Common use of Seller’s Indemnity Obligation Clause in Contracts

Seller’s Indemnity Obligation. (a) Seller agrees that Seller will indemnify and hold Purchaser harmless in respect of the aggregate of all expenses, losses, costs, deficiencies, liabilities and damages (including related counsel fees and expenses) incurred or suffered by Purchaser (collectively the "Indemnifiable Damages of Purchaser"), (i) as a result of breach of any warranty or representation made by Seller pursuant to this Agreement or (ii) resulting from any default in the performance of any covenant or agreement made by the Seller pursuant to this Agreement. Seller shall not be required to indemnify Purchaser until the aggregate amount of Indemnifiable Damages of Purchaser exceeds $10,000. (b) The obligation of Seller to indemnify Purchaser for Indemnifiable Damages of Purchaser shall be subject to the condition that Seller shall have received a written declaration of Purchaser requesting indemnification, specifying the basis on which indemnification is sought, and specifying the amount of the Indemnifiable Damages of Purchaser (an "Indemnification Claim") within six (6) months after the Closing Date. Seller shall not be liable for damages in excess of the actual damages suffered by Purchaser as a result of the act or omission for which indemnification is claimed, net of any insurance proceeds received by Seller or tax benefits realized by Seller as a result of the Indemnifiable Damages of Purchaser. Seller's maximum liability for indemnification hereunder shall not exceed the Purchase Price. (c) Purchaser's sole remedy for a breach of any representation or warranty hereunder or Seller's default in the performance of any covenant or agreement hereunder shall be indemnification. For purposes of providing a means by which the Seller's obligation to indemnify the Purchaser may be satisfied, the Seller agrees that Purchaser shall have the right to set off the amount of Indemnifiable Damages of Purchaser against amounts owed to Seller. (d) The Seller shall have a period of forty-five (45) days from the date it receives an Indemnification Claim to give notice of its intention to dispute each claim. If the Seller notifies the Purchaser in writing within such 45-day period of its intention to dispute such Indemnification Claim and if such dispute is not resolved within thirty (30) days after the date of such notice given by the Seller, then such dispute shall be resolved by an arbitrator mutually satisfactory to Purchaser and Seller. If Purchaser and Seller are unable to agree on a single arbitrator within thirty (30) days of the date of the first written notice suggesting an arbitrator, then the arbitrator shall be selected by the mutual agreement of two persons, one designated by Seller and one designated by Purchaser. Such arbitrator shall be appointed within sixty (60) days after the expiration of the second above mentioned thirty (30) day period. The arbitrator shall abide by the rules of the American Arbitration Association and their decision shall be final and binding on all parties.

Seller’s Indemnity Obligation. (a) Seller agrees that Seller will indemnify shall indemnify, hold harmless and hold defend Purchaser harmless in respect of the aggregate of from and against all expensesclaims, losses, injuries, liabilities, fines, penalties, expenses, costs, deficienciesdemands and obligations, liabilities and damages including reasonable legal fees (including related counsel fees and expenses) incurred or suffered by Purchaser (collectively collectively, the "Indemnifiable Damages of Purchaser"“Losses”), arising out of or relating to: (i) as the operation of the Branch prior to the Effective Time; (ii) any act or omission of Seller occurring prior to the Effective Time relating to the Purchased Assets or the Assumed Liabilities; (iii) any failure prior to the Effective Time by Seller to comply with a result of federal or state law, statute, code, rule, regulation, order, decree, or agreement applicable to Seller; (iv) any liability which is not an Assumed Liability; or (v) any material breach of any representation, warranty or representation covenant made by Seller pursuant to in this Agreement or (ii) resulting from in any default certificate or other document delivered to Purchaser hereunder. Promptly after the receipt of notice of a Loss with respect to which Purchaser will seek a defense, indemnification, reimbursement or other remedy under this Section 1.6(a), Purchaser shall notify Seller in writing, setting forth in reasonable detail the performance basis therefore and providing copies of any covenant or agreement made by the Seller pursuant to this Agreementall relevant documents relating thereto. Seller shall not be required to indemnify Purchaser until the aggregate amount of Indemnifiable Damages of Purchaser exceeds $10,000. then have thirty (b) The obligation of Seller to indemnify Purchaser for Indemnifiable Damages of Purchaser shall be subject to the condition that Seller shall have received a written declaration of Purchaser requesting indemnification, specifying the basis on which indemnification is sought, and specifying the amount of the Indemnifiable Damages of Purchaser (an "Indemnification Claim") within six (6) months after the Closing Date. Seller shall not be liable for damages in excess of the actual damages suffered by Purchaser as a result of the act or omission for which indemnification is claimed, net of any insurance proceeds received by Seller or tax benefits realized by Seller as a result of the Indemnifiable Damages of Purchaser. Seller's maximum liability for indemnification hereunder shall not exceed the Purchase Price. (c) Purchaser's sole remedy for a breach of any representation or warranty hereunder or Seller's default in the performance of any covenant or agreement hereunder shall be indemnification. For purposes of providing a means by which the Seller's obligation to indemnify the Purchaser may be satisfied, the Seller agrees that Purchaser shall have the right to set off the amount of Indemnifiable Damages of Purchaser against amounts owed to Seller. (d) The Seller shall have a period of forty-five (4530) days from the date it receives an Indemnification Claim such notice to give notice investigate the Loss and determine whether it will elect to assume the defense of its intention to dispute each claimthe matter. If it does so elect, Purchaser shall give Seller Purchaser’s full cooperation and assistance to enable Seller to maintain a defense at Seller’s sole expense. If Seller fails to undertake the Seller notifies the defense, Purchaser in writing within such 45-day period of its intention to dispute such Indemnification Claim and if such dispute is not resolved within thirty (30) days after the date of such notice given by the Sellermay, then such dispute but shall be resolved by an arbitrator mutually satisfactory to Purchaser under no obligation to, undertake the defense and compromise or settle (exercising reasonable business judgment) the matter, but in all events at the risk of Seller. If Purchaser and It is understood that the obligations of Seller are unable to agree on a single arbitrator within thirty (30under this Section 1.6(a) days of shall survive the date of the first written notice suggesting an arbitrator, then the arbitrator shall be selected by the mutual agreement of two persons, one designated by Seller and one designated by PurchaserEffective Date. Such arbitrator shall be appointed within sixty (60) days after the expiration of the second above mentioned thirty (30) day period. The arbitrator shall abide by the rules of the American Arbitration Association and their decision shall be final and binding on all parties.​ ​

Seller’s Indemnity Obligation. (a) Seller agrees that Seller will indemnify shall indemnify, hold harmless and hold defend Purchaser harmless in respect of the aggregate of from and against all expensesclaims, losses, injuries, liabilities, fines, penalties, expenses, costs, deficienciesdemands and obligations, liabilities and damages including reasonable legal fees (including related counsel fees and expenses) incurred or suffered by Purchaser (collectively collectively, the "Indemnifiable Damages of Purchaser"“Losses”), arising out of or relating to: (i) as the operation of the Branch prior to the Effective Time; (ii) any act or omission of Seller occurring prior to the Effective Time relating to the Purchased Assets or the Assumed Liabilities; (iii) any failure prior to the Effective Time by Seller to comply with a result of federal or state law, statute, code, rule, regulation, order, decree, or agreement applicable to Seller; (iv) any liability which is not an Assumed Liability; or (v) any material breach of any representation, warranty or representation covenant made by Seller pursuant to in this Agreement or (ii) resulting from in any default certificate or other document delivered to Purchaser hereunder. Promptly after the receipt of notice of a Loss with respect to which Purchaser will seek a defense, indemnification, reimbursement or other remedy under this Section 1.6(a), Purchaser shall notify Seller in writing, setting forth in reasonable detail the performance basis therefore and providing copies of any covenant or agreement made by the Seller pursuant to this Agreementall relevant documents relating thereto. Seller shall not be required to indemnify Purchaser until the aggregate amount of Indemnifiable Damages of Purchaser exceeds $10,000. then have thirty (b) The obligation of Seller to indemnify Purchaser for Indemnifiable Damages of Purchaser shall be subject to the condition that Seller shall have received a written declaration of Purchaser requesting indemnification, specifying the basis on which indemnification is sought, and specifying the amount of the Indemnifiable Damages of Purchaser (an "Indemnification Claim") within six (6) months after the Closing Date. Seller shall not be liable for damages in excess of the actual damages suffered by Purchaser as a result of the act or omission for which indemnification is claimed, net of any insurance proceeds received by Seller or tax benefits realized by Seller as a result of the Indemnifiable Damages of Purchaser. Seller's maximum liability for indemnification hereunder shall not exceed the Purchase Price. (c) Purchaser's sole remedy for a breach of any representation or warranty hereunder or Seller's default in the performance of any covenant or agreement hereunder shall be indemnification. For purposes of providing a means by which the Seller's obligation to indemnify the Purchaser may be satisfied, the Seller agrees that Purchaser shall have the right to set off the amount of Indemnifiable Damages of Purchaser against amounts owed to Seller. (d) The Seller shall have a period of forty-five (4530) days from the date it receives an Indemnification Claim such notice to give notice investigate the Loss and determine whether it will elect to assume the defense of its intention to dispute each claimthe matter. If it does so elect, Purchaser shall give Seller Purchaser’s full cooperation and assistance to enable Seller to maintain a defense at Seller’s sole expense. If Seller fails to undertake the Seller notifies the defense, Purchaser in writing within such 45-day period of its intention to dispute such Indemnification Claim and if such dispute is not resolved within thirty (30) days after the date of such notice given by the Sellermay, then such dispute but shall be resolved by an arbitrator mutually satisfactory to Purchaser under no obligation to, undertake the defense and compromise or settle (exercising reasonable business judgment) the matter, but in all events at the risk of Seller. If Purchaser and It is understood that the obligations of Seller are unable to agree on a single arbitrator within thirty (30under this Section 1.6(a) days of shall survive the date of the first written notice suggesting an arbitrator, then the arbitrator shall be selected by the mutual agreement of two persons, one designated by Seller and one designated by Purchaser. Such arbitrator shall be appointed within sixty (60) days after the expiration of the second above mentioned thirty (30) day period. The arbitrator shall abide by the rules of the American Arbitration Association and their decision shall be final and binding on all partiesEffective Date.

Seller’s Indemnity Obligation. (a) Except as otherwise provided herein, Seller agrees that Seller will indemnify shall indemnify, hold harmless and hold Purchaser harmless in respect of the aggregate of defend Buyer from and against all expensesclaims, losses, suits or causes of action, liabilities, expenses, costs, deficienciesdemands and obligations, liabilities and damages including reasonable legal fees (including related counsel fees and expenses) incurred or suffered by Purchaser (collectively collectively, the "Indemnifiable Damages of Purchaser"“Losses”), arising out of or relating to: (i) as a result the conduct of business and operations at the Branch (including the Purchased Assets, Assumed Liabilities and employees) prior to the close of business on the Effective Date, including any act or omission of Seller prior to the close of business on the Effective Date relating to the Purchased Assets or the Assumed Liabilities; (ii) any liability of Seller which is not assumed by Buyer hereunder, (iii) any material breach of any representation or warranty or representation made by Seller pursuant to in this Agreement or in any certificate or other document delivered to Buyer hereunder, or (iiiv) resulting from any default in the performance material breach of any covenant or agreement made by Seller in this Agreement or in any certificate or other document delivered to Buyer hereunder; provided, however, that this Section 1.7(a) shall not be applicable to the Loan Purchase Agreement, which sets forth the exclusive representations, warranties, covenants and remedies applicable to the Other Loans and to the transactions contemplated therein. Promptly after the receipt of notice of a Loss with respect to which Buyer will seek a defense, indemnification, reimbursement or other remedy under this Section, Buyer shall notify Seller pursuant to this Agreementin writing, setting forth in reasonable detail the basis therefor and providing copies of all relevant documents relating thereto. Seller shall not be required then have thirty (30) days from the date it received such notice to indemnify Purchaser until investigate the aggregate amount of Indemnifiable Damages of Purchaser exceeds $10,000. (b) The obligation of Seller Loss and determine whether it will elect to indemnify Purchaser for Indemnifiable Damages of Purchaser shall be subject to assume the condition that Seller shall have received a written declaration of Purchaser requesting indemnification, specifying the basis on which indemnification is sought, and specifying the amount defense of the Indemnifiable Damages of Purchaser (an "Indemnification Claim") within six (6) months after the Closing Datematter. If it does so elect, Buyer shall give its full cooperation and assistance to Seller in maintaining a defense. Seller shall not be liable for damages any amounts paid in excess settlement of the actual damages suffered by Purchaser as a result of the act or omission for Loss if such settlement is effected without Seller’s written consent, which indemnification is claimed, net of any insurance proceeds received by Seller or tax benefits realized by Seller as a result of the Indemnifiable Damages of Purchaser. Seller's maximum liability for indemnification hereunder consent shall not exceed be unreasonably withheld. It is understood that the Purchase Priceobligations of Seller under this Section shall survive the Effective Date to the extent provided in Section 1.7(c) below. (c) Purchaser's sole remedy for a breach of any representation or warranty hereunder or Seller's default in the performance of any covenant or agreement hereunder shall be indemnification. For purposes of providing a means by which the Seller's obligation to indemnify the Purchaser may be satisfied, the Seller agrees that Purchaser shall have the right to set off the amount of Indemnifiable Damages of Purchaser against amounts owed to Seller. (d) The Seller shall have a period of forty-five (45) days from the date it receives an Indemnification Claim to give notice of its intention to dispute each claim. If the Seller notifies the Purchaser in writing within such 45-day period of its intention to dispute such Indemnification Claim and if such dispute is not resolved within thirty (30) days after the date of such notice given by the Seller, then such dispute shall be resolved by an arbitrator mutually satisfactory to Purchaser and Seller. If Purchaser and Seller are unable to agree on a single arbitrator within thirty (30) days of the date of the first written notice suggesting an arbitrator, then the arbitrator shall be selected by the mutual agreement of two persons, one designated by Seller and one designated by Purchaser. Such arbitrator shall be appointed within sixty (60) days after the expiration of the second above mentioned thirty (30) day period. The arbitrator shall abide by the rules of the American Arbitration Association and their decision shall be final and binding on all parties.