Common use of Indemnity of Buyer Clause in Contracts

Indemnity of Buyer. Buyer hereby agrees to indemnify, hold harmless and reimburse the Sellers and USTC and USTC's directors, officers, agents and employees 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 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 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, which shall be caused by or related to or shall arise out of such breach or alleged breach, 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' 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 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 Sellers Seller and USTC the Company and USTCthe Company's directors, officers, agents and employees 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 breach or, with respect to third party claims, alleged 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 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 paying, investigating, preparing for or defending any action, claim, investigation, inquiry or other proceeding, whether or not in connection with pending or threatened litigation, which that shall be caused by or related to or shall arise out of such breach (or alleged breachbreach 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' Rep Company and USTCthe 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 the Sellers and USTC 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 indemnify, hold harmless and reimburse the Sellers Stockholders and USTC the Seller and USTCthe Seller's directors, officers, agents and employees 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 breach or, with respect to third party claims, or alleged breach of any representationrepresentation or warranty of Buyer contained in this Agreement, warranty, (b) any breach of any covenant or agreement of Buyer contained in this the 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 paying, investigating, preparing for or defending any action, claim, investigation, inquiry or other proceeding, whether or not in connection with pending or threatened litigation, which shall be caused by or related to or shall arise out of such breach or alleged breach, 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' Rep and USTCSeller, 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 the Sellers Stockholders and USTC 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 indemnify, hold harmless and reimburse the Sellers Seller and USTC SAIF and USTCSAIF's directors, officers, agents and employees 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 any breach or, with respect to third party claims, or alleged breach of any representation, warranty, covenant or agreement of Buyer contained in this 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, which shall be caused by or related to or shall arise out of such breach or alleged breach, 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' Rep Seller and USTCSAIF, 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 the Sellers Seller and USTC 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 indemnify, hold harmless and pay and reimburse the Sellers Seller and USTC and USTCthe Seller's directors, officers, agents and employees 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 (a) any breach or, with respect to third party claims, or alleged breach of any representationrepresentation or warranty of Buyer contained in this Agreement, warranty, (b) any breach of any covenant or agreement of Buyer contained in this the 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 paying, investigating, preparing for or defending any action, claim, investigation, inquiry or other proceeding, whether or not in connection with pending or threatened litigation, which shall be caused by or related to or shall arise out of such breach or alleged breach, 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' Rep and USTC, not 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 the Sellers and USTC 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 Seller will indemnify, defend, and hold harmless Buyer against and reimburse the Sellers and USTC and USTC's directors, officers, agents and employees from and against in 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 by arise, result from or related relate to or shall arise out of [i] any breach orof, with respect or failure by Seller to third party claimsperform, alleged breach any of any representationthe representations, warrantywarranties, covenant covenants, or agreement of Buyer contained agreements in this Agreement and shall reimburse such Indemnified Persons for all costs and expenses (including reasonable attorneys' fees and disbursements) as shall be incurredor in any schedule, certificate, exhibit or other instrument furnished by Seller pursuant to this Agreement; [ii] the operation of the Branch prior to the Closing; [iii] any violation of any federal, state or local laws or regulations in connection with paying investigatingthe origination of the Loans or Deposits or Seller's acquisition of the Assets including, preparing for without limitation, 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 relating to the Branch, that is not expressly assumed by Buyer under this Agreement. The right of indemnity of Buyer as set forth in connection with pending or threatened litigation, which this Section 7.2 shall be caused in addition to all other rights or remedies which Buyer may have against Seller at law or in equity. Buyer will, promptly upon receiving notice of a claim against it by or related to or shall arise out a third party for which indemnification is sought under this Agreement, notify Seller of such breach or alleged breach, 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 Sellers' Rep and USTCSeller, settle or compromise or which consent shall not be unreasonably withheld. 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 the Sellers and USTC 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 harmless, pay and reimburse the Sellers and USTC the Company and USTCthe Company's directors, officers, agents and employees 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 breach or, with respect to third party claims, alleged material breach of any representation, warranty, representation or warranty of Buyer contained in this Agreement; (b) any breach of any covenant or agreement of Buyer contained in this Agreement Agreement; and (c) any 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 statements therein not misleading in light of the circumstances 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 paying, investigating, preparing for or defending any action, claim, investigation, inquiry or other proceeding, whether or not in connection with pending or threatened litigation, which that shall be caused by or related to or shall arise out of such breach or alleged breach, 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' 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 the Sellers and USTC 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 indemnify, hold harmless and reimburse the Sellers Members and USTC the Seller and USTCthe Seller's directors, officersmanagers, agents and employees 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, with respect to third party claims, or alleged breach of any representation, warranty, representation or warranty of Buyer contained in this Agreement and (b) any breach of any covenant or agreement of Buyer contained in this the 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, which shall be caused by or related to or shall arise out of such breach or alleged breach, 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' Rep and USTCSeller, 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 the Sellers and USTC 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 indemnify, hold harmless and reimburse the Sellers Stockholders and USTC the Seller and USTCthe Seller's directors, officers, agents and employees 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, with respect to third party claims, or alleged breach of any representationrepresentation or warranty of Buyer contained in this Agreement, warranty, (b) any breach of any covenant or agreement of Buyer contained in this the 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 paying, investigating, preparing for or defending any action, claim, investigation, inquiry or other proceeding, whether or not in connection with pending or threatened litigation, which shall be caused by or related to or shall arise out of such breach or alleged breach, 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' Rep and USTCSeller, 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 the Sellers Stockholders and USTC 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 indemnify, hold harmless and reimburse the Sellers Seller and USTC OSB and USTCOSB's directors, officers, agents and employees 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 any breach or, with respect to third party claims, or alleged breach of any representation, warranty, covenant or agreement of Buyer contained in this 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, which shall be caused by or related to or shall arise out of such breach or alleged breach, 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' Rep Seller and USTCOSB, 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 the Sellers Seller and USTC OSB under this Section 6.4 from all liability arising out of such claim, action, suit or proceeding.