Common use of LIABILITIES AND INDEMNIFICATION Clause in Contracts

LIABILITIES AND INDEMNIFICATION. (a) Except as otherwise provided herein, and to the extent allowed by law, Xxxxxx agrees that it will pay, satisfy, indemnify and hold harmless Buyer, and each shareholder, director, officer, employee, agent or representative of Buyer (collectively, “Buyer Indemnified Parties”) from the following at all times after the date of this Agreement: (i) all liabilities, debts and obligations of Seller, or the Systems of any nature, whether accrued, absolute, contingent or otherwise, existing prior to or at the date of the Closing, or arising out of transactions or commitments entered into, or any state of facts existing, prior to, or at the time of, the Closing, including all fees, charges and expenses of attorneys and engineers, so long as, and to the extent that, such liabilities, debts and obligations relate to the Systems. Without limiting the generality of the foregoing, Seller will satisfy and hold harmless the Buyer Indemnified Parties from any commissions or brokers' fees incurred in connection with this Agreement; any and all fees, charges and expenses of engineers hired by Seller in connection with this Agreement; any claims or liens with respect to outstanding line charge deposits on the Systems; and, any claims for refund of any deposits or other money, including customer service deposits;(ii) any damage or deficiency resulting from, or connected with, any misrepresentations, breach of warranty, or nonfulfillment of any agreement or covenant on the part of Seller under this Agreement or from any misrepresentation in, or omission from, any certificate or other instrument or document furnished or to be furnished to Buyer hereunder, (iii) any liability, debt, or obligation arising or related to health insurance policies, employee benefit plans, retirement plans, individual retirement accounts, or 401(k) accounts related to, managed by, belonging to, or held for the benefit of, Sellers, their officers, members, shareholders, employees, or any other third parties, and (iv) all actions, suits, proceedings, investigations, demands, assessments, judgments, costs, fines, expenses, appeals, attorneys' fees, and expenses incident to any of the foregoing. Seller shall promptly pay any such item covered by this indemnity clause or shall, upon demand. (b) No party shall have any liability to another party under this section for damages to the extent that: i. the indemnified Party recovers insurance proceeds covering the damages; or ii. the indemnified Party's tax liability is actually reduced as a result of a tax benefit to which the indemnified Party becomes entitled in respect of the damages. (c) If at any time subsequent to the receipt by an indemnified Party of an indemnity payment hereunder, such indemnified Party, or any affiliate thereof, receives any recovery, settlement or other similar payment with respect to the damages for which it received such indemnity payment including insurance proceeds, or a tax benefit, (the "Recovery"), such indemnified Party shall promptly pay to the indemnifying Party an amount equal to the amount of such Recovery, less any expense incurred by such ELECTRONICALLY FILED - 2021 April 12 4:05 PM - SCPSC - Docket # 2021-130-S - Page 15 of 25 indemnified Party (or its affiliates) in connection with such Recovery, but in no event shall any such payment exceed the amount of such indemnity payment. (d) Seller shall have no liability or obligation under this Section for any Damages resulting from the inaccuracy or breach of any representation or warranty if such inaccuracy or breach is disclosed in writing by Seller prior to Closing. (e) Other than in the case of fraud or willful misconduct, in no event will Seller’s liability hereunder exceed Eighty-five (85%) of the System Purchase Price. (f) Xx. Xxxxxxx shall have no liability as the seller of his personal goodwill under the provisions of this Section 12.

LIABILITIES AND INDEMNIFICATION. (a) Except as otherwise provided herein, and to the extent allowed by law, Xxxxxx agrees that it will pay, satisfy, 9.1 Each party shall indemnify and hold harmless Buyer, and each shareholder, director, officer, employee, agent or representative of Buyer the other party (collectively, the “Buyer Indemnified PartiesParty”) for any loss or damage (including any damage to or loss of the KONSTRUK ECOMMERCE SYSTEM Tools and/or KONSTRUK ECOMMERCE SYSTEM Service) arising from or caused by a party’s (the “Indemnifying Party”) fraud, gross negligence, acts or omissions, willful misconduct, bad faith, or breach of contract in performing (or failing to perform) its obligations under the Agreement, or for any loss or damage arising from the following at all times after the date infringement of this Agreement: (i) all liabilities, debts and obligations of Sellera third party’s intellectual property rights, or for death of or any personal injury suffered by the Systems Indemnified Party’s representative in the course of fulfilling his/her principal’s responsibilities under the Agreement. 9.2 The Indemnifying Party shall fully compensate the Indemnified Party for actual costs incurred by the Indemnified Party in rectifying the damage or loss which it has suffered, and/or in defending itself from any naturethird party relating to such damage, whether accrued, absolute, contingent or otherwise, existing prior to or at the date of the Closingloss, or arising out of transactions or commitments entered intoinjury. Apart from such actual costs, neither party shall be liable to the other for any special, incidental, indirect, exemplary, liquidated, moral, nominal, temperate, or any state of facts existing, prior to, or at the time of, the Closingconsequential damages for whatever cause, including all feesloss of profits or revenues or loss of prospective business advantage, charges and expenses regardless of attorneys and engineerswhether the party had been advised of such damages or whether that liability arises in contract, so long astort, and to the extent that, such liabilities, debts and obligations relate to the Systems. Without limiting the generality of the foregoing, Seller will satisfy and hold harmless the Buyer Indemnified Parties from any commissions or brokers' fees incurred in connection with this Agreement; any and all fees, charges and expenses of engineers hired by Seller in connection with this Agreement; any claims or liens with respect to outstanding line charge deposits on the Systems; and, any claims for refund of any deposits or other money, including customer service deposits;(ii) any damage or deficiency resulting from, or connected with, any misrepresentationsstrict liability, breach of warranty, or nonfulfillment of otherwise. 9.3 Without prejudice to Section 5.3 above, both PLATFORM OWNER and the MERCHANT shall not be liable (and will not accept any agreement or covenant on the part of Seller under this Agreement or from liability) to any misrepresentation inthird party for any claim, suit, complaint, demand, or omission fromother similar situation arising from or occasioned by a customer’s abusive, any certificate or other instrument or document furnished or to be furnished to Buyer hereunderfraudulent, (iii) any liability, debtnegligent, or obligation arising or related to health insurance policiesimproper use of the mobile app, employee benefit plans, retirement plans, individual retirement accounts, or 401(k) accounts related to, managed by, belonging to, or held for the benefit of, Sellers, their officers, members, shareholders, employeesWallet, or any other third partiesKONSTRUK ECOMMERCE SYSTEM Tools (including any PLATFORM OWNER-issued QR code), or of any product. The above paragraph notwithstanding, PLATFORM OWNER shall cooperate with MERCHANT in investigating, reporting, and (iv) all actions, suits, proceedings, investigations, demands, assessments, judgments, costs, fines, expenses, appeals, attorneys' fees, and expenses incident to possibly prosecuting any of fraudulent or deceptive scheme caused or perpetrated using the foregoing. Seller shall promptly pay any such item covered by this indemnity clause or shall, upon demandKONSTRUK ECOMMERCE SYSTEM Service. (b) No party shall have any liability to another party under this section for damages to the extent that: i. the indemnified Party recovers insurance proceeds covering the damages; or ii. the indemnified Party's tax liability is actually reduced as a result of a tax benefit to which the indemnified Party becomes entitled in respect of the damages. (c) If at any time subsequent to the receipt by an indemnified Party of an indemnity payment hereunder, such indemnified Party, or any affiliate thereof, receives any recovery, settlement or other similar payment with respect to the damages for which it received such indemnity payment including insurance proceeds, or a tax benefit, (the "Recovery"), such indemnified Party shall promptly pay to the indemnifying Party an amount equal to the amount of such Recovery, less any expense incurred by such ELECTRONICALLY FILED - 2021 April 12 4:05 PM - SCPSC - Docket # 2021-130-S - Page 15 of 25 indemnified Party (or its affiliates) in connection with such Recovery, but in no event shall any such payment exceed the amount of such indemnity payment. (d) Seller shall have no liability or obligation under this Section for any Damages resulting from the inaccuracy or breach of any representation or warranty if such inaccuracy or breach is disclosed in writing by Seller prior to Closing. (e) Other than in the case of fraud or willful misconduct, in no event will Seller’s liability hereunder exceed Eighty-five (85%) of the System Purchase Price. (f) Xx. Xxxxxxx shall have no liability as the seller of his personal goodwill under the provisions of this Section 12.

LIABILITIES AND INDEMNIFICATION. (a) Except as otherwise Notwithstanding anything to the contrary provided herein, Secured Party assumes no liabilities with respect to any claims regarding any Grantor's ownership (or purported ownership) of, or rights or Secured Obligations (or purported rights or Secured Obligations) arising from, the Collateral or any use (or actual or alleged misuse), license or sublicense thereof by any Grantor or any licensee of any Grantor, whether arising out of any past, current or future event, circumstance, act or omission or otherwise, or any claim, suit, loss, damage, expense or liability of any kind or nature arising out of or in connection with the Collateral or the production, marketing, delivery, sale or provision of goods or services under or in connection with any of the Collateral. All of such liabilities shall be borne exclusively by the Grantors. (b) The Grantors shall, jointly and to the extent allowed by law, Xxxxxx agrees that it will pay, satisfyseverally, indemnify and hold harmless BuyerSecured Party from and against, and each shareholderon demand shall pay to Secured Party the amount of, directorany and all claims, officeractions, employeesuits, agent judgments, penalties, losses, damages, costs, disbursements, expenses, obligations or representative of Buyer (collectively, “Buyer Indemnified Parties”) from the following at all times after the date of this Agreement: (i) all liabilities, debts and obligations of Seller, or the Systems liabilities of any nature, whether accrued, absolute, contingent kind or otherwise, existing prior to nature (except those directly caused by Secured Party's gross negligence or at the date of the Closingintentional misconduct) specified in Section 4.3 and Section 4.8(a), or arising in any way out of transactions or commitments entered into, or any state of facts existing, prior to, or at the time of, the Closing, including all fees, charges and expenses of attorneys and engineers, so long as, and to the extent that, such liabilities, debts and obligations relate to the Systems. Without limiting the generality of the foregoing, Seller will satisfy and hold harmless the Buyer Indemnified Parties from any commissions or brokers' fees incurred in connection with this Agreement; , the Collateral, custody, preservation, use or operation of the Collateral, any actual or alleged infringement or misappropriation of the rights or property of any third party, the production, marketing, delivery, sale and all fees, charges and expenses provision of engineers hired by Seller goods or services under or in connection with this Agreement; the Collateral, the sale, transfer or other disposition of or collection from or other realization upon any claims of the Collateral, the exercise or liens with respect enforcement by Secured Party of any right or remedy granted to outstanding line charge deposits on the Systems; andit hereunder, any claims for refund action taken or omitted to be taken by Secured Party hereunder, the failure of any deposits Grantor to perform or other money, including customer service deposits;(ii) observe any damage or deficiency resulting fromof the provisions hereof, or connected with, any misrepresentations, breach of warranty, or nonfulfillment of any agreement or covenant on the part of Seller under this Agreement or from any misrepresentation in, or omission from, any certificate or other instrument or document furnished or to be furnished to Buyer hereunder, (iii) any liability, debt, or obligation arising or related to health insurance policies, employee benefit plans, retirement plans, individual retirement accounts, or 401(k) accounts related to, managed by, belonging to, or held for the benefit of, Sellers, their officers, members, shareholders, employees, or any other third parties, and (iv) all actions, suits, proceedings, investigations, demands, assessments, judgments, costs, fines, expenses, appeals, attorneys' fees, and expenses incident matters relating to any of the foregoing. Seller shall promptly pay any such item covered by this indemnity clause or shall, upon demand. (b) No party shall have any liability to another party under this section for damages to the extent that: i. the indemnified Party recovers insurance proceeds covering the damages; or ii. the indemnified Party's tax liability is actually reduced as a result of a tax benefit to which the indemnified Party becomes entitled in respect of the damages. (c) If at any time subsequent to the receipt by an indemnified Party of an indemnity payment hereunder, such indemnified Party, or any affiliate thereof, receives any recovery, settlement or other similar payment with respect to the damages for which it received such indemnity payment including insurance proceeds, or a tax benefit, (the "Recovery"), such indemnified Party shall promptly pay to the indemnifying Party an amount equal to the amount of such Recovery, less any expense incurred by such ELECTRONICALLY FILED - 2021 April 12 4:05 PM - SCPSC - Docket # 2021-130-S - Page 15 of 25 indemnified Party (or its affiliates) in connection with such Recovery, but in no event shall any such payment exceed the amount of such indemnity payment. (d) Seller shall have no liability or obligation under this Section for any Damages resulting from the inaccuracy or breach of any representation or warranty if such inaccuracy or breach is disclosed in writing by Seller prior to Closing. (e) Other than in the case of fraud or willful misconduct, in no event will Seller’s liability hereunder exceed Eighty-five (85%) of the System Purchase Price. (f) Xx. Xxxxxxx shall have no liability as the seller of his personal goodwill under the provisions of this Section 12.

LIABILITIES AND INDEMNIFICATION. (a) Except as otherwise provided herein, and to the extent allowed by law, Xxxxxx Seller agrees that it will pay, satisfy, indemnify and hold harmless Buyer, and each shareholder, director, officer, employee, agent or representative of Buyer (collectively, “"Buyer Indemnified Parties”") from the following at all times after the date of this Agreement: : (i) all liabilities, debts and obligations of Seller, or the Systems of any nature, whether accrued, absolute, contingent or otherwise, existing prior to or at the date of the Closing, or arising out of transactions or commitments entered into, or any state of facts existing, prior to, or at the time of, the Closing, including all fees, charges and expenses of attorneys and engineers, so long as, and to the extent that, such liabilities, debts and obligations relate to the Systems. Without limiting the generality of the foregoing, Seller will satisfy and hold harmless the Buyer Indemnified Parties from any commissions or brokers' fees incurred in connection with this Agreement; any and all fees, charges and expenses of engineers hired by Seller in connection with this Agreement; any claims or liens with respect to outstanding line charge deposits on the Systems; and, any claims for refund of any deposits or other money, including customer service deposits;(ii) any damage or deficiency resulting from, or connected with, any misrepresentations, breach of warranty, or nonfulfillment of any agreement or covenant on the part of Seller under this Agreement or from any misrepresentation in, or omission from, any certificate or other instrument or document furnished or to be furnished to Buyer hereunder, (iii) any liability, debt, or obligation arising or related to health insurance policies, employee benefit plans, ELECTRONICALLY FILED - 2020 September 4 3:12 PM - SCPSC - Docket # 2020-225-WS - Page 14 of 53 retirement plans, individual retirement accounts, or 401(k) accounts related to, managed by, belonging to, or held for the benefit of, Sellers, their officers, members, shareholders, employees, or any other third parties, and (iv) all actions, suits, proceedings, investigations, demands, assessments, judgments, costs, fines, expenses, appeals, attorneys' fees, and expenses incident to any of the foregoing. Seller shall promptly pay any such item covered by this indemnity clause or shall, upon demand. (b) No party shall have any liability to another party under this section for damages to the extent that: i. the indemnified Party recovers insurance proceeds covering the damages; or ii. the indemnified Party's tax liability is actually reduced as a result of a tax benefit to which the indemnified Party becomes entitled in respect of the damages. (c) If at any time subsequent to the receipt by an indemnified Party of an indemnity payment hereunder, such indemnified Party, or any affiliate thereof, receives any recovery, settlement or other similar payment with respect to the damages for which it received such indemnity payment including insurance proceeds, or a tax benefit, (the "Recovery"), such indemnified Party shall promptly pay to the indemnifying Party an amount equal to the amount of such Recovery, less any expense incurred by such ELECTRONICALLY FILED - 2021 April 12 4:05 PM - SCPSC - Docket # 2021-130-S - Page 15 of 25 indemnified Party (or its affiliates) in connection with such Recovery, but in no event shall any such payment exceed the amount of such indemnity payment. (d) Seller shall have no liability or obligation under this Section for any Damages resulting from the inaccuracy or breach of any representation or warranty if such inaccuracy or breach is disclosed in writing by Seller prior to Closing. (e) Other than in the case of fraud or willful misconduct, in no event will Seller’s liability hereunder exceed Eighty-five (85%) of the System Purchase Price. (f) Xx. Xxxxxxx shall have no liability as the seller of his personal goodwill under the provisions of this Section 12.

LIABILITIES AND INDEMNIFICATION. (a) Except The Buyer understands and agrees that, from and after the Closing, neither the Sellers nor any of their respective Affiliates shall have any Liability or responsibility for any Liability of or arising out of or relating to the Company or any of the Subsidiaries, or their operation or ownership of the Company or any of the Subsidiaries (including as otherwise provided hereinto environmental matters), of whatever kind or nature, whether contingent or absolute, whether arising prior to or on or after, and whether determined or indeterminable on, the Closing, and whether or not specifically referred to in this Agreement. Accordingly, the Buyer agrees that, effective upon the Closing, the Buyer shall be responsible for and indemnify the Sellers and their respective Affiliates and hold each of them harmless against any Liability, loss, damage, claim, cost or expense (including, without limitation, reasonable attorneys' fees and disbursements) (collectively, "Losses") incurred or suffered by any of them arising out of any of the Liabilities. (b) After the Closing, the Company and each Subsidiary shall exculpate (to the greatest extent allowed permitted by applicable law) and the Buyer shall indemnify, Xxxxxx agrees that it will pay, satisfy, indemnify defend and hold harmless Buyerthe Sellers (each an "Indemnified Party") against all Losses, and each shareholder, director, officer, employee, agent arising out of actions or representative omissions in their capacities as such occurring at or prior to the Closing to the fullest extent permitted under applicable law or the Company's or any Subsidiary's certificate of Buyer incorporation or bylaws (collectively, “Buyer Indemnified Parties”or substantially equivalent documents) from the following in effect at all times after the date of this Agreement: (i) , including, without limitation, provisions relating to advances of expenses incurred in the defense of any action or suit, provided that the Company shall pay for only one counsel for all liabilitiesIndemnified Parties unless the use of one counsel for such Indemnified Parties would present such counsel with a conflict of interest; subject to such Indemnified Party's agreement to return any advanced funds if a court of competent jurisdiction, debts and obligations of Sellerafter all time for appeals having been exhausted, shall have determined that such Indemnified Party is not entitled to such amounts under applicable law or the Systems Company's certificate of any nature, whether accrued, absolute, contingent incorporation or otherwise, existing prior to bylaws (or at the date of the Closing, or arising out of transactions or commitments entered into, or any state of facts existing, prior to, or at the time of, the Closing, including all fees, charges and expenses of attorneys and engineers, so long as, and to the extent that, such liabilities, debts and obligations relate to the Systems. Without limiting the generality of the foregoing, Seller will satisfy and hold harmless the Buyer Indemnified Parties from any commissions or brokers' fees incurred in connection with this Agreement; any and all fees, charges and expenses of engineers hired by Seller in connection with this Agreement; any claims or liens with respect to outstanding line charge deposits on the Systems; and, any claims for refund of any deposits or other money, including customer service deposits;(ii) any damage or deficiency resulting from, or connected with, any misrepresentations, breach of warranty, or nonfulfillment of any agreement or covenant on the part of Seller under this Agreement or from any misrepresentation in, or omission from, any certificate or other instrument or document furnished or to be furnished to Buyer hereunder, (iii) any liability, debt, or obligation arising or related to health insurance policies, employee benefit plans, retirement plans, individual retirement accounts, or 401(k) accounts related to, managed by, belonging to, or held for the benefit of, Sellers, their officers, members, shareholders, employees, or any other third parties, and (iv) all actions, suits, proceedings, investigations, demands, assessments, judgments, costs, fines, expenses, appeals, attorneys' fees, and expenses incident to any of the foregoing. Seller shall promptly pay any such item covered by this indemnity clause or shall, upon demand. (b) No party shall have any liability to another party under this section for damages to the extent that: i. the indemnified Party recovers insurance proceeds covering the damages; or ii. the indemnified Party's tax liability is actually reduced as a result of a tax benefit to which the indemnified Party becomes entitled in respect of the damagessubstantially equivalent documents). (c) If at (but only if) for any time subsequent reason the indemnity provided for in Sections 9.6(a) or (b) is unavailable to any Indemnified Party or is insufficient to hold each such Indemnified Party harmless from all such Losses, then the receipt by an indemnified Party of an indemnity payment hereunderBuyer, such indemnified Party, or any affiliate thereof, receives any recovery, settlement or other similar payment with respect to the damages for which it received such indemnity payment including insurance proceeds, or a tax benefit, (Company and the "Recovery"), such indemnified Party Subsidiaries shall promptly pay to the indemnifying Party an amount equal each contribute to the amount paid or payable by such Indemnified Party in such proportion as is appropriate to reflect not only the relative benefits received by the Company and the Subsidiaries on the one hand and such Indemnified Party on the other but also the relative fault of such Recovery, less persons as well as any expense incurred by such ELECTRONICALLY FILED - 2021 April 12 4:05 PM - SCPSC - Docket # 2021-130-S - Page 15 of 25 indemnified Party (or its affiliates) in connection with such Recovery, but in no event shall any such payment exceed the amount of such indemnity paymentrelevant equitable considerations. (d) Notwithstanding anything in this Agreement to the contrary, after the Closing Date, no Seller shall have no any liability or obligation under this Section for any Damages resulting from the inaccuracy or breach of any representation or warranty if such inaccuracy or breach is disclosed in writing by Seller prior to Closing. (e) Other than in the case of fraud or willful misconduct, in no event will Seller’s liability hereunder exceed Eighty-five (85%) of the System Purchase Pricerepresentations, warranties or covenants set forth in this Agreement; provided, however that each Seller shall be severally liable for any breach by such Seller of the representations and warranties made by such Seller pursuant to Section 2.1(b) hereof. (f) Xx. Xxxxxxx shall have no liability as the seller of his personal goodwill under the provisions of this Section 12.