Common use of Indemnity by the Seller Clause in Contracts

Indemnity by the Seller. The Seller agrees to indemnify and hold the Company and its affiliates, employees, officers, directors, controlling persons, successors and assigns (the "Company Indemnitees"), harmless from and with respect to any and all claims, liabilities, losses, damages, costs and expenses, including without limitation the reasonable fees and disbursements of counsel and expert witnesses, net of insurance proceeds (collectively, "Losses"), related to or arising directly or indirectly out of (a) any 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 any covenant, obligation, or undertaking made by the Seller in this Agreement, (c) the operation of the Contributed Assets by the Seller prior to the date hereof, (d) the Retained Liabilities, or (e) any out-of-balance condition in the Cardholder records existing on the Closing Date, whether or not then known, in each case, except to the extent that such Losses were caused by any such Indemnified Party's gross negligence or willful misconduct.

Indemnity by the Seller. The Seller agrees and the Shareholders, jointly and severally, agree to indemnify and hold the Company Buyer and its affiliates, employees, affiliates and their respective officers, directors, controlling personsemployees and agents and (collectively, successors and assigns (the "Company IndemniteesBuyer Indemnitee"), ) harmless from and with respect to all Liabilities incurred or suffered by any and of the Buyer Indemnitee. For this purpose, "Liabilities" shall mean all suits, proceedings, claims, expenses, losses, costs, liabilities, lossesjudgments, damagesdeficiencies, costs assessments, actions, investigations, penalties, interest and damages (including reasonable attorneys' fees and expenses, including without limitation the reasonable fees and disbursements of counsel and expert witnesses, net of insurance proceeds (collectively, "Losses"), related to whether suit is instituted or not and, if instituted, whether at any trial or appellate level, and whether raised by the parties hereto or a third party, incurred or suffered by the Buyer Indemnitee or any of them arising directly from, in connection with or indirectly out as a result of (a) any inaccuracies in any 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, (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 any covenant, obligation, or undertaking made by the Seller in this Agreement, ; (c) the operation of the Contributed 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 date hereof, Closing Time; (d) any obligation or liability of the Retained Liabilities, or Seller which is not assumed by the Buyer; (e) the Excluded Assets; and (f) any out-of-balance condition in breach of the Cardholder records existing on Distribution Agreements prior to the Closing DateTime; provided, whether or however, that the Seller and the Shareholders shall not then known, in each case, be required to pay for Liabilities except to the extent that the aggregate amount of such Losses were caused by any Liabilities exceed $75,000 (and then only to the extent of such Indemnified Party's gross negligence excess), and provided further that the foregoing shall not be applicable with respect to fraud or willful misconductpursuant to Section 11.5. The obligation of the Seller and the Shareholders to indemnify the Buyer for, and hold the Buyer harmless against, the Liabilities under this Section shall not exceed $4,000,000 (except in 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 for a period of two years.

Indemnity by the Seller. The Seller agrees to indemnify and hold the Company Purchaser, and its affiliates, employees, officers, directors, controlling persons, successors and assigns (the "Company Purchaser Indemnitees"), harmless from and with respect to any and all claims, liabilities, losses, damages, costs and expenses, including without limitation the reasonable fees and disbursements of counsel and expert witnesses, net of insurance proceeds (collectively, the "Losses"), related to or arising directly or indirectly out of (a) any 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 Applicable Agreements) for which the Seller or Bankmont is obligated to indemnify the Purchaser Indemnitees or (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 such terms are defined in the Xxxxxx Purchase AgreementsContribution Agreement and the Bankmont Contribution Agreement) pursuant to Sections 5.1(a) or Section 7.1(a) (as applicable) of each of the Xxxxxx Purchase AgreementsContribution 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 any covenant, obligation, or undertaking made by the Seller in this Agreement, Agreement or (c) the operation of the Contributed Assets by the Seller prior to the date hereof, (d) the Retained Liabilities, or (e) any out-of-balance condition in the Cardholder records existing on the Closing Date, whether or not then known, in each such case, except to the extent that any such Losses were caused by any such Indemnified Party's gross negligence or willful misconduct.

Indemnity by the Seller. The Seller agrees to indemnify and hold the Company Purchaser, and its affiliates, employees, officers, directors, controlling persons, successors and assigns (the "Company Purchaser Indemnitees"), harmless from and with respect to any and all claims, liabilities, losses, damages, costs and expenses, including without limitation the reasonable fees and disbursements of counsel and expert witnesses, net of insurance proceeds (collectively, the "Losses"), related to or arising directly or indirectly out of (a) any 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 Applicable Agreements) for which the Seller is obligated to indemnify the Purchaser Indemnitees or (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 such terms are defined in the Xxxxxx Purchase AgreementsBKB Contribution Agreement) pursuant to Sections 5.1(a) or Section 7.1(a) (as applicable) of each of the Xxxxxx Purchase AgreementsBKB Contribution Agreement, without duplication, exceed $100,000 in the aggregate), (b) any failure or breach by the Seller of any covenant, obligation, or undertaking made by the Seller in this Agreement, Agreement or (c) the operation of the Contributed Assets by the Seller prior to the date hereof, (d) the Retained Liabilities, or (e) any out-of-balance condition in the Cardholder records existing on the Closing Date, whether or not then known, in each such case, except to the extent that any such Losses were caused by any such Indemnified Party's gross negligence or willful misconduct.

Indemnity by the Seller. The Seller agrees and the Shareholders, jointly and severally, agree to indemnify and hold the Company Buyer and its affiliates, employees, affiliates and their respective officers, directors, controlling personsemployees and agents (collectively, successors and assigns (the "Company IndemniteesBuyer Indemnitee"), ) harmless from and with respect to all Liabilities incurred or suffered by any and of the Buyer Indemnitee. For this purpose, "Liabilities" shall mean all suits, proceedings, claims, expenses, losses, costs, liabilities, lossesjudgments, damagesdeficiencies, costs assessments, actions, investigations, penalties, interest and damages (including reasonable attorneys' fees and expenses, including without limitation the reasonable fees and disbursements of counsel and expert witnesses, net of insurance proceeds (collectively, "Losses"), related to whether suit is instituted or not and, if instituted, whether at any trial or appellate level, and whether raised by the parties hereto or a third party, incurred or suffered by the Buyer Indemnitee or any of them arising directly from, in connection with or indirectly out as a result of (a) any inaccuracies in any false or inaccurate representation or warranty made by or on behalf of 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 default or breach by in the Seller performance of any covenant, obligation, of the covenants or undertaking agreements made by the Seller or the Shareholders in or pursuant to this Agreement, ; (c) the operation of the Contributed 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 date hereof, Closing Time; (d) any obligation or liability of the Retained Liabilities, or Seller which is not assumed by the Buyer; (e) the Excluded Assets; and (f) any out-of-balance condition in breach of the Cardholder records existing on Distribution Agreements prior to the Closing DateTime; provided, whether or however, that the Seller and the Shareholders shall not then known, in each case, be required to pay for Liabilities except to the extent that the aggregate amount of such Losses were caused by any Liabilities exceed $75,000 (and then only to the extent of such Indemnified Party's gross negligence excess), and provided further that the foregoing shall not be applicable with respect to fraud or willful misconductpursuant to Sections 6.9, 11.5 and 13.1 hereof. The obligation of the Seller and the Shareholders to indemnify the Buyer for, and hold the Buyer harmless against, the Liabilities under this Section shall not exceed $4,000,000 (except in 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 for a period of two years.

Indemnity by the Seller. The Seller agrees to indemnify and hold the Company and its affiliates, employees, officers, directors, controlling persons, successors and assigns (the "Company Indemnitees"), harmless from and with respect to any and all claims, liabilities, losses, damages, costs and expenses, including without limitation the reasonable fees and disbursements of counsel and expert witnesses, net of insurance proceeds (collectively, "Losses"), related to or arising directly or indirectly out of (a) any 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 BKB Purchase Agreements) for which the Seller is obligated to indemnify Purchaser Indemnitees or Company Indemnitees (as such terms are defined in the Xxxxxx BKB Purchase Agreements) pursuant to Sections 5.1(a) or Section 7.1(a) (as applicable) of each of the Xxxxxx BKB Purchase Agreements, without duplication, exceed $100,000 in the aggregate), (b) any failure or breach by the Seller of any covenant, obligation, or undertaking made by the Seller in this Agreement, (c) the operation of the Contributed Assets by the Seller prior to the date hereof, (d) the Retained Liabilities, or (e) any out-of-balance condition in the Cardholder records existing on the Closing Date, whether or not then known, in each case, except to the extent that such Losses were caused by any such Indemnified Party's gross negligence or willful misconduct.

Indemnity by the Seller. The Seller agrees to indemnify and hold the Company Purchaser, and its affiliates, employees, officers, directors, controlling persons, successors and assigns (the "Company Purchaser Indemnitees"), harmless from and with respect to any and all claims, liabilities, losses, damages, costs and expenses, including without limitation the reasonable fees and disbursements of counsel and expert witnesses, net of insurance proceeds (collectively, the "Losses"), related to or arising directly or indirectly out of (a) any 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 Applicable Agreements) for which the Seller or Bankmont is obligated to indemnify the Purchaser Indemnitees or (as defined in the Xxxxxx Purchase Agreement) pursuant to Section 7.1(a) of the Xxxxxx Purchase Agreement and the Company Indemnitees (as such terms are defined in the Xxxxxx Purchase AgreementsContribution Agreement and the Bankmont Contribution Agreement) pursuant to Sections 5.1(a) or Section 7.1(a) (as applicable) of each of the Xxxxxx Purchase AgreementsContribution 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 any covenant, obligation, or undertaking made by the Seller in this Agreement, Agreement or (c) the operation of the Contributed Assets by the Seller prior to the date hereof, (d) the Retained Liabilities, or (e) any out-of-balance condition in the Cardholder records existing on the Closing Date, whether or not then known, in each such case, except to the extent that any such Losses were caused by any such Indemnified Party's gross negligence or willful misconduct.