Common use of Indemnification for Benefit of Buyer Clause in Contracts

Indemnification for Benefit of Buyer. Seller shall indemnify Buyer Parties and save and hold each of them harmless against and pay on behalf of or reimburse such Buyer Parties as and when incurred for any Losses which any such Buyer Party may suffer, sustain or become subject to, as a result of, in connection with, relating or incidental to or by virtue of (i) any breach of any representation or warranty of Seller under this Agreement or any of the Schedules attached hereto, or in any of the certificates or other instruments or documents furnished to Buyer by Seller pursuant to this Agreement, (ii) any nonfulfillment or breach of any covenant or agreement by Seller under this Agreement or any of the Schedules attached hereto, and (iii) any liability or obligation which is an Excluded Liability; provided that Seller shall not have any liability under clause (i) above (other than with respect to the representations and warranties contained in Section 4.11 and the first, second and last sentence of Section 4.2 and other than with respect to any willful breach of any representation or warranty made by Seller in this Agreement) unless the aggregate of all Losses relating thereto for which Seller would, but for this proviso, be liable exceeds on a cumulative basis an amount equal to $225,000, at which xxxx Xxxxxx shall be liable for the full amount of all such Losses from and including the first dollar of any Losses; and Seller’s aggregate liability under clause (i) above (other than with respect to the representations and warranties contained in Section 4.6 and the Critical Representations) shall in no event exceed $7,000,000 (with it being understood, however, that nothing in this Agreement (including this Section 6.2(a)) shall limit or restrict any of Buyer Parties’ rights to maintain or recover any amounts in connection with any action or claim based upon fraudulent misrepresentation or deceit or with respect to any willful breach of any representation or warranty made by Seller in this Agreement).

Indemnification for Benefit of Buyer. Each Seller shall indemnify Buyer Parties indemnify, defend and save and hold each of them the Buyer Indemnified Parties harmless against against, and pay on behalf of or reimburse such each of the Buyer Indemnified Parties as and when incurred for any Losses which any such of the Buyer Party Indemnified Parties may suffer, sustain or become subject to, as a result of, in connection with, relating or incidental to to, or by virtue of of: (i) any breach or inaccuracy of any representation or warranty of any Seller under this Agreement or any of the Schedules schedules attached heretohereto (including the Disclosure Schedule), or in any of the agreements, certificates or other instruments or documents furnished to Buyer by any Seller or the Company or their Affiliates pursuant to this Agreement, ; (ii) any nonfulfillment nonfulfillment, nonperformance or breach of any covenant or agreement by any Seller or their Affiliates (including, prior to the Closing, the Company) under this Agreement or Agreement, any of the Schedules schedules attached heretohereto (including, and without limitation, the Disclosure Schedule), or in any of the agreements, certificates or other instruments or documents furnished to Buyer by any Seller, the Company or their Affiliates pursuant to this Agreement; (iii) to the extent the following items are not included in the calculation of the final Closing Cash Amount, without duplication: (A) any liability Closing Indebtedness; (B) any Non-Ordinary Course Liabilities; and (C) any Excluded Liabilities; and (iv) those facts, circumstances, events, occurrences or obligation which is an Excluded Liabilitymatters set forth on Exhibit 9.2(a)(iv). Each Seller shall be jointly and severally liable to the Buyer Indemnified Parties for any and all Losses subject to indemnification pursuant to this Section 9.2(a) up to such Seller’s Pro Rata Share of such Losses; provided provided, however, that a Seller shall not have any liability under clause (i) above (other than with respect be liable to Buyer or the Buyer Indemnified Parties to the representations extent (but only to the extent) of those Losses subject to indemnification pursuant to this Section 9.2(a) that result solely and warranties contained in Section 4.11 and the first, second and last sentence of Section 4.2 and other than with respect to any willful directly from (A) breach or inaccuracy of any representation or warranty made by Seller in this Agreement) unless the aggregate of all Losses relating thereto for which Seller would, but for this proviso, be liable exceeds on a cumulative basis an amount equal to $225,000, at which xxxx Xxxxxx shall be liable for the full amount of all such Losses from and including the first dollar of any Losses; and Seller’s aggregate liability under clause (i) above (other than with respect to the representations and warranties contained in Section 4.6 and the Critical Representationsanother Seller pursuant to ARTICLE IV, or (B) shall in no event exceed $7,000,000 (with it being understood, however, that nothing in this Agreement (including this Section 6.2(a)) shall limit nonfulfillment or restrict any of Buyer Parties’ rights to maintain or recover any amounts in connection with any action or claim based upon fraudulent misrepresentation or deceit or with respect to any willful breach by another Seller of any representation or warranty made by Seller in this Agreement).covenant 102596957.7 0059466-00008 48

Indemnification for Benefit of Buyer. In the event Seller shall breaches (or in the event any third-party unrelated to Buyer alleges facts that, if true, would mean Seller has breached) any of its representations, warranties, and covenants contained herein, then Seller will indemnify Buyer Parties and save and hold each of them harmless against Buyer for, and will pay on behalf of or reimburse such to Buyer Parties as and when incurred for the amount of, any Losses which any such Buyer Party may sufferarising, sustain directly or become subject toindirectly, as a result of, from or in connection with, relating or incidental to or by virtue of with (ia) any breach of any representation or warranty of Seller under this Agreement or any of the Schedules attached heretorepresentation, warranty, covenant, or in any obligation of the certificates or other instruments or documents furnished to Buyer by Seller pursuant to this Agreement, (iib) all claims, Losses, Liabilities, demands and obligations, including reasonable attorneys’ fees and expenses, and all real estate taxes, intangibles and franchise taxes, sales and use taxes, social security and unemployment taxes, all accounts payable and operating expenses (including salaries, rents and utility charges) and which arise, or are claimed or demanded on or after the Closing Date, or that arise out of any Proceedings commenced on or after the Closing Date and that relate in whole or in part to operations, conditions, events or activities at the Branches prior to the Closing Date and with respect to latent conditions, even if continuing on or after the Closing Date, (c) any nonfulfillment or breach liability of any covenant or agreement by Seller under this Agreement or any of the Schedules attached its Affiliates not expressly assumed by Buyer pursuant hereto, and ; (iiid) any liability check or obligation other instrument drawn on or deposited into a Branch Deposit account prior to the Closing Date upon which a forgery (signature or endorsement) or alteration claim is an Excluded Liabilityasserted against Buyer; provided (e) any chargeback occurring after the Closing Date on a Deposit account to the extent that such chargeback exceeds the funds in the account on the date of such chargeback but solely to the extent that such chargeback resulted from a violation of Seller’s expedited funds availability policy in effect on the date such funds were deemed collected on the account (provided, that Buyer shall reimburse Seller for any sums so indemnified to the extent that Seller shall not have recoups any liability under clause funds so charged back from subsequent deposits into the Deposit account so transferred); or (if) above (other than with respect the ownership or operation of the Branches or their business and properties on or prior to the representations and warranties contained in Section 4.11 and the first, second and last sentence of Section 4.2 and other than with respect to any willful breach of any representation or warranty made by Seller in this Agreement) unless the aggregate of all Losses relating thereto for which Seller wouldClosing Date, but for this proviso, be liable exceeds on a cumulative basis an amount equal to $225,000, at which xxxx Xxxxxx shall be liable for the full amount of excluding all such Losses from and including the first dollar of any Losses; and Seller’s aggregate liability under clause (i) above (other than with respect to the representations and warranties contained in Section 4.6 and the Critical Representations) shall in no event exceed $7,000,000 (with it being understood, however, that nothing in this Agreement (including this Section 6.2(a)) shall limit or restrict any of Buyer Parties’ rights to maintain or recover any amounts in connection with any action or claim based upon fraudulent misrepresentation or deceit or with respect to any willful breach of any representation or warranty made by Seller in this Agreement)Assumed Liabilities.

Indemnification for Benefit of Buyer. After the Closing, Seller ------------------------------------ shall indemnify Buyer Parties and its Affiliates, stockholders, officers, directors, employees, agents, representatives, successors and, to the extent permitted pursuant to Section 11.4, assigns (collectively, the "Buyer Parties") and save ------------- and hold each of them harmless against and pay on behalf of or reimburse such Buyer Parties as and when incurred for any Losses loss, liability, demand, claim, action, cause of action, cost, damage (including diminutions in value and consequential damages), deficiency, Tax, penalty, fine or expense, whether or not arising out of third party claims (including interest, penalties and reasonable attorneys', consultants' and other experts' fees and expenses and all reasonable amounts paid in investigation, defense or settlement of any of the foregoing and enforcement of its rights hereunder) (collectively, "Losses") ------ which any such Buyer Party may suffer, sustain or become subject to, as a result of, in connection with, relating or incidental to or by virtue of of: (i) any breach of any representation or warranty of Seller (other than Environmental Representations) under this Agreement or any of the Schedules attached hereto, or other Transaction Agreements or in any of the certificates or other instruments or documents furnished to Buyer by Seller pursuant to this AgreementAgreement (in each case ignoring, for purposes of determining the inaccuracy or breach thereof and the amount of Losses relating thereto, any qualification as to materiality contained in any such representation or warranty); (ii) any nonfulfillment or breach of any covenant or other agreement by Seller under this Agreement or any of the Schedules attached hereto, and other Transaction Agreements; or (iii) except with respect to Environmental Laws and Environmental Matters (which are the subject of Section 9.3 below) and except as to employee matters that are otherwise treated in Article X, any liability or obligation which is an with respect to the Excluded LiabilityLiabilities and other liabilities of Seller arising from other businesses that are not the Business; provided that Seller shall not have any liability under -------- ---- clause (i) above (other than with respect to the representations and warranties contained in Section 4.11 and Sections 6.2, 6.3(b), the first, second and last first sentence of Section 4.2 6.12(a), 6.14(a), the first three sentences of 6.14(b) and other than with respect to any willful breach clauses (i), (ii) and (vii) of any representation or warranty made by Seller in this Agreement6.14(b), 6.15(a) and (c), 6.23 and 6.24) unless the aggregate of all Losses relating thereto for which Seller would, but for this proviso, be liable exceeds on a cumulative basis an amount equal to $225,000, at which xxxx Xxxxxx 350,000 and then Seller shall be liable for the full amount of all such Losses from in excess of one half of the $350,000 threshold amount (i.e., $175,000) and including the first dollar shall not be liable for $175,000 of any such Losses; and provided -------- further that Seller shall not have any liability under clause (i) above for any ------- individual item where the Loss relating to such item is less than $5,000 (it being understood, however, that all Losses related to claims arising out of the same or related facts, events or circumstances shall be considered an individual item for purposes of this Agreement and all such items shall be aggregated for purposes of this proviso to this Section 9.2(a); and provided -------- further that Seller’s 's aggregate liability under clause (i) above (other than ------- with respect to the representations and warranties contained in Section 4.6 Sections 6.2, 6.3(b), the first sentence of 6.12(a), 6.14(a), the first three sentences of 6.14(b) and the Critical Representationsclauses (i), (ii) and (vii) of 6.14(b), 6.15(a) and (c), 6.23 and 6.24) shall in no event exceed $7,000,000 20,000,000 (with it being understood, however, that nothing in this Agreement (including Section 9.1 and this Section 6.2(a9.2(a)) shall limit or restrict any of the Buyer Parties’ ' rights to maintain or recover any amounts in connection with any action or claim based upon fraudulent intentional misrepresentation by Seller or intentional deceit by Seller or with respect to any willful intentional breach of any representation or warranty made by Seller in this Agreement).