Common use of Indemnification of Seller by Purchaser Clause in Contracts

Indemnification of Seller by Purchaser. Purchaser agrees to indemnify and hold Seller, 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 (but in no event with respect to credit losses related to the Accounts to be Sold unless otherwise provided in this Agreement)) 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: 1. The ownership or administration of the Assets to be Sold by the Purchaser subsequent to the Closing Date (whether known or unknown, contingent or matured); 2. Purchaser’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 Purchaser contained herein or in any document or instrument delivered by Purchaser hereunder; 4. Any fraudulent or dishonest act by Purchaser, its affiliates, agents or representations related to this Agreement; and 5. Purchaser’s failure to comply with applicable Requirements of Law relevant to this Agreement. Purchaser shall be liable for reasonable attorneys’ fees and expenses incurred by Seller, 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 Seller by Purchaser. Purchaser agrees to shall defend, indemnify and hold Sellerharmless Seller and its direct and indirect parent corporations, its subsidiaries and affiliates and its their respective each of Seller's officers, directors, employees partners, members and permitted assigns harmless of and from any and every claim, demand, proceeding and suitemployees, and from every liabilityeach underwriter (if any) and each person, if any, who controls Seller or any such underwriter within the meaning of the Securities Act, with respect to any registration or qualification effected pursuant to this Agreement and in which Registrable Securities are included, against all claims, losses, damages, liabilities, penalties, costs and expenses, including reasonable attorneys' fees, and amounts paid in settlement arising out of or based on the following: (i) any untrue statement (or alleged untrue statement) of a material fact contained in any prospectus, registration statement or other document incident to any such registration or qualification, or based on 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, or (ii) any violation by Purchaser of any rule or regulation promulgated pursuant to any federal, state or common law rule or regulation including, without limitation, the Securities Act, applicable to Purchaser and relating to action or inaction required of Purchaser in connection with any such registration, qualification or compliance. Purchaser shall reimburse Seller, each of Seller's officers, directors, partners, members and employees, and each person controlling Seller, for any legal and any other expenses reasonably incurred by them in connection with investigating or defending any such claim, loss, damage, costliability or action, charge and expense (includingincluding reasonable attorneys' fees; provided, without limitationhowever, that Purchaser will not be liable thereto in any actions or expenditures required by Requirements of Law, operating regulations of National Associations or card agreements to correct deficiencies related such case to the Accounts to be Sold extent that any such claim, loss, damage or liability arises out of or is based on any untrue statement (but in no event with respect to credit losses related to the Accounts to be Sold unless otherwise provided in this Agreement)or alleged untrue statement) 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: 1. The ownership or administration of the Assets to be Sold by the Purchaser subsequent to the Closing Date omission (whether known or unknown, contingent or matured); 2. Purchaser’s performance of its obligations under this Agreement affecting or alleged omission) based upon and in conformity with written information furnished to affect Persons not related to the parties hereto; 3. Any misrepresentation or breach of any representation, warranty or covenant of Purchaser contained herein or in any document or instrument delivered by Purchaser hereunder; 4. Any fraudulent or dishonest act by Purchaser, its affiliates, agents or representations related to this Agreement; and 5. Purchaser’s failure to comply with applicable Requirements of Law relevant to this Agreement. Purchaser shall be liable for reasonable attorneys’ fees and expenses incurred by Seller, but only if in a signed document stating that such information is specifically for use therein or in the same are incurred in connection with claimspreparation thereof. Such indemnity shall be effective notwithstanding any investigation made by or on behalf of Seller, demandsor any such officer, proceedings director, partner, employee or suits asserted controlling person, and shall survive any transfer by Persons not related to Seller of any of the parties heretoRegistrable Securities.

Indemnification of Seller by Purchaser. (a) Purchaser agrees to indemnify shall keep and hold Seller, its affiliates save Seller and its officersaffiliates, directors, employees officers, employees, agents and permitted assigns other representatives, forever harmless of from and from shall indemnify and defend Seller against any and every claimall Damages, demandwhether direct or consequential and no matter how arising, proceeding in any way related to, connected with or arising or resulting from (i) any breach of any representation or warranty of Purchaser under this Agreement, (ii) any breach or default by Purchaser under any covenant or agreement of Purchaser under this Agreement, (iii) cost reports (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 all claims with respect thereto) relating to correct deficiencies related to the Accounts to be Sold (but in no event Purchaser with respect to credit losses related Medicare, Medi-Cal, TRICARE or Blue Cross programs or any other third-party payor for all periods beginning on and after the Effective Time, (iv) the Assumed Obligations, (v) the failure to the Accounts to be Sold unless otherwise provided obtain any Transition/Intermediate Consents or Licenses, (vi) any other obligation or liability specifically assumed by Purchaser in this Agreement), and (vii) any act, conduct or omission of Purchaser, or any event or circumstance pertaining to Purchaser, that has accrued, arisen, occurred or come into existence at any time after the Effective Time. No provision in this Agreement shall prevent Purchaser from pursuing any of its legal rights or remedies that may be granted to Purchaser by law against any person or legal entity other than Seller or any affiliate of Seller. (b) Seller shall promptly notify Purchaser in the event that any claim is made against it for which Purchaser has agreed to indemnify Seller as set forth in this Agreement, and Purchaser shall thereupon undertake to defend promptly and hold Seller free and harmless therefrom, using counsel reasonably satisfactory to Seller. Once the defense thereof is assumed by Purchaser, Purchaser shall keep Seller advised of all developments in the defense thereof and in any related litigation, and Seller shall be entitled at all times to participate in the defense thereof at its own expense. If Purchaser fails to discharge or undertake to defend against any such liability of every naturewithin fifteen (15) days after written notice thereof, kind then Seller may settle the same 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: 1. The ownership or administration shall provide notice of the Assets terms thereof to be Sold by Purchaser within ten (10) days after settlement, subject to Seller giving Purchaser not less than ten (10) business days prior written notice of the Purchaser subsequent to terms of the Closing Date (whether known or unknown, contingent or matured); 2proposed settlement before it is executed. Purchaser’s performance liability shall be conclusively established by such settlement (the amount of its obligations such liability shall include both the settlement consideration and the reasonable attorneys’ fees, costs and expenses necessarily incurred by Seller in effecting such settlement). This indemnity shall not foreclose any other rights or remedies that Seller may have under law or under this Agreement affecting or alleged to affect Persons not related to enforce the parties hereto; 3. Any misrepresentation or breach provisions of any representation, warranty or covenant of Purchaser contained herein or in any document or instrument delivered by Purchaser hereunder; 4. Any fraudulent or dishonest act by Purchaser, its affiliates, agents or representations related to this Agreement; and 5. Purchaser’s failure to comply with applicable Requirements of Law relevant to this Agreement. Purchaser shall be liable for reasonable attorneys’ fees and expenses incurred by Seller, 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 Seller by Purchaser. Purchaser agrees to indemnify and hold Seller, 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 (but in no event with respect to credit losses related to the Accounts to be Sold unless otherwise provided in this Agreement)) 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: 1. The ownership or administration of the Assets to be Sold by the Purchaser subsequent to the Closing Date (whether known or unknown, contingent or matured); 2. Purchaser’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 Purchaser contained herein or in any document or instrument delivered by Purchaser hereunder; 4. Any fraudulent or dishonest act by Purchaser, its affiliates, agents or representations related to this Agreement; and 5. Purchaser’s failure to comply with applicable Requirements of Law relevant to this Agreement. Purchaser shall be liable for reasonable attorneys’ fees and expenses incurred by Seller, but only if the same are incurred in connection with claims, demands, proceedings or suits asserted by Persons not related to the parties hereto.