Seller to Indemnify Clause Samples
The 'Seller to Indemnify' clause requires the seller to compensate the buyer for losses, damages, or liabilities that arise from specific actions or breaches related to the sale. Typically, this means if the buyer faces legal claims, costs, or damages due to the seller's misrepresentations, violations of law, or failure to fulfill contractual obligations, the seller must cover those expenses. This clause serves to protect the buyer from financial harm caused by the seller's conduct, ensuring that the risk of certain losses is allocated to the seller.
Seller to Indemnify. Seller agrees to indemnify, hold harmless and defend Purchaser, and Purchaser's directors, officers, subsidiaries, successors and assigns, and "Affiliates", as such term is defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (collectively, the "Purchaser's Indemnified Parties"), from and against any and all claims, losses, liabilities, costs and expenses, including legal fees and expenses, damages, expenditures, proceedings, judgments, awards, demands and obligations to third parties ("Losses") of any kind whatsoever which may at any time be incurred by, imposed upon, or asserted or awarded against Purchaser's Indemnified Parties that:
(a) arise out of or result from the breach or inaccuracy of any representation or warranty made by Seller in this Agreement (which shall include the Exhibits and Schedules attached hereto) or any certificate delivered to Purchaser hereunder,
(b) arise out of or result from any breach or failure to comply with any covenant made by Seller in this Agreement,
(c) arise out of or result from or based upon any Excluded Asset and any asset other than the Assets or any Excluded Liability,
(d) are a claim, liability, obligation or penalty related to the Deposits transferred pursuant to this Agreement arising out of or relating to Seller's preparation or submission (or failure to prepare or submit) of the information, returns or reports required by applicable laws with respect to periods prior to the Closing Date,
(e) are a claim, liability, obligation, Tax, contract or commitment arising out of or relating to any of the Assets, the Branch Offices, or Seller or its business or operations, except to the extent specifically assumed by Purchaser hereunder,
(f) are a claim or liability asserted by any former employee of Seller relating to any condition which existed in the Branch Offices during the time that Seller operated such Branch Offices and Seller employed such employee, or
(g) are a claim or liability arising out of Seller's failure to properly record accrued interest on the Deposits prior to the Closing Date.
Seller to Indemnify. (a) In accordance with and subject to the provisions of this Section 12.2, Seller shall indemnify and hold harmless Buyer, 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 Buyer, by reason of, or arising out of:
(i) any misrepresentation or breach of any covenant or warranty of the Seller hereunder or pursuant to any agreement, certificate or document delivered by Seller pursuant hereto;
(ii) any liabilities of Seller, including any tax obligations prior to closing date arising or incurred prior to the Closing Date except the Liabilities expressly assumed by the Buyer pursuant to this Agreement; and
(iii) any item scheduled as an exception to any representation or warranty. At the option of Purchaser, all payments due to Seller, if any, and the assumption of Liabilities shall be subject to set-off in the amount of any indemnification to which Purchaser is entitled under this Section 12.2.