Common use of Purchaser Indemnity Clause in Contracts

Purchaser Indemnity. Purchaser shall indemnify, hold harmless and defend Seller, their affiliates and their respective successors, permitted assigns, directors, shareholders, officers, agents and employees from and against all Damages which Seller or any of their affiliates or their respective successors, permitted assigns, directors, shareholders, officers, agents or employees shall receive, suffer or incur, arising out of or resulting from: (a) Any liability of Purchaser or any Assumed Liability; (b) Any actions taken or omitted to be taken by Purchaser from and after the date of Closing with respect to the Bank Employees, and any suits or proceedings commenced in connection therewith; (c) Any actions taken or omitted to be taken by Purchaser from or after the Closing Date and relating to the Purchased Assets, Assumed Liabilities and the Transferred Employees, and any suits or proceedings commenced in connection therewith (other than proceedings to prevent or limit the consummation of the transactions contemplated by this Agreement); (d) The material breach of any representation or warranty made by Purchaser in this Agreement; (e) The material breach of any covenant or other agreement made by Purchaser in this Agreement; or (f) Any claims arising under any of the Purchased Assets or Assumed Liabilities made by creditors of Seller under any applicable bulk sales laws.

Purchaser Indemnity. Purchaser shall indemnify, hold harmless and defend Seller, their affiliates and their respective successors, permitted assigns, directors, shareholders, officers, agents and employees from and against all Damages which Seller or any of their affiliates or their respective successors, permitted assigns, directors, shareholders, officers, agents or employees shall receive, suffer or incur, arising out of or resulting from: (a) Any liability of Purchaser or any Assumed Liability; (b) Any actions taken or omitted to be taken by Purchaser from and after the date of Closing hereof with respect to the Bank Employees, and any suits or proceedings commenced in connection therewith; (c) Any actions taken or omitted to be taken by Purchaser from or after the Closing Date and relating to the Purchased Assets, Assumed Liabilities and the Transferred Employees, and any suits or proceedings commenced in connection therewith (other than proceedings to prevent or limit the consummation of the transactions contemplated by this Agreement); (d) The material breach of any representation or warranty made by Purchaser in this Agreement; (e) The material breach of any covenant or other agreement made by Purchaser in this Agreement; or (f) Any claims arising under any of the Purchased Assets or Assumed Liabilities made by creditors of Seller under any applicable bulk sales laws.

Purchaser Indemnity. Purchaser shall indemnify, hold harmless and defend Seller, their affiliates its Affiliates and their respective successors, permitted assigns, directors, shareholders, officers, agents and employees from and against all Damages which Seller or any of their affiliates its Affiliates or their respective successors, permitted assigns, directors, shareholders, officers, agents or employees shall receive, suffer or incur, arising out of or resulting from: (a) Any liability of Purchaser or any Assumed Liability; (b) Any actions taken or omitted to be taken by Purchaser from and after the date of Closing hereof with respect to the Bank Employees, and any suits or proceedings commenced in connection therewith; (c) Any actions taken or omitted to be taken by Purchaser from or after the Closing Date and relating to the Business, the Purchased Assets, the Assumed Liabilities and the Transferred Employees, and any suits or proceedings commenced in connection therewith (other than proceedings to prevent or limit the consummation of the transactions contemplated by this Agreement); (d) The material breach of any representation or warranty made by Purchaser in this Agreement; (e) The material breach of any covenant or other agreement made by Purchaser in this Agreement; orand (f) Any claims arising under any of the Purchased Assets or Assumed Liabilities made by creditors of Seller under any applicable bulk sales laws.

Purchaser Indemnity. Purchaser shall indemnify, hold harmless and defend Seller, their affiliates its Affiliates and their respective successors, permitted assigns, directors, shareholders, officers, agents and employees from and against all Damages which Seller or any of their affiliates its Affiliates or their respective successors, permitted assigns, directors, shareholders, officers, agents or employees shall receive, suffer or incur, arising out of or resulting from: (a) Any liability of Purchaser or any Assumed Liability; (b) Any actions taken or omitted to be taken by Purchaser from and after the date of Closing hereof with respect to the Bank Employees, and any suits or proceedings commenced in connection therewith; (c) Any actions taken or omitted to be taken by Purchaser from or after the Closing Date and relating to the Purchased Assets, Assumed Liabilities Assets and the Transferred EmployeesAssumed Liabilities, and any suits or proceedings commenced in connection therewith (other than proceedings to prevent or limit the consummation of the transactions contemplated by this Agreement); (d) The material breach of any representation or warranty made by Purchaser in this Agreement;; or (e) The material breach of any covenant or other agreement made by Purchaser in this Agreement; or (f) Any claims arising under any of the Purchased Assets or Assumed Liabilities made by creditors of Seller under any applicable bulk sales laws.