Purchaser’s Indemnification. Purchaser agrees to indemnify, hold harmless, reimburse and defend the Company and each of the Company's officers, directors, agents, affiliates, control persons and principal shareholders, at all times against any claim, cost, expense, liability, obligation, loss or damage (including reasonable legal fees) of any nature, incurred by or imposed upon the Company which results, arises out of or is based upon: (i) any misrepresentation by Purchaser or breach of any warranty by Purchaser in this Agreement or in any exhibits or schedules attached hereto or any Related Agreement; or (ii) any breach or default in performance by Purchaser of any covenant or undertaking to be performed by Purchaser hereunder, or any other agreement entered into by the Company and Purchaser relating hereto.
Purchaser’s Indemnification. Each Purchaser agrees to indemnify, hold harmless, reimburse and defend the Company and each of the Company’s officers, directors, agents, affiliates, control persons and principal shareholders, at all times against any claim, cost, expense, liability, obligation, loss or damage (including reasonable legal fees) of any nature, incurred by or imposed upon the Company which results, arises out of or is based upon: (i) any misrepresentation by the Purchasers or breach of any warranty by the Purchasers in this Agreement, any other Related Agreement or in any exhibits or schedules attached hereto or thereto; or (ii) any breach or default in performance by the Purchasers of any covenant or undertaking to be performed by the Purchasers hereunder, under any other Related Agreement or any other agreement entered into by the Company and/or any of its Subsidiaries and Purchasers relating hereto or thereto.
Purchaser’s Indemnification. Purchaser shall indemnify, defend, and hold harmless Seller and its successors or assigns and their respective officers, employees, consultants, agents and representatives (collectively, "Seller Protected Parties") from any Loss that results from or arises out of (i) the breach of any of Purchaser's representations or warranties in this Agreement or any certificate delivered in connection herewith; (ii) the breach of any of Purchaser's covenants or agreements in this Agreement or any certificate delivered in connection herewith; (iii) the Assumed Liabilities; (iv) the compliance by Seller with Purchaser's instructions to Seller in connection with the provision by Seller of the services under Article III, or as may otherwise arise in connection with Seller's performance of its obligations under Section 3.5, except as may result from or arise out of the gross negligence or willful misconduct of Seller; (v) the gross negligence or willful misconduct of Purchaser in undertaking its obligations under Section 5.4; (iv) any liability of Purchaser with respect to the Transferred Employees arising on or after the Closing Date; (v) all liabilities of Purchaser for Taxes attributable to the Transferred Assets or Merchant Acquiring Business and accrued in any period after the Closing Date; (vii) all other liabilities and obligations or Purchaser relating to the Transferred Assets and Transferred Employees relating to events occurring after the Closing Date; (viii) the failure of Purchaser to pay the amounts contemplated by Section 3.6; or (ix) the gross negligence or willful misconduct of Purchaser to the extent Seller incurs a Loss as a result from or arising out of such gross negligence or willful misconduct by Purchaser in connection with any of Seller's agreements relating to the Merchant Acquiring Business with the third party service providers identified on Schedule 3.6(a). In the event that indemnification is sought hereunder by any member of Seller Protected Party, Seller shall act on behalf of and Purchaser shall be entitled to rely upon the acts and representations of Seller as representing the acts and representations of such member.
Purchaser’s Indemnification. Purchaser agrees to indemnify, defend and hold harmless the Supplier, its affiliates, employees, directors, agents, representatives, successors and assigns from and against any losses, liabilities, costs, damages, claims, fines, penalties and expenses including, without limitations, costs of defense or settlement and reasonable attorney’s, consultant’s, and expert’s fees that arise out of or result from any breach of representation or warranty by Purchaser to perform its obligations under this Agreement.
Purchaser’s Indemnification. Purchaser will defend, indemnify and hold Seller harmless against and in respect of any and all liability, damage, loss, cost, and expenses arising out of or otherwise in respect of: (a) any misrepresentation or breach of warranty contained in this Agreement; (b) the ownership and/or operation of the Facility on and after the Closing Date; (c) any and all actions, suits, proceedings, audits, judgments, costs, and legal and other expenses incident to any of the foregoing or to the enforcement of this Section 11.2.
Purchaser’s Indemnification. Purchaser agrees to indemnify, hold harmless, reimburse and defend the Company and each of the Company's officers, directors, agents, affiliates, control persons and principal shareholders, at all times against any claim, cost, expense, liability, obligation, loss or damage (including reasonable legal fees) of any nature, incurred by or imposed upon the Company which results, arises out of or is based upon (a) any misrepresentation by Purchaser in this Agreement or in any exhibits or schedules attached hereto or any Related Agreement; or (b) any breach or default in performance by Purchaser of any covenant or undertaking to be performed by Purchaser hereunder, or any other agreement entered into by the Company and Purchaser relating hereto.
Purchaser’s Indemnification. From and after the Closing Date, the Purchaser, Newco and the Surviving Corporation shall indemnify and hold harmless the Seller and each of its respective legal representatives, successors and assigns from and against all Indemnifiable Losses imposed upon, incurred by or asserted against, the Seller resulting from, related to, or arising out of: (i) any misrepresentation, breach of any warranty or non-fulfillment of any covenant to be performed by the Purchaser or Newco under this Agreement or any document, instrument, certificate or other item furnished or to be furnished to the Seller pursuant hereto or thereto or in connection with the transactions contemplated by this Agreement; (ii) any Debt for which an adjustment to the Base Purchase Price has been made under Section 2.8(b) and any Adjusted Current Liabilities; (iii) any untrue statement of any material fact contained in any registration statement, prospectus, document or other item, or any amendment or supplement thereof, prepared, filed, distributed or executed in connection with any Purchaser Financing Transaction, or any omission to state in any such registration statement, prospectus, document, item, amendment or supplement a material fact required to be stated therein or necessary to make the statements therein not misleading, that is based upon any misrepresentation or breach of any warranty made by the Purchaser or Newco pursuant to this Agreement or upon any untrue statement or omission contained in any information furnished or caused to be furnished by the Purchaser or Newco; and (iv) any Legal Proceeding or Order arising out of any of the foregoing even though such Legal Proceeding or Order may not be filed, become final, or come to light until after the Closing Date.
Purchaser’s Indemnification. The Purchaser agrees to indemnify, hold harmless, reimburse and defend the Company and each of the Company’s officers, directors, agents, affiliates, control persons and principal shareholders, at all times against any claim, cost, expense, liability, obligation, loss or damage (including reasonable legal fees incurred in the defense thereof) of any nature, incurred by or imposed upon the Company which results, arises out of or is based upon any breach of the representations of the Purchaser contained in Section 3 of this Agreement.
Purchaser’s Indemnification. Purchaser hereby agrees to indemnify, defend, and hold Seller and its assigns, directors, members, managers, partners, officers, and authorized representatives harmless from and against any and all claims, liabilities, obligations, costs, taxes, fees, wages, financial obligations, and expenses of every kind, including reasonable attorney fees, whether known or unknown, arising out of or related to:
(a) Purchaser’s breach of the representations, warranties, covenants or other obligations of Purchaser made in this Agreement or any other agreement or document relating to this transaction;
(b) Any liabilities or obligations of Purchaser, including the Assumed Liabilities, in connection with the use, ownership, condition, maintenance, or operation of the Business or the Assets by Purchaser after the Closing Date.
Purchaser’s Indemnification. Purchaser agrees to indemnify, hold harmless, reimburse and defend the Company and each of the Company's officers, directors, agents, affiliates, control persons and principal shareholders, at all times against any claim, cost, expense, liability, obligation, loss or damage (including reasonable legal fees) of any nature, incurred by or imposed upon the Company which results, arises out of or is based upon: (i) any misrepresentation by Purchaser or any of its Subsidiaries or breach of any warranty by Purchaser or any of its Subsidiaries in this Agreement or in any exhibits or schedules attached hereto or any Related Agreement; or (ii) any breach or default in performance by Purchaser or any of its Subsidiaries of any covenant or undertaking to be performed by Purchaser or any of its Subsidiaries hereunder, under any Related Agreement or any other agreement entered into by the Company and Purchaser and/or any of its Subsidiaries relating hereto.
