Common use of Indemnity by the Purchaser Clause in Contracts

Indemnity by the Purchaser. The Purchaser agrees to indemnify and hold the Seller, and its affiliates, employees, officers, directors, controlling persons, successors and assigns (the "Seller Indemnitees"), harmless from and with respect to any and all Losses related to or arising directly or indirectly out of (a)any inaccuracies in any representation or warranty made by the Purchaser in this Agreement (but only to the extent that Losses relating to or arising directly or indirectly out of such inaccuracies when taken together with Losses (as that term is defined in the Applicable Agreements) for which Purchaser and/or the Company are obligated to indemnify the Seller Indemnitees (as defined in the relevant Applicable Agreement) pursuant to Section 7.2(a) of each such Applicable Agreement, without duplication, exceed $100,000 in the aggregate), (b) any failure or breach by the Purchaser of any covenant, obligation or undertaking made by the Purchaser in this Agreement (including without limitation any failure by the Purchaser to pay or perform any of the Assumed Obligations), (c) the collection of the Accounts Receivable by the Purchaser after the Closing Date, or (d) the Assumed Obligations, in each case, except to the extent that any such Losses are caused by any such Indemnified Party's gross negligence or willful misconduct.

Indemnity by the Purchaser. The Purchaser agrees to indemnify and hold the Seller, and its affiliates, employees, officers, directors, controlling persons, successors and assigns (the "Seller Indemnitees"), harmless from and with respect to any and all Losses related to or arising directly or indirectly out of (a)any a) any inaccuracies in any representation or warranty made by the Purchaser in this Agreement (but only to the extent that Losses relating to or arising directly or indirectly out of such inaccuracies when taken together with Losses (as that term is defined in the Applicable Agreements) for which Purchaser and/or the Company are obligated to indemnify the Seller Indemnitees (as defined in the relevant Applicable Xxxxxx Overdue Receivables Purchase Agreement and the Xxxxxx Contribution Agreement) pursuant to Section 7.2(a) of each such Applicable the Xxxxxx Overdue Receivables Purchase Agreement and the Xxxxxx Contribution Agreement and/or the Investor Indemnitees (as defined in the Bankmont Contribution Agreement) pursuant to Section 5.2(a) of the Bankmont Contribution Agreement, without duplication, exceed $100,000 in the aggregate), (b) any failure or breach by the Purchaser of any covenant, obligation or undertaking made by the Purchaser in this Agreement (including without limitation any failure by the Purchaser to pay or perform any of the Assumed Obligations), (c) the collection of the Accounts Receivable by the Purchaser after the Closing Date, or (d) the Assumed Obligations, in each case, except to the extent that any such Losses are caused by any such Indemnified Party's gross negligence or willful misconduct.

Indemnity by the Purchaser. (a) Subject to the limitations set forth in Section 8.1 hereof and except for the Purchaser's indemnity (i) for Taxes, which shall be governed exclusively by Section 8.3(b) hereof, and (ii) for breach of Section 7.8 hereof, which shall be governed exclusively by Section 8.3(c) hereof, the Purchaser agrees to indemnify the Stockholder and hold it harmless at all times after the date of this Agreement from and against and in respect of any and all Liabilities arising out of or due to the breach of any representation, warranty or covenant of the Purchaser set forth in this Agreement or in any certificate delivered pursuant hereto, and any and all actions, suits and proceedings incident to the foregoing. (b) The Purchaser agrees to indemnify and hold harmless the SellerStockholder (and each member of the affiliated group of which the Stockholder is the common parent, as such terms are defined in Section 1504 of the Code) against any additional Tax imposed upon the Stockholder (or any member of its affiliated group) if any payment made by the Stockholder, the Company or the Subsidiaries prior to the Closing Date to any "disqualified person" (within the meaning of Section 280G(c) of the Code) employed -36- 45 by the Company or the Subsidiaries on the Closing Date is treated as an "excess parachute payment" (within the meaning of Section 280G(b) of the Code) by reason of any payment (including by reason of any transfer of property) to such person on or after the Closing Date made directly or indirectly by the Purchaser, the Company, the Subsidiaries or any person whose relationship to any of the foregoing is such as to require attribution of stock ownership between the parties under Section 318(a) of the Code; provided, however, that the Purchaser shall not be obligated to indemnify the Stockholder (or any member of its affiliated group) pursuant to the foregoing, if the information on Schedule 2.17(g) with respect to the amount of the payments that could be made to such disqualified person without causing any part of such payment to be treated as an "excess parachute payment" is inaccurate. (c) The Purchaser agrees to indemnify the Stockholder and its affiliates, employees, officers, directors, controlling persons, successors and assigns (hold it harmless at all times after the "Seller Indemnitees"), harmless date of this Agreement from and against and in respect of any and all Liabilities arising out of or due to the breach of Section 7.8 hereof. (d) The Stockholder agrees that indemnification pursuant to this Article VIII, subject to all limitations on such indemnification set forth in this Agreement, shall be the sole and exclusive remedy and means of recovery by the Stockholder against the Purchaser and Newco with respect to any and all Losses related to claim or arising directly action seeking damages or indirectly out any other form of (a)any inaccuracies in any representation or warranty made monetary relief brought by the Purchaser in this Agreement (but only Stockholder, other than with respect to the extent that Losses relating to or arising directly or indirectly out of such inaccuracies when taken together with Losses (as that term is defined in the Applicable Agreements) for which Purchaser and/or the Company are obligated to indemnify the Seller Indemnitees (as defined in the relevant Applicable Agreement) pursuant to Section 7.2(a) of each such Applicable Agreement, without duplication, exceed $100,000 in the aggregate), (b) any failure or breach by the Purchaser of any covenant, obligation or undertaking made by the Purchaser in this Agreement (including without limitation any failure by the Purchaser to pay or perform any of the Assumed Obligations), (c) the collection of the Accounts Receivable by the Purchaser after the Closing Date, or (d) the Assumed Obligations, in each case, except to the extent that any such Losses are caused by any such Indemnified Party's gross negligence fraud or willful misconduct.

Indemnity by the Purchaser. The Purchaser agrees to indemnify and hold the Seller, and its affiliates, employees, officers, directors, controlling persons, successors and assigns (the "Seller Indemnitees"), harmless from and with respect to any and all Losses related to or arising directly or indirectly out of (a)any a) any inaccuracies in any representation or warranty made by the Purchaser in this Agreement (but only to the extent that Losses relating to or arising directly or indirectly out of such inaccuracies when taken together with Losses (as that term is defined in the Applicable Agreements) for which Purchaser and/or the Company are obligated to indemnify the Seller Indemnitees (as defined in the relevant Applicable Xxxxxx Purchase Agreement and the Xxxxxx Contribution Agreement) pursuant to Section 7.2(a) of each such Applicable the Xxxxxx Purchase Agreement and the Xxxxxx Contribution Agreement and/or the Investor Indemnitees (as defined in the Bankmont Contribution Agreement) pursuant to Section 5.2(a) of the Bankmont Contribution Agreement, without duplication, exceed $100,000 in the aggregate), (b) any failure or breach by the Purchaser of any covenant, obligation or undertaking made by the Purchaser in this Agreement (including without limitation any failure by the Purchaser to pay or perform any of the Assumed Obligations), (c) the collection of the Accounts Receivable Overdue Receivables by the Purchaser after the Closing Date, or (d) the Assumed Obligations, in each case, except to the extent that any such Losses are caused by any such Indemnified Party's gross negligence or willful misconduct.

Indemnity by the Purchaser. 8.2.1 The Purchaser hereby agrees to indemnify and hold save each of the Seller, Vendor and its affiliates, employees, officers, directors, controlling persons, successors and assigns (the "Seller Indemnitees"), KI harmless from and with against any claims, demands, actions, causes of action, damage, loss, deficiency, cost, Liability and expense which may be made or brought against each of the Vendor and the KI or which each of the Vendor and the KI may suffer or incur as a result of, in respect to any and all Losses related to of or arising directly out of: (a) any non-performance or indirectly non-fulfilment of any covenant or agreement on the part of the Purchaser contained in this Agreement or in any document given in order to carry out the transactions contemplated hereby; (b) any misrepresentation, inaccuracy, incorrectness or breach of (a)any inaccuracies in any representation or warranty made by the Purchaser contained in this Agreement (but only or contained in any document or certificate given in order to carry out the extent transactions contemplated hereby provided that Losses relating to or arising directly or indirectly out the maximum aggregate indemnity obligation of such inaccuracies when taken together with Losses (as that term is defined the Purchaser in the Applicable Agreements) for which Purchaser and/or the Company are obligated to indemnify the Seller Indemnitees (as defined in the relevant Applicable Agreement) pursuant to Section 7.2(a) respect of each such Applicable Agreementany misrepresentation, without duplicationinaccuracy, exceed $100,000 in the aggregate), (b) any failure incorrectness or breach of any representation or warranty which is not based upon negligent misrepresentation or fraudulent misrepresentation shall not exceed an aggregate amount of 100% of the Purchase Price actually paid by the Purchaser Purchaser; (c) all obligations that arise after the Closing Date in respect of any covenant, obligation Key Employee or undertaking other Employee who accepts an offer of employment made by the Purchaser in this Agreement (accordance with Section 5.1.5, including without limitation any failure by the Purchaser to pay termination or perform any of the Assumed Obligations), (c) the collection of the Accounts Receivable by the Purchaser after the Closing Date, or severance obligations; (d) the failure of the Purchaser to perform the Assumed ObligationsContracts in accordance with their terms; (e) the failure of the Purchaser to discharge the Assumed Liabilities in accordance with their terms; and (f) all costs and expenses including, without limitation, legal fees on a solicitor and client basis, incidental to or in each case, except to respect of the extent that any such Losses are caused by any such Indemnified Party's gross negligence or willful misconductforegoing.