vendor in connection with any transaction contemplated shall have no obligation under this Agreement except if such Taxes are accrued on the Closing Balance Sheet and only Section to the extent any Claim is based upon, arises out of the amount so accrued; or related to: (di) any Claim modification or Loss, including any fine or other liabilities (whether civil or criminal) against alteration to the Purchased Assets, the Business, the Purchaser, its Affiliates or the Employees applicable Product not made by or on behalf of Vendor; and/or (ii) any Governmental Authority combination or use of the applicable Product with any other third party directly equipment, products 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 systems that are the subject of the Bureau Investigation; (e) any liabilities or obligations of the not expressly permitted by Vendor of any nature whatsoever (includingunder this Agreement, without limitation, the Excluded Liabilities) existing on or after Closing other than the Assumed Liabilities; (f) the non-compliance by the Parties with respect to any applicable bulk sales Laws in connection with the transactions contemplated by this Agreement except to the extent that any applicable Damages are the Claim is based on such combination or use; and/or (iii) Customer’s continuance of allegedly infringing activity a reasonable period after being notified thereof; and/or (v) damages attributable to the Purchaser’s failure to pay, discharge value of the use of a non-Vendor product or perform its obligations pursuant to service; and/or (vi) use of the Assumed Liabilities; andapplicable Software not in accordance with the applicable Documentation or outside the scope of the subscription granted under this Agreement. (gd) the Excluded AssetsTO 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. For greater certaintyNOTWITHSTANDING THE FOREGOING, 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 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)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, provided that Vendor shall not hereby be obligated to indemnify Purchaser twice for the same DamagesDOING BUSINESS OR OTHERWISE BECOMES SUBJECT TO.

Indemnification by Vendor. The (a) Subject to Section 17.6, in the event that the transactions herein contemplated are completed at the Closing, the Vendor shall indemnify, defend hereby agrees to indemnify and save harmless hold the Purchaser and each of Purchaser’s Representatives harmless from and against any Claim loss, damage, claim, Legal Proceeding, deficiency or Loss suffered byexpense, imposed upon including all out-of-pocket costs, and including, without limitation, all reasonable legal and accounting fees (but in all respects on a net after tax basis), relating to, arising from or asserted against them, as a direct or indirect result of, or arising in connection with or related in any manner whatsoever tothe following matters: (ai) subject to Section 4.4 and the limitations set forth in Section 8.12(a), any misrepresentation or breach of warranty made any warranty, obligation, covenant or given by agreement of the Vendor contained in this Agreement, in any Closing Document Agreement or in any agreement, certificate, affidavit, statutory declaration or other document delivered or given pursuant to this Agreement Agreement; (ii) 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 Business to be assumed by the Purchaser as provided in Section 5.1 or relating to the Business after the Effective Time; (iii) unless constituting an Assumed Liability, the assertion against the Purchaser of any Closing Documentliability 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 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 liability associated with the Excluded Assets and, for greater certainty, any liability in connection with the toluene contamination at ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇. (b) any failure by The obligation of the Vendor to observe or perform any covenant or obligation contained indemnify the Purchaser as set forth in paragraph (a)(i), (ii), (iii) and (iv) of 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 Section 17 shall be subject to the Vendor or the Business prior limitation period referred 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 any fine or other liabilities (whether civil or criminal) against the Purchased Assets, 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, the Excluded Liabilities) existing on or after Closing other than the Assumed Liabilities; (f) the non-compliance by the Parties with respect to any applicable bulk sales Laws in connection with the transactions contemplated by this Agreement except to the extent that any applicable Damages are attributable to the Purchaser’s failure to pay, discharge or perform its obligations pursuant to the Assumed Liabilities; and (g) 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 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 obligated to indemnify Purchaser twice for the same Damages9.1.

Indemnification by Vendor. The Vendor shall VENDOR agrees to indemnify, defend and save hold harmless the Purchaser and each Eclipsys from any claim asserted or suit or proceeding that VENDOR's Software infringes a U.S. patent, trademark, copyright or trade secret of Purchaser’s Representatives from and against any Claim or Loss suffered bya third party, imposed upon or asserted against them, as a direct or indirect result provided VENDOR is given prompt written notice of, and full and complete authority, information and assistance in the defense of, such claim, suit or arising proceeding. VENDOR shall pay all damages and costs awarded against Eclipsys in connection with such suit or related 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 VENDOR's Software is in any manner whatsoever to: (a) subject such suit or proceeding held to Section 4.4 constitute infringement and the limitations set forth use of that VENDOR's Software is enjoined, either procure for Eclipsys customers who have sub-licensed VENDOR's Software the right to continue using that VENDOR's Software or replace or modify that VENDOR's Software so that it becomes non-infringing, provided that such replacement or modified VENDOR's Software has the same functional characteristics as the infringing VENDOR's Software. VENDOR shall not be liable to Eclipsys under the terms of this paragraph or otherwise if any infringement or claim is based upon the use of any VENDOR's Software in Section 8.12(a), any misrepresentation or breach violation of warranty made or given by the Vendor in this Agreement, in any Closing Document or in any other document delivered pursuant License Agreement attached hereto. Eclipsys may engage its own counsel at its own expense 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 advise Eclipsys in connection with any transaction contemplated under such claim, suit or proceeding, but VENDOR shall at all times retain the full right and authority to control the defense of any such claim suit or proceeding. The provisions of this Section shall survive the termination or expiration of this Agreement. Notwithstanding any provision of this Agreement except if such Taxes are accrued on the Closing Balance Sheet and only to the extent contrary, this indemnification paragraph of this Agreement states the amount so accrued; (d) any Claim or Loss, including any fine or other liabilities (whether civil or criminal) against entire liability of VENDOR for the Purchased Assets, the Business, the Purchaser, its Affiliates or the Employees by or on behalf infringement of any Governmental Authority patent, copyright, trademark or any other party directly or indirectly arising in connection withtrade secret rights. 10.1. In addition, or related in any manner whatsoever VENDOR agrees 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 (includingdefend, without limitation, the Excluded Liabilities) existing on or after Closing other than the Assumed Liabilities; (f) the non-compliance by the Parties indemnify and hold Eclipsys harmless from and with respect to any applicable bulk sales Laws in connection and all damages liability whatsoever (including attorney fees and cost) associated with the transactions contemplated any Eclipsys customers use of VENDOR's Software. This indemnification includes all VENDOR's Software licensed by this Agreement except Eclipsys to an Eclipsys customers using Eclipsys Software License prior to the extent that any applicable Damages are attributable to the Purchaser’s failure to pay, discharge or perform its obligations pursuant to the Assumed Liabilities; and (g) 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 4.1 and such right to indemnification is a right that is separate and independent from any other right or remedy under date of 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 obligated to indemnify Purchaser twice for the same DamagesAgreement.

Indemnification by Vendor. The (a) From and after Closing during the Indemnification Period, Vendor shall indemnifyhold harmless, defend defend, indemnify and save harmless pay for the defense of each of the Purchaser Indemnitees from and against, and shall compensate and reimburse each of Purchaser’s Representatives the Purchaser Indemnitees for, 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 which arise from and against any Claim or Loss suffered by, imposed upon or asserted against them, as a direct or indirect result of, or arising are connected with: (i) any inaccuracy in or breach of any representation or warranty set forth in Article 3 hereunder or in any certificate delivered by Vendor in connection with this Agreement; (ii) any breach of any covenant or related obligation of Vendor hereunder; (iii) any Legal Proceeding resulting from the 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 prevailing party in any manner whatsoever to:such Legal Proceeding); (aiv) subject any third party claim commenced after the Closing Date which alleges (i) that the Purchased Software, 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 the Effective Date, or other proprietary right. The foregoing indemnification does not extend to Section 4.4 and any claim arising out of a modification by Purchaser to the limitations set forth in Section 8.12(a), any misrepresentation or breach of warranty Purchased Software to the extent such claim would not have arisen had such modification not been made or given by the Vendor in this Agreement, in combination of any Closing Document or in portion of the Purchased Software with any other document delivered pursuant to this Agreement software or any Closing Document;hardware 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) any failure The obligations of indemnification 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;Section 9.1(a) are: (ci) any liabilities or obligations for Taxes attributable subject to the Vendor or the Business prior limitations referred 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 any fine or other liabilities (whether civil or criminal) against the Purchased Assets, 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, the Excluded Liabilities) existing on or after Closing other than the Assumed Liabilities; (f) the non-compliance by the Parties Section 5.3 with respect to any applicable bulk sales Laws in connection with the transactions contemplated survival of the representations and warranties by this Agreement except the Purchaser; (ii) subject to the extent that any applicable Damages are attributable limitations referred to in section 6.2 ; and (iii) subject to the Purchaser’s failure to payprovisions of sections 9.3, discharge or perform its obligations pursuant to the Assumed Liabilities; and (g) the Excluded Assets. For greater certainty9.4, the right to indemnification under Sections 8.1(b) to 8.1(g) exists notwithstanding Section 4.4 9.5 and notwithstanding any representation or warranty in Section 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 obligated to indemnify Purchaser twice for the same Damages9.6.

Indemnification by Vendor. The Vendor shall will defend, indemnify, defend and save hold harmless the Purchaser WVUS, its Affiliates, and their respective directors, officers, employees and agents (each of Purchaser’s Representatives a “WVUS Indemnified Party”) from and against any Claim all Claims to the extent that such Claims arise out of or Loss suffered by, imposed upon or asserted against them, as a direct or indirect result of, or arising in connection with or related in any manner whatsoever relate to: (a) subject to Section 4.4 and the limitations set forth in Section 8.12(a), any misrepresentation or : The breach of any representation, warranty made or given covenant 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 . The negligent or will acts or omissions of Vendor or its Subcontractors resulting in any document delivered pursuant bodily injury or death to any person or loss, or damage to tangible or intangible property. Vendor’s (or Subcontractor’s) infringement, misuse or misappropriate of any third-party IP rights. Vendor’s (or Subcontractor’s) failure to comply with applicable laws, rules, or regulations. However, Vendor will have no liability under this Agreement or any Closing Document; (c) any liabilities or obligations for Taxes attributable Section to the Vendor or the Business prior to or arising comparative extent that Claims result from the Closing including any Taxes payable negligent or willful acts of a WVUS Indemnified Party. Indemnification by the Vendor in connection with any transaction contemplated under this Agreement except if such Taxes are accrued on the Closing Balance Sheet WVUS. WVUS will defend, indemnify, and only to the extent of the amount so accrued; (d) any Claim or Loss, including any fine or other liabilities (whether civil or criminal) against the Purchased Assets, the Business, the Purchaserhold harmless Vendor, its Affiliates or the Employees by or on behalf of any Governmental Authority or any other party directly or indirectly arising in connection withAffiliates, 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; and their respective directors, officers, employees and agents (eeach a “Vendor Indemnified Party”) any liabilities or obligations of the Vendor of any nature whatsoever (including, without limitation, the Excluded Liabilities) existing on or after Closing other than the Assumed Liabilities; (f) the non-compliance by the Parties with respect to any applicable bulk sales Laws in connection with the transactions contemplated by this Agreement except from and against all Claims to the extent that such Claims arise out of or relate to: The breach of any applicable Damages are attributable representation warranty by WVUS related to the Purchaserintellectual 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 paycomply with applicable laws, discharge rules, or perform its obligations pursuant regulations. However, WVUS will have no liability under this Section to the Assumed Liabilities; and (g) comparative extent that Claims result from the Excluded Assetsnegligent or willful acts of a Vendor Indemnified Party. For greater certainty, Indemnification Procedures. The Indemnified party shall provide the right Indemnifying party with the following: Reasonably prompt notice of Claims. Permission to indemnification under Sections 8.1(b) answer and defend Claims through mutually acceptable counsel. Reasonable information and assistance to 8.1(g) exists notwithstanding Section 4.4 and notwithstanding any representation or warranty in Section 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 help the limitations set out in Section 8.12(a), provided that Vendor shall not hereby be obligated to indemnify Purchaser twice for indemnifying party defend Claims at the same Damagesindemnifying party’s expense.

Indemnification by Vendor. The Vendor shall indemnifywill defend, defend indemnify and save hold harmless the Purchaser WVUS, its Affiliates, and their respective directors, officers, employees and agents (each of Purchaser’s Representatives a “WVUS Indemnified Party”) from and against any Claim all Claims to the extent that such Claims arise out of or Loss suffered by, imposed upon or asserted against them, as a direct or indirect result of, or arising in connection with or related in any manner whatsoever relate to: (a) subject to Section 4.4 and the limitations set forth in Section 8.12(a), any misrepresentation or : The breach of any representation, warranty made or given covenant 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 . The negligent or will acts or omissions of Vendor or its Subcontractors resulting in any document delivered pursuant bodily injury or death to any person or loss, or damage to tangible or intangible property. Vendor’s (or Subcontractor’s) infringement, misuse or misappropriate of any third-party IP rights. Vendor’s (or Subcontractor’s) failure to comply with applicable laws, rules or regulations. However, Vendor will have no liability under this Agreement or any Closing Document; (c) any liabilities or obligations for Taxes attributable Section to the Vendor or the Business prior to or arising comparative extent that Claims result from the Closing including any Taxes payable negligent or willful acts of a WVUS Indemnified Party. Indemnification by the Vendor in connection with any transaction contemplated under this Agreement except if such Taxes are accrued on the Closing Balance Sheet WVUS. WVUS will defend, indemnify and only to the extent of the amount so accrued; (d) any Claim or Loss, including any fine or other liabilities (whether civil or criminal) against the Purchased Assets, the Business, the Purchaserhold harmless Vendor, its Affiliates or the Employees by or on behalf of any Governmental Authority or any other party directly or indirectly arising in connection withAffiliates, 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; and their respective directors, officers, employees and agents (eeach a “Vendor Indemnified Party”) any liabilities or obligations of the Vendor of any nature whatsoever (including, without limitation, the Excluded Liabilities) existing on or after Closing other than the Assumed Liabilities; (f) the non-compliance by the Parties with respect to any applicable bulk sales Laws in connection with the transactions contemplated by this Agreement except from and against all Claims to the extent that such Claims arise out of or relate to: The breach of any applicable Damages are attributable representation warranty by WVUS related to the Purchaserintellectual 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 paycomply with applicable laws, discharge rules or perform its obligations pursuant regulations. However, WVUS will have no liability under this Section to the Assumed Liabilities; and (g) comparative extent that Claims result from the Excluded Assetsnegligent or willful acts of a Vendor Indemnified Party. For greater certainty, Indemnification Procedures. The Indemnified party shall provide the right Indemnifying party with the following: Reasonably prompt notice of Claims. Permission to indemnification under Sections 8.1(b) answer and defend Claims through mutually acceptable counsel. Reasonable information and assistance to 8.1(g) exists notwithstanding Section 4.4 and notwithstanding any representation or warranty in Section 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 help the limitations set out in Section 8.12(a), provided that Vendor shall not hereby be obligated to indemnify Purchaser twice for indemnifying party defend Claims at the same Damagesindemnifying party’s expense.

Indemnification by Vendor. The Vendor shall To the fullest extent permitted by law, the VENDOR agrees to indemnify, defend and save hold the COUNTY and its departments, elected and appointed officials, employees, agents and volunteers, harmless the Purchaser and each of Purchaser’s Representatives from and against any Claim and all claims, damages, losses and expenses, including but not limited to court costs, attorney’s fees and alternative dispute resolution costs, for any personal injury, for any bodily injury, sickness, disease or Loss suffered by, imposed upon death and for any damage to or asserted against them, as a direct or indirect result of, or arising destruction of any property (including the loss of use resulting therefrom) which 1) are caused 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), any misrepresentation or breach of warranty made or given by the Vendor in this Agreement, in any Closing Document whole or in part by any other document delivered pursuant to this Agreement action or any Closing Document; (b) any failure by the Vendor to observe omission, negligent or perform any covenant or obligation contained in this Agreementotherwise, 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 any fine or other liabilities (whether civil or criminal) against the Purchased Assets, the Business, the PurchaserVENDOR, its Affiliates employees, agents or the Employees by volunteers or on behalf of any Governmental Authority VENDOR’s sub-vendors and their employees, agents or any other party volunteers; or 2) are directly or indirectly arising out of, resulting from, or in connection withwith performance of this CONTRACT; or 3) are based upon the VENDOR’S or its sub-vendors’ use of, presence upon or proximity to the property of the COUNTY. This indemnification obligation of the VENDOR shall not apply in the limited circumstance where the claim, damage, loss or expense is caused by the sole negligence of the COUNTY. This indemnification obligation of the VENDOR shall not be limited in any way by the Washington State Industrial Insurance Action RCW Title 51, or related in by application of any manner whatsoever to other workmen’s compensation act, disability benefit act or other employee benefit act, and the Bureau Investigation or VENDOR hereby expressly waives any civil proceeding related thereto or to facts that are the subject of the Bureau Investigation; (e) any liabilities or immunity afforded by such acts. The foregoing indemnification obligations of the Vendor of any nature whatsoever (includingVENDOR are a material inducement to COUNTY to enter into the CONTRACT, without limitationare reflected in the VENDOR’s compensation, the Excluded Liabilities) existing on or after Closing other than the Assumed Liabilities; (f) the non-compliance and have been mutually negotiated by the Parties with respect to any applicable bulk sales Laws in connection with the transactions contemplated by this Agreement except to the extent that any applicable Damages are attributable to the Purchaser’s failure to pay, discharge or perform its obligations pursuant to the Assumed Liabilities; and (g) 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 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 obligated to indemnify Purchaser twice for the same Damagesparties.