Common use of Indemnification of Purchaser by Seller Clause in Contracts

Indemnification of Purchaser by Seller. Subject to the terms and conditions of this Article VIII, including, without limitation, the terms and conditions set forth in Sections 8.4 and 8.6, from and after the Closing Date, Seller shall indemnify, defend and hold Purchaser, its Affiliates (including, after the Closing Date, the Company), and each of their respective directors, officers, employees, successors and permitted assigns (collectively, the “Purchaser Indemnified Parties”) harmless from and against any and all losses, liabilities, damages or expenses, including reasonable attorneys’ fees (collectively, “Losses”), that any Purchaser Indemnified Party has suffered, sustained, incurred or become subject to and that arises out of: (a) the breach of any of the representations and warranties of Seller contained in Article III of this Agreement, provided that Losses arising out of any breach of any of the representations and warranties contained in Section 3.4 (Governmental Filings), clause (ii) of Section 3.8(i), Section 3.9 (Legal Proceedings), 3.10 (Compliance with Laws), Section 3.12 (Taxes) and Section 3.14(d) (Employee Benefit Plans) shall be determined without giving effect to any “Material Adverse Effect” or other materiality qualification contained in such representations and warranties; (b) the breach of any covenant or agreement of Seller set forth in this Agreement; (c) all Losses incurred by any Purchaser Indemnified Party in respect of Taxes of Seller or any member of an Affiliated Group of which the Company is a part for any Pre-Closing Tax Period of the Company pursuant to Treasury Regulations Section 1.1502-6 (or analogous state or local Tax law); (d) all Losses incurred by any Purchaser Indemnified Party in respect of Taxes with respect to any Pre-Closing Tax Period and for any Pre-Closing Straddle Period Taxes, except to the extent that the Taxes set forth in clauses (c) and (d) are included as current liabilities in Adjusted Net Working Capital, as finally determined pursuant to Section 2.2 of this Agreement; and (e) all uninsured liability arising out of the pending litigation brought by plaintiffs Xxxxxx X. Xxxxxx, Xxxxxxx Xxxxxx, Xxxxxx Xxxxxx and Xxxxxxxxx Xxxxxx identified on Section 3.9 of the Seller Disclosure Schedule (the “Xxxxxx Litigation”). For purposes of this Article VIII only, “Losses” shall not include any losses, liabilities, damages or expenses that are in the nature of punitive, incidental, consequential, special, treble or indirect damages or damages based on any multiple, including business interruption, loss of future revenue, profits or income, or loss of business reputation or opportunity, in each case of any kind or nature, regardless of the form of action through which any of the foregoing are sought.

Indemnification of Purchaser by Seller. Subject (a) Except with respect to the terms and conditions of this Article VIII, including, without limitation, the terms and conditions set forth matters specifically provided for in Sections 8.4 and 8.6Section 7.04, from and after the Closing Date, Seller shall indemnify, defend will indemnify and save and hold Purchaserharmless Purchaser and its Affiliates, and the Company and its Affiliates (including, after the Closing Date, the Company)Subsidiaries, and each of their respective officers, directors, officersshareholders, employeespartners, members and employees and their heirs, successors and permitted assigns (collectively, the “Purchaser Indemnified Parties”) harmless from and against any and all lossesCovered Losses imposed on, liabilitiesincurred, damages asserted against or expenses, including reasonable attorneys’ fees (collectively, “Losses”), that suffered by any such Purchaser Indemnified Party, whether in respect of a Third-Party has sufferedClaim or otherwise, sustaineddirectly or indirectly, incurred resulting from or become subject to and that arises arising out of: (ai) the breach any misrepresentation of or inaccuracy in any of the representations and warranties representation or warranty of Seller contained in Article III this Agreement (other than in respect of this Agreement, provided that Losses arising out of any breach of any of the representations and warranties contained (1) Actions under Section 2.10 (which is addressed in Section 3.4 clause (Governmental Filingsiv) below), (2) Section 2.22(a) or (d) or Section 2.23(a) (which are addressed in clause (iiiv) of Section 3.8(i), Section 3.9 (Legal Proceedings), 3.10 (Compliance with Laws), Section 3.12 (Taxesbelow) and Section 3.14(d2.23(f) (Employee Benefit Plansinsofar as it solely relates to events causing an increase in the reserve requirements relating to loan repurchases) shall be determined without giving effect and Section 2.24 (which are addressed in clause (v) below)) or by Seller or in any document or certificate delivered pursuant hereto (it being understood that for purposes of this Section 11.02, any qualifications relating to any materiality or “Material Adverse Effect” or other materiality qualification contained in any such representations and warranties; representation or warranty (bother than in the first sentence of Section 2.08) the shall be disregarded), (ii) any nonfulfillment or breach of any covenant or agreement of made by Seller set forth in this Agreement; Agreement or in any document or certificate delivered pursuant hereto, and (ciii) all the Restructuring Activities or any Liabilities relating to HRBMC or the operation of HRBMC prior to the Closing Date (except to the extent any such Losses incurred by any are of a nature addressed pursuant to clause (v) below, in which case the Purchaser Indemnified Party in respect of Taxes of Seller or any member of an Affiliated Group of which the Company is a part for any Pre-Closing Tax Period of the Company Parties shall be indemnified pursuant to Treasury Regulations Section 1.1502-6 such clause, unless such Losses are also of a nature addressed pursuant to clause (or analogous state or local Tax lawiv)(A) below, in which case the Purchaser Indemnified Parties shall be indemnified pursuant to clause (iv) below and not clause (v)); (iv) (A) any misrepresentation of or inaccuracy in Section 2.22(a) or (d) all Losses incurred or Section 2.23(a) in this Agreement (it being understood that for purposes of this clause (iv), any qualifications relating to materiality or “Material Adverse Effect” contained in any such representation or warranty shall be disregarded) in so far as it relates to origination or servicing of Loans or Receivables or any Action alleging a violation of Law or act of fraud or predatory lending or failure to disclose or meet borrower suitability standards by the Company or any Purchaser Indemnified Party of its Subsidiaries or any of its employees, representatives, agents or any other Person or entity acting on behalf of any such Person or the Business prior to the Closing (including, without limitation, any failure to obtain or comply with any Permit) in respect connection with the origination or servicing of Taxes with respect Loans or Receivables and (B) any of the Actions listed (or required to be listed) in Section 2.10 of the Seller Disclosure Schedule or other Actions against the Company or any Pre-Closing Tax Period of its Subsidiaries or the Business arising after the date hereof and for any Pre-Closing Straddle Period Taxesprior to the Closing, except in each case clause (A) and (B), to the extent that the Taxes set forth sum of such Covered Losses exceeds (such excess, “Compliance/Actions Covered Losses”) the amount of reserves for such non-compliance or Actions incorporated in clauses (c) and (d) are included as current liabilities in Adjusted the final determination of Final Closing Tangible Net Working Capital, as finally determined Assets pursuant to Section 2.2 1.04; provided, that, Seller shall only be obligated to indemnify and hold harmless the Purchaser Indemnified Parties from and against 75% of this Agreement; the first $10,000,000 of Compliance/Actions Covered Losses (it being understood and agreed that Seller shall be obligated to indemnify and hold harmless the Purchaser Indemnified Parties from and against 100% of all Compliance/Actions Covered Losses in excess of $10,000,000), (v) any Company Guarantee in respect of any sales of Loans or Receivables by the Company or any of its Subsidiaries prior to the Closing or any misrepresentation of or inaccuracy in Section 2.23(f) (insofar as it solely relates to events causing an increase in the reserve requirements relating to loan repurchases) and Section 2.24, but only to the extent that the Covered Losses of the Company and its Subsidiaries in respect of such Company Guarantees and/or arising from any such misrepresentation or inaccuracy exceed in the aggregate (such excess, the “Repurchase Obligation Covered Losses”) the sum of (A) the amount reflected as “Repurchase Liabilities” in the calculation of Final Closing Tangible Net Assets and (eB) all uninsured liability arising out $5,000,000; provided, that, Seller shall only be obligated to indemnify and hold harmless the Purchaser Indemnified Parties from and against 75% of the pending litigation brought by plaintiffs Xxxxxx X. Xxxxxxfirst $50,000,000 of Repurchase Obligation Covered Losses (it being understood and agreed that Seller shall be obligated to indemnify and hold harmless the Purchaser Indemnified Parties from and against 100% of all Repurchased Obligation Covered Losses in excess of such dollar amount), Xxxxxxx Xxxxxx, Xxxxxx Xxxxxx and Xxxxxxxxx Xxxxxx identified on Section 3.9 (vi) any failure to fund any Loans prior to Closing in violation of the Seller Disclosure Schedule (the “Xxxxxx Litigation”). For purposes of this Article VIII only, “Losses” shall not include contractual obligations resulting from any losses, liabilities, damages or expenses that are change in the nature of punitiveCompany’s underwriting guidelines since January 31, incidental, consequential, special, treble or indirect damages or damages based on any multiple, including business interruption, loss of future revenue, profits or income, or loss of business reputation or opportunity, in each case of any kind or nature, regardless of the form of action through which any of the foregoing are sought2007.

Indemnification of Purchaser by Seller. Subject to the terms and conditions of this Article VIII, including, without limitation, the terms and conditions set forth in Sections 8.4 and 8.6, from (a) From and after the Closing Date, subject to the provisions of Sections 7.4 and 7.5, Seller shall indemnify, defend indemnify and save and hold Purchaser, harmless Purchaser and its Affiliates (including, after the Closing Date, the Company), subsidiaries and each of their respective directors, officers, employees, successors directors and permitted assigns Affiliates (collectively, the “Purchaser Indemnified Parties”) harmless from and against any and all losses, liabilities, damages or expenses, including reasonable attorneys’ fees (collectively, “Losses”), that Covered Losses suffered by any such Purchaser Indemnified Party has sufferedParties, sustaineddirectly or indirectly, incurred resulting from or become subject to and that arises arising out of: (ai) the breach any failure of any representation or warranty made by Seller or the Company to be true and correct as of the date of this Agreement or as of, and as if made on, the Closing Date, provided, however, that if any such representation or warranty (other than the representations and warranties of Seller contained made pursuant to Sections 3.4) is qualified in Article III any respect by materiality or Material Adverse Effect, for purposes of this Agreementparagraph such qualifiers will in all respects be ignored and, provided that provided, further, that, for the avoidance of doubt, any Taxes or Covered Losses arising out which result from a failure of any breach of any of the representations and warranties contained representation or warranty in Section 3.4 (Governmental Filings), clause 3.8 to be true and correct and for which the Purchaser and its Affiliates are entitled to be indemnified under Section 5.7(g)(i) shall be governed solely by Section 5.7 and shall be excluded from Section 7.2(a)(i) and the other provisions of this Article VII; (ii) of Section 3.8(i), Section 3.9 (Legal Proceedings), 3.10 (Compliance with Laws), Section 3.12 (Taxes) and Section 3.14(d) (Employee Benefit Plans) shall be determined without giving effect to any “Material Adverse Effect” nonfulfillment or other materiality qualification contained in such representations and warranties; (b) the breach of any covenant or agreement of made by Seller set forth or the Company in this Agreement; (ciii) the operation of, and all Losses incurred events and circumstances relating to the Excluded Accounts except as may otherwise be provided under the IB Agreement, provided that the matters for which indemnification is provided in this clause (iii) shall not include performance or non-performance by any Purchaser Indemnified Party in respect of Taxes of Seller or any member of an Affiliated Group of which party to the Company is a part for any Pre-Closing Tax Period of IB Agreement after the Company pursuant to Treasury Regulations Section 1.1502-6 (or analogous state or local Tax law)Closing; (div) all Losses incurred by any Purchaser Indemnified Party in respect of Taxes with respect to any Pre-Closing Tax Period and for any Pre-Closing Straddle Period Taxes, except to the extent that the Taxes matters set forth in clauses (con Schedule 7.2(a)(iv) and (d) are included as current liabilities in Adjusted Net Working Capital, as finally determined pursuant to Section 2.2 of this Agreement; and (ev) all uninsured the matters set forth on Schedule 7.2(a)(v) to this Agreement, provided that Seller shall have no liability arising out of the pending litigation brought by plaintiffs Xxxxxx X. Xxxxxx, Xxxxxxx Xxxxxx, Xxxxxx Xxxxxx and Xxxxxxxxx Xxxxxx identified on for indemnification pursuant to this Section 3.9 of the Seller Disclosure Schedule (the “Xxxxxx Litigation”). For purposes of this Article VIII only, “Losses” shall not include 7.2(a)(v) with respect to any losses, liabilities, damages or expenses that are Covered Losses for which indemnification is provided hereunder unless such Covered Losses exceed in the nature of punitive, incidental, consequential, special, treble or indirect damages or damages based on any multiple, including business interruption, loss of future revenue, profits or income, or loss of business reputation or opportunityaggregate $5,000,000, in each which case Seller shall be liable for all such Covered Losses in excess of any kind or nature, regardless of the form of action through which any of the foregoing are sought$5,000,000.

Indemnification of Purchaser by Seller. Subject to the terms and conditions of this Article VIII, including, without limitation, the terms and conditions set forth in Sections 8.4 and 8.6, from and after the Closing Date11, Seller shall indemnify, defend indemnify and hold Purchaser, harmless Purchaser and its Affiliates (including, after the Closing Date, the Company)Affiliates, and each of their respective directors, officers, employees, successors agents and permitted assigns (collectively, the “Purchaser Indemnified Parties”) harmless other representatives from and against any and all lossesobligations, judgments, liabilities, damages or expensespenalties, violations, fees, fines, claims, losses, costs, demands, damages, liens, encumbrances and expenses including reasonable attorneys’ fees but excluding any consequential or exemplary damages (except those payable to third parties pursuant to a Third Party Claim) (collectively, “LossesDamages”), that any Purchaser Indemnified Party has suffered, sustained, incurred to the extent connected with or become subject to and that arises out of: arising or resulting from (a) the breach of any of the representations and warranties of Seller contained in Article III of this Agreement, provided that Losses arising out of any breach of any of the representations and warranties contained in Section 3.4 (Governmental Filings), clause (ii) of Section 3.8(i), Section 3.9 (Legal Proceedings), 3.10 (Compliance with Laws), Section 3.12 (Taxes) and Section 3.14(d) (Employee Benefit Plans) shall be determined without giving effect to any “Material Adverse Effect” representation or other materiality qualification contained in such representations and warranties; (b) the breach of any covenant or agreement warranty of Seller set forth in this Agreement; Agreement or any document to be executed by Seller contemplated hereby, (b) any breach, default or non-fulfillment by Seller of any covenant or agreement required to be performed by Seller under this Agreement or any document to be executed by Seller contemplated hereby, (c) all Losses incurred by any Purchaser Indemnified Party in respect of Taxes of Seller or any member of an Affiliated Group of which the Company is a part for any Pre-Closing Tax Period of the Company pursuant to Treasury Regulations Section 1.1502-6 (or analogous state or local Tax law); Excluded Liabilities, (d) all Losses incurred by any Purchaser Indemnified Party in respect of Taxes with respect to any Pre-Closing Tax Period and for any Pre-Closing Straddle Period Taxesthe Excluded Assets, except to the extent that the Taxes set forth in clauses (c) and (d) are included as current liabilities in Adjusted Net Working Capital, as finally determined pursuant to Section 2.2 of this Agreement; and (e) all uninsured liability arising out tax obligations of the pending litigation brought by plaintiffs Xxxxxx X. Xxxxxx, Xxxxxxx Xxxxxx, Xxxxxx Xxxxxx and Xxxxxxxxx Xxxxxx identified on Section 3.9 of the Seller Disclosure Schedule (the “Xxxxxx Litigation”). For purposes of this Article VIII only, “Losses” shall not include any losses, liabilities, damages or expenses that are other than those included in the nature of punitiveAssumed Liabilities, incidental, consequential, special, treble (f) any actual or indirect damages or damages based on any multiple, including business interruption, loss of future revenue, profits or income, or loss of business reputation or opportunity, in each case alleged violation by Seller prior to the Effective Time of any kind Environmental Laws, any Release or naturethreatened Release of any Hazardous Substance at, upon, in, under or from the Hospital or the Acquired Assets prior to the Effective Time, and any Release or threatened Release of any Hazardous Substance from the USTs at any time prior to or after the Effective Time, regardless of the form whether any such matter (i) represents a failure of action through which any representation or warranty contained in this Agreement or any document to be executed by Seller contemplated hereby, to be true and correct when made or deemed made; (ii) represents a breach of any warranty, covenant or agreement of Seller contained in this Agreement or any document to be executed by Seller contemplated hereby or (iii) was disclosed to Purchaser in this Agreement or any document to be executed by Seller contemplated hereby, or otherwise, (g) any brokerage or finder’s fees or commissions or similar payments due in respect of the foregoing are soughttransactions contemplated hereto based on contracts or understandings with Seller, and (h) the failure to deliver title to the Acquired Assets, free and clear of all Liens (other than Permitted Exceptions).

Indemnification of Purchaser by Seller. Subject to the terms and conditions of this Article VIII, including, without limitation, the terms and conditions set forth in Sections 8.4 and 8.6, from (a) From and after the Closing Date, subject to the provisions of Sections 7.4 and 7.5, Seller shall indemnify, defend indemnify and save and hold Purchaser, harmless Purchaser and its Affiliates (including, after the Closing Date, the Company), subsidiaries and each of their respective directors, officers, employees, successors directors and permitted assigns Affiliates (collectively, the “Purchaser Indemnified Parties”) harmless from and against any and all losses, liabilities, damages or expenses, including reasonable attorneys’ fees (collectively, “Losses”), that Covered Losses suffered by any such Purchaser Indemnified Party has sufferedParties, sustaineddirectly or indirectly, incurred resulting from or become subject to and that arises arising out of: (ai) the breach any failure of any representation or warranty made by Seller or the Company to be true and correct as of the date of this Agreement or as of, and as if made on, the Closing Date, provided, however, that if any such representation or warranty (other than the representations and warranties of Seller contained made pursuant to Sections 3.4) is qualified in Article III any respect by materiality or Material Adverse Effect, for purposes of this Agreementparagraph such qualifiers will in all respects be ignored and, provided that , further , that, for the avoidance of doubt, any Taxes or Covered Losses arising out which result from a failure of any breach of any of the representations and warranties contained representation or warranty in Section 3.4 (Governmental Filings), clause 3.8 to be true and correct and for which the Purchaser and its Affiliates are entitled to be indemnified under Section 5.7(g)(i) shall be governed solely by Section 5.7 and shall be excluded from Section 7.2(a)(i) and the other provisions of this Article VII ; (ii) of Section 3.8(i), Section 3.9 (Legal Proceedings), 3.10 (Compliance with Laws), Section 3.12 (Taxes) and Section 3.14(d) (Employee Benefit Plans) shall be determined without giving effect to any “Material Adverse Effect” nonfulfillment or other materiality qualification contained in such representations and warranties; (b) the breach of any covenant or agreement of made by Seller set forth or the Company in this Agreement; (ciii) the operation of, and all Losses incurred events and circumstances relating to the Excluded Accounts except as may otherwise be provided under the IB Agreement, provided that the matters for which indemnification is provided in this clause (iii) shall not include performance or non-performance by any Purchaser Indemnified Party in respect of Taxes of Seller or any member of an Affiliated Group of which party to the Company is a part for any Pre-Closing Tax Period of IB Agreement after the Company pursuant to Treasury Regulations Section 1.1502-6 (or analogous state or local Tax law)Closing; (div) all Losses incurred by any Purchaser Indemnified Party in respect of Taxes with respect to any Pre-Closing Tax Period and for any Pre-Closing Straddle Period Taxes, except to the extent that the Taxes matters set forth in clauses (con Schedule 7.2(a)(iv) and (d) are included as current liabilities in Adjusted Net Working Capital, as finally determined pursuant to Section 2.2 of this Agreement; and (ev) all uninsured the matters set forth on Schedule 7.2(a)(v) to this Agreement, provided that Seller shall have no liability arising out of the pending litigation brought by plaintiffs Xxxxxx X. Xxxxxx, Xxxxxxx Xxxxxx, Xxxxxx Xxxxxx and Xxxxxxxxx Xxxxxx identified on for indemnification pursuant to this Section 3.9 of the Seller Disclosure Schedule (the “Xxxxxx Litigation”). For purposes of this Article VIII only, “Losses” shall not include 7.2(a)(v) with respect to any losses, liabilities, damages or expenses that are Covered Losses for which indemnification is provided hereunder unless such Covered Losses exceed in the nature of punitive, incidental, consequential, special, treble or indirect damages or damages based on any multiple, including business interruption, loss of future revenue, profits or income, or loss of business reputation or opportunityaggregate $5,000,000, in each which case Seller shall be liable for all such Covered Losses in excess of any kind or nature, regardless of the form of action through which any of the foregoing are sought$5,000,000.