Common use of Indemnity by the Purchaser Clause in Contracts

Indemnity by the Purchaser. The Purchaser agrees to indemnify and hold harmless the Seller of and from any loss, cost, expense, claim, interest, penalty, deficiency, obligation, liability or damage, including reasonable attorneys’ fees, accountants’ fees and other investigatory fees and out-of-pocket expenses, actually expended or incurred by the Seller, arising out of or resulting from (i) any breach of representation or warranty (including any misrepresentation in, or omission from, any certificate or other document furnished or to be furnished by it to the Seller hereunder), or non-fulfillment, in whole or in part, of any covenant or agreement on the part of the Purchaser under this Agreement; (ii) any claim or liabilities arising out of or resulting from, and/or associated with, any action taken by the Seller and/or its authorized representatives in reliance on information provided to the Seller and/or its authorized representatives pursuant to Section 4.5(b); (iii) any claim or liabilities arising out of or resulting from, and/or associated with, any action taken by the Seller and/or its authorized representatives in reliance on information provided to the Seller and/or its authorized representatives pursuant to Section 6.12; (iv) any claim or liabilities arising out of or resulting from, and/or associated with, the Purchaser’s or the Company’s use of any Retained Name; (v) any claim or liabilities arising out of or resulting from, and/or associated with, the conduct or operation of the Company after the Closing Date except for matters covered by the Reinsurance Agreement and (vi) all actions, suits, proceedings, demands, assessments, judgments, costs and expenses incident to any of the foregoing. The same notice, valuation and payment provisions contained in Sections 8.1, 8.2 and 8.3 of this Agreement with regard to indemnification claims by the Purchaser against the Seller shall apply with regard to indemnification claims by the Seller against the Purchaser pursuant to this Section 8.4, except that the Seller shall be substituted for the Purchaser and the Purchaser for the Seller.

Indemnity by the Purchaser. The Purchaser agrees to indemnify and hold harmless Vendor and its affiliates, officers, directors and employees (collectively, the Seller of “Vendor Indemnified Parties”), from and from against, and to reimburse the Vendor Indemnified Parties on demand with respect to, any loss, cost, expense, claim, interest, penalty, deficiency, obligation, liability or damage, including reasonable attorneys’ fees, accountants’ fees and other investigatory fees and out-of-pocket expenses, actually expended or all Losses incurred by the Seller, Vendor Indemnified Parties by reason of or arising out of or resulting from in connection with (i) any the breach of any representation or warranty contained in Section 3 hereof, (including any misrepresentation in, or omission from, any certificate or other document furnished or to be furnished by it to ii) the Seller hereunder), or non-fulfillment, in whole or in part, of any covenant or agreement on the part failure of the Purchaser under to perform any agreement required by this Agreement; (ii) any claim Agreement to be performed by him, or liabilities arising out of or resulting from, and/or associated with, any action taken by the Seller and/or its authorized representatives in reliance on information provided to the Seller and/or its authorized representatives pursuant to Section 4.5(b); (iii) any claim and all monetary and non-monetary obligations and liabilities of any kind or liabilities arising out nature whatsoever accruing after the Time of or resulting from, and/or associated with, any action taken by Closing in respect of the Seller and/or its authorized representatives in reliance on information provided Corporation. Vendor agrees to give prompt written notice to the Seller and/or Purchaser of the allegation by any third party of the existence of any liability, obligation, contract, other commitment or state of facts referred to in this Section 5.2. The Purchaser shall be entitled to control the contest, defense, settlement or compromise of any such claim (including the engagement of counsel in connection therewith), at his own cost and expense, including the cost and expense of reasonable attorneys’ fees in connection with such contest, defense, settlement or compromise, and Vendor shall have the right to participate in the contest, defense, settlement or compromise of any such claim at its authorized representatives pursuant to Section 6.12; (iv) any claim or liabilities arising out own cost and expense, including the cost and expense of or resulting from, and/or associated withreasonable attorneys’ fees in connection with such participation. Notwithstanding the foregoing, the Purchaser’s Purchaser shall not settle or compromise any such claim without the Company’s use prior written consent of any Retained Name; (v) any claim Vendor, which consent shall not be unreasonably withheld, provided, that such consent shall not be required in the event that the settlement or liabilities arising out of or resulting from, and/or associated with, the conduct or operation compromise includes an unconditional and complete release of the Company after the Closing Date except Vendor Indemnified Parties and does not provide for matters covered by the Reinsurance Agreement and (vi) all actions, suits, proceedings, demands, assessments, judgments, costs and expenses incident to any ongoing obligations of the foregoing. The same notice, valuation and payment provisions contained in Sections 8.1, 8.2 and 8.3 of this Agreement with regard to indemnification claims by the Purchaser against the Seller shall apply with regard to indemnification claims by the Seller against the Purchaser pursuant to this Section 8.4, except that the Seller shall be substituted for the Purchaser and the Purchaser for the SellerVendor.

Indemnity by the Purchaser. The Purchaser covenants and agrees to indemnify indemnify, defend, protect and hold harmless the Seller of Vendor, and from any lossits officers, costdirectors, expenseemployees, claimstockholders, interestagents, penaltyrepresentatives and affiliates (collectively, deficiency, obligation, liability or damage, including reasonable attorneys’ fees, accountants’ fees and other investigatory fees and out-of-pocket expenses, actually expended or incurred by the Seller, arising out of or resulting from (i) any breach of representation or warranty (including any misrepresentation in, or omission from, any certificate or other document furnished or to be furnished by it to the Seller hereunder), or non-fulfillment, in whole or in part, of any covenant or agreement on the part of the Purchaser under this Agreement; (ii) any claim or liabilities arising out of or resulting from, and/or associated with, any action taken by the Seller and/or its authorized representatives in reliance on information provided to the Seller and/or its authorized representatives pursuant to Section 4.5(b); (iii) any claim or liabilities arising out of or resulting from, and/or associated with, any action taken by the Seller and/or its authorized representatives in reliance on information provided to the Seller and/or its authorized representatives pursuant to Section 6.12; (iv) any claim or liabilities arising out of or resulting from, and/or associated withtogether with Vendor, the Purchaser’s or the Company’s use of any Retained Name; (v“Vendor Indemnified Parties”) any claim or liabilities arising out of or resulting from, and/or associated with, the conduct or operation of the Company at all times from and after the Closing Date except for matters covered by the Reinsurance date of this Agreement from and (vi) against all losses, liabilities, damages, claims, actions, suits, proceedings, demands, assessments, judgmentsadjustments, costs and expenses incident to (including specifically, but without limitation, reasonable attorneys’ fees and expenses of investigation), whether or not involving a third party claim and regardless of any negligence of any Vendor Indemnified Party (collectively, “Losses”) incurred by any Vendor Indemnified Party as a result of or arising from (i) any breach of the foregoingrepresentations and warranties of Purchaser set forth herein or in certificates delivered in connection herewith, (ii) any breach or nonfulfillment of any covenant or agreement (including any other agreement of Purchaser to indemnify Vendor set forth in this Agreement) on the part of Purchaser under this Agreement, (iii) any debt, liability or obligation of the Corporation, (iv) the conduct and operations of the business of the Corporation whether before or after Closing, (v) claims asserted against the Corporation whether before or after Closing, or (vi) any federal or state income tax payable by Vendor and attributable to the transaction contemplated by this Agreement. Vendor agrees to give prompt written notice to the Purchaser of the allegation by any third party of the existence of any liability, obligation, contract, other commitment or state of facts referred to in this Section 5.2. The same noticePurchaser shall be entitled to control the contest, valuation defense, settlement or compromise of any such claim (including the engagement of counsel in connection therewith), at his own cost and payment provisions contained expense, including the cost and expense of reasonable attorneys’ fees in Sections 8.1connection with such contest, 8.2 defense, settlement or compromise, and 8.3 Vendor shall have the right to participate in the contest, defense, settlement or compromise of this Agreement any such claim at its own cost and expense, including the cost and expense of reasonable attorneys’ fees in connection with regard to indemnification claims by such participation. Notwithstanding the foregoing, the Purchaser against shall not settle or compromise any such claim without the Seller prior written consent of Vendor, which consent shall apply with regard to indemnification claims by not be unreasonably withheld, provided, that such consent shall not be required in the Seller against the Purchaser pursuant to this Section 8.4, except event that the Seller shall be substituted settlement or compromise includes an unconditional and complete release of the Vendor Indemnified Parties and does not provide for the Purchaser and the Purchaser for the Sellerany ongoing obligations of Vendor.

Indemnity by the Purchaser. The Purchaser covenants and agrees to indemnify indemnify, defend, protect and hold harmless the Seller of Vendor, and from any lossits officers, costdirectors, expenseemployees, claimstockholders, interestagents, penaltyrepresentatives and affiliates (collectively, deficiency, obligation, liability or damage, including reasonable attorneys’ fees, accountants’ fees and other investigatory fees and out-of-pocket expenses, actually expended or incurred by the Seller, arising out of or resulting from (i) any breach of representation or warranty (including any misrepresentation in, or omission from, any certificate or other document furnished or to be furnished by it to the Seller hereunder), or non-fulfillment, in whole or in part, of any covenant or agreement on the part of the Purchaser under this Agreement; (ii) any claim or liabilities arising out of or resulting from, and/or associated with, any action taken by the Seller and/or its authorized representatives in reliance on information provided to the Seller and/or its authorized representatives pursuant to Section 4.5(b); (iii) any claim or liabilities arising out of or resulting from, and/or associated with, any action taken by the Seller and/or its authorized representatives in reliance on information provided to the Seller and/or its authorized representatives pursuant to Section 6.12; (iv) any claim or liabilities arising out of or resulting from, and/or associated withtogether with Vendor, the Purchaser’s or the Company’s use of any Retained Name; (v“Vendor Indemnified Parties”) any claim or liabilities arising out of or resulting from, and/or associated with, the conduct or operation of the Company at all times from and after the Closing Date except for matters covered by the Reinsurance date of this Agreement from and (vi) against all losses, liabilities, damages, claims, actions, suits, proceedings, demands, assessments, judgmentsadjustments, costs and expenses incident to (including specifically, but without limitation, reasonable attorneys’ fees and expenses of investigation), whether or not involving a third party claim and regardless of any negligence of any Vendor Indemnified Party (collectively, “Losses”) incurred by any Vendor Indemnified Party as a result of or arising from (i) any breach of the foregoingrepresentations and warranties of Purchaser set forth herein or in certificates delivered in connection herewith, (ii) any breach or nonfulfillment of any covenant or agreement (including any other agreement of Purchaser to indemnify Vendor set forth in this Agreement) on the part of Purchaser under this Agreement, (iii) any debt, liability or obligation of the Corporation, (iv) the conduct and operations of the business of the Corporation whether before or after Closing, (v) claims asserted against the Corporation whether before Exhibit 10.2 or after Closing, or (vi) any federal or state income tax payable by Vendor and attributable to the transaction contemplated by this Agreement. Vendor agrees to give prompt written notice to the Purchaser of the allegation by any third party of the existence of any liability, obligation, contract, other commitment or state of facts referred to in this Section 5.2. The same noticePurchaser shall be entitled to control the contest, valuation defense, settlement or compromise of any such claim (including the engagement of counsel in connection therewith), at his own cost and payment provisions contained expense, including the cost and expense of reasonable attorneys’ fees in Sections 8.1connection with such contest, 8.2 defense, settlement or compromise, and 8.3 Vendor shall have the right to participate in the contest, defense, settlement or compromise of this Agreement any such claim at its own cost and expense, including the cost and expense of reasonable attorneys’ fees in connection with regard to indemnification claims by such participation. Notwithstanding the foregoing, the Purchaser against shall not settle or compromise any such claim without the Seller prior written consent of Vendor, which consent shall apply with regard to indemnification claims by not be unreasonably withheld, provided, that such consent shall not be required in the Seller against the Purchaser pursuant to this Section 8.4, except event that the Seller shall be substituted settlement or compromise includes an unconditional and complete release of the Vendor Indemnified Parties and does not provide for the Purchaser and the Purchaser for the Sellerany ongoing obligations of Vendor.