Common use of Seller’s Indemnity Clause in Contracts

Seller’s Indemnity. Seller hereby indemnifies Buyer against and agrees to hold it harmless from any and all damage, loss, liability and expense (including, without limitation, reasonable expenses of investigation, attorney's fees and expenses in connection with any action, suit or proceeding brought against Buyer) demanded, claimed or threatened in writing against Buyer or incurred or suffered by Buyer arising out of (i) ownership or operation of the Branches, the Accounts or the business or properties of the Branches prior to Closing, but excluding all assumed Liabilities and any damage, loss, liability or expense resulting from actions taken by Seller at the written direction of Buyer or pursuant to the terms of this Agreement, (ii) all Non-Assumed Liabilities, and (iii) any misrepresentation or breach of warranty, covenant or agreement made, contained in or to be performed by Seller pursuant to this Agreement. Any direct claim by Buyer against Seller, as distinguished from a claim against Buyer by a third party, shall be settled by arbitration pursuant to Section 11.4. Seller shall not be liable under this Section 11.2 for any settlement effected without its consent (which consent shall not be unreasonably withheld) of any claim, litigation or proceeding with respect to which indemnity may be sought hereunder. Buyer agrees to give prompt notice to Seller of the assertion of any claim, or the commencement of any suit, action or proceeding with respect to which indemnity may be sought hereunder. Seller may, and at the request of Buyer shall, participate in and control the defense of any such suit, action or proceeding at its own expense. Section 11.3

Seller’s Indemnity. The Seller hereby indemnifies the Buyer against and agrees to hold it harmless from any and all damage, loss, liability and expense (including, without limitation, reasonable expenses of investigation, investigation and attorney's ’s fees and expenses in connection with any action, suit or proceeding brought against the Buyer) demanded, claimed or threatened in writing against the Buyer or incurred or suffered by the Buyer arising out of (i) any action taken or omitted to be taken by the Seller prior to the Closing relating to the ownership or operation of the Branches, the Accounts or the business or properties of the Branches prior to Closing, but excluding all assumed Liabilities and any damage, loss, liability or expense resulting from actions taken by the Seller at the written direction of Buyer or pursuant to the terms of this Agreement, Buyer; and (ii) all Non-Assumed Liabilities, and (iii) any material misrepresentation or material breach of warranty, covenant or agreement made, contained in or to be performed by the Seller pursuant to this Agreement. Any direct claim by Buyer against , the Schedules hereto or the Seller, as distinguished from a claim against Buyer by a third party, shall be settled by arbitration pursuant to Section 11.4. ’s officer’s certificate The Seller shall not be liable under this Section 11.2 9.2 for any settlement effected without its consent (which consent shall not be unreasonably withheld) of any claim, litigation or proceeding with in respect to of which indemnity may be sought hereunder. The Buyer agrees to give prompt notice to the Seller of the assertion of any claim, or the commencement of any suit, action or proceeding with in respect to of which indemnity may be sought hereunder. The Seller may, and at the request of the Buyer shall, participate in and control the defense of any such suit, action or proceeding at its own expense. Section 11.3.

Seller’s Indemnity. Seller hereby indemnifies Buyer against and ------------------ agrees to hold it harmless from any and all damage, loss, liability and expense (including, without limitation, reasonable expenses of investigation, investigation and attorney's fees and expenses in connection with any action, suit or proceeding brought against Buyer) demanded, claimed or threatened in writing against Buyer or incurred or suffered by Buyer arising out of (i) ownership or operation of the Branches, the Accounts Branch or the its business or and properties of the Branches prior to Closing, but excluding all Liabilities expressly assumed Liabilities by Buyer pursuant to this Agreement and any damage, loss, liability or expense resulting from actions taken by Seller at the written direction of Buyer or pursuant to the terms of this Agreement, Buyer; and (ii) all Non-Assumed Liabilities, and (iii) any misrepresentation or breach of warranty, covenant or agreement made, contained in or to be performed by Seller pursuant to this Agreement. Any direct claim by Buyer against Seller, as distinguished from a claim against Buyer by a third party, shall be settled by arbitration pursuant to Section 11.4. Seller shall not be liable under this Section 11.2 9.2 for any settlement effected without its ----------- consent (which consent shall not be unreasonably withheld) of any claim, litigation or proceeding with in respect to of which indemnity may be sought hereunder. Buyer agrees to give prompt notice to Seller of the assertion of any claim, or the commencement of any suit, action or proceeding with in respect to which of that indemnity may be sought hereunder. Seller may, and at the request of Buyer shall, participate in and control the defense of any such suit, action or proceeding at its own expense. Section 11.3.

Seller’s Indemnity. Subject to the proviso in the final sentence of Section 9.1, the Seller hereby indemnifies the Buyer against and agrees to hold it harmless from any and all damage, loss, liability and expense (including, without limitation, reasonable expenses of investigation, investigation and attorney's fees and expenses in connection with any action, suit or proceeding brought against the Buyer) demanded, claimed or threatened in writing against the Buyer or incurred or suffered by the Buyer arising out of (i) any action taken or omitted to be taken by the Seller prior to the Closing relating to the ownership or operation of the Branches, the Accounts or the business or properties of the Branches Branch prior to Closing, but excluding all assumed Liabilities and any damage, loss, liability or expense resulting from actions taken by the Seller at the written direction of Buyer or pursuant to the terms of this Agreement, Buyer; (ii) all Non-Assumed Liabilities, and (iii) any misrepresentation or breach of representation, warranty, covenant covenant, agreement or agreement other material term made, contained in or to be performed by the Seller pursuant to this Agreement, the Schedules hereto or the Seller's officer's certificate; and (iii) any claim or demand by any Branch employee arising or related to any alleged act or inaction occurring prior to the Closing (except as may be the result of any action or inaction of the Buyer). Any direct claim by Buyer against Seller, as distinguished from a claim against Buyer by a third party, shall be settled by arbitration pursuant to Section 11.4. The Seller shall not be liable under this Section 11.2 9.2 for any settlement effected without its consent (which consent shall not be unreasonably withheld) of any claim, litigation or proceeding with in respect to of which indemnity may be sought hereunder. The Buyer agrees to give prompt notice to the Seller of the assertion of any claim, or the commencement of any suit, action or proceeding with in respect to of which indemnity may be sought hereunder. The Seller may, and at the request of the Buyer shall, participate in and control the defense of any such suit, action or proceeding at its own expense. Section 11.3.

Seller’s Indemnity. Seller hereby indemnifies Buyer against and agrees to indemnify Purchaser and the other Purchaser Indemnified Parties against, and to hold it Purchaser and the other Purchaser Indemnified Parties harmless from any from, all claims, demands, causes of action, losses, damages, liabilities, costs and all damage, loss, liability and expense expenses (including, without limitation, including reasonable expenses of investigation, attorney's attorneys' fees and expenses disbursements) asserted against or incurred by Purchaser or any of the other Purchaser Indemnified Parties in connection with any action, suit or proceeding brought against Buyer) demanded, claimed or threatened in writing against Buyer or incurred or suffered by Buyer arising out of (i) ownership acts or omissions of Seller or Seller's Representatives, or other matters or occurrences that take place before the Closing and relate to the ownership, maintenance or operation of the BranchesUnit that could not be discoverable by a prospective purchaser in the prudent conduct of due diligence in connection with a transaction such as the one contemplated hereby (except to the extent caused by Purchaser's veto of any matter that is submitted to Purchaser as a Purchaser Consent Action) including all losses, costs, damages and expenses incurred by Purchaser and the Accounts other Purchaser Indemnified Parties arising from audits performed by current or the business or properties former tenants of the Branches Unit relating to escalations and pass-throughs charged by Seller prior to the Closing, but excluding all assumed Liabilities and any damage, loss, liability or expense resulting from actions taken by Seller at the written direction of Buyer or pursuant to the terms of this Agreement, (ii) all Non-Assumed Liabilitiesa breach of any material representation, and warranty or covenant of Seller contained in this Agreement or (iii) any misrepresentation or the breach of warrantyany material representation, warranty or covenant or agreement madeof Seller, as purchaser, contained in or the Unit Two Contract. Seller's obligations under this SECTION 19(a) shall survive the Closing for a period of one (1) year. Notwithstanding the foregoing, if a Breach Claim related to be performed a representation made by Seller pursuant to this Agreement. Any direct claim by Buyer against Seller, as distinguished from a claim against Buyer by a third party, shall be settled by arbitration pursuant to Section 11.4. Seller shall not be liable under this Section 11.2 for any settlement effected without its consent Agreement had been commenced prior to the expiration of the such one (which consent shall not be unreasonably withheld1) of any claimyear period and is still pending on such date, litigation or proceeding Seller's obligations with respect solely to which indemnity may be sought hereunder. Buyer agrees to give prompt notice to Seller the representation underlying the Breach Claim shall survive the Closing until the expiration of the assertion of any claim, or the commencement of any suit, action or proceeding with respect Net Worth Retention Period applicable to which indemnity may be sought hereunder. Seller may, and at the request of Buyer shall, participate in and control the defense of any such suit, action or proceeding at its own expense. Section 11.3Breach Claim.

Seller’s Indemnity. Seller hereby indemnifies shall indemnify and hold harmless Buyer and its directors, officers and employees from and against and agrees to hold it harmless from any and all damageexpenses, lossclaims, liability and expense costs, damages or liabilities, including reasonable attorneys' fees (includingeach an "Indemnified Expense"), without limitation, reasonable expenses of investigation, attorney's fees and expenses in connection with any action, suit or proceeding brought against Buyer) demanded, claimed or threatened in writing against Buyer or incurred or suffered by Buyer arising out of or relating to (i) ownership the material breach of any representation or operation of the Branches, the Accounts or the business or properties of the Branches prior to Closing, but excluding all assumed Liabilities and any damage, loss, liability or expense resulting from actions taken warranty made by Seller at the written direction of Buyer or pursuant to the terms of in this Agreement, (ii) all Non-Assumed Liabilitiesany material breach of Seller's covenants contained herein, (iii) claims by third parties, including applicable governmental authorities, relating to Seller's operations, activities or use of the Purchased Assets prior to the Closing Date, and (iiiiv) any misrepresentation or breach of warrantyand all actions, covenant or agreement madesuits, contained in or to be performed by Seller pursuant to this Agreement. Any direct claim proceedings, demands, assessments, penalties, judgments, costs and legal fees and other expenses incurred by Buyer against Seller, as distinguished from a claim against Buyer by a third party, shall be settled by arbitration pursuant to Section 11.4associated with any of the foregoing. Seller shall not be liable under this Section 11.2 for any settlement effected without its consent (which consent shall not be unreasonably withheld) of any claim, litigation or proceeding have no obligation to indemnify Buyer with respect to which indemnity may be sought hereunderan Indemnified Expense unless notice of the Indemnified Expense is provided to Seller on or before the seventh anniversary of the Closing Date; provided, however, that the foregoing limitation shall not apply to Indemnified Expenses resulting from federal, state or local tax liability of Seller or the Subsidiaries relating to any period ended on or before Closing and in addition, shall not extend the liability of Seller on any of the representations or warranties of Seller set forth in this Agreement beyond the limitation periods set forth in Section 6.17(a). Buyer hereby acknowledges and agrees to give prompt notice to Seller of the assertion of that nothing set forth in this Section 11.01 shall in any claim, way limit or the commencement of any suit, action or proceeding with respect to which indemnity may be sought hereunder. Seller may, and at the request of Buyer shall, participate in and control the defense of any such suit, action or proceeding at restrict its own expense. obligations under Section 11.311.02.

Seller’s Indemnity. Subject to the proviso in the final sentence of Section 9.1, the Seller hereby indemnifies the Buyer against and agrees to hold it harmless from any and all damage, loss, liability and expense (including, without limitation, reasonable expenses of investigation, investigation and attorney's fees and expenses in connection with any action, suit or proceeding brought against the Buyer) demanded, claimed or threatened in writing against the Buyer or incurred or suffered by the Buyer arising out of (i) any action taken or omitted to be taken by the Seller prior to the Closing relating to the ownership or operation of the Branches, the Accounts or the business or properties of the Branches Branch prior to Closing, but excluding all assumed Liabilities and any damage, loss, liability or expense resulting from actions taken by the Seller at the written direction of Buyer or pursuant to the terms of this Agreement, Buyer; (ii) all Non-Assumed Liabilities, and (iii) any misrepresentation or breach of warranty, covenant or agreement made, contained in or to be performed by the Seller pursuant to this Agreement, the Schedules hereto or the Seller's officer's certificate; and (iii) any claim or demand by any Branch employee of the Seller who shall not become an employee of the Buyer (except as may be the result of any action or inaction of the Buyer). Any direct claim by Buyer against Seller, as distinguished from a claim against Buyer by a third party, shall be settled by arbitration pursuant to Section 11.4. The Seller shall not be liable under this Section 11.2 9.2 for any settlement effected without its consent (which consent shall not be unreasonably withheld) of any claim, litigation or proceeding with in respect to of which indemnity may be sought hereunder. The Buyer agrees to give prompt notice to the Seller of the assertion of any claim, or the commencement of any suit, action or proceeding with in respect to of which indemnity may be sought hereunder. The Seller may, and at the request of the Buyer shall, participate in and control the defense of any such suit, action or proceeding at its own expense. Section 11.3.

Seller’s Indemnity. Seller hereby indemnifies Buyer against and agrees to hold it harmless from any and all damage, loss, liability and expense (including, without limitation, reasonable expenses of investigation, investigation and attorney's fees and expenses in connection with any action, suit or proceeding brought against Buyer) demanded, claimed or threatened in writing against Buyer or incurred or suffered by Buyer arising out of (i) ownership or operation of the Branches, the Accounts Branches or the their respective business or and properties of the Branches prior to Closing, but excluding all Liabilities assumed Liabilities by Buyer pursuant to this Agreement and any damage, loss, liability or expense resulting from actions taken by Seller at the written direction of Buyer or pursuant to the terms of this Agreement, Buyer; and (ii) all Non-Assumed Liabilities, Liabilities and (iii) any misrepresentation or breach of warranty, warranty covenant or agreement made, contained in or to be performed by Seller pursuant to under this Agreement. Any direct claim by Buyer against Seller, as distinguished from a claim against Buyer by a third party, shall be settled by arbitration pursuant to Section 11.4. Seller shall not be liable under this Section 11.2 for any settlement effected without its consent (which consent shall not be unreasonably withheld) of any claim, litigation or proceeding with in respect to of which indemnity may be sought hereunder. Buyer agrees to give prompt notice to Seller of the assertion of any claim, or the commencement of any suit, action or proceeding with in respect to which of that indemnity may be sought hereunder. Seller may, and at the request of Buyer shall, participate in and control the defense of any such suit, action or proceeding at its own expense. Section 11.3.

Seller’s Indemnity. Seller hereby indemnifies Buyer against shall indemnify and agrees to defend Purchaser (and Purchaser's affiliates) and hold it Purchaser (and Purchaser's affiliates) harmless from and against any claims, demands, causes of action, debts, liabilities, judgments, losses, damages and all damageexpenses, loss, liability and expense (including, without limitation, reasonable expenses of investigation, attorney's attorneys' fees and expenses court costs (collectively, the "Claims") incurred by Purchaser (or any of Purchaser's affiliates) on account of (a) Claims by persons or entities other than Purchaser (or any of Purchaser's affiliates) arising out of or in connection with the ownership, operation or maintenance of the Property by Seller (or any actionof Seller's affiliates or tenants), suit or proceeding brought against Buyerany fact, circumstance or event which occurred, prior to the Closing Date; and (b) demandedClaims resulting from or arising directly or indirectly, claimed in whole or threatened in writing against Buyer or incurred or suffered by Buyer arising part, out of (i) ownership or operation of the Branches, the Accounts or the business or properties of the Branches prior to Closing, but excluding all assumed Liabilities and any damage, loss, liability or expense resulting from actions taken by Seller at the written direction of Buyer or pursuant to the terms of this Agreement, (ii) all Non-Assumed Liabilities, and (iii) any misrepresentation or breach of any representation, warranty, covenant or agreement made, of Seller contained in or to be performed by Seller pursuant to this Agreement. Any direct claim by Buyer against SellerHowever, as distinguished the obligations of Seller hereunder do not apply to, and Seller is not liable to Purchaser (or any of Purchaser's affiliates) in respect of, any Claim to the extent resulting from a claim against Buyer by a third partyor arising directly or indirectly, shall be settled by arbitration in whole or in part out of: (i) Western's right to use and occupy the Property under the Lease (or any agreement or arrangement in substitution therefor or replacement thereof) at any time prior to the Closing Date, or (ii) the breach of any representation, warranty, covenant or agreement of Seller contained in this Agreement, if prior to Closing, Purchaser had knowledge of such breach or if Seller disclosed the existence of such breach to Purchaser pursuant to Section 11.413 of this Agreement, and Purchaser chose, with such knowledge, to close the transactions contemplated by this Agreement. Seller The indemnities herein shall not be liable under this Section 11.2 for any settlement effected without its consent (which consent shall not be unreasonably withheld) of any claim, litigation or proceeding with respect to which indemnity may be sought hereunder. Buyer agrees to give prompt notice to Seller survive the Closing and delivery of the assertion of any claim, or the commencement of any suit, action or proceeding with respect to which indemnity may be sought hereunder. Seller may, and at the request of Buyer shall, participate in and control the defense of any such suit, action or proceeding at its own expense. Section 11.3Statutory Warranty Deed.

Seller’s Indemnity. Subject to the provisions of Section 9.4 hereof, Seller hereby indemnifies Buyer Purchaser against and agrees to hold it harmless from any and all damage, loss, settlement, obligation, deficiency, liability and expense (including, without limitation, reasonable expenses of investigation, investigation and attorney's fees and expenses in connection with any action, suit or proceeding brought against BuyerPurchaser) demanded, claimed or threatened in writing against Buyer Purchaser or incurred or suffered by Buyer Purchaser arising out of any liabilities and assets of Seller not expressly assumed or purchased hereunder by Purchaser including, but not limited to (i) the ownership or operation of the BranchesAssets, the Accounts or the business or properties of the Liabilities and Branches prior to the Closing, but excluding all assumed Liabilities and any damage, loss, liability or expense resulting from actions taken by Seller at the written direction of Buyer or pursuant to the terms of this Agreement, (ii) all Non-Assumed Liabilities, and Employee claims for matters occurring before the Closing or (iii) any misrepresentation or the breach of a representation or warranty, covenant or agreement made, contained in made or to be performed by Seller pursuant (all such claims, damages, losses, settlements, obligations, deficiencies, liabilities and expenses being hereinafter referred to this Agreementas "Seller Indemnifiable Claims"). Any direct claim by Buyer Purchaser against Seller, as distinguished from a claim against Buyer Purchaser by a third party, shall be settled by arbitration pursuant to Section 11.4. Article X. Seller shall not be liable under this Section 11.2 9.2 for any settlement effected without its consent (which consent shall not be unreasonably withheld) of any claim, litigation or proceeding with in respect to of which indemnity may be sought hereunder. Buyer Purchaser agrees to give prompt notice to Seller of the assertion of any claim, or the commencement of any suit, action or proceeding with in respect to which of that indemnity may be sought hereunder. Seller may, and at the request of Buyer Purchaser shall, (unless Seller disclaims any liability or obligation under this Section 9.2 with respect to such suit, action or proceeding) participate in and control the defense of any such suit, action or proceeding at its own expense. Section 11.3.