Common use of Seller's Indemnification of Purchaser Clause in Contracts

Seller's Indemnification of Purchaser. Seller shall indemnify, hold harmless and defend Purchaser and its affiliates from and against (i) any breach by Seller of any agreement, covenant, representation or warranty contained herein and (ii) all damages, claims, losses, liabilities, demands, obligations, expenses, 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 this transaction) relating to Seller’s operations at the Branches; and, except as otherwise provided in this Agreement, Seller shall further indemnify, hold harmless and defend Purchaser and its affiliates from and against all damages, claims, losses, liabilities, demands, obligations, expenses, 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, or which arise out of any actions, suits or proceedings commenced on or after the Effective Time, in connection with operations or transactions occurring prior to the Effective Time and which involve the Branches, the Transferred Assets, the Deposit Liabilities and any other liabilities retained by Seller pursuant to this Agreement.

Seller's Indemnification of Purchaser. Seller Subject to any limitations in this Section 4.1, Section 4.4, or otherwise contained in this Agreement, Sellers shall indemnify, hold harmless harmless, and defend Purchaser and its affiliates from and against (i) any breach by Seller Sellers of any agreement, covenant, representation or warranty contained herein herein, and (ii) all damages, claims, losses, liabilities, demands, and obligations, expenses, including reasonable attorneys’ fees and expenses, arising out of any actions, suits suits, or proceedings commenced prior to the Effective Time (other than proceedings to prevent or limit the consummation of this transaction) relating to Seller’s Sellers’ operations at the Branches; and, except Bank Branch. Except as otherwise provided in this Agreement, Seller Sellers shall further indemnify, hold harmless harmless, and defend Purchaser and its affiliates from and against all damages, claims, losses, liabilities, demands, and obligations, expenses, 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 payable, and operating expenses (including salaries, rents rents, and utility charges) incurred by Seller Sellers prior to the Effective Time and which are claimed or demanded on or after the Effective Time, or which arise out of any actions, suits suits, or proceedings commenced on or after the Effective Time, in connection with Time and which relate to Sellers’ operations or transactions occurring at the Bank Branch prior to the Effective Time and which involve the Branches, the Transferred Assets, the Deposit Liabilities and any other liabilities retained by Seller pursuant to this AgreementTime.

Seller's Indemnification of Purchaser. Seller shall indemnify, hold harmless and defend Purchaser and its affiliates from and against (i) any breach by Seller of any agreement, covenant, representation or warranty contained herein and (ii) all damages, claims, losses, liabilities, demands, demands and obligations, expenses, 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 this transaction) relating to Seller’s 's operations at the BranchesBanking Facilities; and, except as otherwise provided in this Agreement, Seller shall further indemnify, hold harmless and defend Purchaser and its affiliates from and against all damages, claims, losses, liabilities, demands, demands and obligations, expenses, 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, or which arise out of any actions, suits or proceedings commenced on or after the Effective Time, in connection with effective time and which relate to Seller's operations or transactions occurring at the Banking Facilities prior to the Effective Time and which involve the Branches, the Transferred Assets, the Deposit Liabilities and any other liabilities retained by Seller pursuant to this AgreementTime.

Seller's Indemnification of Purchaser. Seller shall indemnify, defend and hold harmless and defend Purchaser and its affiliates from and against (i) any breach by Seller of any agreement, covenant, representation or warranty contained herein and (ii) in the Exhibits hereto and all damages, claims, losses, liabilities, demands, demands and obligations, expenses, including reasonable attorneys’ ' fees and expenses, arising out of any actions, suits or proceedings commenced or which arise from matters occurring prior to the Effective Time (other than proceedings proceedings, actions, suits or protests seeking to prevent or limit the consummation of this transaction) the transactions contemplated hereunder), relating to Seller’s operations at the BranchesBranch Office; and, except as otherwise provided in this Agreement, Seller shall further indemnify, hold harmless and defend Purchaser and its affiliates from and against all damages, claims, losses, liabilities, demands, demands and obligations, expenses, 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, or which arise out of any actions, suits or proceedings commenced on or after the Effective Time, in connection with Time and which relate to operations or transactions occurring at the Branch Office prior to the Effective Time and which involve the Branches, the Transferred Assets, the Deposit Liabilities and any other liabilities retained by Seller pursuant to this AgreementTime.

Seller's Indemnification of Purchaser. Seller shall indemnify, hold harmless and defend Purchaser and its affiliates from and against (i) any breach by Seller of any agreement, covenant, representation or warranty contained herein and (ii) all damages, claims, losses, liabilities, demands, obligations, expenses, 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 this transaction) relating to Seller’s 's operations at the Branches; and, except as otherwise provided in this Agreement, Seller shall further indemnify, hold harmless and defend Purchaser and its affiliates from and against all damages, claims, losses, liabilities, demands, obligations, expenses, 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, or which arise out of any actions, suits or proceedings commenced on or after the Effective Time, in connection with operations or transactions occurring prior to the Effective Time and which involve the Branches, the Transferred Assets, the Deposit Liabilities and any other liabilities retained by Seller pursuant to this Agreement.

Seller's Indemnification of Purchaser. Seller shall indemnify, -------------------------------------- hold harmless and defend Purchaser and its affiliates from and against (i) any breach by Seller of any agreement, covenant, representation or warranty contained herein and (ii) all damages, claims, losses, liabilities, demands, demands and obligations, expenses, 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 this transactionthe transactions contemplated hereby) relating to Seller’s operations at the BranchesBanking Centers; and, except as otherwise provided in this Agreement, Seller shall further indemnify, hold harmless and defend Purchaser and its affiliates from and against all damages, claims, losses, liabilities, demands, demands and obligations, expenses, 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 which that arise out of any actions, suits or proceedings commenced on or after the Effective Time, in connection with Time and that relate to operations or transactions occurring at the Banking Centers prior to the Effective Time and which involve the Branches, the Transferred Assets, the Deposit Liabilities and any other liabilities retained by Seller pursuant to this AgreementTime.

Seller's Indemnification of Purchaser. Seller shall indemnify, hold harmless and defend Purchaser and its affiliates from and against (i) any breach by Seller of any agreement, covenant, representation or warranty contained herein and (ii) all damages, claims, losses, liabilities, demands, demands and obligations, expenses, 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 this transaction) relating to Seller’s 's operations at the BranchesBanking Facilities; and, except as otherwise provided in this Agreement, Seller shall further indemnify, hold harmless and defend Purchaser and its affiliates from and against all damages, claims, losses, liabilities, demands, demands and obligations, expenses, 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, or which arise out of any actions, suits or proceedings commenced on or after the Effective Time, in connection with operations or transactions occurring prior to the Effective Time and which involve the Branches, the Transferred Assets, the Deposit Liabilities and any other liabilities retained by Seller pursuant to this Agreement.which

Seller's Indemnification of Purchaser. Seller shall indemnify, hold harmless and defend Purchaser and its affiliates from and against (i) any breach by Seller or inaccuracy of any agreement, covenant, representation or warranty contained herein and (ii) all damages, claims, losses, liabilities, demands, demands and obligations, expenses, 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 this transaction) relating to Seller’s operations at the Branches; Banking Center, and, except as otherwise provided in this Agreement, Seller shall further indemnify, hold harmless and defend Purchaser and its affiliates from and against all damages, claims, losses, liabilities, demands, demands and obligations, expenses, 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, or which arise out of any actions, suits or proceedings commenced on or after the Effective Time, in connection with Time and which relate to operations or transactions occurring at the Banking Center prior to the Effective Time and which involve the Branches, the Transferred Assets, the Deposit Liabilities and any other liabilities retained by Seller pursuant to this AgreementTime.

Seller's Indemnification of Purchaser. Seller shall indemnify, hold harmless and defend Purchaser and its affiliates from and against (i) any breach by Seller of any agreement, covenant, representation or warranty contained herein and (ii) all damages, claims, losses, liabilities, demands, demands and obligations, expenses, 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 this transactionthe transactions contemplated hereby) relating to Seller’s operations at the BranchesBanking Center; and, except as otherwise provided in this Agreement, Seller shall further indemnify, hold harmless and defend Purchaser and its affiliates from and against all damages, claims, losses, liabilities, demands, demands and obligations, expenses, 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 which that arise out of any actions, suits or proceedings commenced on or after the Effective Time, in connection with Time and that relate to operations or transactions occurring at the Banking Center prior to the Effective Time and which involve the Branches, the Transferred Assets, the Deposit Liabilities and any other liabilities retained by Seller pursuant to this AgreementTime.