Common use of Indemnity of Buyer Clause in Contracts

Indemnity of Buyer. Seller will indemnify, defend, and hold harmless Buyer against and in respect of any and all claims, demands, losses, costs, expenses, obligations, liabilities, damages, recoveries and deficiencies, including interest, penalties and reasonable attorneys' fees, that Buyer incurs or suffers, which arise, result from or relate to [i] any breach of, or failure by Seller to perform, any of the representations, warranties, covenants, or agreements in this Agreement or 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 the origination of the Loans or Deposits or Seller's acquisition of the Assets including, without limitation, any failure by Seller or its predecessors to properly and timely make disclosures to customers required by such laws or regulations; and [iv] any liability 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 this Section 7.2 shall be 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 a third party for which indemnification is sought under this Agreement, notify Seller of such claim. If Seller agrees that it is liable to provide complete indemnification for any such claim under this Agreement, Seller shall have the right to conduct, at its expense, the defense of such claim and Buyer shall not settle such claim except with the consent of Seller, 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 extent that the indemnifying party was prejudiced by such failure.

Indemnity of Buyer. Seller will Buyer hereby agrees to indemnify, defend, and hold harmless Buyer and reimburse the Sellers and USTC and USTC's directors, officers, agents and employees from and against and in respect of any and all claims, demandsliabilities, losses, costs, expenses, obligations, liabilities, damages, recoveries damages and deficiencies, expenses incurred by them (including interest, penalties and reasonable attorneys' fees, that Buyer incurs fees and disbursements) which shall be caused by or suffers, which arise, result from related to or relate to [i] shall arise out of any breach ofor, with respect to third party claims, alleged breach of any representation, warranty, covenant or failure by Seller to perform, any agreement of the representations, warranties, covenants, or agreements Buyer contained in this Agreement or in any scheduleand shall reimburse such Indemnified Persons for all costs and expenses (including reasonable attorneys' fees and disbursements) as shall be incurred, 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 the origination of the Loans paying investigating, preparing for or Deposits defending any action, claim, investigation, inquiry or Seller's acquisition of the Assets including, without limitation, any failure by Seller or its predecessors to properly and timely make disclosures to customers required by such laws or regulations; and [iv] any liability of Sellerother proceeding, whether or not relating 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 Branchentry of any judgment in any pending or threatened claim, that is not expressly assumed by Buyer 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 Agreement. The right of indemnity of Buyer as set forth in this Section 7.2 shall be in addition to 6.4 from 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 a third party for which indemnification is sought under this Agreement, notify Seller liability arising out of such claim. If Seller agrees that it is liable to provide complete indemnification for any such claim under this Agreement, Seller shall have the right to conductaction, at its expense, the defense of such claim and Buyer shall not settle such claim except with the consent of Seller, 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 extent that the indemnifying party was prejudiced by such failuresuit or proceeding.

Indemnity of Buyer. Seller will Buyer hereby agrees to defend, indemnify, defend, and hold harmless Buyer and reimburse the Seller and the Company and the Company's directors, officers, agents and employees from and against and in respect of any and all claims, demandsliabilities, losses, costs, expenses, obligations, liabilities, damages, recoveries damages and deficiencies, expenses incurred by them (including interest, penalties and reasonable attorneys' fees, that 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 incurs or suffers, which arise, result from or relate to [i] any breach of, or failure by Seller to perform, any of the representations, warranties, covenants, or agreements contained in this Agreement or in any schedule, certificate, exhibit or other instrument furnished by Seller pursuant to this Agreement; [ii] (b) any breach of any covenant or agreement of Buyer contained in this Agreement; and (c) any Assumed Liability and the operation of the Branch prior to the Business after Closing; [iii] any violation of any federal, state or local laws or regulations and shall reimburse such Indemnified Persons for all costs and expenses (including reasonable attorneys' fees and disbursements) as shall be incurred, in connection with the origination of the Loans paying, investigating, preparing for or Deposits defending any action, claim, investigation, inquiry or Seller's acquisition of the Assets including, without limitation, any failure by Seller or its predecessors to properly and timely make disclosures to customers required by such laws or regulations; and [iv] any liability of Sellerother proceeding, whether or not relating to the Branchin connection with pending or threatened litigation, 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 or related to or shall arise out of such breach (or alleged breach 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 connection with a claim against it 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 for 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 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 is may be sought hereunder unless such settlement, compromise or consent shall include an unconditional release of each Indemnified Person under this Agreement, notify Seller Section 7.4 from all liability arising out of such claim. If Seller agrees that it is liable to provide complete indemnification for any such claim under this Agreement, Seller shall have the right to conductaction, at its expense, the defense of such claim and Buyer shall not settle such claim except with the consent of Seller, 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 extent that the indemnifying party was prejudiced by such failuresuit or proceeding.

Indemnity of Buyer. Seller will Buyer hereby agrees to indemnify, defend, and hold harmless Buyer and pay and reimburse the Seller and the Seller's directors, officers, agents and employees from and against and in respect of any and all claims, demandsliabilities, losses, costsdamages and expenses incurred, expensesas and when incurred, obligations, liabilities, damages, recoveries and deficiencies, by them (including interest, penalties and reasonable attorneys' fees, that Buyer incurs fees and disbursements) which shall be caused by or suffers, which arise, result from related to or relate to [i] shall arise out of (a) any breach of, or failure by Seller to perform, alleged breach of any representation or warranty of the representations, warranties, covenants, or agreements Buyer contained in this Agreement, (b) any breach of any covenant or agreement of Buyer contained in the Agreement or in and (c) any schedule, certificate, exhibit or other instrument furnished by Seller pursuant to this Agreement; [ii] Assumed Liability and the operation of the Branch prior to the business after Closing; [iii] any violation of any federal, state or local laws or regulations and shall reimburse such Indemnified Persons for all costs and expenses (including reasonable attorneys' fees and disbursements) as shall be incurred, in connection with the origination of the Loans paying, investigating, preparing for or Deposits defending any action, claim, investigation, inquiry or Seller's acquisition of the Assets including, without limitation, any failure by Seller or its predecessors to properly and timely make disclosures to customers required by such laws or regulations; and [iv] any liability of Sellerother proceeding, whether or not relating to the Branchin connection with pending or threatened litigation, that is not expressly assumed by Buyer under this Agreement. The right of indemnity of Buyer as set forth in this Section 7.2 which shall be in addition caused by or related to all other rights or remedies which Buyer may have against Seller at law shall arise out of such breach or in equityalleged breach, whether or not such Indemnified Persons shall be named as a party thereto and whether or not any liability shall result therefrom. Buyer will, promptly upon receiving notice of a claim against it by a third party for which indemnification is sought under this Agreement, notify Seller of such claim. If Seller further agrees that it is liable to provide complete indemnification for any such claim under this Agreement, Seller shall have the right to conduct, at its expense, the defense of such claim and Buyer shall not settle such claim except with 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, without the prior written consent of the Seller, 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 extent that the indemnifying party was prejudiced by such failure.

Indemnity of Buyer. Seller will Buyer hereby agrees to indemnify, defend, and hold harmless Buyer and reimburse the Seller and OSB and OSB's directors, officers, agents and employees from and against and in respect of any and all claims, demandsliabilities, losses, costs, expenses, obligations, liabilities, damages, recoveries damages and deficiencies, expenses incurred by them (including interest, penalties and reasonable attorneys' fees, that Buyer incurs fees and disbursements) which shall be caused by or suffers, which arise, result from related to or relate to [i] shall arise out of any breach ofor alleged breach of any representation, warranty, covenant or failure by Seller to perform, any agreement of the representations, warranties, covenants, or agreements Buyer contained in this Agreement or in any scheduleand shall reimburse such Indemnified Persons for all costs and expenses (including reasonable attorneys' fees and disbursements) as shall be incurred, 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 the origination of the Loans paying investigating, preparing for or Deposits defending any action, claim, investigation, inquiry or Seller's acquisition of the Assets including, without limitation, any failure by Seller or its predecessors to properly and timely make disclosures to customers required by such laws or regulations; and [iv] any liability of Sellerother proceeding, whether or not relating 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 Seller and OSB, settle or compromise or consent to the Branchentry of any judgment in any pending or threatened claim, that is not expressly assumed by Buyer 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 Seller and OSB under this Agreement. The right of indemnity of Buyer as set forth in this Section 7.2 shall be in addition to 6.4 from 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 a third party for which indemnification is sought under this Agreement, notify Seller liability arising out of such claim. If Seller agrees that it is liable to provide complete indemnification for any such claim under this Agreement, Seller shall have the right to conductaction, at its expense, the defense of such claim and Buyer shall not settle such claim except with the consent of Seller, 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 extent that the indemnifying party was prejudiced by such failuresuit or proceeding.

Indemnity of Buyer. Seller will Buyer hereby agrees to indemnify, defend, and hold harmless Buyer and reimburse the Members and the Seller and the Seller's managers, agents and employees from and against and in respect of any and all claims, demandsliabilities, losses, costs, expenses, obligations, liabilities, damages, recoveries damages and deficiencies, expenses incurred by them (including interest, penalties and reasonable attorneys' fees, that fees and disbursements) which shall be caused by or related to or shall arise out of (a) any material breach or alleged breach of any representation or warranty of Buyer incurs or suffers, which arise, result from or relate to [i] any breach of, or failure by Seller to perform, any of the representations, warranties, covenants, or agreements contained in this Agreement or in and (b) 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 breach of any federalcovenant or agreement of Buyer contained in the Agreement 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 the origination of the Loans paying, investigating, preparing for or Deposits defending any action, claim, investigation, inquiry or Seller's acquisition of the Assets including, without limitation, any failure by Seller or its predecessors to properly and timely make disclosures to customers required by such laws or regulations; and [iv] any liability of Sellerother proceeding, whether or not relating to the Branchin connection with pending or threatened litigation, that is not expressly assumed by Buyer under this Agreement. The right of indemnity of Buyer as set forth in this Section 7.2 which shall be in addition caused by or related to all other rights or remedies which Buyer may have against Seller at law shall arise out of such breach or in equityalleged breach, whether or not such Indemnified Persons shall be named as a party thereto and whether or not any liability shall result therefrom. Buyer will, promptly upon receiving notice of a claim against it by a third party for which indemnification is sought under this Agreement, notify Seller of such claim. If Seller further agrees that it is liable to provide complete indemnification for any such claim under this Agreementshall not, Seller shall have without the right to conduct, at its expense, the defense of such claim and Buyer shall not settle such claim except with the prior written consent of the Seller, which settle or compromise or consent shall not be unreasonably withheld. Failure to give prompt notice the entry of any claim by a third party shall bar judgment in any pending or threatened claim, action, suit or proceeding in respect of which indemnification for may be sought hereunder unless such claim under this Agreement only to the extent that the indemnifying party was prejudiced by such failure.settlement, compromise or consent shall

Indemnity of Buyer. Seller will Buyer hereby agrees to defend, indemnify, defendhold harmless, pay and hold harmless Buyer reimburse the Sellers and the Company and the Company's directors, officers, agents and employees from and against and in respect of any and all claims, demandsliabilities, losses, costs, expenses, obligations, liabilities, damages, recoveries damages and deficiencies, expenses incurred by them (including interest, penalties and reasonable attorneys' feesfees and disbursements) which shall be caused by or related to or shall arise out of: (a) any material breach 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 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 incurs or suffers, which arise, result from or relate to [i] any breach of, or failure by Seller to perform, any of the representations, warranties, covenants, or agreements in this Agreement or shall not be liable in any schedule, certificate, exhibit or other instrument furnished by Seller pursuant to this Agreement; [ii] the operation of the Branch prior such case to the Closing; [iii] extent that any violation of such claim, liability, loss, damage or expense is caused by any federaluntrue 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), state or local laws or regulations 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 the origination of the Loans paying, investigating, preparing for or Deposits defending any action, claim, investigation, inquiry or Seller's acquisition of the Assets including, without limitation, any failure by Seller or its predecessors to properly and timely make disclosures to customers required by such laws or regulations; and [iv] any liability of Sellerother proceeding, whether or not relating in connection with pending or threatened litigation, that shall be caused by or related to or shall arise out of such 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, settle or compromise or consent to the Branchentry of any judgment in any pending or threatened claim, that is not expressly assumed by Buyer 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 Agreement. The right of indemnity of Buyer as set forth in this Section 7.2 shall be in addition to 7.4 from 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 a third party for which indemnification is sought under this Agreement, notify Seller liability arising out of such claim. If Seller agrees that it is liable to provide complete indemnification for any such claim under this Agreement, Seller shall have the right to conductaction, at its expense, the defense of such claim and Buyer shall not settle such claim except with the consent of Seller, 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 extent that the indemnifying party was prejudiced by such failuresuit or proceeding.

Indemnity of Buyer. Seller will Buyer hereby agrees to indemnify, defend, and hold harmless Buyer and reimburse the Stockholders and the Seller and the Seller's directors, officers, agents and employees from and against and in respect of any and all claims, demandsliabilities, losses, costs, expenses, obligations, liabilities, damages, recoveries damages and deficiencies, expenses incurred by them (including interest, penalties and reasonable attorneys' fees, that Buyer incurs fees and disbursements) which shall be caused by or suffers, which arise, result from related to or relate to [i] shall arise out of (a) any breach of, or failure by Seller to perform, alleged breach of any representation or warranty of the representations, warranties, covenants, or agreements Buyer contained in this Agreement, (b) any breach of any covenant or agreement of Buyer contained in the Agreement or in and (c) any schedule, certificate, exhibit or other instrument furnished by Seller pursuant to this Agreement; [ii] Assumed Liability and the operation of the Branch prior to the business after Closing; [iii] any violation of any federal, state or local laws or regulations and shall reimburse such Indemnified Persons for all costs and expenses (including reasonable attorneys' fees and disbursements) as shall be incurred, in connection with the origination of the Loans paying, investigating, preparing for or Deposits defending any action, claim, investigation, inquiry or Seller's acquisition of the Assets including, without limitation, any failure by Seller or its predecessors to properly and timely make disclosures to customers required by such laws or regulations; and [iv] any liability of Sellerother proceeding, whether or not relating 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 Seller, settle or compromise or consent to the Branchentry of any judgment in any pending or threatened claim, that is not expressly assumed by Buyer 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 Stockholders and the Seller under this Agreement. The right of indemnity of Buyer as set forth in this Section 7.2 shall be in addition to 7.4 from 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 a third party for which indemnification is sought under this Agreement, notify Seller liability arising out of such claim. If Seller agrees that it is liable to provide complete indemnification for any such claim under this Agreement, Seller shall have the right to conductaction, at its expense, the defense of such claim and Buyer shall not settle such claim except with the consent of Seller, 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 extent that the indemnifying party was prejudiced by such failuresuit or proceeding.

Indemnity of Buyer. Seller will Buyer hereby agrees to indemnify, defend, and hold harmless Buyer and reimburse the Seller and SAIF and SAIF's directors, officers, agents and employees from and against and in respect of any and all claims, demandsliabilities, losses, costs, expenses, obligations, liabilities, damages, recoveries damages and deficiencies, expenses incurred by them (including interest, penalties and reasonable attorneys' fees, that Buyer incurs fees and disbursements) which shall be caused by or suffers, which arise, result from related to or relate to [i] shall arise out of any breach ofor alleged breach of any representation, warranty, covenant or failure by Seller to perform, any agreement of the representations, warranties, covenants, or agreements Buyer contained in this Agreement or in any scheduleand shall reimburse such Indemnified Persons for all costs and expenses (including reasonable attorneys' fees and disbursements) as shall be incurred, 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 the origination of the Loans paying investigating, preparing for or Deposits defending any action, claim, investigation, inquiry or Seller's acquisition of the Assets including, without limitation, any failure by Seller or its predecessors to properly and timely make disclosures to customers required by such laws or regulations; and [iv] any liability of Sellerother proceeding, whether or not relating 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 Seller and SAIF, settle or compromise or consent to the Branchentry of any judgment in any pending or threatened claim, that is not expressly assumed by Buyer 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 Seller and SAIF under this Agreement. The right of indemnity of Buyer as set forth in this Section 7.2 shall be in addition to 6.4 from 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 a third party for which indemnification is sought under this Agreement, notify Seller liability arising out of such claim. If Seller agrees that it is liable to provide complete indemnification for any such claim under this Agreement, Seller shall have the right to conductaction, at its expense, the defense of such claim and Buyer shall not settle such claim except with the consent of Seller, 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 extent that the indemnifying party was prejudiced by such failuresuit or proceeding.

Indemnity of Buyer. Seller will Buyer hereby agrees to indemnify, defend, and hold harmless Buyer and reimburse the Stockholders and the Seller and the Seller's directors, officers, agents and employees from and against and in respect of any and all claims, demandsliabilities, losses, costs, expenses, obligations, liabilities, damages, recoveries damages and deficiencies, expenses incurred by them (including interest, penalties and reasonable attorneys' feesfees and disbursements) which shall be caused by or related to or shall arise out of (a) any material breach or alleged breach of any representation or warranty of Buyer contained in this Agreement, that Buyer incurs or suffers, which arise, result from or relate to [i] (b) any breach of, of any covenant or failure by Seller to perform, agreement of Buyer contained in the Agreement and (c) any of the representations, warranties, covenants, or agreements in this Agreement or in any schedule, certificate, exhibit or other instrument furnished by Seller pursuant to this Agreement; [ii] Assumed Liability and the operation of the Branch prior to the business after Closing; [iii] any violation of any federal, state or local laws or regulations and shall reimburse such Indemnified Persons for all costs and expenses (including reasonable attorneys' fees and disbursements) as shall be incurred, in connection with the origination of the Loans paying, investigating, preparing for or Deposits defending any action, claim, investigation, inquiry or Seller's acquisition of the Assets including, without limitation, any failure by Seller or its predecessors to properly and timely make disclosures to customers required by such laws or regulations; and [iv] any liability of Sellerother proceeding, whether or not relating 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 Seller, settle or compromise or consent to the Branchentry of any judgment in any pending or threatened claim, that is not expressly assumed by Buyer 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 Stockholders and the Seller under this Agreement. The right of indemnity of Buyer as set forth in this Section 7.2 shall be in addition to 7.4 from 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 a third party for which indemnification is sought under this Agreement, notify Seller liability arising out of such claim. If Seller agrees that it is liable to provide complete indemnification for any such claim under this Agreement, Seller shall have the right to conductaction, at its expense, the defense of such claim and Buyer shall not settle such claim except with the consent of Seller, 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 extent that the indemnifying party was prejudiced by such failuresuit or proceeding.

Indemnity of Buyer. Seller will Buyer hereby agrees to defend, indemnify, defend, and hold harmless Buyer 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 and in respect of any and all claims, demandsliabilities, losses, costs, expenses, obligations, liabilities, damages, recoveries damages and deficiencies, expenses incurred by them (including interest, penalties and reasonable attorneys' fees, that 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 incurs or suffers, which arise, result from or relate to [i] any breach of, or failure by Seller to perform, any of the representations, warranties, covenants, or agreements contained in this Agreement or in any schedule, certificate, exhibit or other instrument furnished by Seller pursuant to this Agreement; [ii] (b) any breach of any covenant or agreement of Buyer contained in this Agreement; and (c) any Assumed Liability and the operation of the Branch prior to the Business after Closing; [iii] any violation of any federal, state or local laws or regulations and shall reimburse such Indemnified Persons for all costs and expenses (including reasonable attorneys' fees and disbursements) as shall be incurred, in connection with the origination of the Loans paying, investigating, preparing for or Deposits defending any action, claim, investigation, inquiry or Seller's acquisition of the Assets including, without limitation, any failure by Seller or its predecessors to properly and timely make disclosures to customers required by such laws or regulations; and [iv] any liability of Sellerother proceeding, whether or not relating to the Branchin connection with pending or threatened litigation, 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 or related to or shall arise out of such breach (or alleged breach 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 connection with a claim against it 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 for 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 is may be sought hereunder unless such settlement, compromise or consent shall include an unconditional release of each Indemnified Person under this Agreement, notify Seller Section 6.4 from all liability arising out of such claim. If Seller agrees that it is liable to provide complete indemnification for any such claim under this Agreement, Seller shall have the right to conductaction, at its expense, the defense of such claim and Buyer shall not settle such claim except with the consent of Seller, 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 extent that the indemnifying party was prejudiced by such failuresuit or proceeding.