Common use of Indemnity of Seller Clause in Contracts

Indemnity of Seller. Subject to the provisions provided hereafter limiting the liability of Seller, Seller hereby agrees to indemnify and defend, at its sole cost and expense, and hold Purchaser, its successors and assigns, harmless from and against and to reimburse Purchaser with respect to any and all claims, demands, actions, causes of action, losses, damages, liabilities, costs and expenses (including without limitation reasonable attorneys' fees and court costs) of any and every kind or character, known or unknown, fixed or contingent, asserted against or incurred by Purchaser at any time and from time to time by reason of or arising out of (a) the breach of any representation or warranty of Seller set forth in this Agreement, (b) the failure of Seller, in whole or in part, to perform any obligation required to be performed by Seller pursuant to Section 6.1, or (c) except for the matters disclosed herein or in the Disclosure Schedule, the ownership, construction, occupancy, operation, use and maintenance of the Property prior to the Closing Date, or (d) the violation on or before the Closing Date of any Hazardous Material Law in effect on or before the Closing Date and any and all matters arising out of any act, omission, event or circumstance existing or occurring on or prior to the Closing Date (including without limitation the presence on the Property or release from the Property of Hazardous Materials disposed of or otherwise released prior to the Closing Date) which results in a violation of a Hazardous Materials Law, regardless of whether the act, omission, event or circumstance constituted a violation of any Hazardous Materials Law at the time of its existence or occurrence. The provisions of this Section 6.2 shall survive the Closing of the transaction contemplated by this Agreement and shall continue thereafter in full force and effect for the benefit of Purchaser, its successors and assigns, and, notwithstanding any provision of this Agreement to the contrary, Purchaser may exercise any right or remedy Purchaser may have at law or in equity should Seller fail to meet, comply with or perform its indemnity obligations required by this Section 6.2.

Indemnity of Seller. Subject to the provisions provided hereafter limiting the liability of Seller, Seller hereby agrees to indemnify and defend, at indemnify, hold harmless and reimburse Buyer and its sole cost directors, officers, agents and expense, and hold Purchaser, its successors and assigns, harmless employees from and against and to reimburse Purchaser with respect to any and all claims, demands, actions, causes of actionliabilities, losses, damages, liabilities, costs damages and expenses incurred by such Indemnified Persons (including without limitation reasonable attorneys' fees and court costsdisbursements) of any and every kind that shall be caused by or character, known related to or unknown, fixed or contingent, asserted against or incurred by Purchaser at any time and from time to time by reason of or arising shall arise out of of: (a) the any material breach of any representation or warranty of Seller set forth contained in this Agreement, ; (b) any failure on the failure part of Seller, in whole or in part, Seller to perform pay any obligation required to be performed by Seller Accounts Payable as of the Closing Date pursuant to Section 6.1, or the Accounts Receivable and Payable Assignment; and (c) except for any failure on the matters disclosed herein part of such Seller to pay off any credit lines or in the Disclosure Schedule, the ownership, construction, occupancy, operation, use and maintenance debts outstanding as of the Property prior to the Closing Date, and shall reimburse such Indemnified Persons for all costs and expenses (including reasonable attorneys' fees and disbursements) as they 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 (d) or alleged breach in connection with a claim asserted by a third party), whether or not any such Indemnified Person shall be named as a party thereto and whether or not any liability shall result therefrom. Seller further agrees that it shall not, without the violation on prior written consent of Xxxxx, not to be unreasonably withheld, settle or before compromise or consent to the Closing Date entry of any Hazardous Material Law judgment in effect on any pending or before the Closing Date and any and 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 6.3 from all matters liability arising out of any actsuch claim, omissionaction, event suit or circumstance existing or occurring on or prior to the Closing Date (including without limitation the presence on the Property or release from the Property of Hazardous Materials disposed of or otherwise released prior to the Closing Date) which results in a violation of a Hazardous Materials Law, regardless of whether the act, omission, event or circumstance constituted a violation of any Hazardous Materials Law at the time of its existence or occurrence. The provisions of this Section 6.2 shall survive the Closing of the transaction contemplated by this Agreement and shall continue thereafter in full force and effect for the benefit of Purchaser, its successors and assigns, and, notwithstanding any provision of this Agreement to the contrary, Purchaser may exercise any right or remedy Purchaser may have at law or in equity should Seller fail to meet, comply with or perform its indemnity obligations required by this Section 6.2proceeding.

Indemnity of Seller. Subject to the provisions provided hereafter limiting the liability of Seller(a) CB&I and CB&I Sub, Seller hereby agrees to jointly and severally, shall indemnify and defendhold harmless Seller and its officers and directors (collectively, at its sole cost the "Seller Parties" and expenseindividually, a "Seller Party"), and hold Purchasereach of them, its successors and assigns, harmless from and against and to reimburse Purchaser with respect to any and all claims, demands, actions, causes of actionliabilities, losses, damagesjudgments, liabilitiesamounts paid or to be paid in settlement, fines, penalties, reasonable costs and expenses (including without limitation reasonable attorneys' fees and court costs) of other reasonable costs and expenses incident to any and every kind claim, action, suit, proceeding or character, known or unknown, fixed or contingent, asserted against or incurred investigation by Purchaser at any time and from time to time by reason of or arising out of the Federal Trade Commission (a) the breach of any representation or warranty of Seller set forth in this Agreement, (b) the failure of Seller, in whole or in part, to perform any obligation required to be performed by Seller pursuant to Section 6.1, or (c) except for the matters disclosed herein or in the Disclosure Schedule"FTC"), the ownership, construction, occupancy, operation, use and maintenance U.S. Department of the Property prior to the Closing Date, Justice ("DOJ") or (d) the violation on or before the Closing Date of any Hazardous Material Law other Governmental Authority in effect on or before the Closing Date and connection with any and all matters arising out of any actantitrust laws, omissionrules or regulations) incurred or paid by the Seller Parties, event or circumstance existing any of them, after the date hereof (collectively , "Losses") by reason of or occurring on in connection with any claim, investigation or prior threatened, pending or completed action, suit or proceeding, by the FTC, the DOJ or any other Governmental Authority in connection with any matters arising out of any antitrust laws, rules or regulations, whether civil, administrative or investigative (any such claim, investigation or threatened, pending or completed action, suit or proceeding by the FTC, the DOJ or any such other Governmental Authority being referred to hereinafter as a "Proceeding"), to which any Seller Party is, was or at any time becomes a party, or is threatened to be made a party or is involved (as a witness or otherwise), to the Closing Date extent based on and by reason of the Transfer of the Assets to Purchaser by Seller; provided, however, that CB&I and CB&I Sub shall indemnify a Seller Party in connection with an action, suit or proceeding (including without limitation the presence on the Property or release from the Property of Hazardous Materials disposed of part thereof) initiated by such Seller Party (other than an action, suit or otherwise released prior proceeding to the Closing Dateenforce such Seller Party's rights to indemnification under this Agreement) which results in a violation of a Hazardous Materials Lawonly if such action, regardless of whether the actsuit or proceeding (or part thereof) was authorized by CB&I; and provided further, omission, event or circumstance constituted a violation that CB&I and CB&I Sub shall have no duty to indemnify any Seller Party for any Losses directly relating to any act of any Hazardous Materials Law at the time of its existence or occurrence. The provisions of this Section 6.2 shall survive the Closing of the transaction contemplated by this Agreement and shall continue thereafter in full force and effect Seller Party which gives rise to a claim for the benefit of Purchaser, its successors and assigns, and, notwithstanding any provision of this Agreement to the contrary, Purchaser may exercise any right or remedy Purchaser may have at law or in equity should Seller fail to meet, comply with or perform its indemnity obligations required by this Section 6.2.indemnification

Indemnity of Seller. Subject to the provisions provided hereafter Without limiting the liability of Sellerany other rights which any such ------------------- Person may have hereunder or under applicable law, Seller hereby agrees to indemnify and defend, at its sole cost and expensePurchaser, and hold Purchasereach of its assigns (including the third party beneficiaries specified in Section 8.10), its successors and assignsall officers, harmless directors, employees ------------ and agents of any of the foregoing (each a "Purchase and Sale Indemnified ----------------------------- Party"), forthwith on demand, from and against and to reimburse Purchaser with respect to any and all claims, demands, actions, causes of actiondamages, losses, damages----- claims, liabilities, liabilities and related costs and expenses (expenses, including without limitation reasonable attorneys' fees and court costsdisbursements (all of the foregoing being collectively referred to as "Indemnified Amounts") of any and every kind or character, known or unknown, fixed or contingent, asserted awarded against or incurred by Purchaser at any time and from time to time by reason of or them ------------------- arising out of or relating to (i) claims asserted against a Purchase and Sale Indemnified Party by a Person, and relating to the transactions contemplated by the Transaction Documents or the Student Loans, (ii) acts or omissions by the Master Servicer or any Sub-Servicer, (iii) the items described in clause (i) ---------- through (iv) of the last sentence of this Section 7.1, or (iv) use of proceeds ---- ----------- hereunder, excluding, however, (a) Indemnified Amounts to the breach extent determined --------- ------- by a court of competent jurisdiction to have resulted from gross negligence or willful misconduct on the part of such Purchase and Sale Indemnified Party, (b) recourse for Defaulted Student Loans, and (c) Indemnified Amounts arising out of any taxes, fees, assessments, interest, or penalties arising out of, assessed against or based upon the income or gross receipts of any Purchase and Sale Indemnified Party or any failure or delay in filing an accurate return with respect thereto and imposed by the jurisdiction under the laws of which such Purchase and Sale Indemnified Party was organized. Without limiting the foregoing, Seller shall indemnify each Purchase and Sale Indemnified Party for Indemnified Amounts arising out of or relating to: (i) any representation or warranty made by Seller (or any of its officers or Affiliates) under or in connection with any Transaction Document or any other information or report delivered by or on behalf of Seller set forth pursuant hereto, which shall have been false, incorrect or misleading in this Agreement, any respect when made or deemed made; (bii) the failure by Seller to comply with any applicable law, rule or regulation with respect to any Student Loan, or the nonconformity of Sellerany Student Loan with any such applicable law, rule or regulation; (iii) the failure due to acts or omissions of Seller to vest and maintain vested in Eligible Lender Trustee first priority perfected ownership interest, in whole the Student Loans sold to Eligible Lender Trustee hereunder, free and clear of any Lien, other than a Lien arising solely as a result of an act of Noteholder, the Administrator or in part, the Indenture Trustee; or (iv) the failure to perform any obligation required to be performed by Seller pursuant to Section 6.1file, or (c) except for any delay in filing, financing statements or other similar instruments or documents under the matters disclosed herein or in the Disclosure Schedule, the ownership, construction, occupancy, operation, use and maintenance of the Property prior to the Closing Date, or (d) the violation on or before the Closing Date UCC of any Hazardous Material Law in effect on applicable jurisdiction or before the Closing Date and other applicable laws with respect to any and all matters arising out of any act, omission, event or circumstance existing or occurring on or prior to the Closing Date (including without limitation the presence on the Property or release from the Property of Hazardous Materials disposed of or otherwise released prior to the Closing Date) which results in a violation of a Hazardous Materials Law, regardless of whether the act, omission, event or circumstance constituted a violation of any Hazardous Materials Law at the time of its existence or occurrence. The provisions of this Section 6.2 shall survive the Closing of the transaction contemplated by this Agreement and shall continue thereafter in full force and effect for the benefit of Purchaser, its successors and assigns, and, notwithstanding any provision of this Agreement to the contrary, Purchaser may exercise any right or remedy Purchaser may have at law or in equity should Seller fail to meet, comply with or perform its indemnity obligations required by this Section 6.2such Student Loans.

Indemnity of Seller. Subject to Section 7.1 hereof, the provisions provided hereafter limiting Sellers and the liability of Seller, Seller Stockholders hereby agrees agree to indemnify and defend, at indemnify, hold harmless and reimburse the Purchaser and its sole cost and expenseaffiliates, and hold Purchaserdirectors, its officers, agents, consultants, successors and assigns, harmless employees from and against and to reimburse Purchaser with respect to any and all claims, demands, actions, causes of actionliabilities, losses, damages, liabilities, costs damages and expenses incurred by such Indemnified Persons (including without limitation reasonable attorneys' fees and court costsdisbursements) of any and every kind that shall be caused by or character, known related to or unknown, fixed or contingent, asserted against or incurred by Purchaser at any time and from time to time by reason of or arising shall arise out of of: (a) the any breach (or alleged breach in connection with a claim asserted by a third party) of any representation or warranty of Seller set forth the Sellers or the Stockholders, as applicable, contained in this Agreement and in any certificate delivered by the Sellers or the Stockholders, as applicable, pursuant hereto; (b) any breach of any covenant or agreement of the Sellers or the Stockholders, as applicable, contained in this Agreement, (b) the failure of Seller, in whole or in part, to perform any obligation required to be performed by Seller pursuant to Section 6.1, or ; and (c) except for any failure by the matters disclosed herein Sellers or in the Disclosure ScheduleStockholders, as applicable, to satisfy the ownership, construction, occupancy, operation, use Retained Liabilities and maintenance the operation of the Property Business prior to the Closing DateClosing, and shall reimburse such Indemnified Persons for all costs and expenses (including reasonable attorneys' fees and disbursements) as they 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 (d) or alleged breach in connection with a claim asserted by a third party), whether or not any such Indemnified Person shall be named as a party thereto and whether or not any liability shall result therefrom. The Sellers and the violation on Stockholders further agree that he or before it shall not, without the Closing Date prior written consent of the Purchaser settle or compromise or consent to the entry of any Hazardous Material Law judgment in effect on any pending or before the Closing Date and any and 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 7.3 from all matters liability arising out of any actsuch claim, omissionaction, event suit or circumstance existing or occurring on or prior to the Closing Date (including without limitation the presence on the Property or release from the Property of Hazardous Materials disposed of or otherwise released prior to the Closing Date) which results in a violation of a Hazardous Materials Law, regardless of whether the act, omission, event or circumstance constituted a violation of any Hazardous Materials Law at the time of its existence or occurrence. The provisions of this Section 6.2 shall survive the Closing of the transaction contemplated by this Agreement and shall continue thereafter in full force and effect for the benefit of Purchaser, its successors and assigns, and, notwithstanding any provision of this Agreement to the contrary, Purchaser may exercise any right or remedy Purchaser may have at law or in equity should Seller fail to meet, comply with or perform its indemnity obligations required by this Section 6.2proceeding.

Indemnity of Seller. Subject to the provisions provided hereafter limiting the liability of Seller, Seller hereby agrees to indemnify and defend, at its sole cost and expense, and hold Purchaser, its successors and assigns, harmless from and against and to reimburse Purchaser with respect to any and all claims, demands, actions, causes of action, losses, damages, liabilities, costs and expenses (including without limitation reasonable attorneys' fees and court costs) of any and every kind or character, known or unknown, fixed or contingent, asserted against or incurred by Purchaser at any time and from time to time by reason of or arising out of (a) the breach of any representation or warranty of Seller set forth in this Agreement, (b) the failure of Seller, in whole or in part, to perform any obligation required to be performed by Seller pursuant to Section 6.1this Agreement, or (c) except for the matters disclosed herein or in the Disclosure Schedule, the ownership, construction, occupancy, operation, use and maintenance of the Property prior to the Closing Date, or (d) the violation on or before the Closing Date of any Hazardous Material Law in effect on or before the Closing Date and any and all matters arising out of any act, omission, event or circumstance existing or occurring on or prior to the Closing Date (including including, without limitation limitation, the presence on the Property or release from the Property of Hazardous Materials disposed of or otherwise released prior to the Closing Date) which results in a violation of a Hazardous Materials Law, regardless of whether the act, omission, event or circumstance constituted a violation of any Hazardous Materials Law at the time of its existence or occurrence. The provisions of this Section 6.2 shall survive the Closing of the transaction contemplated by this Agreement and shall continue thereafter in full force and effect for the benefit of Purchaser, its successors and assigns, and. However, notwithstanding any provision of this Agreement to the contrary, Purchaser may exercise any right or remedy Purchaser may have at law or in equity should Seller fail to meet, comply with or perform its indemnity obligations required by this Section 6.2.

Indemnity of Seller. Subject to the provisions provided hereafter limiting the liability of Seller, The Seller hereby agrees to indemnify and defend, at indemnify, hold harmless and reimburse the Purchaser and its sole cost directors, officers, agents and expense, and hold Purchaser, its successors and assigns, harmless employees from and against and to reimburse Purchaser with respect to any and all claims, demands, actions, causes of actionliabilities, losses, damages, liabilities, costs damages and expenses incurred by such Indemnified Persons (including without limitation reasonable attorneys' fees and court costsdisbursements) of any and every kind that shall be caused by or character, known related to or unknown, fixed or contingent, asserted against or incurred by Purchaser at any time and from time to time by reason of or arising shall arise out of of: (a) the any breach (or alleged breach in connection with a claim asserted by a third party) of any representation or warranty of the Seller set forth contained in this Agreement and in any document or certificate delivered by the Seller pursuant hereto; (b) any breach of any covenant or agreement of the Seller contained in this Agreement, (b) the failure of Seller, in whole or in part, to perform any obligation required to be performed by Seller pursuant to Section 6.1, or ; and (c) except for any failure by the matters disclosed herein or in Seller to satisfy the Disclosure Schedule, Retained Liabilities and the ownership, construction, occupancy, operation, use and maintenance operation of the Property Business prior to the Closing DateClosing, and shall reimburse such Indemnified Persons for all costs and expenses (including reasonable attorneys' fees and disbursements) as they 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 (d) or alleged breach in connection with a claim asserted by a third party), whether or not any such Indemnified Person shall be named as a party thereto and whether or not any liability shall result therefrom. The Seller further agrees that it shall not, without the violation on prior written consent of the Purchaser settle or before compromise or consent to the Closing Date entry of any Hazardous Material Law judgment in effect on any pending or before the Closing Date and any and 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 7.3 from all matters liability arising out of any actsuch claim, omissionaction, event suit or circumstance existing or occurring on or prior to the Closing Date (including without limitation the presence on the Property or release from the Property of Hazardous Materials disposed of or otherwise released prior to the Closing Date) which results in a violation of a Hazardous Materials Law, regardless of whether the act, omission, event or circumstance constituted a violation of any Hazardous Materials Law at the time of its existence or occurrence. The provisions of this Section 6.2 shall survive the Closing of the transaction contemplated by this Agreement and shall continue thereafter in full force and effect for the benefit of Purchaser, its successors and assigns, and, notwithstanding any provision of this Agreement to the contrary, Purchaser may exercise any right or remedy Purchaser may have at law or in equity should Seller fail to meet, comply with or perform its indemnity obligations required by this Section 6.2proceeding.

Indemnity of Seller. Subject Without limiting any other rights that any such Person may have hereunder or under applicable law (including, without limitation, the right to the provisions provided hereafter limiting the liability recover damages for breach of Sellercontract), Seller hereby agrees to indemnify and defendPurchaser, at all of its sole cost and expenserespective Affiliates, and hold Purchaserall successors, its successors transferees, participants and assignsassigns and all officers, harmless directors, employees and agents of any of the foregoing (each a “Purchase and Sale Indemnified Party”), within thirty (30) days following written notice demand accompanied by supporting documentation, from and against and to reimburse Purchaser with respect to any and all claims, demands, actions, causes of actiondamages, losses, damagesclaims, liabilities, liabilities and related costs and expenses (expenses, including without limitation reasonable attorneys' ’ fees and court costsdisbursements (all of the foregoing being collectively referred to as “Indemnified Amounts”) of any and every kind or character, known or unknown, fixed or contingent, asserted awarded against or incurred by Purchaser at any time and from time to time by reason of or them arising out of or relating to the following, except to the extent that such Indemnified Amounts result from the gross negligence or willful misconduct of the Purchase and Sale Indemnified Party: (a) any claim or action of whatever sort arising out of or in connection with the breach origination or servicing of any representation Student Loan or warranty any other services which gave rise to or are the subject of any Student Loan to the extent such origination, servicing or services were provided by Seller or an Affiliate of Seller set forth in this Agreementon or before the sale of such Student Loans by Seller, or, if such origination, servicing or services were provided by a Person other than Seller or an Affiliate of Seller, to the extent Seller is entitled to recover such Indemnified Amounts from such non-Affiliate or another Person, services the provision of which occurred on or before the sale of such Student Loans by Seller and gave rise to or are the subject of any Student Loan; (b) the failure to pay when due any taxes and fees payable by the Seller in connection with the Purchased Assets or the execution, delivery, filing and recording of Seller, in whole this Agreement or in part, to perform any obligation required the other agreements and documents to be performed by Seller pursuant to Section 6.1, or delivered hereunder (including any UCC financing statements); (c) except for the matters disclosed herein payment by such Indemnified Party of taxes, including, without limitation, any taxes imposed by any jurisdiction on amounts payable and any liability (including penalties, interest and expenses) arising therefrom or in the Disclosure Schedule, the ownership, construction, occupancy, operation, use and maintenance of the Property prior with respect thereto to the Closing Date, extent caused by the Seller’s actions or failure to act in breach of this Agreement; (d) the violation on commingling of Collections with any other funds of the Seller or before any Affiliate of the Closing Date Seller; (e) any claim brought by any Person arising from any activity by the Seller or an Affiliate of Seller in servicing, administering or collecting any Student Loan; or (f) the sale or pledge by the Seller of any Hazardous Material Law Student Loan in effect on or before the Closing Date and any and all matters arising out of any act, omission, event or circumstance existing or occurring on or prior to the Closing Date (including without limitation the presence on the Property or release from the Property of Hazardous Materials disposed of or otherwise released prior to the Closing Date) which results in a violation of a Hazardous Materials Law, regardless of whether the act, omission, event or circumstance constituted a violation of any Hazardous Materials Law at the time of its existence applicable law, rule or occurrence. The provisions of this Section 6.2 shall survive the Closing of the transaction contemplated by this Agreement and shall continue thereafter in full force and effect for the benefit of Purchaser, its successors and assigns, and, notwithstanding any provision of this Agreement to the contrary, Purchaser may exercise any right or remedy Purchaser may have at law or in equity should Seller fail to meet, comply with or perform its indemnity obligations required by this Section 6.2regulation.