MAINTAIN IN FULL FORCE AND EFFECT ANY OF THE CUSTOMER AGREEMENTS, OTHER THAN
SUCH CONSENTS, APPROVALS, AUTHORIZATIONS AND WAIVERS THAT ARE LISTED ON SCHEDULE
11.2.11 AND HAVE BEEN OBTAINED AND ARE UNCONDITIONAL AND IN FULL FORCE AND
EFFECT AND SUCH NOTICES THAT HAVE BEEN DULY GIVEN, AND COPIES OF SUCH CONSENTS,
APPROVALS, AUTHORIZATIONS, WAIVERS AND NOTICES HAVE BEEN DELIVERED TO PROGINET.
11.2.13 NO REPRESENTATION OR WARRANTY OF BLOCKADE CONTAINED IN THIS AGREEMENT,
AND NO STATEMENT CONTAINED IN ANY CERTIFICATE OR SCHEDULE FURNISHED OR TO BE
FURNISHED BY OR ON BEHALF OF BLOCKADE TO PROGINET OR ANY OF ITS REPRESENTATIVES
PURSUANT HERETO (INCLUDING THE SCHEDULES HERETO), CONTAINS OR WILL CONTAIN ANY
UNTRUE STATEMENT OF A MATERIAL FACT, OR OMITS OR WILL OMIT TO STATE ANY MATERIAL
FACT NECESSARY, IN THE LIGHT OF THE CIRCUMSTANCES UNDER WHICH IT WAS OR WILL BE
MADE, IN ORDER TO MAKE THE STATEMENT HEREIN OR THERE IN, TAKEN AS A WHOLE, NOT
MISLEADING.
11.3
PROGINET FURTHER REPRESENTS AND WARRANTS TO BLOCKADE THAT IT HAS (AND IT
SHALL UTILIZE) THE REQUIRED SKILLS, EXPERTISE, EXPERIENCE AND RESOURCES REQUIRED
TO CARRY OUT ITS OBLIGATIONS PURSUANT TO THIS AGREEMENT, AND WITHIN THE
TIMEFRAME REQUIRED.
12.
INDEMNIFICATION AND LIMITATION OF LIABILITY
12.1
PROGINET AGREES TO INDEMNIFY, DEFEND AND HOLD BLOCKADE AND ITS
REPRESENTATIVES (COLLECTIVELY, THE "BLOCKADE INDEMNIFIED PARTIES") HARMLESS FROM
AND AGAINST ANY AND ALL CLAIMS, DEMANDS, LIABILITIES, DAMAGES, LOSSES (INCLUDING
DIMINUTION IN VALUE), COSTS AND EXPENSES (INCLUDING THE COST OF SETTLEMENT,
REASONABLE LEGAL AND ACCOUNTING FEES AND ANY OTHER EXPENSES FOR INVESTIGATING OR
DEFENDING ANY ACTION, SUIT OR OTHER PROCEEDING, ACTUAL OR THREATENED)
(COLLECTIVELY, THE "LOSSES") ARISING OUT OF OR IN CONNECTION WITH:
12.1.1
THE FAILURE BY PROGINET TO PERFORM ANY OF ITS OBLIGATIONS HEREUNDER
OR ANY BREACH OF ANY REPRESENTATION OR WARRANTY MADE BY PROGINET HEREUNDER OR IN
RESPECT OF ANY CLAIM MADE BASED UPON FACTS ALLEGED WHICH, IF TRUE, WOULD
CONSTITUTE SUCH A BREACH;
12.1.2
ANY CLAIM ARISING FROM EVENTS OCCURRING AFTER THE EFFECTIVE DATE BY
ANY CUSTOMER AND RELATING TO OR ARISING OUT OF THE SOFTWARE OR THE OTHER ASSETS,
EXCEPT FOR ANY CLAIM MADE BY A CUSTOMER RELATED SOLELY TO THE ASSIGNMENT BY
BLOCKADE TO PROGINET IN ACCORDANCE WITH THIS AGREEMENT OF THE CUSTOMER AGREEMENT
TO WHICH SUCH CUSTOMER IS A PARTY;
12.1.3
ANY ACTION, SUIT OR OTHER PROCEEDING, OR OTHER COMPROMISE,
SETTLEMENT OR JUDGMENT, RELATING TO ANY OF THE FOREGOING MATTERS WITH RESPECT TO
WHICH ANY OF THE BLOCKADE INDEMNIFIED PARTIES IS ENTITLED TO INDEMNIFICATION
UNDER SECTION 12.1.1 OR SECTION 12.1.2; PROVIDED IN EACH CASE THAT SUCH BLOCKADE
INDEMNIFIED PARTY GIVES PROMPT NOTICE THEREOF TO PROGINET, ALLOWS PROGINET TO
DEFEND, COMPROMISE OR SETTLE SAME AND GIVES PROGINET ALL AVAILABLE INFORMATION,
REASONABLE ASSISTANCE AND AUTHORITY TO ENABLE PROGINET TO DO SO.
12.2
REPRESENTATIONS MADE IN THIS AGREEMENT BY BLOCKADE WILL SURVIVE FOR
A PERIOD OF 1 YEAR FOLLOWING THE EFFECTIVE DATE. BLOCKADE AGREES TO INDEMNIFY,
DEFEND AND HOLD PROGINET AND ITS REPRESENTATIVES (COLLECTIVELY, THE "PROGINET
INDEMNIFIED PARTIES") HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS,