Common use of Vendor Indemnification Clause in Contracts

Vendor Indemnification. Vendor agrees to and does hereby defend, indemnify and hold harmless Division and each Purchaser, their Affiliates, successors, assigns, directors, officers, agents and employees (“Division Indemnitees”) from and against any and all liabilities, demands, losses, damages, costs, expenses, fines, amounts paid in settlements or judgments, and all other reasonable expenses and costs incident thereto, including reasonable attorneys’ fees (collectively referred to as “Damages”) arising out of or resulting from: (i) any claim, lawsuit, investigation, proceeding, regulatory action, or other cause of action, arising out of or in connection with Products and/or Services, or the possession and/or use of the Products or Services (“Injury”); (ii) the breach or alleged breach by Vendor of the representations, warranties or covenants contained in this Agreement or in materials furnished by Vendor or any Vendor Personnel; or (iii) any infringement, misappropriation or alleged infringement or misappropriation of any patent, trademark, copyright, trade secret or other intellectual property right resulting from the purchase of Products and/or Purchasers’ possession and use thereof, as well as from receipt of any Services provided hereunder. If the Injury is caused by the negligence or fault of both Vendor (and/or any Vendor Personnel), on the one hand, and any of the Division Indemnitees, on the other hand, the apportionment of said Damages shall be shared between Vendor and such Division Indemnitees based upon the comparative degree of each other’s negligence or fault, and each shall be responsible for its own defense and costs, including but not limited to the costs of defense, attorneys’ fees, witnesses’ fees and expenses incident thereto.

Vendor Indemnification. Vendor agrees to and does hereby defend, indemnify and hold harmless Division HPG and each Purchaser, their Affiliates, successors, assigns, directors, officers, agents and employees (“Division HPG Indemnitees”) from and against any and all liabilities, demands, losses, damages, costs, expenses, fines, amounts paid in settlements or judgments, and all other reasonable expenses and costs incident thereto, thereto including reasonable attorneys’ fees (collectively referred to as “Damages”) arising out of or resulting from: (i) any claim, lawsuit, investigation, proceeding, regulatory action, or other cause of action, arising out of or in connection with Products and/or Services, or the possession and/or use of the Products or Services (“Injury”), except to the extent the Injury was caused by reason of an HPG Indemnitee’s negligence; (ii) the breach or alleged breach by Vendor of the representations, warranties or covenants contained in this Agreement or in materials furnished by Vendor or any Vendor PersonnelVendor, including the Warranty of Non-exclusion set forth in Section 14.5; or (iii) any infringement, misappropriation or alleged infringement or misappropriation of any patent, trademark, copyright, trade secret or other intellectual property right resulting from the purchase of Products and/or Purchasers’ possession and use thereof, as well as from receipt of any Services provided hereunder. If the Injury is caused by the negligence or fault of both Vendor (and/or any Vendor Personnel), on the one hand, and any of the Division HPG Indemnitees, on the other hand, the apportionment of said Damages shall be shared between Vendor and such Division HPG Indemnitees based upon the comparative degree of each other’s negligence or faultnegligence, and each shall be responsible for its own defense and costs, including but not limited to the costs of defense, attorneys’ fees, witnesses’ fees and expenses incident thereto.

Vendor Indemnification. Vendor agrees to and does hereby defend, indemnify and hold harmless Division and each Purchaser, their Affiliates, successors, assigns, directors, officers, agents and employees (“Division Indemnitees”) from and against any and all liabilities, demands, losses, damages, costs, expenses, fines, amounts paid in settlements or judgments, and all other reasonable expenses and costs incident thereto, including reasonable attorneys’ fees (collectively referred to as “Damages”) arising out of or resulting from: (i) any claim, lawsuit, investigation, proceeding, regulatory action, or other cause of action, arising out of or in connection with Products and/or Services, or the possession and/or use of the Products or Services (“Injury”), except to the extent the Injury was caused by reason of a Division Indemnitee’s negligence; (ii) the breach or alleged breach by Vendor of the representations, warranties or covenants contained in this Agreement or in materials furnished by Vendor or any Vendor PersonnelVendor, including the Warranty of Non-exclusion set forth in Section 14.5; or (iii) any infringement, misappropriation or alleged infringement or misappropriation of any patent, trademark, copyright, trade secret or other intellectual property right resulting from the purchase of Products and/or Purchasers’ possession and use thereof, as well as from receipt of any Services provided hereunder. If the Injury is caused by the negligence or fault of both Vendor (and/or any Vendor Personnel), on the one hand, and any of the Division Indemnitees, on the other hand, the apportionment of said Damages shall be shared between Vendor and such Division Indemnitees based upon the comparative degree of each other’s negligence or faultnegligence, and each shall be responsible for its own defense and costs, including but not limited to the costs of defense, attorneys’ fees, witnesses’ fees and expenses incident thereto.

Vendor Indemnification. Vendor agrees to and does hereby defend, indemnify and hold harmless Division HPG and each Purchaser, their Affiliates, successors, assigns, directors, officers, agents and employees (“Division HPG Indemnitees”) from and against any and all liabilities, demands, losses, damages, costs, expenses, fines, amounts paid in settlements or judgments, and all other reasonable expenses and costs incident thereto, including reasonable attorneys’ fees (collectively referred to as “Damages”) arising out of or resulting from: (i) any claim, lawsuit, investigation, proceeding, regulatory action, or other cause of action, arising out of or in connection with Products and/or Services, or the possession and/or use of the Products or Services (“Injury”); (ii) the breach or alleged breach by Vendor of the representations, warranties or covenants contained in this Agreement or in materials furnished by Vendor or any Vendor Personnel; or (iii) any infringement, misappropriation or alleged infringement or misappropriation of any patent, trademark, copyright, trade secret or other intellectual property right resulting from the purchase of Products and/or Purchasers’ possession and use thereof, as well as from receipt of any Services provided hereunder. If the Injury is caused by the negligence or fault of both Vendor (and/or any Vendor Personnel), on the one hand, and any of the Division HPG Indemnitees, on the other hand, the apportionment of said Damages shall be shared between Vendor and such Division HPG Indemnitees based upon the comparative degree of each other’s negligence or fault, and each shall be responsible for its own defense and costs, including but not limited to the costs of defense, attorneys’ fees, witnesses’ fees and expenses incident thereto.

Vendor Indemnification. Vendor agrees (a) Consortio and Convenxia jointly and severally covenant and agree to indemnify, hold and does hereby defend, indemnify and hold save harmless Division and each Purchaser, their Affiliates, successors, assigns, directors, officers, agents and employees (“Division Indemnitees”) the Purchaser from and against any claim, threatened claim, loss or damage suffered by the Purchaser as a result of any breach of or noncompliance with, or untruth of any of the warranties, representations or covenants of Consortio and Convenxia contained in this Agreement, in any schedule hereto, in any documents to be executed and delivered pursuant to this Agreement or in any documents executed and delivered in connection with the completion of the transaction contemplated herein, including, without limiting the generality of the foregoing, all liabilitiescosts and expenses (including legal fees incurred in connection with any such loss or damage and in connection with any claim under this Article 8). (b) Without in any way limiting the generality of Subsection 8.1(a), demandsConsortio and Convenxia shall promptly and diligently defend the Purchaser at Consortio and Convenxia’s sole expense against any actions or claims that the Software infringes any registered patent or copyright and shall pay the resultant court costs, legal fees and any damages finally awarded. (c) Without in any way limiting the generality of Subsection 8.1(a), Consortio and Convenxia shall indemnify, hold and save the Purchaser harmless from all losses, damages, costs, expenses, fines, amounts paid in settlements or judgments, settlements, legal fees, if any, on an attorney and his own client basis, reasonable and necessary costs and expenses incurred by the Purchaser as a result of any virus introduced into the Software on or before the Closing acquired by the Purchaser including, without limitation, the actual and reasonable costs of curtailing the spread of the virus, correction of all affected components and replacement of affected components of the programs with functionally equivalent components. (d) Consortio and Convenxia jointly and severally covenant and agree to indemnify, hold and save harmless the Purchaser from and against any loss or damage suffered by the Purchaser as a result of the encumbrance in favour of Imperial Bank referred to in Schedule “G” and all other reasonable expenses and costs incident thereto, including reasonable attorneys’ fees indebtedness which is secured by such encumbrance. (collectively referred e) If Consortio or Convenxia becomes liable to the Purchaser in respect of any loss or damage suffered by the Purchaser as “Damages”) arising out a result of or resulting from: (i) any claim, lawsuit, investigation, proceeding, regulatory action, or other cause of action, arising out of or in connection with Products and/or Services, or the possession and/or use of the Products or Services (“Injury”); (ii) the breach or alleged breach by Vendor non-compliance with or untruth of the any representations, warranties or covenants of Consortio or Convenxia contained in this Agreement herein, or in materials furnished by Vendor or any Vendor Personnel; or (iii) any infringementdocuments to be executed and delivered pursuant hereto, misappropriation or alleged infringement or misappropriation of any patent, trademark, copyright, trade secret or other intellectual property right resulting from then in addition to all the purchase of Products and/or Purchasers’ possession and use thereof, as well as from receipt of any Services provided hereunder. If the Injury is caused by the negligence or fault of both Vendor (and/or any Vendor Personnel), on the one hand, and any rights of the Division Indemnitees, on the other handPurchaser, the apportionment of said Damages Purchaser shall be shared between Vendor and entitled to set-off the amount of such Division Indemnitees based upon liability against the comparative degree instalments of each other’s negligence or fault, and each shall be responsible for its own defense and costs, including but not limited the balance of the Purchase Price due to the costs Consortio hereunder in order of defense, attorneys’ fees, witnesses’ fees and expenses incident theretomaturity.