Purchaser's Indemnification of Seller. Purchasers agree, jointly and severally, to indemnify and hold harmless Seller and each officer, director, agent, employee or Affiliate of Seller (each, a “Purchaser Indemnified Party”) from and against any and all Liability suffered or incurred by Seller or any such other Person arising out of or resulting from (a) a breach of any of Purchasers’ representations and warranties or covenants contained in the Agreement, the Sale Supplement or any other Related Agreement or (b) acts or omissions of a Purchaser or any subservicer, contractor or agent (other than Seller or any of Seller’s Affiliates) engaged by Purchasers, in each case after the related Servicing Transfer Date, relating to the Transferred Assets.
Purchaser's Indemnification of Seller. Purchaser shall indemnify, hold harmless and defend Seller from and against any breach by Purchaser of any representation or warranty contained herein and all claims, losses, liabilities, demands and obligations, including reasonable attorneys' fees and expenses, real estate taxes, intangibles and franchise taxes, sales and use taxes, social security and unemployment taxes, all accounts payable and operating expenses (including salaries, rents and utility charges), which Seller may receive, suffer or incur in connection with operations and transactions occurring after the Effective Time and which involve the Banking Facilities, the Transferred Assets or the liabilities assumed pursuant to this Agreement.
Purchaser's Indemnification of Seller. Subject to limitations in this ARTICLE III, Purchaser shall indemnify, hold harmless and defend Seller from and against any Loss incurred by Seller caused by any breach by Purchaser of any representation or warranty contained herein and any Loss arising out of any claims, actions, suits or proceedings arising out of events occurring following the Effective Time relating to operations at the Banking Centers. Claims for indemnity must be made within the time frame set forth in Section 3.3(a).
Purchaser's Indemnification of Seller. In the event that the Purchaser breaches any of its representations, warranties or covenants contained in this Agreement or in any certificate delivered by the Purchaser pursuant hereto and provided that, as to any claim for breach of representations or warranties, the Seller makes a written claim for indemnification against the Purchaser within the applicable survival period, if applicable, then the Purchaser agrees to indemnify the Seller and its Affiliates from and against all Damages the Seller and its Affiliates suffer resulting from or arising out of such event; provided, however, that the Seller shall not have any obligation to indemnify the Purchaser from and against any Damages resulting from the breach of any representation or warranty of the Purchaser (as opposed to any covenant of the Purchaser) contained in Article IV of this Agreement until the Seller has suffered aggregate Damages, by reason of all such breaches in excess of $25,000; provided further that (i) and Purchaser shall have no obligation to indemnify the Seller for the initial $25,000 in Damages, and (ii) no claim may be made by Seller under this Section unless such claim exceeds $10,000 in value. In any event, the maximum amount that Purchaser shall be required to pay as to all claims made under this Section shall be the maximum indemnification amount set forth in Section 10.2(a) for Seller's indemnification of Purchaser. For the purposes of this Section 10.5, the representations and warranties of Purchaser hereunder shall survive for a period of two (2) years after the Closing Date.
Purchaser's Indemnification of Seller. Purchaser hereby agrees to indemnify, defend, and hold Seller harmless from and against all costs, expenses, liabilities, demands, claims, and damages (and any loss of expenses, including, without limitation, interest, penalties and reasonable attorneys' fees and disbursements, asserted against, resulting to, imposed upon, or incurred by Seller as a result thereof) by reason of or resulting from all third-party claims relating to the Property that arise, take place, occur or accrue after the Closing Date, including, without limitation, under the Leases. The indemnity set forth in this Section 18.2 shall be limited to an aggregate amount not to exceed Two Million Five Hundred Thousand and no/100's Dollars ($2,500,000.00) and shall be deemed waived unless Seller has given Purchaser written notice of such claim prior to the date which is one (1) year after the Closing Date. The provisions of this Section 18.2 shall survive Closing or any termination of this Agreement.
Purchaser's Indemnification of Seller. Purchaser hereby agrees that, notwithstanding the Closing and the delivery of instruments of conveyance, Purchaser will indemnify, defend, save and hold Seller and its stockholders, directors, employees, agents and affiliates (collectively "Indemnified Persons of Purchaser") harmless from and against any and all liabilities, losses, damages, claims, deficiencies, costs and expenses (including, without limitation, reasonable attorney fees and other costs and expenses incident to any suit, action or proceeding) arising out of or resulting from and will pay to Seller the amount of damages suffered thereby together with any amount which it may pay or become obligated to pay (collectively, "Seller's Damages") on account of:
(a) the breach or inaccuracy of any warranty or representation by Purchaser herein or any misstatement of a fact or facts herein made by Purchaser;
(b) the failure by Purchaser to state or disclose a material fact herein necessary in order to make the facts herein stated or disclosed not misleading;
(c) any failure of Purchaser to perform or observe any term, provision, covenant or condition hereunder on the part of it to be performed or observed; or
(d) any act performed, transaction entered into, or state of facts suffered to exist by Purchaser in violation of the terms of this Agreement. In the event of any claim by an Indemnified Person of Purchaser under this Article XII, such Person shall be entitled to exercise all remedies provided by law and/or equity with respect thereto.
Purchaser's Indemnification of Seller. Notwithstanding any provision of Section 2.3 hereof and subject to the duration of its representations and warranties and the maximum indemnity provided in Section 9.4, Purchaser agrees to indemnify, defend and hold harmless Seller, its officers, directors, employees and agents from any Adverse Consequences, by reason of or resulting from or arising out of any material breach of any representation, warranty or covenant of Purchaser contained herein or in any document or instrument delivered by Purchaser hereunder or due to the ongoing administration of the Portfolio by Purchaser subsequent to the close of business on the Initial Closing Date other than in compliance with the Requirements of Law with respect to its Receivables (whether known or unknown, contingent or mature).
Purchaser's Indemnification of Seller. Subject to the limitations set forth in this Article III, Purchaser shall indemnify, hold harmless and defend Seller and its affiliates from and against any Loss incurred by Seller caused by: (a) any breach by Purchaser of any representation or warranty contained herein; and (b) any Loss arising out of any claims, actions, suits or proceedings arising out of events occurring following the Effective Time relating to operations at the Banking Centers or administration of any of the Deposit Liabilities by Purchaser. Claims for indemnity must be made within the time frame set forth in Section 3.3(a).
Purchaser's Indemnification of Seller. The Purchaser, its successors and assigns, will indemnify and hold harmless the Seller and its shareholders (in the case of Seller's voluntary dissolution or liquidation), from and against any and all damage or deficiencies resulting from any misrepresentation, breach of warranty, non-fulfillment of any covenant on the part of Purchaser under this Agreement or from any misrepresentation in or omission from any certificate or other instrument furnished or to be furnished to the Seller hereunder.
Purchaser's Indemnification of Seller. Purchaser shall indemnify, hold harmless, and defend Seller and its affiliates, and the officers, directors, employees, successors and assigns of any of them (together, the "Seller Indemnified Parties") from and against any Losses that a Seller Indemnified Party incurs as a result of (a) any breach by Purchaser of any of its covenants or agreements contained herein occurring prior to the Closing Date or any of its covenants surviving the Closing Date, (b) any breach by Purchaser of any of its representations and warranties contained herein or in any certificate, document, writing or instrument delivered by Purchaser pursuant to this Agreement, (c) any Assumed Liability; and (d) Purchaser's operation of the Branches occurring from and after the Closing Date.
