Common use of Purchaser to Indemnify Clause in Contracts

Purchaser to Indemnify. (a) In accordance with and subject to the provisions of this Section 12.1, Purchaser shall indemnify and hold harmless Seller, its officers, and directors from and against and in respect of any and all claims, demands, losses, costs, expenses, liabilities, damages, including interest, penalties, and reasonable attorney fees and amounts paid in settlement, (collectively, "Indemnified Losses") suffered or incurred by Seller, by reason of, or arising out of: (i) any material breach of a representation or warranty contained in this Agreement or other transaction documents to which Purchaser is a party, or any failure by Purchaser to perform in connection therewith, or the breach of any covenant or agreement in this Agreement or other transaction documents, to which Purchaser is a party, or any failure by Purchaser to perform in connection therewith; and (ii) the failure of Purchaser to pay, satisfy, discharge, perform and fulfill any of the Obligations expressly assumed by the Purchaser pursuant to this Agreement. (b) Purchaser shall have no liability to Seller under this Agreement except to the extent of the consideration set forth in Section 3, provided that Seller shall be entitled to pursue any equitable remedy provided in this Agreement or by law. (c) The indemnities given in Section 12(a) and the right of Seller to submit Claims shall expire six (6) months from the date full consideration has been paid by Purchaser under this Agreement. (d) Seller shall give written notice (the "Claim Notice") of any Claim for indemnification under this section to Purchaser as promptly as practicable, but in any event: (i) if such Claim relates to the assertion against Seller of any claim by a third party (a "Third Party Claim"), within 30 days after the assertion of such Third Party Claim, or (ii) if such Claim is not in respect of a Third Party Claim, within 30 days after the discovery of facts upon which Seller intends to base a Claim for indemnification pursuant to this section; provided, however, that the failure or delay to so notify Purchaser shall not relieve Purchaser of any obligation or liability that Purchaser may have to Seller except to the extent that Purchaser demonstrates that Purchaser's ability to defend or resolve such Claim is adversely affected thereby. Any such Claim Notice shall describe the facts and circumstances on which the asserted Claim for indemnification is based. Subject to the rights of or duties to any insurer or other third party having potential liability therefor, the Purchaser shall have the right, upon written notice given to Seller within 30 days after receipt of the notice from Seller of any Third Party Claim, to assume the defense or handling of such Third Party Claim, at Purchaser's expense, in which case the following provisions shall govern. (e) Purchaser shall select counsel reasonably acceptable to Seller in connection with conducting the defense or handling of such Third Party Claim, and the Purchaser shall keep Seller timely apprised of the status of such Third Party Claim. Purchaser shall not, without the prior written consent of Seller, agree to a settlement of any Third Party Claim, unless (A) the settlement provides an acceptable release and discharge of Seller and Seller is reasonably satisfied with such discharge and release and (B) the Seller shall not have reasonably objected to any such settlement on the ground that the circumstances surrounding the settlement could result in an adverse impact on the business, operations, assets, liabilities (absolute, accrued, contingent or otherwise), condition (financial or otherwise) or prospects of Seller. Seller shall cooperate with Purchaser and shall be entitled to participate in the defense or handling of such Third Party Claim with its own counsel and at its own expense.