Indemnity of the Vendor. 8.2.1. The Vendor hereby further agrees to indemnify and save the Purchaser and Workstream (collectively, in this Section 8, the "Purchaser") harmless from and against any claims, demands, actions, causes of action, damage, loss, deficiency, cost, liability and expense which may be made or brought against the Purchaser or which the Purchaser may suffer or incur as a result of, in respect of or arising out of:
Indemnity of the Vendor. The Vendor and its Affiliates will indemnify and hold harmless the Purchaser and each and all of its directors, officers, employees, agents, Affiliates, successors and assigns, together with each and all of their respective directors, officers, employees, agents, successors and assigns (each and all of the foregoing being referred to collectively as the “Purchaser Indemnitees”) from and against any and all claims, losses, liabilities, damages, costs, obligations, assessments, penalties and interest, demands, actions, and expenses (including actual attorneys’ fees), whether direct or indirect, known or unknown, absolute or contingent, including, without limitation, settlement costs and any legal, accounting, and other expenses for investigation or defending any actions or threatened actions (collectively, “Loss”) which Purchaser Indemnitees may suffer or incur by reason of any misrepresentation, or non-fulfilment of any covenant, on the part of the Vendor under this Agreement, or from any misrepresentation in, or omission from, any certificate, or other instrument, furnished, or to be furnished, to the Purchaser in relation to this Agreement.
Indemnity of the Vendor. 8.1 Subject to clause 9, the Vendor represents and warrants to the Purchaser in the terms of the Warranties and acknowledges that the Purchaser has entered into this Agreement in reliance upon the Warranties. The Warranties are subject to the matters fairly disclosed in the Disclosure Letter.
Indemnity of the Vendor. The Investors will indemnify and will keep indemnified and save harmless the Vendor from and against:
Indemnity of the Vendor. The Vendor agrees to defend, indemnify and hold harmless the Buyer from and against, and to reimburse the Buyer with respect to, all liabilities, losses, costs and expenses, including, without limitation, reasonable attorneys' fees and disbursements, asserted against or incurred by the Buyer by reason of, arising out of, or in connection with any material breach of any representation or warranty contained in this Exchange Agreement and made by the Vendor or in any document or certificate delivered by the Vendor pursuant to the provisions of this Exchange Agreement or in connection with the transactions contemplated thereby, it being understood that the Vendor shall have responsibility hereunder only for the representations and warranties made by the Vendor. All claims to be asserted hereunder must be made by the first anniversary of the Closing.
Indemnity of the Vendor. During the Survival Period (or provided notice of a claim for damages was provided prior the expiration of the Survival Period), the Vendor hereby agrees to indemnify the Purchaser against and to protect, save and keep harmless the Purchaser and its current and former directors, officers, agents and employees from and to assume liability for, payment of all any and all claims, demands, debts, suits, actions, obligations, proceedings, losses, damages, injuries, liabilities, deficiencies, costs and expenses (including without limitation, all reasonable legal and other professional fees and disbursements, interest, penalties and amounts paid in settlement) (collectively, "Damages") that may be incurred or suffered by the Purchaser as a consequence of or in connection with: (i) any inaccuracy or breach of any representation or warranty contained in Article 3; and (ii) any breach of or failure by Vendor to comply with or perform any agreement or covenant contained in this Agreement. Notwithstanding the foregoing, the maximum collective liability of the Vendor herein shall not exceed the amount of the Purchase Price.
