Common use of Indemnity of Buyer Clause in Contracts

Indemnity of Buyer. Buyer hereby agrees to defend, indemnify, hold harmless and reimburse the Seller, the Seller's managers, members, officers agents and employees and each Company's directors, officers, agents and employees who served in such capacities prior to the Closing Date from and against any and all claims, liabilities, losses, damages and expenses incurred by them (including reasonable attorneys' fees and disbursements) which shall be caused by or related to or shall arise out of: (a) any material breach (or alleged breach in connection with a claim asserted by a third party) of any representation or warranty of Buyer contained in this Agreement; (b) any breach of any covenant or agreement of Buyer contained in this Agreement; and (c) any Assumed Liability and the operation of the Business after Closing, and shall reimburse such Indemnified Persons for all costs and expenses (including reasonable attorneys' fees and disbursements) as shall be incurred, in connection with paying, investigating, preparing for or defending any action, claim, investigation, inquiry or other proceeding, whether or not in connection with pending or threatened litigation, that shall be caused by or related to or shall arise out of such breach (or alleged breach in connection with a claim asserted by a third party) or any Assumed Liability or the operation of the Business after Closing, whether or not such Indemnified Persons shall be named as a party thereto and whether or not any liability shall result therefrom. Buyer further agrees that it shall not, without the prior written consent of the Sellers, not to be unreasonably withheld, settle or compromise or consent to the entry of any judgment in any pending or threatened claim, action, suit or proceeding in respect of which indemnification may be sought hereunder unless such settlement, compromise or consent shall include an unconditional release of each Indemnified Person under this Section 6.4 from all liability arising out of such claim, action, suit or proceeding.

Indemnity of Buyer. Buyer hereby agrees to defend, indemnify, hold harmless and reimburse the Seller, the Seller's managers, members, officers agents Seller and employees OSB and each CompanyOSB's directors, officers, agents and employees who served in such capacities prior to the Closing Date from and against any and all claims, liabilities, losses, damages and expenses incurred by them (including reasonable attorneys' fees and disbursements) which shall be caused by or related to or shall arise out of: (a) of any material breach (or alleged breach in connection with a claim asserted by a third party) of any representation or warranty of Buyer contained in this Agreement; (b) any breach of any representation, warranty, covenant or agreement of Buyer contained in this Agreement; and (c) any Assumed Liability and the operation of the Business after Closing, Agreement and shall reimburse such Indemnified Persons for all costs and expenses (including reasonable attorneys' fees and disbursements) as shall be incurred, in connection with paying, paying investigating, preparing for or defending any action, claim, investigation, inquiry or other proceeding, whether or not in connection with pending or threatened litigation, that which shall be caused by or related to or shall arise out of such breach (or alleged breach in connection with a claim asserted by a third party) or any Assumed Liability or the operation of the Business after Closingbreach, whether or not such Indemnified Persons shall be named as a party thereto and whether or not any liability shall result therefrom. Buyer further agrees that it shall not, without the prior written consent of the Sellers, not to be unreasonably withheldSeller and OSB, settle or compromise or consent to the entry of any judgment in any pending or threatened claim, action, suit or proceeding in respect of which indemnification may be sought hereunder unless such settlement, compromise or consent shall include an unconditional release of each Indemnified Person the Seller and OSB under this Section 6.4 from all liability arising out of such claim, action, suit or proceeding.

Indemnity of Buyer. Buyer hereby agrees to defend, indemnify, hold harmless and reimburse the Seller, Stockholders and the Seller and the Seller's managers, members, officers agents and employees and each Company's directors, officers, agents and employees who served in such capacities prior to the Closing Date from and against any and all claims, liabilities, losses, damages and expenses incurred by them (including reasonable attorneys' fees and disbursements) which shall be caused by or related to or shall arise out of: of (a) any material breach (or alleged breach in connection with a claim asserted by a third party) of any representation or warranty of Buyer contained in this Agreement; , (b) any breach of any covenant or agreement of Buyer contained in this Agreement; the Agreement and (c) any Assumed Liability and the operation of the Business business after Closing, and shall reimburse such Indemnified Persons for all costs and expenses (including reasonable attorneys' fees and disbursements) as shall be incurred, in connection with paying, investigating, preparing for or defending any action, claim, investigation, inquiry or other proceeding, whether or not in connection with pending or threatened litigation, that which shall be caused by or related to or shall arise out of such breach (or alleged breach in connection with a claim asserted by a third party) or any Assumed Liability or the operation of the Business after Closingbreach, whether or not such Indemnified Persons shall be named as a party thereto and whether or not any liability shall result therefrom. Buyer further agrees that it shall not, without the prior written consent of the Sellers, not to be unreasonably withheldSeller, settle or compromise or consent to the entry of any judgment in any pending or threatened claim, action, suit or proceeding in respect of which indemnification may be sought hereunder unless such settlement, compromise or consent shall include an unconditional release of each Indemnified Person the Stockholders and the Seller under this Section 6.4 7.4 from all liability arising out of such claim, action, suit or proceeding.

Indemnity of Buyer. Buyer hereby agrees to defend, indemnify, hold harmless and reimburse the Seller, the Seller's managers, members, officers agents Seller and employees SAIF and each CompanySAIF's directors, officers, agents and employees who served in such capacities prior to the Closing Date from and against any and all claims, liabilities, losses, damages and expenses incurred by them (including reasonable attorneys' fees and disbursements) which shall be caused by or related to or shall arise out of: (a) of any material breach (or alleged breach in connection with a claim asserted by a third party) of any representation or warranty of Buyer contained in this Agreement; (b) any breach of any representation, warranty, covenant or agreement of Buyer contained in this Agreement; and (c) any Assumed Liability and the operation of the Business after Closing, Agreement and shall reimburse such Indemnified Persons for all costs and expenses (including reasonable attorneys' fees and disbursements) as shall be incurred, in connection with paying, paying investigating, preparing for or defending any action, claim, investigation, inquiry or other proceeding, whether or not in connection with pending or threatened litigation, that which shall be caused by or related to or shall arise out of such breach (or alleged breach in connection with a claim asserted by a third party) or any Assumed Liability or the operation of the Business after Closingbreach, whether or not such Indemnified Persons shall be named as a party thereto and whether or not any liability shall result therefrom. Buyer further agrees that it shall not, without the prior written consent of the Sellers, not to be unreasonably withheldSeller and SAIF, settle or compromise or consent to the entry of any judgment in any pending or threatened claim, action, suit or proceeding in respect of which indemnification may be sought hereunder unless such settlement, compromise or consent shall include an unconditional release of each Indemnified Person the Seller and SAIF under this Section 6.4 from all liability arising out of such claim, action, suit or proceeding.

Indemnity of Buyer. Buyer hereby agrees to defend, indemnify, hold harmless and reimburse the Seller, Members and the Seller and the Seller's managers, members, officers agents and employees and each Company's directors, officers, agents and employees who served in such capacities prior to the Closing Date from and against any and all claims, liabilities, losses, damages and expenses incurred by them (including reasonable attorneys' fees and disbursements) which shall be caused by or related to or shall arise out of: of (a) any material breach (or alleged breach in connection with a claim asserted by a third party) of any representation or warranty of Buyer contained in this Agreement; Agreement and (b) any breach of any covenant or agreement of Buyer contained in this Agreement; and (c) any Assumed Liability and the operation of the Business after Closing, Agreement and shall reimburse such Indemnified Persons for all costs and expenses (including reasonable attorneys' fees and disbursements) as shall be incurred, in connection with paying, investigating, preparing for or defending any action, claim, investigation, inquiry or other proceeding, whether or not in connection with pending or threatened litigation, that which shall be caused by or related to or shall arise out of such breach (or alleged breach in connection with a claim asserted by a third party) or any Assumed Liability or the operation of the Business after Closingbreach, whether or not such Indemnified Persons shall be named as a party thereto and whether or not any liability shall result therefrom. Buyer further agrees that it shall not, without the prior written consent of the Sellers, not to be unreasonably withheldSeller, settle or compromise or consent to the entry of any judgment in any pending or threatened claim, action, suit or proceeding in respect of which indemnification may be sought hereunder unless such settlement, compromise or consent shall include an unconditional release of each Indemnified Person under this Section 6.4 from all liability arising out of such claim, action, suit or proceeding.shall

Indemnity of Buyer. Buyer hereby agrees to defend, indemnify, hold harmless harmless, pay and reimburse the Seller, Sellers and the Seller's managers, members, officers agents Company and employees and each the Company's directors, officers, agents and employees who served in such capacities prior to the Closing Date from and against any and all claims, liabilities, losses, damages and expenses incurred by them (including reasonable attorneys' fees and disbursements) which shall be caused by or related to or shall arise out of: (a) any material breach (or alleged breach in connection with a claim asserted by a third party) of any representation or warranty of Buyer contained in this Agreement; (b) any breach of any covenant or agreement of Buyer contained in this Agreement; and (c) any Assumed Liability and untrue statement of a material fact contained in any prospectus incident to any registration of Buyer's shares of Class A Common Stock or any omission to state therein a material fact required to be stated therein or necessary to make the operation statements therein not misleading in light of the Business after Closingcircumstances in which they were made, or any violation by Buyer of any rule or regulation promulgated under the Securities Act applicable to Buyer and relating to action or inaction required of Buyer in connection with any such registration (provided, however, that Buyer shall not be liable in any such case to the extent that any such claim, liability, loss, damage or expense is caused by any untrue statement or omission so made in strict conformity with written information provided to Buyer by an instrument duly executed by such Indemnified Persons and stated to be specifically for use therein), and shall pay and reimburse such Indemnified Persons for all costs and expenses (including reasonable attorneys' fees and disbursements) as shall be incurred, in connection with paying, investigating, preparing for or defending any action, claim, investigation, inquiry or other proceeding, whether or not in connection with pending or threatened litigation, that shall be caused by or related to or shall arise out of such breach (or alleged breach in connection with a claim asserted by a third party) or any Assumed Liability or the operation of the Business after Closingbreach, whether or not such Indemnified Persons shall be named as a party thereto and whether or not any liability shall result therefrom. Buyer further agrees that it shall not, without the prior written consent of the Company and the Sellers, not to be unreasonably withheld, settle or compromise or consent to the entry of any judgment in any pending or threatened claim, action, suit or proceeding in respect of which indemnification may be sought hereunder unless such settlement, compromise or consent shall include an unconditional release of each Indemnified Person under this Section 6.4 7.4 from all liability arising out of such claim, action, suit or proceeding.

Indemnity of Buyer. Buyer hereby agrees to defend, indemnify, hold harmless and reimburse the Seller, Stockholders and the Seller and the Seller's managers, members, officers agents and employees and each Company's directors, officers, agents and employees who served in such capacities prior to the Closing Date from and against any and all claims, liabilities, losses, damages and expenses incurred by them (including reasonable attorneys' fees and disbursements) which shall be caused by or related to or shall arise out of: of (a) any material breach (or alleged breach in connection with a claim asserted by a third party) of any representation or warranty of Buyer contained in this Agreement; , (b) any breach of any covenant or agreement of Buyer contained in this Agreement; the Agreement and (c) any Assumed Liability and the operation of the Business business after Closing, and shall reimburse such Indemnified Persons for all costs and expenses (including reasonable attorneys' fees and disbursements) as shall be incurred, in connection with paying, investigating, preparing for or defending any action, claim, investigation, inquiry or other proceeding, whether or not in connection with pending or threatened litigation, that which shall be caused by or related to or shall arise out of such breach (or alleged breach in connection with a claim asserted by a third party) or any Assumed Liability or the operation of the Business after Closingbreach, whether or not such Indemnified Persons shall be named as a party thereto and whether or not any liability shall result therefrom. Buyer further agrees that it shall not, without the prior written consent of the Sellers, not to be unreasonably withheldSeller, settle or compromise or consent to the entry of any judgment in any pending or threatened claim, action, suit or proceeding in respect of which indemnification may be sought hereunder unless such settlement, compromise or consent shall include an unconditional release of each Indemnified Person the Stockholders and the Seller under this Section 6.4 7.4 from all liability arising out of such claim, action, suit or proceeding.

Indemnity of Buyer. Buyer hereby agrees to Seller will indemnify, defend, indemnify, and hold harmless Buyer against and reimburse the Seller, the Seller's managers, members, officers agents and employees and each Company's directors, officers, agents and employees who served in such capacities prior to the Closing Date from and against respect of any and all claims, liabilitiesdemands, losses, damages costs, expenses, obligations, liabilities, damages, recoveries and expenses incurred by them (deficiencies, including interest, penalties and reasonable attorneys' fees and disbursements) fees, that Buyer incurs or suffers, which shall be caused arise, result from or relate to [i] any breach of, or failure by Seller to perform, any of the representations, warranties, covenants, or related agreements in this Agreement or in any schedule, certificate, exhibit or other instrument furnished by Seller pursuant to or shall arise out of: (a) any material breach (or alleged breach in connection with a claim asserted by a third party) of any representation or warranty of Buyer contained in this Agreement; (b) any breach of any covenant or agreement of Buyer contained in this Agreement; and (c) any Assumed Liability and [ii] the operation of the Business after Branch prior to the Closing; [iii] any violation of any federal, and shall reimburse such Indemnified Persons for all costs and expenses (including reasonable attorneys' fees and disbursements) as shall be incurred, state or local laws or regulations in connection with payingthe origination of the Loans or Deposits or Seller's acquisition of the Assets including, investigatingwithout limitation, preparing for any failure by Seller or defending its predecessors to properly and timely make disclosures to customers required by such laws or regulations; and [iv] any action, claim, investigation, inquiry or other proceedingliability of Seller, whether or not in connection with pending or threatened litigationrelating to the Branch, that is not expressly assumed by Buyer under this Agreement. The right of indemnity of Buyer as set forth in this Section 7.2 shall be caused by in addition to all other rights or related to remedies which Buyer may have against Seller at law or shall arise out in equity. Buyer will, promptly upon receiving notice of such breach (or alleged breach in connection with a claim asserted against it by a third party) or any Assumed Liability or the operation party for which indemnification is sought under this Agreement, notify Seller of the Business after Closing, whether or not such Indemnified Persons shall be named as a party thereto and whether or not any liability shall result therefromclaim. Buyer further If Seller agrees that it is liable to provide complete indemnification for any such claim under this Agreement, Seller shall nothave the right to conduct, without at its expense, the prior written defense of such claim and Buyer shall not settle such claim except with the consent of the SellersSeller, which consent shall not to be unreasonably withheld, settle or compromise or consent . Failure to give prompt notice of any claim by a third party shall bar indemnification for such claim under this Agreement only to the entry of any judgment in any pending or threatened claim, action, suit or proceeding in respect of which indemnification may be sought hereunder unless extent that the indemnifying party was prejudiced by such settlement, compromise or consent shall include an unconditional release of each Indemnified Person under this Section 6.4 from all liability arising out of such claim, action, suit or proceedingfailure.

Indemnity of Buyer. Buyer hereby agrees to defend, indemnify, hold harmless and pay and reimburse the Seller, Seller and the Seller's managers, members, officers agents and employees and each Company's directors, officers, agents and employees who served in such capacities prior to the Closing Date from and against any and all claims, liabilities, losses, damages and expenses incurred incurred, as and when incurred, by them (including reasonable attorneys' fees and disbursements) which shall be caused by or related to or shall arise out of: of (a) any material breach (or alleged breach in connection with a claim asserted by a third party) of any representation or warranty of Buyer contained in this Agreement; , (b) any breach of any covenant or agreement of Buyer contained in this Agreement; the Agreement and (c) any Assumed Liability and the operation of the Business business after Closing, and shall reimburse such Indemnified Persons for all costs and expenses (including reasonable attorneys' fees and disbursements) as shall be incurred, in connection with paying, investigating, preparing for or defending any action, claim, investigation, inquiry or other proceeding, whether or not in connection with pending or threatened litigation, that which shall be caused by or related to or shall arise out of such breach (or alleged breach in connection with a claim asserted by a third party) or any Assumed Liability or the operation of the Business after Closingbreach, whether or not such Indemnified Persons shall be named as a party thereto and whether or not any liability shall result therefrom. Buyer further agrees that it shall not, without the prior written consent of the Sellers, not to be unreasonably withheld, settle or compromise or consent to the entry of any judgment in any pending or threatened claim, action, suit or proceeding in respect of which indemnification may be sought hereunder unless such settlementhereunder, compromise or without the prior written consent of the Seller, which consent shall include an unconditional release of each Indemnified Person under this Section 6.4 from all liability arising out of such claim, action, suit or proceedingnot be unreasonably withheld.

Indemnity of Buyer. Buyer hereby agrees to defend, indemnify, hold harmless and reimburse the Seller, the Seller's managers, members, officers agents Sellers and employees USTC and each CompanyUSTC's directors, officers, agents and employees who served in such capacities prior to the Closing Date from and against any and all claims, liabilities, losses, damages and expenses incurred by them (including reasonable attorneys' fees and disbursements) which shall be caused by or related to or shall arise out of: (a) any material breach (or alleged breach in connection with a claim asserted by a third party) of any representation or warranty of Buyer contained in this Agreement; (b) any breach or, with respect to third party claims, alleged breach of any representation, warranty, covenant or agreement of Buyer contained in this Agreement; and (c) any Assumed Liability and the operation of the Business after Closing, Agreement and shall reimburse such Indemnified Persons for all costs and expenses (including reasonable attorneys' fees and disbursements) as shall be incurred, in connection with paying, paying investigating, preparing for or defending any action, claim, investigation, inquiry or other proceeding, whether or not in connection with pending or threatened litigation, that which shall be caused by or related to or shall arise out of such breach (or alleged breach in connection with a claim asserted by a third party) or any Assumed Liability or the operation of the Business after Closingbreach, whether or not such Indemnified Persons shall be named as a party thereto and whether or not any liability shall result therefrom. Buyer further agrees that it shall not, without the prior written consent of the Sellers, not to be unreasonably withheld' Rep and USTC, settle or compromise or consent to the entry of any judgment in any pending or threatened claim, action, suit or proceeding in respect of which indemnification may be sought hereunder unless such settlement, compromise or consent shall include an unconditional release of each Indemnified Person the Sellers and USTC under this Section 6.4 from all liability arising out of such claim, action, suit or proceeding.

Indemnity of Buyer. Buyer hereby agrees to defend, indemnify, hold harmless and reimburse the Seller, Seller and the Seller's managers, members, officers agents Company and employees and each the Company's directors, officers, agents and employees who served in such capacities prior to the Closing Date from and against any and all claims, liabilities, losses, damages and expenses incurred by them (including reasonable attorneys' fees and disbursements) which shall be caused by or related to or shall arise out of: (a) any material breach (or alleged breach in connection with a claim asserted by a third party) of any representation or warranty of Buyer contained in this Agreement; (b) any breach of any covenant or agreement of Buyer contained in this Agreement; and (c) any Assumed Liability and the operation of the Business after Closing, and shall reimburse such Indemnified Persons for all costs and expenses (including reasonable attorneys' fees and disbursements) as shall be incurred, in connection with paying, investigating, preparing for or defending any action, claim, investigation, inquiry or other proceeding, whether or not in connection with pending or threatened litigation, that shall be caused by or related to or shall arise out of such breach (or alleged breach in connection with a claim asserted by a third party) or any Assumed Liability or the operation of the Business after Closing, whether or not such Indemnified Persons shall be named as a party thereto and whether or not any liability shall result therefrom. Buyer further agrees that it shall not, without the prior written consent of the Sellers, not to be unreasonably withheldCompany and the Seller, settle or compromise or consent to the entry of any judgment in any pending or threatened claim, action, suit or proceeding in respect of which indemnification may be sought hereunder unless such settlement, compromise or consent shall include an unconditional release of each Indemnified Person under this Section 6.4 7.4 from all liability arising out of such claim, action, suit or proceeding.