Common use of Indemnification of Purchaser by Seller Clause in Contracts

Indemnification of Purchaser by Seller. Seller agrees to indemnify and hold Purchaser, its affiliates and its officers, directors, employees and permitted assigns harmless of and from any and every claim, demand, proceeding and suit, and from every liability, loss, damage, cost, charge and expense (including, without limitation, any actions or expenditures required by Requirements of Law, operating regulations of National Associations or card agreements to correct deficiencies related to the Accounts to be Sold) or any other liability of every nature, kind and description whatsoever, whether or not material, liquidated, contingent or prospective in nature, exclusive of Excluded Damages, by reason of or resulting from or arising out of any of: 1. The ownership or administration of the Assets to be Sold by the Seller prior to the Closing Date (whether known or unknown, contingent or matured); 2. Seller’s performance of its obligations under this Agreement affecting or alleged to affect Persons not related to the parties hereto; 3. Any misrepresentation or breach of any representation, warranty or covenant of Seller contained herein or in any document or instrument delivered by Seller hereunder; 4. The termination of any agreements or relationships related to the Assets to be Sold; 5. Any fraudulent or dishonest act by Seller, its affiliates, agents or representatives related to this Agreement; or 6. Seller’s failure to comply with applicable Requirements of Law relevant to this Agreement. Seller shall be liable for reasonable attorneys’ fees and expenses incurred by Purchaser, but only if the same are incurred in connection with claims, demands, proceedings or suits asserted by Persons not related to the parties hereto.

Indemnification of Purchaser by Seller. Seller agrees shall, if Registrable Securities held by or issuable to Seller are included in the securities as to which such registration or qualification is being effected, defend, indemnify and hold harmless Purchaser, each of its affiliates directors, officers and its employees, and each underwriter (if any) and each person, if any, who controls Purchaser or any such underwriter within the meaning of the Securities Act, against and in respect of all claims, losses, damages, liabilities, penalties, costs and expenses, including reasonable attorneys' fees, and amounts paid in settlement arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any such registration statement, prospectus or other document, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus or other document in reliance upon and in conformity with written information furnished to Purchaser by Seller in a signed document stating that such information is specifically for use therein or in the preparation thereof. Seller shall reimburse Purchaser, and each of such directors, officers, directorsemployees, employees and permitted assigns harmless of and from persons or underwriters, for any and every legal or any other expenses incurred by them in connection with investigating or defending any such claim, demand, proceeding and suit, and from every liability, loss, damage, costliability or action, charge and expense (including, without limitation, any actions or expenditures required by Requirements of Law, operating regulations of National Associations or card agreements to correct deficiencies related to the Accounts to be Sold) or any other liability of every nature, kind and description whatsoever, whether or not material, liquidated, contingent or prospective in nature, exclusive of Excluded Damages, by reason of or resulting from or arising out of any of: 1including reasonable attorneys' fees. The ownership or administration of failure on the Assets to be Sold by the Seller prior to the Closing Date (whether known or unknown, contingent or matured); 2. Seller’s performance of its obligations under this Agreement affecting or alleged to affect Persons not related to the parties hereto; 3. Any misrepresentation or breach of any representation, warranty or covenant part of Seller contained herein or in any document or instrument delivered by Seller hereunder; 4. The termination of any agreements or relationships related to the Assets to be Sold; 5. Any fraudulent or dishonest act by Seller, its affiliates, agents or representatives related to this Agreement; or 6. Seller’s failure to comply with applicable Requirements laws in effecting the sale or other disposition of Law relevant to this Agreementsuch Registrable Securities shall also invoke Seller's indemnification as prescribed above. Seller Such indemnity shall be liable for reasonable attorneys’ fees and expenses incurred effective notwithstanding any investigation made by or on behalf of Purchaser, but only if any such director, officer, employee, underwriters or controlling person and shall survive the same are incurred in connection with claims, demands, proceedings or suits asserted transfer of such securities by Persons not related to the parties heretosuch seller.

Indemnification of Purchaser by Seller. (a) Seller agrees to indemnify shall keep and hold save Purchaser, its affiliates and its officersaffiliates, directors, employees officers, employees, agents and permitted assigns other representatives, forever harmless of from and from shall indemnify and defend Purchaser against any and every claimall obligations, demandjudgments, proceeding liabilities, penalties, violations, fees, fines, claims, losses, costs, demands, damages, liens, encumbrances and suit, and from every liability, loss, damage, cost, charge and expense (including, without limitation, any actions or expenditures required by Requirements of Law, operating regulations of National Associations or card agreements to correct deficiencies related to the Accounts to be Sold) or any other liability of every nature, kind and description whatsoever, whether or not material, liquidated, contingent or prospective in nature, exclusive of Excluded Damages, by reason of or resulting from or arising out of any of: 1. The ownership or administration of the Assets to be Sold by the Seller prior to the Closing Date (whether known or unknown, contingent or matured); 2. Seller’s performance of its obligations under this Agreement affecting or alleged to affect Persons not related to the parties hereto; 3. Any misrepresentation or breach of any representation, warranty or covenant of Seller contained herein or in any document or instrument delivered by Seller hereunder; 4. The termination of any agreements or relationships related to the Assets to be Sold; 5. Any fraudulent or dishonest act by Seller, its affiliates, agents or representatives related to this Agreement; or 6. Seller’s failure to comply with applicable Requirements of Law relevant to this Agreement. Seller shall be liable for expenses including reasonable attorneys’ fees (collectively, “Damages”), whether direct or consequential and expenses incurred no matter how arising, to the extent, connected with or arising or resulting from (i) any breach of any representation or warranty of Seller under this Agreement, (ii) any breach or default by Seller of any covenant or agreement of Seller under this Agreement, (iii) the Excluded Liabilities, (iv) the Excluded Assets, and (v) all federal, state and local income taxes relating to Seller. No provision in this Agreement shall prevent Seller from pursuing any of its legal rights or remedies that may be granted to Seller by law against any person or legal entity other than Purchaser or any affiliate of Purchaser. (b) Purchaser shall promptly give written notice to Seller in the event that any claim is made against Purchaser or the Assets for which Seller has agreed to indemnify Purchaser as set forth in this Agreement, but only if and Seller shall thereupon undertake to defend promptly and hold Purchaser free and harmless therefrom, using counsel reasonably satisfactory to Purchaser. Once the defense thereof is assumed by Seller, Seller shall keep Purchaser advised of all developments in the defense thereof and in any related litigation, and Purchaser shall be entitled at all times to participate in the defense thereof at its own expense. If Seller fails to discharge or undertake to defend against any such liability within fifteen (15) days after written notice thereof, then Purchaser may settle the same are incurred in connection with claims, demands, proceedings or suits asserted by Persons not related and shall provide notice of the terms thereof to the parties hereto.Seller within ten

Indemnification of Purchaser by Seller. From and after the Closing, subject to the limitations set forth in Section 9.4 and not in duplication of any indemnity obligation of Seller agrees pursuant to indemnify Section 2.7(a), Seller shall indemnify, defend and hold Purchaser, its affiliates harmless Purchaser and its Affiliates (including, from and after the Closing, the Companies), and their respective equityholders, officers, directors, employees employees, members, managers, partners, stockholders, agents, representatives, successors and permitted assigns harmless (hereafter, collectively, “Purchaser Indemnitees”) from and against and in respect of and from any and every claimall Losses suffered, demand, proceeding and suit, and from every liability, loss, damage, cost, charge and expense (including, without limitation, sustained or incurred by any actions or expenditures required by Requirements of Law, operating regulations of National Associations or card agreements to correct deficiencies related to the Accounts to be Sold) or any other liability of every nature, kind and description whatsoever, whether or not material, liquidated, contingent or prospective in nature, exclusive of Excluded Damages, Purchaser Indemnitee by reason of or resulting from of, that relate to or arising out of any of: 1. The ownership or administration (a) any failure of the Assets representations and warranties by Seller contained in this Agreement or in any certificate, instrument or document delivered hereunder to be Sold true and correct in all respects as of the date hereof and as of the Closing Date; (b) any breach or nonfulfillment of any covenant or agreement of Seller contained in this Agreement or contained in any certificate, instrument or document delivered hereunder; or (c) the operations of any present or past business conducted, directly or indirectly by Seller or Seller Guarantor or any if its Subsidiaries, other than the Business as conducted by the Seller prior to the Closing Date Companies. For purposes of (x) determining whether known or unknown, contingent or matured); 2. Seller’s performance of its obligations under this Agreement affecting or alleged to affect Persons not related to the parties hereto; 3. Any misrepresentation or breach there has been a failure of any representation, warranty warranty, covenant or covenant agreement of Seller contained herein or in any document or instrument delivered by Seller hereunder; 4. The termination of any agreements or relationships related to the Assets to be Sold; 5. Any fraudulent true and correct and (y) calculating the amount of Losses with respect thereto, all limitations or dishonest act by Sellerqualifications based on materiality, its affiliatesMaterial Adverse Effect, agents knowledge or representatives related to this Agreement; or 6. Seller’s failure to comply with applicable Requirements other terms of Law relevant to this Agreement. Seller similar import or effect shall be liable for reasonable attorneys’ fees and expenses incurred by Purchaser, but only if the same are incurred in connection with claims, demands, proceedings or suits asserted by Persons not related to the parties heretodisregarded.