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

Seller's Indemnification of Purchaser. (a) Subject to any limitations in Sections 4.1(b) and 5.8(e) or otherwise contained in this Agreement, Seller shall indemnify, hold harmless and defend Purchaser from and against (i) any breach by Seller of any representation or warranty contained herein, (ii) claims or liabilities relating to any Title Defect or environmental contamination existing prior to the Effective Time in any Branch Office leased to the Purchaser under the provisions of Section 2.10(a)(iv) or Section 2.10(b)(iii) and (iii) 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 this transaction) relating to Seller's operations at the Branch Offices; 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, 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 Branch Offices, the Transferred Assets, the liabilities retained by Seller pursuant to this Agreement or the Employees.

Seller's Indemnification of Purchaser. (a) Subject to any limitations in Sections 4.1(b) and 5.8(e) 2.10, 2.11 4.1, or 4.4 of this Agreement, or otherwise contained in this Agreement, Seller shall indemnify, hold harmless harmless, and defend Purchaser from and against (i) any breach by Seller of any representation or warranty contained herein, (ii) claims claims, losses, liabilities, demands, and obligations, including reasonable attorneys' fees and expenses, whether or liabilities not involving a third-party claim, and including costs of cleanup, containment, or other remediation, relating to any Title Defect or environmental contamination Material Adverse Environmental Condition existing prior to the Effective Time in any Branch Office leased to the Purchaser under the provisions of Section 2.10(a)(ivparagraph 2.10(c) or Section 2.10(b)(iii(d) or paragraph 2.11(b), and (iii) 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 this transaction) relating to Seller's operations at at, or assets and liabilities assigned or attributable to, the Branch Offices; and, except Banking Center. Except as otherwise provided in this Agreement, Seller 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, 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 prior to the Effective Time and which that are claimed or demanded on or after the Effective Time, or which that arise out of any actions, suits suits, or proceedings commenced on or after the Effective Time, in connection with Time and that relate to Seller's operations or transactions occurring at the Banking Center prior to the Effective Time and which involve the Branch Offices, the Transferred Assets, the liabilities retained by Seller pursuant to this Agreement or the EmployeesTime.

Seller's Indemnification of Purchaser. (a) Subject to any limitations in Sections 4.1(b) and 5.8(e) or otherwise contained in this Agreement, Seller shall indemnify, hold harmless and defend Purchaser from and against (i) any breach by Seller of any representation representation, warranty or warranty covenant contained herein, (ii) claims or liabilities relating to any Title Defect or environmental contamination existing prior to the Effective Time in any Branch Office leased to the Purchaser under the provisions of Section 2.10(a)(iv) or Section 2.10(b)(iii) herein and (iii) 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 this transaction) relating to Seller's operations at the Branch OfficesBanking Centers or which arise out of actions, suits, or proceedings commenced on or after the Effective Time but which relate to operations at the Banking Centers which occurred prior to the Effective Time; 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, 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 Centers prior to the Effective Time and which involve the Branch Offices, the Transferred Assets, the liabilities retained by Seller pursuant to this Agreement or the EmployeesTime.

Seller's Indemnification of Purchaser. (a) Subject to any limitations in Sections 4.1(b) and 5.8(e) or otherwise contained in this Agreement, Seller shall indemnify, defend and hold harmless and defend Purchaser from and against (i) any breach by Seller of any representation representation, warranty or warranty obligation contained herein, (ii) claims or liabilities relating to any Title Defect or environmental contamination existing prior to herein and in the Effective Time in any Branch Office leased to the Purchaser under the provisions of Section 2.10(a)(iv) or Section 2.10(b)(iii) Exhibits hereto and (iii) 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 proceedings, actions, suits or protests seeking to prevent or limit the consummation of this transactionthe transactions contemplated hereunder) relating to Seller's the ownership of, or operations at the Branch OfficesOffice; 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 TimeTime 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 TimeTime and which relate to the ownership of, in connection with or operations or transactions occurring at the Branch Office prior to the Effective Time and which involve the Branch Offices, the Transferred Assets, the liabilities retained are not expressly assumed by Seller pursuant to this Agreement or the EmployeesPurchaser hereunder.