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

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 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 and 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 the transactions contemplated herebythis transaction) relating to Seller's operations at the Banking CentersBranches; 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 and demands, 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 that which arise out of any actions, suits or proceedings commenced on or after the Effective Time and that relate to Time, in connection with operations at the Banking Centers or transactions occurring prior to the Effective TimeTime 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 and 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 the transactions contemplated herebythis transaction) relating to Seller’s operations at the Banking CentersBranches; 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 and demands, 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 that which arise out of any actions, suits or proceedings commenced on or after the Effective Time and that relate to Time, in connection with operations at the Banking Centers or transactions occurring prior to the Effective TimeTime 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 from and against (i) any breach by Seller Sellers of any representation or warranty contained herein herein, and (ii) all claims, losses, liabilities, demands demands, and obligations, 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 the transactions contemplated herebythis transaction) relating to Sellers’ operations at the Banking Centers; and, except Bank Branch. Except as otherwise provided in this Agreement, Seller Sellers shall further indemnify, hold harmless harmless, and defend Purchaser from and against all claims, losses, liabilities, demands 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 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 that which arise out of any actions, suits suits, or proceedings commenced on or after the Effective Time and that which relate to Sellers’ operations or transactions at the Banking Centers Bank Branch prior to the Effective Time.