Seller's Indemnification of Purchaser. Subject to limitations in this ARTICLE IX, from and after the Closing, Seller shall indemnify, hold harmless and defend Purchaser and its directors, officers, employees, representatives, agents, controlling persons and its and their respective successors and assigns (together with Purchaser, the “Purchaser Indemnified Parties”) from and against any costs, expenses, liabilities, losses or damages, including reasonable attorneys’ fees, court costs and expenses (including reasonable attorneys’ fees and costs incurred in enforcing its rights under this ARTICLE IX and further INCLUDING WITHOUT LIMITATION FROM AND AGAINST ANY STRICT LIABILITIES OF THE PURCHASER INDEMNIFIED PARTIES), but excluding lost profits and diminution of value (collectively, a “Loss”), incurred by the Purchaser Indemnified Parties to the extent arising out of or related to (a) any breach by Seller of any representation, warranty, covenant or agreement contained herein; (b) actions or omissions of the Seller Indemnified Parties (as defined in Section 9.2) hereof occurring prior to the Effective Time in conducting the transactions and operations at the Branch Offices; (c) any claim arising after the Effective Time with respect to Excluded Liabilities and the Excluded Assets; (d) any claim arising after the Effective Time that relates to actions or events taken by or related to Seller or its Affiliates occurring prior to the Effective Time with respect to the Transferred Assets or the Assumed Liabilities; (e) any Employee Pension Benefit Plan or Employee Welfare Benefit Plan maintained by, contributed to, or obligated to contribute to, at any time, by Seller or any Affiliate, including any liability (i) to the PBGC under Title IV of ERISA; or (ii) with respect to non-compliance with the notice and benefit continuation requirements of the Consolidated Omnibus Budget Reconciliation Act (COBRA); (iii) with respect to any non-compliance with ERISA or any other applicable laws; or (iv) with respect to any suit, proceeding or claim which is brought against the Purchaser involving any of the above; (f) the employment or termination of employment, including a constructive termination, by Seller of any individual (including, but not limited to, any employee of Seller or any Seller Affiliate); (g) WARN or any other statutory or common law or civil law notice, severance pay, termination pay in lieu thereof or damages arising as a result of the termination or dismissal (including constructive termination...
Seller's Indemnification of Purchaser. Seller shall indemnify, hold harmless and defend Purchaser from and against any breach by Seller of any representation or warranty contained herein and all claims, losses, liabilities, demands and obligations, including reasonable attorneys' fees actually incurred and expenses, arising out of any actions, suits or proceedings commenced prior to the Effective Date (other than proceedings to prevent or limit the consummation of this transaction) relating to operations at the Branch; and, except as otherwise provided in this Agreement, Seller shall further indemnify, hold harmless and defend Purchaser from and against all claims, losses, liabilities, demands and obligations, including reasonable attorneys' fees actually incurred 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) incurred by Seller prior to the Effective Date and which are claimed or demanded on or after the Effective Date, or which arise out of any actions, suits or proceedings commenced on or after the Effective Date and which relate to operations at the Branch prior to the Effective Date.
Seller's Indemnification of Purchaser. Subject to limitations in this ARTICLE III, Seller shall indemnify, hold harmless and defend Purchaser from and against any costs, expenses, liabilities, losses or damages, including without limitation reasonable attorneys’ fees and expenses (a “Loss”), incurred by Purchaser caused by any breach by Seller of any representation or warranty contained herein, and any Loss arising out of any claims, actions, suits or proceedings commenced prior to the Effective Time or arising out of events occurring prior to the Effective Time and relating to operations at the Banking Centers, except to the extent of liabilities assumed or payable hereunder by Purchaser. Claims for indemnity must be made within the time frame set forth in Section 3.3(a).
Seller's Indemnification of Purchaser. In addition to Seller's repurchase obligations described in Section 7.1(F), but subject to the duration of its representations and warranties provided in Section 7.1 (F), Seller shall indemnify, defend and hold Purchaser, its employees, officers, directors and agents harmless from Adverse Consequences arising out of:
(A) The extension of credit to the Dealers and other Obligors made on or prior to the close of business on the Initial Closing Date other than in compliance with Requirements of Law (whether known or unknown, contingent or matured), as appropriate;
(B) The maintenance of micrographic records by Seller and the cooperation of Seller with Purchaser for delivering documents for which no written or electronic image copies have been delivered to Purchaser;
(C) Any material breach of any representations, warranties or covenants of Seller contained herein or in any document or instrument delivered by Seller; and
(D) Seller's intentional misconduct or negligence relating to the performance of Seller's obligations hereunder.
Seller's Indemnification of Purchaser. Seller hereby agrees to indemnify, defend, and hold Purchaser 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 Purchaser as a result thereof) by reason of or resulting from (a) all third-party claims relating to the Property that arise, take place, occur or accrue prior to the Closing Date, including, without limitation, under the Leases; and (b) any of the lawsuits, claims or other matters set forth on Schedule 5 hereto. The indemnification set forth in Section 6.15 and in this Section 18.1 shall be limited (except as specifically set forth in Section 6.15) to an aggregate amount not to exceed Two Million Five Hundred Thousand and no/100's Dollars ($2,500,000.00) with respect to Purchaser's right to or collection of any funds from Seller under this Agreement or in any other documents made in connection with the transfer of the Property and shall be deemed waived unless Purchaser has given Seller written notice of such claim prior to the date which is one (1) year after the Closing Date. For the period of this indemnity Seller agrees to place in escrow the Two Million Five Hundred Thousand Dollars and no/100s ($2,500,000.00). The agreement governing the rights of the parties under such escrow shall be in a form reasonably acceptable to Purchaser and Seller. The provisions of this Section 18.1 shall survive Closing or any termination of this Agreement.
Seller's Indemnification of Purchaser. Seller shall indemnify, -------------------------------------- hold harmless and defend Purchaser from and against any breach by Seller of any representation or warranty contained herein and all claims, losses, liabilities, demands and obligations, including reasonable attorneys' fees and expenses, arising out of any actions, suits or proceedings commenced prior to the Effective Time (other than proceedings to prevent or limit the consummation of the transactions contemplated hereby) relating to operations at the Banking Centers; and, except as otherwise provided in this Agreement, Seller shall further indemnify, hold harmless and defend Purchaser from and against all claims, losses, liabilities, demands and obligations, including reasonable attorneys' fees and expenses, and all 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) incurred by Seller prior to the Effective Time and which are claimed or demanded on or after the Effective Time, or that arise out of any actions, suits or proceedings commenced on or after the Effective Time and that relate to operations at the Banking Centers prior to the Effective Time.
Seller's Indemnification of Purchaser. Seller agrees to indemnify and hold Purchaser, his counsel, and his agents harmless ("the Indemnitees") against and in respect of any and all losses, liabilities, damages, and expenses whatsoever, including legal fees, incurred in investigating, preparing, or defending against any litigation (whether or not involving a third party), commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation, as and when incurred, (i) arising out of, based upon, or in connection with any breach of any representation, warranty, covenant, or agreement of Seller contained in this Agreement or of Cartoon contained in the Common Stock Purchase Agreement; or (ii) arising out of, based upon, or in connection with any and all claims relating to the business, properties, assets, and/or operations of the Cartoon which arose prior to the Closing.
Seller's Indemnification of Purchaser. Subject to any limitations in this Section 2.1 through Section 2.4, Seller shall indemnify, hold harmless, and defend the Purchaser and each of Purchaser’s, and its affiliates’, directors, officers, employees, subsidiaries, affiliates, successors or assigns (together, the “Purchaser Indemnified Parties”) from and against any costs or expenses (including reasonable attorneys' fees and expenses), judgments, fines, claims, losses, damages and assessments (each, a “Loss”, collectively, "Losses") a Purchaser Indemnified Party incurs as a result of (a) any breach by Seller of any of its covenants or agreements contained herein occurring prior to the Effective Time or any of its covenants surviving the Closing, (b) any breach by Seller of any of its representations and warranties contained herein, or in any other certificate, document, writing or instrument delivered by Seller pursuant to this Agreement, (c) any Excluded Liabilities, and (d) Seller's operation of the Branch prior to the Closing.
Seller's Indemnification of Purchaser. Seller shall indemnify, defend and hold harmless Purchaser from and against any breach by Seller of any representation, warranty or obligation contained herein and in the Exhibits hereto and all claims, losses, liabilities, demands and obligations, including reasonable attorneys' fees and expenses, arising out of any actions, suits or proceedings commenced or which arise from or relate to matters occurring prior to the Effective Time (other than proceedings, actions, suits or protests seeking to prevent or limit the consummation of the transactions contemplated hereunder) relating to the ownership of, or operations at the Branch Office; and, except as otherwise provided in this Agreement, Seller shall further indemnify, hold harmless and defend Purchaser from and against 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) incurred by Seller prior to the Effective Time and which are claimed or demanded on or after the Effective Time and which are not expressly assumed by Purchaser hereunder, or which arise out of any actions, suits or proceedings commenced on or after the Effective Time and which relate to the ownership of, or operations at the Branch Office prior to the Effective Time and which are not expressly assumed by Purchaser hereunder.
Seller's Indemnification of Purchaser. Subject to any limitations in this Section 5.1 and Section 5.4, Seller and its respective successors and assigns (it being understood and agreed that, in the event of a liquidation or dissolution of Parent, no Person shall be deemed to be a successor or assign of Seller or Parent solely as a result of such Person's status as a stockholder of Parent immediately prior to such liquidation or dissolution) shall indemnify, hold harmless, and defend Purchaser and its representatives, controlling persons and Affiliates from and against any Losses arising out of or relating to (a) any breach by Seller of any of its covenants or agreements contained herein occurring prior to the Effective Time, (b) any breach by Seller of any of its representations and warranties contained herein, (c) transactions or operations of the Branch Banking Operations on or before the Effective Time, (d) any Excluded Liabilities or (e) any breach of any of Seller's representations, warranties, covenants and agreements contained in the Transition and Services Agreement. Purchaser shall only be entitled to indemnity pursuant to this Section 5.1 for any alleged or actual breach of the representations and warranties contained in Section 6.6 or 6.16 to the extent that such breach has not been taken into account pursuant to Section 2.4 or 2.5.
