Common use of Non-Tax Indemnification Clause in Contracts

Non-Tax Indemnification. (a) IDX hereby agrees to indemnify and hold Parent, Allscripts, ChannelHealth and their respective directors, officers, employees, Affiliates, agents, successors and assigns (collectively, the "Allscripts Indemnified Parties") harmless from and against: (i) any and all liabilities of ChannelHealth of every kind, nature and description, absolute or contingent, as existing against ChannelHealth prior to and including the Closing Date or thereafter coming into being or arising by reason of any state of facts existing, or any transaction entered into, on or prior to the Closing Date, except (A) to the extent that the same have been fully provided for in the Balance Sheet and accrued and applied as a liability therein; (B) to the extent that the same were incurred in the ordinary course of business between the Balance Sheet Date and the Closing Date and not as a result of any breach by IDX of any covenant set forth in Section 8.2 hereof, and were fully provided for in the Closing Date Balance Sheet and accrued and applied as a liability therein; and (C) as disclosed in the representations and warranties of IDX or ChannelHealth, the Schedules attached hereto or any certificate delivered by or on behalf of IDX or ChannelHealth pursuant to this Agreement; (ii) any and all losses, liabilities, obligations, claims, damages, costs and expenses arising out of or related (A) to the operation or ownership of the businesses or properties comprising the Retained Assets or (B) the authorization, approval, execution, delivery or performance of the ChannelHealth/IDX Asset Purchase Agreement; (iii) any and all losses, liabilities, obligations, claims, damages, costs and expenses attributable to or resulting from any default under or breach of any IDX Contract (A) by IDX, or (B) by ChannelHealth, which default or breach, in the case of this subclause (B), occurs prior to the Closing Date (except as provided for or disclosed in the exceptions clause set forth in Section 11.1(a)(i) above); provided, however, IDX shall have no liability under this Section 11.1(a)(iii) for any breach occurring after the Closing Date to the extent such breach is attributable to the negligence or willful misconduct of Parent, Allscripts, the ChannelHealth Surviving Corporation or any of their Affiliates after the Closing Date; (iv) any and all losses, liabilities, obligations, claims, damages, costs and expenses attributable to or resulting from the litigation identified on Schedule 6.17 (the "ChannelHealth Litigation") and any other matter, claim, proceeding, dispute, state of facts or condition disclosed on any Schedule hereto with respect to which such Schedule reflects that the Allscripts Indemnified Parties are entitled to indemnification from IDX hereunder; (v) any and all losses, liabilities, obligations, damages, costs and expenses based upon, attributable to or resulting from the failure of any representation or warranty of IDX or ChannelHealth set forth in Article VIA or VI hereof, or any representation or warranty contained in any certificate delivered by or on behalf of IDX or ChannelHealth pursuant to this Agreement, to be true and correct in all respects as of the date made; (vi) any and all losses, liabilities, obligations, damages, costs and expenses based upon, attributable to or resulting from the breach of any covenant or other agreement on the part of IDX or ChannelHealth under this Agreement; and (vii) any and all notices, actions, suits, proceedings, claims, demands, assessments, judgments, costs, penalties and expenses, including attorneys' and other professionals' fees and disbursements (collectively, "Expenses") incident to any and all losses, liabilities, obligations, damages, costs and expenses with respect to which indemnification is provided hereunder (collectively, "Losses"). (b) Allscripts and Parent, jointly and severally, hereby agree to indemnify and hold IDX and its Affiliates, agents, successors and assigns (collectively, the "IDX Indemnified Parties") harmless from and against: (i) any and all Losses attributable to or resulting from the conduct of the business or operations of ChannelHealth following the Closing; (ii) any and all Losses based upon, attributable to or resulting from the failure of any representation or warranty of Allscripts or Parent set forth in Article VII or Section 11.3(i) hereof, or any representation or warranty contained in any certificate delivered by or on behalf of Allscripts or Parent pursuant to this Agreement, to be true and correct in all respects as of the date made; (iii) any and all Losses based upon, attributable to or resulting from the breach of any covenant or other agreement on the part of Allscripts or Parent under this Agreement; (iv) any and all Losses attributable to or resulting from any default by the ChannelHealth Surviving Corporation under, or any breach by the ChannelHealth Surviving Corporation of, any IDX Contract that occurs in either case after the Closing Date; provided, however, neither Parent, Allscripts nor the ChannelHealth Surviving Corporation shall have any liability under this Section 11.1(b)(iv) for any such breach to the extent such breach is attributable to the gross negligence or willful misconduct of IDX or any of its Affiliates after the Closing Date; and (v) any and all Expenses incident to the foregoing.

Non-Tax Indemnification. (a) IDX Subject to Section 9.2 hereof, each Seller (jointly and severally with the other Stockholders) hereby agrees to indemnify and hold Parentthe Purchaser, Allscriptsthe Companies, ChannelHealth and their respective directors, officers, employees, Affiliates, agents, successors and assigns (collectively, the "Allscripts Purchaser Indemnified Parties") harmless from and against: (i) any and all liabilities liabilities, losses, obligations, damages, costs and expenses (collectively, "Losses") of ChannelHealth the Companies of every kind, nature and description, absolute or contingent, existing as existing against ChannelHealth any of the Companies prior to and including the Closing Date or thereafter coming into being or arising by reason of any state of facts existing, or any transaction entered into, on or prior to the Closing DateDate (including, without limitation, the cost of any environmental remediation and any costs associated with the matters set forth on Schedule 4.18) except (A) to the extent that the same have been fully provided for in the Balance Sheet (and accrued and applied as a liability therein; (Bliability) to the extent that the same were incurred in the ordinary course of business between the Balance Sheet Date and the Closing Date and not as a result of any breach by IDX of any covenant set forth in Section 8.2 hereof, and were fully provided for in the Closing Date December Balance Sheet and accrued and applied as a liability therein; and net of any amounts actually recovered by the Companies under insurance policies, or other similar reimbursement arrangements, which reduce or relate to the Losses that are or would otherwise be sustained (C) as disclosed in each case net of the representations and warranties costs of IDX or ChannelHealth, the Schedules attached hereto or any certificate delivered by or on behalf recovery of IDX or ChannelHealth pursuant to this Agreementsuch amounts); (ii) subject to Section 10.3, any and all losses, liabilities, obligations, claims, damages, costs and expenses arising out of or related (A) to the operation or ownership of the businesses or properties comprising the Retained Assets or (B) the authorization, approval, execution, delivery or performance of the ChannelHealth/IDX Asset Purchase Agreement; (iii) any and all losses, liabilities, obligations, claims, damages, costs and expenses attributable to or resulting from any default under or breach of any IDX Contract (A) by IDX, or (B) by ChannelHealth, which default or breach, in the case of this subclause (B), occurs prior to the Closing Date (except as provided for or disclosed in the exceptions clause set forth in Section 11.1(a)(i) above); provided, however, IDX shall have no liability under this Section 11.1(a)(iii) for any breach occurring after the Closing Date to the extent such breach is attributable to the negligence or willful misconduct of Parent, Allscripts, the ChannelHealth Surviving Corporation or any of their Affiliates after the Closing Date; (iv) any and all losses, liabilities, obligations, claims, damages, costs and expenses attributable to or resulting from the litigation identified on Schedule 6.17 (the "ChannelHealth Litigation") and any other matter, claim, proceeding, dispute, state of facts or condition disclosed on any Schedule hereto with respect to which such Schedule reflects that the Allscripts Indemnified Parties are entitled to indemnification from IDX hereunder; (v) any and all losses, liabilities, obligations, damages, costs and expenses Losses based upon, attributable to or resulting from the failure of any representation or warranty of IDX or ChannelHealth any of the Sellers set forth in Article VIA IV hereof or VI hereofof BTS set forth in the Employment Matters Side Letter, or any representation or warranty contained in any certificate delivered by or on behalf of IDX or ChannelHealth the Sellers pursuant to this AgreementAgreement or BTS under the Employment Matters Side Letter, to be true and correct in all respects as of the date made; (viiii) any and all losses, liabilities, obligations, damages, costs and expenses Losses based upon, attributable to or resulting from the breach of any covenant or other agreement on the part of IDX or ChannelHealth any of the Sellers under this AgreementAgreement or BTS under the Employment Matters Side Letter; (iv) any and all Losses arising out of or resulting from the failure by any of the Companies to collect such Company's accounts receivable as set forth on the December Balance Sheet; (v) any and all Losses (A) arising out of or based upon or with respect to any Employee Benefit Plan or Pension Plan or any other "employee benefit plan" within the meaning of Section 3(3) of ERISA maintained by, contributed to or to which there is or was an obligation to contribute to by any of the Sellers, any of the Companies, or any ERISA Affiliate and (B) as a result of any claim made with respect to employment prior to or on the Closing Date with any of the Companies including, without limitation, any claim with respect to, relating to arising out of or in connection with discrimination by any of the Companies or wrongful discharge (including constructive discharge); and (viivi) any and all notices, actions, suits, proceedings, claims, demands, assessments, judgments, costs, penalties and expenses, including attorneys' and other professionals' fees and disbursements (collectively, "Expenses") incident to any and all losses, liabilities, obligations, damages, costs and expenses Losses with respect to which indemnification is provided hereunder (collectively, "Losses")hereunder. (b) Allscripts and ParentSubject to Section 9.2, jointly and severally, the Purchaser hereby agree agrees to indemnify and hold IDX the Sellers and its their Affiliates, agents, successors and assigns (collectively, the "IDX Sellers' Indemnified Parties") harmless from and against: (i) any and all Losses attributable subject to or resulting from the conduct of the business or operations of ChannelHealth following the Closing; (ii) Section 10.3, any and all Losses based upon, attributable to or resulting from the failure of any representation or warranty of Allscripts or Parent the Purchaser set forth in Article VII or Section 11.3(i) V hereof, or any representation or warranty contained in any certificate delivered by or on behalf of Allscripts or Parent the Purchaser pursuant to this Agreement, to be true and correct in all respects as of the date made; (iiiii) any and all Losses based upon, attributable to or resulting from the breach of any covenant or other agreement on the part of Allscripts or Parent the Purchaser under this Agreement; (iviii) any and all Losses attributable to or resulting from any default by liabilities, losses, obligations, damages, costs and expenses (collectively, "Losses") of the ChannelHealth Surviving Corporation underCompanies of every kind, or any breach by nature and description, arising out of the ChannelHealth Surviving Corporation of, any IDX Contract that occurs in either case after operation of the Closing Date; provided, however, neither Parent, Allscripts nor businesses of the ChannelHealth Surviving Corporation shall have any liability under this Section 11.1(b)(iv) for any such breach to the extent such breach is attributable to the gross negligence or willful misconduct of IDX or any of its Affiliates Companies after the Closing Date; and (viv) any and all Expenses incident to the foregoing.

Non-Tax Indemnification. (a) IDX Subject to Section 10.2 hereof, the Representing Sellers hereby agrees agree to jointly and severally indemnify and hold Parentthe Purchaser, Allscriptsthe Company, ChannelHealth and their respective directors, officers, employees, Affiliates, agents, successors and assigns (collectively, the "Allscripts Purchaser Indemnified Parties") harmless from and against: (i) any and all liabilities of ChannelHealth the Company of every kind, nature and description, absolute or contingent, existing as existing against ChannelHealth the Company prior to and including the Closing Date or thereafter coming into being or arising by reason of any state of facts existing, or any transaction entered into, on or prior to the Closing Date, except (A) to the extent that the same have been fully provided for with Balance Sheet or disclosed in the Balance Sheet and accrued and applied as a liability therein; (B) to the extent that the same notes thereto or were incurred in the ordinary course of business between the Balance Sheet Date and the Closing Date and not as a result of any breach by IDX of any covenant set forth in Section 8.2 hereof, and were fully provided for in the Closing Date Balance Sheet and accrued and applied as a liability therein; and (C) as disclosed in the representations and warranties of IDX or ChannelHealth, the Schedules attached hereto or any certificate delivered by or on behalf of IDX or ChannelHealth pursuant to this AgreementDate; (ii) any and all lossessubject to Section 10.2, liabilities, obligations, claims, damages, costs and expenses arising out of or related (A) to the operation or ownership of the businesses or properties comprising the Retained Assets or (B) the authorization, approval, execution, delivery or performance of the ChannelHealth/IDX Asset Purchase Agreement; (iii) any and all losses, liabilities, obligations, claims, damages, costs and expenses attributable to or resulting from any default under or breach of any IDX Contract (A) by IDX, or (B) by ChannelHealth, which default or breach, in the case of this subclause (B), occurs prior to the Closing Date (except as provided for or disclosed in the exceptions clause set forth in Section 11.1(a)(i) above); provided, however, IDX shall have no liability under this Section 11.1(a)(iii) for any breach occurring after the Closing Date to the extent such breach is attributable to the negligence or willful misconduct of Parent, Allscripts, the ChannelHealth Surviving Corporation or any of their Affiliates after the Closing Date; (iv) any and all losses, liabilities, obligations, claims, damages, costs and expenses attributable to or resulting from the litigation identified on Schedule 6.17 (the "ChannelHealth Litigation") and any other matter, claim, proceeding, dispute, state of facts or condition disclosed on any Schedule hereto with respect to which such Schedule reflects that the Allscripts Indemnified Parties are entitled to indemnification from IDX hereunder; (v) any and all losses, liabilities, obligations, damages, costs and expenses based upon, attributable to or resulting from the failure of any representation or warranty of IDX or ChannelHealth the Representing Sellers set forth in Article VIA Section 4 or VI the Sellers set forth in Section 5 hereof, or any representation or warranty contained in any certificate delivered by or on behalf of IDX or ChannelHealth the Representing Sellers pursuant to this Agreement, to be true and correct in all respects as of the date made; (viiii) any and all losses, liabilities, obligations, damages, costs and expenses based upon, attributable to or resulting from the breach of any covenant or other agreement on the part of IDX or ChannelHealth the Sellers under this Agreement; (iv) any and all losses (including any loss of use of Company Property or any of the tangible personal property of the Company), liabilities, obligations, claims, damages, costs and expenses arising from: (A) any failure of any of the representations and warranties contained in Section 4.19 of this Agreement, or any representation or warranty with respect to environmental matters contained in any certificate delivered by or on behalf of the Representing Sellers pursuant to this Agreement, to have been true and correct in all respects as of the date made; (B) any Release of Hazardous Materials in, on, at, or from the Company Properties which occurred, or resulted from operations occurring, as of or prior to the Closing; (C) any tort liability to third parties as a result of any Releases or from exposure to Hazardous Materials arising from any Releases as of or prior to the Closing; (D) notification or designation under any Environmental Law as a potentially responsible party for onsite or offsite disposal of Hazardous Materials, which disposal occurred as of or prior to the Closing, or the listing of any Purchased Asset on the CERCLA National Priorities List or any similar list under any Environmental Law as a result of onsite disposal of Hazardous Materials as of or prior to the Closing; and (viiE) any fines or penalties with respect to any violation of Environmental Law occurring as of or prior to the Closing; and (v) any and all notices, actions, suits, proceedings, claims, demands, assessments, judgments, costs, penalties and expenses, including attorneys' and other professionals' fees and disbursements (collectively, "Expenses") incident to any and all losses, liabilities, obligations, damages, costs and expenses with respect to which indemnification is provided hereunder (collectively, "Losses"). (b) Allscripts and ParentSubject to Section 10.2, jointly and severally, Purchaser hereby agree agrees to indemnify and hold IDX the Sellers and its their respective Affiliates, agents, successors and assigns (collectively, the "IDX Seller Indemnified Parties") harmless from and against: (i) any and all Losses attributable subject to or resulting from the conduct of the business or operations of ChannelHealth following the Closing; (ii) Section 10.3, any and all Losses based upon, attributable to or resulting from the failure of any representation or warranty of Allscripts or Parent the Purchaser set forth in Article VII or Section 11.3(i) 6 hereof, or any representation or warranty contained in any certificate delivered by or on behalf of Allscripts or Parent the Purchaser pursuant to this Agreement, to be true and correct in all respects as of the date made; (iiiii) any and all Losses based upon, attributable to or resulting from the breach of any covenant or other agreement on the part of Allscripts or Parent the Purchaser under this Agreement; (iv) any and all Losses attributable to or resulting from any default by the ChannelHealth Surviving Corporation under, or any breach by the ChannelHealth Surviving Corporation of, any IDX Contract that occurs in either case after the Closing Date; provided, however, neither Parent, Allscripts nor the ChannelHealth Surviving Corporation shall have any liability under this Section 11.1(b)(iv) for any such breach to the extent such breach is attributable to the gross negligence or willful misconduct of IDX or any of its Affiliates after the Closing Date; and (viii) any and all Expenses incident to the foregoing.

Non-Tax Indemnification. (a) IDX Subject to Section 9.2 hereof, the Seller hereby agrees to defend, indemnify and hold Parentthe Purchaser, Allscriptsthe Companies, ChannelHealth and their respective directors, officers, employees, stockholders, Affiliates, agents, successors and assigns (collectively, the "Allscripts Indemnified Parties") harmless from and against: (i) any and all liabilities of ChannelHealth of every kind, nature and description, absolute or contingent, as existing against ChannelHealth prior to and including the Closing Date or thereafter coming into being or arising by reason of any state of facts existing, or any transaction entered into, on or prior to the Closing Date, except (A) to the extent that the same have been fully provided for in the Balance Sheet and accrued and applied as a liability therein; (B) to the extent that the same were incurred in the ordinary course of business between the Balance Sheet Date and the Closing Date and not as a result of any breach by IDX of any covenant set forth in Section 8.2 hereof, and were fully provided for in the Closing Date Balance Sheet and accrued and applied as a liability therein; and (C) as disclosed in the representations and warranties of IDX or ChannelHealth, the Schedules attached hereto or any certificate delivered by or on behalf of IDX or ChannelHealth pursuant to this Agreement; (ii) any and all losses, liabilities, obligations, claims, damages, costs and expenses arising out of or related (A) to the operation or ownership of the businesses or properties comprising the Retained Assets or (B) the authorization, approval, execution, delivery or performance of the ChannelHealth/IDX Asset Purchase Agreement; (iii) any and all losses, liabilities, obligations, claims, damages, costs and expenses attributable to or resulting from any default under or breach of any IDX Contract (A) by IDX, or (B) by ChannelHealth, which default or breach, in the case of this subclause (B), occurs prior to the Closing Date (except as provided for or disclosed in the exceptions clause set forth in Section 11.1(a)(i) above); provided, however, IDX shall have no liability under this Section 11.1(a)(iii) for any breach occurring after the Closing Date to the extent such breach is attributable to the negligence or willful misconduct of Parent, Allscripts, the ChannelHealth Surviving Corporation or any of their Affiliates after the Closing Date; (iv) any and all losses, liabilities, obligations, claims, damages, costs and expenses attributable to or resulting from the litigation identified on Schedule 6.17 (the "ChannelHealth Litigation") and any other matter, claim, proceeding, dispute, state of facts or condition disclosed on any Schedule hereto with respect to which such Schedule reflects that the Allscripts Indemnified Parties are entitled to indemnification from IDX hereunder; (v) any and all losses, liabilities, obligations, damages, costs and expenses based upon, attributable to or resulting from the failure of any representation or warranty of IDX or ChannelHealth set forth in Article VIA or VI hereof, or any representation or warranty contained in any certificate delivered by or on behalf of IDX or ChannelHealth pursuant to this Agreement, to be true and correct in all respects as of the date made; (vi) any and all losses, liabilities, obligations, damages, costs and expenses based upon, attributable to or resulting from the breach of any covenant or other agreement on the part of IDX or ChannelHealth under this Agreement; and (vii) any and all notices, actions, suits, proceedings, claims, demands, assessments, judgments, costs, penalties and expenses, including attorneys' and other professionals' fees and disbursements (collectively, "Expenses") incident to any and all losses, liabilities, obligations, damages, costs and expenses with respect to which indemnification is provided hereunder (collectively, "Losses"). (b) Allscripts and Parent, jointly and severally, hereby agree to indemnify and hold IDX and its Affiliates, agents, successors and assigns (collectively, the "IDX Purchaser Indemnified Parties") harmless from and against: (i) any and all Losses attributable to or resulting from the conduct of the business or operations of ChannelHealth following the Closing; (ii) any and all Losses based upon, attributable to or resulting from the failure breach of any representation or warranty of Allscripts or Parent the Seller set forth in Article VII or Section 11.3(i4 hereof (other than, for purposes of this Section 9.1(a)(i), the representations and warranties contained in Section 4.20(g) hereof), or any representation or warranty contained in any certificate certificate, document or instrument delivered by or on behalf of Allscripts or Parent the Seller pursuant to this Agreement, to be true and correct in all respects as of Agreement or the date madeother Seller Documents; (iiiii) any and all Losses based upon, attributable to or resulting from the breach of any covenant or other agreement on the part of Allscripts the Seller or Parent its Affiliates (other than the Companies) under this Agreement or the other Seller Documents; (iii) any and all Losses based upon, attributable to or resulting from the Mine Property and the Non-Essential Plant Property other than any such Losses resulting directly from the mining operations of the Purchaser or its Affiliates during the term of the Mining Agreement and the Mining Tail Period (as defined in the Mining Agreement) (provided that the Purchaser's Reclamation Obligations shall be limited as set forth in Section 6.15(f)); (iv) any and all Losses based upon, attributable to or resulting (x) from the breach of the representations and warranties contained in Section 4.20(g) or (y) otherwise from allegations of injury to a person or property damage as a result of the manufacture, sale, distribution, or use of any default product, component, or raw material containing asbestos by the ChannelHealth Surviving Corporation under, or any breach by the ChannelHealth Surviving Corporation of, any IDX Contract that occurs in either case after the Closing Date; provided, however, neither Parent, Allscripts nor the ChannelHealth Surviving Corporation shall have any liability under this Section 11.1(b)(iv) for any such breach to the extent such breach is attributable to the gross negligence or willful misconduct of IDX Companies or any of its their predecessors or Affiliates after the Closing Date; andincluding, but not limited to, Losses in connection with those cases listed in Schedule 4.20(g); (v) any and all Expenses incident Losses based upon, attributable to or resulting from environmental conditions at the Duwamish River, Washington; (vi) any and all Losses based upon, attributable to or resulting from the action entitled Xxxxxxx Xxxxx vs. DeQueen and Eastern Railroad Company et al. (and any other actions based upon, attributable to or resulting from the same circumstances); and (vii) any and all Losses based upon, attributable to or resulting from JHG's loss of the right of possession and use of the Subject Portion. (b) Subject to Section 9.2, Purchaser hereby agrees to defend, indemnify and hold the Seller and its Affiliates, agents, successors and assigns (collectively, the "Seller Indemnified Parties") harmless from and against: (i) any and all Losses based upon, attributable to or resulting from the breach of any representation or warranty of the Purchaser set forth in Section 5 hereof, or any representation or warranty contained in any certificate delivered by or on behalf of the Purchaser pursuant to this Agreement or the other Purchaser Documents; (ii) any and all Losses based upon, attributable to or resulting from the breach of any covenant or other agreement on the part of the Purchaser or its Affiliates under this Agreement or the other Purchaser Documents; (iii) any suit or claim of violation brought against Seller under WARN for any action taken or failed to be taken by the Purchaser or its Affiliates; and (iv) any and all Losses based upon, attributable to or resulting from the operation of the Companies by the Purchaser or its Affiliates after the Closing to the foregoingextent the Purchaser is not indemnified for such Losses by the Seller pursuant to this Agreement or the other Seller Documents.

Non-Tax Indemnification. (a) IDX Subject to Section 8.2 hereof, the Seller hereby agrees to indemnify and hold Parentthe Purchaser, Allscriptsthe Company, ChannelHealth and their respective directors, officers, employees, AffiliatesAFFILIATES, agents, successors and assigns (collectively, the "Allscripts Purchaser Indemnified Parties") harmless from and against: (i) any and all liabilities of ChannelHealth the Company of every kind, nature and description, absolute or contingent, existing as existing against ChannelHealth the Company prior to and including the Closing Date CLOSING DATE or thereafter coming into being or arising by reason of any state of facts existing, or any transaction entered into, on or prior to the Closing DateCLOSING DATE, except (A) to the extent that the same have been fully provided for in the Balance Sheet and accrued and applied as a liability therein; (B) to the extent that the same were incurred in the ordinary course of business between the Balance Sheet Date INTERIM FINANCIAL STATEMENTS and the Closing Date and not CLOSING BALANCE SHEET or except as a result of any breach by IDX of any covenant set forth expressly stated in Section 8.2 hereof, and were fully provided for in the Closing Date Balance Sheet and accrued and applied as a liability therein; and (C) as disclosed in the representations and warranties of IDX or ChannelHealth, the Schedules attached hereto or any certificate delivered by or on behalf of IDX or ChannelHealth pursuant to this AgreementSCHEDULE 4.18; (ii) any and all lossessubject to Section 9.2, liabilities, obligations, claims, damages, costs and expenses arising out of or related (A) to the operation or ownership of the businesses or properties comprising the Retained Assets or (B) the authorization, approval, execution, delivery or performance of the ChannelHealth/IDX Asset Purchase Agreement; (iii) any and all losses, liabilities, obligations, claims, damages, costs and expenses attributable to or resulting from any default under or breach of any IDX Contract (A) by IDX, or (B) by ChannelHealth, which default or breach, in the case of this subclause (B), occurs prior to the Closing Date (except as provided for or disclosed in the exceptions clause set forth in Section 11.1(a)(i) above); provided, however, IDX shall have no liability under this Section 11.1(a)(iii) for any breach occurring after the Closing Date to the extent such breach is attributable to the negligence or willful misconduct of Parent, Allscripts, the ChannelHealth Surviving Corporation or any of their Affiliates after the Closing Date; (iv) any and all losses, liabilities, obligations, claims, damages, costs and expenses attributable to or resulting from the litigation identified on Schedule 6.17 (the "ChannelHealth Litigation") and any other matter, claim, proceeding, dispute, state of facts or condition disclosed on any Schedule hereto with respect to which such Schedule reflects that the Allscripts Indemnified Parties are entitled to indemnification from IDX hereunder; (v) any and all losses, liabilities, obligations, damages, costs and expenses based upon, attributable to or resulting from the failure of any representation or warranty of IDX or ChannelHealth the Seller set forth in Article VIA or VI Section 4 hereof, or any representation or warranty contained in any certificate delivered by or on behalf of IDX or ChannelHealth the Seller pursuant to this Agreement, to be true and correct in all respects as of the date made; (viiii) any and all losses, liabilities, obligations, damages, costs and expenses based upon, attributable to or resulting from the breach of any covenant or other agreement on the part of IDX or ChannelHealth the Seller under this Agreement; and; (viiiv) any and all notices, actions, suits, proceedings, claims, demands, assessments, judgments, costs, penalties and expenses, including attorneys' and other professionals' fees and disbursements (collectively, "ExpensesEXPENSES") reasonably incident to any and all losses, liabilities, obligations, damages, costs and expenses with respect to which indemnification is provided hereunder hereunder, including costs of investigation (collectively, "LossesLOSSES"). (b) Allscripts and ParentSubject to Section 8.2(b), jointly and severally, Purchaser hereby agree agrees to indemnify and hold IDX the Seller and its AffiliatesAFFILIATES, agents, successors and assigns (collectively, the "IDX Seller Indemnified Parties") harmless from and against: (i) any and all Losses attributable subject to or resulting from the conduct of the business or operations of ChannelHealth following the Closing; (ii) Section 9.2, any and all Losses based upon, attributable to or resulting from the failure of any representation or warranty of Allscripts or Parent the Purchaser set forth in Article VII or Section 11.3(i) 5 hereof, or any representation or warranty contained in any certificate delivered by or on behalf of Allscripts or Parent the Purchaser pursuant to this Agreement, to be true and correct in all respects as of the date made; (iiiii) any and all Losses based upon, attributable to or resulting from the breach of any covenant or other agreement on the part of Allscripts or Parent the Purchaser under this Agreement;; and (iviii) any and all Losses attributable to or resulting from any default by the ChannelHealth Surviving Corporation under, or any breach by the ChannelHealth Surviving Corporation of, any IDX Contract that occurs in either case after the Closing Date; provided, however, neither Parent, Allscripts nor the ChannelHealth Surviving Corporation shall have any liability under this Section 11.1(b)(iv) for any such breach to the extent such breach is attributable to the gross negligence or willful misconduct of IDX or any of its Affiliates after the Closing Date; and (v) any and all Expenses EXPENSES reasonably incident to the foregoing.

Non-Tax Indemnification. (a) IDX Subject to Section 9.2 hereof, the Seller hereby agrees to indemnify and hold Parentthe Purchaser, Allscriptsthe Companies, ChannelHealth and their respective directors, officers, employees, Affiliates, agents, successors and assigns (collectively, the "Allscripts Purchaser Indemnified Parties") harmless from and against: (i) any and all liabilities liabilities, losses, obligations, damages, costs and expenses (collectively, "Losses") of ChannelHealth the Companies of every kind, nature and description, absolute or contingent, existing as existing against ChannelHealth any of the Companies prior to and including the Closing Date or thereafter coming into being or arising by reason of any state of facts existing, or any transaction entered into, on or prior to the Closing DateDate (including, without limitation, the cost of any environmental remediation and any costs associated with the matters set forth on Schedule 4.18) except (A) to the extent that the same have been fully provided for in the Balance Sheet (and accrued and applied as a liability therein; (Bliability) to the extent that the same were incurred in the ordinary course of business between the Balance Sheet Date and the Closing Date and not as a result of any breach by IDX of any covenant set forth in Section 8.2 hereof, and were fully provided for in the Closing Date December Balance Sheet and accrued and applied as a liability therein; and net of any amounts actually recovered by the Companies under insurance policies, or other similar reimbursement arrangements, which reduce or relate to the Losses that are or would otherwise be sustained (C) as disclosed in each case net of the representations and warranties costs of IDX or ChannelHealth, the Schedules attached hereto or any certificate delivered by or on behalf recovery of IDX or ChannelHealth pursuant to this Agreementsuch amounts); (ii) subject to Section 10.3, any and all losses, liabilities, obligations, claims, damages, costs and expenses arising out of or related (A) to the operation or ownership of the businesses or properties comprising the Retained Assets or (B) the authorization, approval, execution, delivery or performance of the ChannelHealth/IDX Asset Purchase Agreement; (iii) any and all losses, liabilities, obligations, claims, damages, costs and expenses attributable to or resulting from any default under or breach of any IDX Contract (A) by IDX, or (B) by ChannelHealth, which default or breach, in the case of this subclause (B), occurs prior to the Closing Date (except as provided for or disclosed in the exceptions clause set forth in Section 11.1(a)(i) above); provided, however, IDX shall have no liability under this Section 11.1(a)(iii) for any breach occurring after the Closing Date to the extent such breach is attributable to the negligence or willful misconduct of Parent, Allscripts, the ChannelHealth Surviving Corporation or any of their Affiliates after the Closing Date; (iv) any and all losses, liabilities, obligations, claims, damages, costs and expenses attributable to or resulting from the litigation identified on Schedule 6.17 (the "ChannelHealth Litigation") and any other matter, claim, proceeding, dispute, state of facts or condition disclosed on any Schedule hereto with respect to which such Schedule reflects that the Allscripts Indemnified Parties are entitled to indemnification from IDX hereunder; (v) any and all losses, liabilities, obligations, damages, costs and expenses Losses based upon, attributable to or resulting from the failure of any representation or warranty of IDX or ChannelHealth the Seller set forth in Article VIA IV hereof or VI hereofof BTS set forth in the Employment Matters Side Letter, or any representation or warranty contained in any certificate delivered by or on behalf of IDX or ChannelHealth the Seller pursuant to this AgreementAgreement or BTS under the Employment Matters Side Letter, to be true and correct in all respects as of the date made; (viiii) any and all losses, liabilities, obligations, damages, costs and expenses Losses based upon, attributable to or resulting from the breach of any covenant or other agreement on the part of IDX or ChannelHealth the Seller under this AgreementAgreement or BTS under the Employment Matters Side Letter; (iv) any and all Losses arising out of or resulting from the failure by any of the Companies to collect such Company's accounts receivable as set forth on the December Balance Sheet; (v) any and all Losses (A) arising out of or based upon or with respect to any Employee Benefit Plan or Pension Plan or any other "employee benefit plan" within the meaning of Section 3(3) of ERISA maintained by, contributed to or to which there is or was an obligation to contribute to by Seller, any of the Companies, or any ERISA Affiliate and (B) as a result of any claim made with respect to employment prior to or on the Closing Date with any of the Companies including, without limitation, any claim with respect to, relating to arising out of or in connection with discrimination by any of the Companies or wrongful discharge (including constructive discharge); and (viivi) any and all notices, actions, suits, proceedings, claims, demands, assessments, judgments, costs, penalties and expenses, including attorneys' and other professionals' fees and disbursements (collectively, "Expenses") incident to any and all losses, liabilities, obligations, damages, costs and expenses Losses with respect to which indemnification is provided hereunder (collectively, "Losses")hereunder. (b) Allscripts and ParentSubject to Section 9.2, jointly and severally, the Purchaser hereby agree agrees to indemnify and hold IDX the Seller and its his Affiliates, agents, successors and assigns (collectively, the "IDX Seller Indemnified Parties") harmless from and against: (i) any and all Losses attributable subject to or resulting from the conduct of the business or operations of ChannelHealth following the Closing; (ii) Section 10.3, any and all Losses based upon, attributable to or resulting from the failure of any representation or warranty of Allscripts or Parent the Purchaser set forth in Article VII or Section 11.3(i) V hereof, or any representation or warranty contained in any certificate delivered by or on behalf of Allscripts or Parent the Purchaser pursuant to this Agreement, to be true and correct in all respects as of the date made; (iiiii) any and all Losses based upon, attributable to or resulting from the breach of any covenant or other agreement on the part of Allscripts or Parent the Purchaser under this Agreement; (iviii) any and all Losses attributable to or resulting from any default by liabilities, losses, obligations, damages, costs and expenses (collectively, "Losses") of the ChannelHealth Surviving Corporation underCompanies of every kind, or any breach by nature and description, arising out of the ChannelHealth Surviving Corporation of, any IDX Contract that occurs in either case after operation of the Closing Date; provided, however, neither Parent, Allscripts nor businesses of the ChannelHealth Surviving Corporation shall have any liability under this Section 11.1(b)(iv) for any such breach to the extent such breach is attributable to the gross negligence or willful misconduct of IDX or any of its Affiliates Companies after the Closing Date; and (viv) any and all Expenses incident to the foregoing.