Common use of Indemnity by the Seller Clause in Contracts

Indemnity by the Seller. The Seller and the Members, jointly and severally, shall indemnify, defend, protect and hold the Purchaser and its members, managers, officers, employees, agents and affiliates harmless from and against all losses, damages, debts, liabilities, obligations, deficiencies, penalties, interest, amounts paid in connection with claims, amounts paid in settlement, costs (including court costs) and expenses, including reasonable attorneys’ and other professionals’ fees and disbursements and other amounts paid or incurred in connection with the enforcement of rights (whether by Law or pursuant to this Agreement) to recover any loss, except for losses that are punitive damages (other than punitive damages included in claims by third parties) (“Losses”), incurred or suffered by the Purchaser arising out of, relating to, or resulting from (a) any breach of a representation or warranty made by the Seller in this Agreement, (b) any breach of the covenants or agreements made by the Seller in this Agreement, (c) any obligations and liabilities of the Seller relating to any default existing prior to the Closing Date by the Seller under any agreement to which the Seller and/or Members are a party, (d) any claims by any third parties with respect to the Seller’s operation of the Business prior to the Closing Date (including breach of contract claims and violations of warranties), (e) the violation of any Laws in connection with or with respect to the operation of the Business prior to the Closing Date, or (f) any Excluded Asset or Excluded Liability. The indemnity obligations of the Seller and the Members with respect to all representations and warranties contained in this Agreement shall survive the Closing Date for a period of twelve (12) months following the Closing Date; provided that the Seller’s obligations related to Section 4.1 (Corporate Existence), Section 4.2 (Corporate Power and Authority), 4.4 (Title to Assets) and Section 4.12 (Broker) (collectively, the “Seller Fundamental Representations”) shall survive indefinitely.

Indemnity by the Seller. The Seller and the Members, jointly and severally, shall indemnify, defend, protect agrees to indemnify and hold the Purchaser Purchaser, and its membersaffiliates, managersemployees, officers, employeesdirectors, agents controlling persons, successors and affiliates assigns (the "Purchaser Indemnitees"), harmless from and against with respect to any and all claims, liabilities, losses, damages, debts, liabilities, obligations, deficiencies, penalties, interest, amounts paid in connection with claims, amounts paid in settlement, costs (including court costs) and expenses, including without limitation the reasonable attorneys’ and other professionals’ fees and disbursements of counsel and other amounts paid or incurred in connection with expert witnesses, net of insurance proceeds (collectively, the enforcement of rights (whether by Law or pursuant to this Agreement) to recover any loss, except for losses that are punitive damages (other than punitive damages included in claims by third parties) (“"Losses”"), incurred related to or suffered by the Purchaser arising directly or indirectly out of, relating to, or resulting from of (a) any breach of a inaccuracies in any representation or warranty made by the Seller in or pursuant to 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 the Seller is obligated to indemnify the Purchaser Indemnitees (as defined in the BKB Overdue Receivables Purchase Agreement) pursuant to Section 7.1(a) of the BKB Overdue Receivables Purchase Agreement and the Company Indemnitees (as defined in the BKB Contribution Agreement) pursuant to Section 7.1(a) of the BKB Contribution Agreement, without duplication, exceed $100,000 in the aggregate), (b) any failure or breach by the Seller of the covenants any covenant, obligation, or agreements undertaking made by the Seller in this Agreement, Agreement or (c) any obligations and liabilities of the Seller relating to any default existing prior Retained Liabilities, in each such case, except to the Closing Date by the Seller under extent that any agreement to which the Seller and/or Members are a party, (d) any claims such Losses were caused by any third parties with respect to the Seller’s operation of the Business prior to the Closing Date (including breach of contract claims and violations of warranties), (e) the violation of any Laws in connection with such Indemnified Party's gross negligence or with respect to the operation of the Business prior to the Closing Date, or (f) any Excluded Asset or Excluded Liability. The indemnity obligations of the Seller and the Members with respect to all representations and warranties contained in this Agreement shall survive the Closing Date for a period of twelve (12) months following the Closing Date; provided that the Seller’s obligations related to Section 4.1 (Corporate Existence), Section 4.2 (Corporate Power and Authority), 4.4 (Title to Assets) and Section 4.12 (Broker) (collectively, the “Seller Fundamental Representations”) shall survive indefinitelywillful misconduct.

Indemnity by the Seller. The Seller and the Members, jointly and severally, shall indemnify, defend, protect agrees to indemnify and hold the Purchaser Company and its membersaffiliates, managersemployees, officers, employeesdirectors, agents controlling persons, successors and affiliates assigns (the "Company Indemnitees"), harmless from and against with respect to any and all claims, liabilities, losses, damages, debts, liabilities, obligations, deficiencies, penalties, interest, amounts paid in connection with claims, amounts paid in settlement, costs (including court costs) and expenses, including without limitation the reasonable attorneys’ and other professionals’ fees and disbursements of counsel and other amounts paid or incurred in connection with the enforcement expert witnesses, net of rights insurance proceeds (whether by Law or pursuant to this Agreement) to recover any losscollectively, except for losses that are punitive damages (other than punitive damages included in claims by third parties) (“"Losses”"), incurred related to or suffered by the Purchaser arising directly or indirectly out of, relating to, or resulting from of (a) any breach of a inaccuracies in any representation or warranty made by the Seller in or pursuant to 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 BKB Purchase Agreements) for which the Seller is obligated to indemnify Purchaser Indemnitees (as defined in the BKB Purchase Agreements) pursuant to Section 7.1(a) each of the BKB Purchase Agreements, without duplication, exceed $100,000 in the aggregate, (b) any failure or breach by the Seller of the covenants any covenant, obligation, or agreements undertaking made by the Seller in this Agreement, (c) any obligations and liabilities the operation of the Contributed Assets by the Seller relating to any default existing prior to the Closing Date by the Seller under any agreement to which the Seller and/or Members are a partydate hereof, (d) any claims by any third parties with respect to the Seller’s operation of the Business prior to the Closing Date (including breach of contract claims and violations of warranties)Retained Liabilities, or (e) any out-of-balance condition in the violation of any Laws in connection with or with respect to the operation of the Business prior to Cardholder records existing on the Closing Date, whether or (f) not then known, in each case, except to the extent that such Losses were caused by any Excluded Asset such Indemnified Party's gross negligence or Excluded Liability. The indemnity obligations of the Seller and the Members with respect to all representations and warranties contained in this Agreement shall survive the Closing Date for a period of twelve (12) months following the Closing Date; provided that the Seller’s obligations related to Section 4.1 (Corporate Existence), Section 4.2 (Corporate Power and Authority), 4.4 (Title to Assets) and Section 4.12 (Broker) (collectively, the “Seller Fundamental Representations”) shall survive indefinitelywillful misconduct.

Indemnity by the Seller. The Seller and the Members, jointly and severally, shall indemnify, defend, protect agrees to indemnify and hold the Purchaser Company and its membersaffiliates, managersemployees, officers, employeesdirectors, agents controlling persons, successors and affiliates assigns (the "Company Indemnitees"), harmless from and against with respect to any and all claims, liabilities, losses, damages, debts, liabilities, obligations, deficiencies, penalties, interest, amounts paid in connection with claims, amounts paid in settlement, costs (including court costs) and expenses, including without limitation the reasonable attorneys’ and other professionals’ fees and disbursements of counsel and other amounts paid or incurred in connection with the enforcement expert witnesses, net of rights insurance proceeds (whether by Law or pursuant to this Agreement) to recover any losscollectively, except for losses that are punitive damages (other than punitive damages included in claims by third parties) (“"Losses”"), incurred related to or suffered by the Purchaser arising directly or indirectly out of, relating to, or resulting from of (a) any breach of a inaccuracies in any representation or warranty made by the Seller in or pursuant to 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 Xxxxxx Purchase Agreements) for which the Seller is obligated to indemnify Purchaser Indemnitees or Company Indemnitees (as such terms are defined the Xxxxxx Purchase Agreements) pursuant to Sections 5.1(a) or 7.1(a) (as applicable) of each of the Xxxxxx Purchase Agreements, without duplication, exceed $100,000 in the aggregate), (b) any failure or breach by the Seller of the covenants any covenant, obligation, or agreements undertaking made by the Seller in this Agreement, (c) any obligations and liabilities the operation of the Contributed Assets by the Seller relating to any default existing prior to the Closing Date by the Seller under any agreement to which the Seller and/or Members are a partydate hereof, (d) any claims by any third parties with respect to the Seller’s operation of the Business prior to the Closing Date (including breach of contract claims and violations of warranties)Retained Liabilities, or (e) any out-of-balance condition in the violation of any Laws in connection with or with respect to the operation of the Business prior to Cardholder records existing on the Closing Date, whether or (f) not then known, in each case, except to the extent that such Losses were caused by any Excluded Asset such Indemnified Party's gross negligence or Excluded Liability. The indemnity obligations of the Seller and the Members with respect to all representations and warranties contained in this Agreement shall survive the Closing Date for a period of twelve (12) months following the Closing Date; provided that the Seller’s obligations related to Section 4.1 (Corporate Existence), Section 4.2 (Corporate Power and Authority), 4.4 (Title to Assets) and Section 4.12 (Broker) (collectively, the “Seller Fundamental Representations”) shall survive indefinitelywillful misconduct.

Indemnity by the Seller. The Seller and the Members, jointly and severally, shall indemnify, defend, protect agrees to indemnify and hold the Purchaser Purchaser, and its membersaffiliates, managersemployees, officers, employeesdirectors, agents controlling persons, successors and affiliates assigns (the "Purchaser Indemnitees"), harmless from and against with respect to any and all claims, liabilities, losses, damages, debts, liabilities, obligations, deficiencies, penalties, interest, amounts paid in connection with claims, amounts paid in settlement, costs (including court costs) and expenses, including without limitation the reasonable attorneys’ and other professionals’ fees and disbursements of counsel and other amounts paid or incurred in connection with expert witnesses, net of insurance proceeds (collectively, the enforcement of rights (whether by Law or pursuant to this Agreement) to recover any loss, except for losses that are punitive damages (other than punitive damages included in claims by third parties) (“"Losses”"), incurred related to or suffered by the Purchaser arising directly or indirectly out of, relating to, or resulting from of (a) any breach of a inaccuracies in any representation or warranty made by the Seller in or pursuant to 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 the Seller or Bankmont is obligated to indemnify the Purchaser Indemnitees (as defined in the Xxxxxx Overdue Receivables Purchase Agreement) pursuant to Section 7.1(a) of the Xxxxxx Overdue Receivables Purchase Agreement and the Company Indemnitees (as defined in the Xxxxxx Contribution Agreement and the Bankmont Contribution Agreement) pursuant to Section 7.1(a) of the Xxxxxx Contribution Agreement or Section 5.1(a) of the Bankmont Contribution Agreement, without duplication, exceed $100,000 in the aggregate), (b) any failure or breach by the Seller of the covenants any covenant, obligation, or agreements undertaking made by the Seller in this Agreement, Agreement or (c) any obligations and liabilities of the Seller relating to any default existing prior Retained Liabilities, in each such case, except to the Closing Date by the Seller under extent that any agreement to which the Seller and/or Members are a party, (d) any claims such Losses were caused by any third parties with respect to the Seller’s operation of the Business prior to the Closing Date (including breach of contract claims and violations of warranties), (e) the violation of any Laws in connection with such Indemnified Party's gross negligence or with respect to the operation of the Business prior to the Closing Date, or (f) any Excluded Asset or Excluded Liability. The indemnity obligations of the Seller and the Members with respect to all representations and warranties contained in this Agreement shall survive the Closing Date for a period of twelve (12) months following the Closing Date; provided that the Seller’s obligations related to Section 4.1 (Corporate Existence), Section 4.2 (Corporate Power and Authority), 4.4 (Title to Assets) and Section 4.12 (Broker) (collectively, the “Seller Fundamental Representations”) shall survive indefinitelywillful misconduct.

Indemnity by the Seller. The Seller and the Members, jointly and severally, shall indemnify, defend, protect agrees to indemnify and hold the Purchaser Purchaser, and its membersaffiliates, managersemployees, officers, employeesdirectors, agents controlling persons, successors and affiliates assigns (the "Purchaser Indemnitees"), harmless from and against with respect to any and all claims, liabilities, losses, damages, debts, liabilities, obligations, deficiencies, penalties, interest, amounts paid in connection with claims, amounts paid in settlement, costs (including court costs) and expenses, including without limitation the reasonable attorneys’ and other professionals’ fees and disbursements of counsel and other amounts paid or incurred in connection with expert witnesses, net of insurance proceeds (collectively, the enforcement of rights (whether by Law or pursuant to this Agreement) to recover any loss, except for losses that are punitive damages (other than punitive damages included in claims by third parties) (“"Losses”"), incurred related to or suffered by the Purchaser arising directly or indirectly out of, relating to, or resulting from of (a) any breach of a inaccuracies in any representation or warranty made by the Seller in or pursuant to 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 the Seller or Bankmont is obligated to indemnify the Purchaser Indemnitees (as defined in the Xxxxxx Purchase Agreement) pursuant to Section 7.1(a) of the Xxxxxx Purchase Agreement and the Company Indemnitees (as defined in the Xxxxxx Contribution Agreement and the Bankmont Contribution Agreement) pursuant to Section 7.1(a) of the Xxxxxx Contribution Agreement or Section 5.1 (a) of the Bankmont Contribution Agreement, without duplication, exceed $100,000 in the aggregate), (b) any failure or breach by the Seller of the covenants any covenant, obligation, or agreements undertaking made by the Seller in this Agreement, Agreement or (c) any obligations and liabilities of the Seller relating to any default existing prior Retained Liabilities, in each such case, except to the Closing Date by the Seller under extent that any agreement to which the Seller and/or Members are a party, (d) any claims such Losses were caused by any third parties with respect to the Seller’s operation of the Business prior to the Closing Date (including breach of contract claims and violations of warranties), (e) the violation of any Laws in connection with such Indemnified Party's gross negligence or with respect to the operation of the Business prior to the Closing Date, or (f) any Excluded Asset or Excluded Liability. The indemnity obligations of the Seller and the Members with respect to all representations and warranties contained in this Agreement shall survive the Closing Date for a period of twelve (12) months following the Closing Date; provided that the Seller’s obligations related to Section 4.1 (Corporate Existence), Section 4.2 (Corporate Power and Authority), 4.4 (Title to Assets) and Section 4.12 (Broker) (collectively, the “Seller Fundamental Representations”) shall survive indefinitelywillful misconduct.

Indemnity by the Seller. The Seller and the MembersShareholders, jointly and severally, shall indemnify, defend, protect agree to indemnify and hold the Purchaser Buyer and its members, managers, affiliates and their respective officers, employeesdirectors, employees and agents and affiliates (collectively, the "Buyer Indemnitee") harmless from and against all Liabilities incurred or suffered by any of the Buyer Indemnitee. For this purpose, "Liabilities" shall mean all suits, proceedings, claims, expenses, losses, damages, debtscosts, liabilities, obligationsjudgments, deficiencies, assessments, actions, investigations, penalties, interest, amounts paid in connection with claims, amounts paid in settlement, costs interest and damages (including court costs) and expenses, including reasonable attorneys’ and other professionals’ ' fees and disbursements expenses), whether suit is instituted or not and, if instituted, whether at any trial or appellate level, and other amounts paid whether raised by the parties hereto or incurred in connection with the enforcement of rights (whether by Law or pursuant to this Agreement) to recover any loss, except for losses that are punitive damages (other than punitive damages included in claims by a third parties) (“Losses”)party, incurred or suffered by the Purchaser Buyer Indemnitee or any of them arising out offrom, relating to, in connection with or resulting from as a result of (a) any breach of a false or inaccurate representation or warranty made by or on behalf of the Seller in or pursuant to this Agreement, ; (b) any default or breach in the performance of any of the covenants or agreements made by the Seller or the Shareholders in or pursuant to this Agreement, ; (c) any obligations and liabilities of the Seller relating to any default existing prior to the Closing Date by the Seller under any agreement to which the Seller and/or Members are a party, (d) any claims by any third parties with respect to the Seller’s operation of the Business prior to the Closing Date (including breach of contract claims and violations of warranties), (e) the violation of any Laws in connection with or with respect to the operation of the Business or the Subject Assets by the Seller, including, without limitation, the provision of any services or goods provided by the Seller or its employees or consultants, on or prior to the Closing Date, Time; (d) any obligation or liability of the Seller which is not assumed by the Buyer; (e) the Excluded Assets; and (f) any Excluded Asset breach of the Distribution Agreements prior to the Closing Time; provided, however, that the Seller and the Shareholders shall not be required to pay for Liabilities except to the extent that the aggregate amount of such Liabilities exceed $75,000 (and then only to the extent of such excess), and provided further that the foregoing shall not be applicable with respect to fraud or Excluded Liabilitypursuant to Sections 6.9, 11.5 and 13.1 hereof. The indemnity obligations obligation of the Seller and the Members with respect Shareholders to all representations indemnify the Buyer for, and warranties contained hold the Buyer harmless against, the Liabilities under this Section shall not exceed $4,000,000 (except in this Agreement the case of fraud or Sections 6.9 and 13.1, in which case it shall not exceed the Purchase Price) and, except as provided in Section 12.4, shall survive the Closing Date for a period of twelve (12) months following the Closing Date; provided that the Seller’s obligations related to Section 4.1 (Corporate Existence), Section 4.2 (Corporate Power and Authority), 4.4 (Title to Assets) and Section 4.12 (Broker) (collectively, the “Seller Fundamental Representations”) shall survive indefinitelytwo years.

Indemnity by the Seller. The Seller and the MembersShareholders, jointly and severally, shall indemnify, defend, protect agree to indemnify and hold the Purchaser Buyer and its members, managers, affiliates and their respective officers, employeesdirectors, employees and agents and affiliates (collectively, the "Buyer Indemnitee") harmless from and against all Liabilities incurred or suffered by any of the Buyer Indemnitee. For this purpose, "Liabilities" shall mean all suits, proceedings, claims, expenses, losses, damages, debtscosts, liabilities, obligationsjudgments, deficiencies, assessments, actions, investigations, penalties, interest, amounts paid in connection with claims, amounts paid in settlement, costs interest and damages (including court costs) and expenses, including reasonable attorneys’ and other professionals’ ' fees and disbursements expenses), whether suit is instituted or not and, if instituted, whether at any trial or appellate level, and other amounts paid whether raised by the parties hereto or incurred in connection with the enforcement of rights (whether by Law or pursuant to this Agreement) to recover any loss, except for losses that are punitive damages (other than punitive damages included in claims by a third parties) (“Losses”)party, incurred or suffered by the Purchaser Buyer Indemnitee or any of them arising out offrom, relating to, in connection with or resulting from as a result of (a) any breach of a false or inaccurate representation or warranty made by or on behalf of the Seller in or pursuant to this Agreement, ; (b) any default or breach in the performance of any of the covenants or agreements made by the Seller in or pursuant to this Agreement, ; (c) any obligations and liabilities of the Seller relating to any default existing prior to the Closing Date by the Seller under any agreement to which the Seller and/or Members are a party, (d) any claims by any third parties with respect to the Seller’s operation of the Business prior to the Closing Date (including breach of contract claims and violations of warranties), (e) the violation of any Laws in connection with or with respect to the operation of the Business or the Subject Assets by the Seller, including, without limitation, the provision of any services or goods provided by the Seller or its employees or consultants, on or prior to the Closing Date, Time; (d) any obligation or liability of the Seller which is not assumed by the Buyer; (e) the Excluded Assets; and (f) any Excluded Asset breach of the Distribution Agreements prior to the Closing Time; provided, however, that the Seller and the Shareholders shall not be required to pay for Liabilities except to the extent that the aggregate amount of such Liabilities exceed $75,000 (and then only to the extent of such excess), and provided further that the foregoing shall not be applicable with respect to fraud or Excluded Liabilitypursuant to Section 11.5. The indemnity obligations obligation of the Seller and the Members with respect Shareholders to all representations indemnify the Buyer for, and warranties contained hold the Buyer harmless against, the Liabilities under this Section shall not exceed $4,000,000 (except in this Agreement the case of fraud, in which case it shall not exceed the Purchase Price) and, except as provided in Section 12.4, shall survive the Closing Date for a period of twelve (12) months following the Closing Date; provided that the Seller’s obligations related to Section 4.1 (Corporate Existence), Section 4.2 (Corporate Power and Authority), 4.4 (Title to Assets) and Section 4.12 (Broker) (collectively, the “Seller Fundamental Representations”) shall survive indefinitelytwo years.