Common use of Indemnity of Seller Clause in Contracts

Indemnity of Seller. Without limiting any other rights which any such ------------------- Person may have hereunder or under applicable law, Seller hereby agrees to indemnify Purchaser, and each of its assigns (including the third party beneficiaries specified in Section 8.10), and all officers, directors, employees ------------ and agents of any of the foregoing (each a "Purchase and Sale Indemnified ----------------------------- Party"), forthwith on demand, from and against any and all damages, losses, ----- claims, liabilities and related costs and expenses, including reasonable attorneys' fees and disbursements (all of the foregoing being collectively referred to as "Indemnified Amounts") awarded against or incurred by any of 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 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:

Indemnity of Seller. Without limiting any other rights which any such ------------------- Person may have hereunder or under applicable lawSubject to Section 7.1 hereof, Seller the Sellers and the Stockholders hereby agrees agree to indemnify Purchaserdefend, indemnify, hold harmless and each of reimburse the Purchaser and its assigns (including the third party beneficiaries specified in Section 8.10), and all officersaffiliates, directors, officers, agents, consultants, successors and employees ------------ and agents of any of the foregoing (each a "Purchase and Sale Indemnified ----------------------------- Party"), forthwith on demand, from and against any and all damagesclaims, liabilities, losses, ----- claims, liabilities damages and related costs and expenses, expenses incurred by such Indemnified Persons (including reasonable attorneys' fees and disbursements (all of the foregoing being collectively referred disbursements) that shall be caused by or related to as "Indemnified Amounts") awarded against or incurred by any of them ------------------- arising shall arise 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, of: (a) Indemnified Amounts to the extent determined --------- ------- any breach (or alleged breach in connection with a claim asserted by a court third party) of competent jurisdiction to have resulted from gross negligence any representation or willful misconduct on warranty of the part of such Purchase Sellers or the Stockholders, as applicable, contained in this Agreement and Sale Indemnified Partyin any certificate delivered by the Sellers or the Stockholders, as applicable, pursuant hereto; (b) recourse for Defaulted Student Loansany breach of any covenant or agreement of the Sellers or the Stockholders, as applicable, contained in this Agreement; and (c) any failure by the Sellers or the Stockholders, as applicable, to satisfy the Retained Liabilities and the operation of the Business prior to the Closing, and shall reimburse such Indemnified Amounts 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 (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 Stockholders further agree that he or it shall not, without the prior written consent of the Purchaser 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 7.3 from all liability arising out of any taxessuch claim, feesaction, assessments, interest, suit 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:proceeding.

Indemnity of Seller. Without limiting any other rights which any such ------------------- Person may have hereunder or under applicable law, The Seller hereby agrees to indemnify Purchaserdefend, indemnify, hold harmless and each of reimburse the Purchaser and its assigns (including the third party beneficiaries specified in Section 8.10)directors, and all officers, directors, agents and employees ------------ and agents of any of the foregoing (each a "Purchase and Sale Indemnified ----------------------------- Party"), forthwith on demand, from and against any and all damagesclaims, liabilities, losses, ----- claims, liabilities damages and related costs and expenses, expenses incurred by such Indemnified Persons (including reasonable attorneys' fees and disbursements (all of the foregoing being collectively referred disbursements) that shall be caused by or related to as "Indemnified Amounts") awarded against or incurred by any of them ------------------- arising shall arise 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, of: (a) Indemnified Amounts to the extent determined --------- ------- any breach (or alleged breach in connection with a claim asserted by a court third party) of competent jurisdiction to have resulted from gross negligence any representation or willful misconduct on warranty of the part of such Purchase Seller contained in this Agreement and Sale Indemnified Party, in any document or certificate delivered by the Seller pursuant hereto; (b) recourse for Defaulted Student Loans, any breach of any covenant or agreement of the Seller contained in this Agreement; and (c) any failure by the Seller to satisfy the Retained Liabilities and the operation of the Business prior to the Closing, and shall reimburse such Indemnified Amounts 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 (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 prior written consent of the Purchaser 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 7.3 from all liability arising out of any taxessuch claim, feesaction, assessments, interest, suit 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:proceeding.

Indemnity of Seller. Without limiting any other rights which any such ------------------- Person may have hereunder or under applicable law(a) CB&I and CB&I Sub, jointly and severally, shall indemnify and hold harmless Seller hereby agrees to indemnify Purchaserand its officers and directors (collectively, the "Seller Parties" and individually, a "Seller Party"), and each of its assigns (including the third party beneficiaries specified in Section 8.10), and all officers, directors, employees ------------ and agents of any of the foregoing (each a "Purchase and Sale Indemnified ----------------------------- Party"), forthwith on demandthem, from and against any and all damagesliabilities, losses, ----- claimsjudgments, liabilities and related amounts paid or to be paid in settlement, fines, penalties, reasonable costs and expenses, expenses (including reasonable attorneys' fees and disbursements other reasonable costs and expenses incident to any claim, action, suit, proceeding or investigation by the Federal Trade Commission (all "FTC"), the U.S. Department of the foregoing being collectively referred to as Justice ("Indemnified AmountsDOJ") awarded against or incurred by any of 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 other Governmental Authority 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 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 connection with any matters arising out of any taxesantitrust laws, fees, assessments, interestrules or regulations) incurred or paid by the Seller Parties, or penalties arising out ofany of them, assessed against after the date hereof (collectively , "Losses") by reason of or based upon in connection with any claim, investigation or threatened, pending or completed action, suit or proceeding, by the income or gross receipts of any Purchase and Sale Indemnified Party FTC, the DOJ or any failure or delay other Governmental Authority in filing an accurate return connection 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 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 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 (or part thereof) initiated by such Seller Party (other than an action, suit or proceeding to enforce such Seller Party's rights to indemnification under this Agreement) only if such action, suit or proceeding (or part thereof) was authorized by CB&I; and provided further, that CB&I and CB&I Sub shall have no duty to indemnify any Seller Party for any Losses directly relating to:to any act of any Seller Party which gives rise to a claim for indemnification