By Transferor. Subject to the terms and conditions of this Agreement, at the Closing, Transferor shall deliver to Transferee each of the following items:
By Transferor. Between the Effective Date and the Closing Date, Transferor shall give prompt notice to Acquiror in the event Transferor becomes aware of (i) any fact or condition that causes or constitutes a Breach of any representation or warranty of Transferor set forth herein as of the Effective Date, (ii) any fact or condition that would cause or constitute a Breach of any such representation or warranty had such representation or warranty been made as of the time of occurrence or discovery of such fact or condition, (iii) the occurrence of any Breach of any covenant of Transferor in this Agreement, or (iv) the occurrence of any event that Transferor believes will make the satisfaction of any of the conditions set forth in Section 5 impossible or unlikely. In the event that any fact or condition of the type described in the foregoing clause (i) or (ii) would have required any change in any of the Schedules or Exhibits to this Agreement if such fact or condition had occurred or been known as of the Effective Date, Transferor shall promptly deliver to Acquiror a supplement to such Schedule or Exhibit specifying the necessary change.
By Transferor. In the event Transferor (i) breaches or is deemed to have breached any of the representations and warranties contained in this Agreement or (ii) fails to perform or comply with any of the covenants and agreements set forth in this Agreement, Transferor shall hold harmless, indemnify and defend Acquiror, and each of its directors, officers, shareholders, attorneys, representatives and agents, from and against any Damages incurred or paid by the acquirer to the extent such Damages arise or result from a breach by Transferor of any such representations or warranties or a violation of any covenant in this Agreement. For purposes of this Section 8.2, "Damages" shall mean any and all costs, losses, damages, liabilities, demands, claims, suits, actions, judgments, causes of action, assessments or expenses, including interest, penalties, fines and attorneys' fees and expenses incident thereto, incurred in connection with any claim for indemnification arising out of this Agreement, and any and all amounts paid in settlement of any such claim.
By Transferor. Transferor covenants and agrees to defend, indemnify and hold harmless the Company, its officers, directors, employees, agents, advisers, representatives and Affiliates (collectively, the "Company Indemnitees") from and against, and pay or reimburse the Company Indemnitees for, any and all claims, liabilities, obligations, losses, fines, costs, royalties, proceedings, deficiencies or damages (whether absolute, accrued, conditional or otherwise and whether or not resulting from third party claims), including out-of-pocket expenses and reasonable attorneys' and accountants' fees incurred in the investigation or defense of any of the same or in asserting any of their respective rights hereunder (collectively, "Losses"), resulting from or arising out of:
By Transferor. Transferor shall indemnify Acquiror against any and all Losses and against all claims in respect thereof (including, without limitation, amounts paid in settlement and costs of investigation) or diminution in value, whether or not involving a Third-Party Claim to which Acquiror may become subject or which it may suffer or incur, directly or indirectly, as a result from or in connection with:
By Transferor. Transferor hereby agrees to indemnify, protect, defend and hold Transferee and each present and former director, officer and employee of Transferee harmless from and against any Claims arising out of or in connection with (i) the breach of any of Transferor’s representations or warranties set forth herein (subject to the survival limitations set forth in Section 8.16 hereof), (ii) the breach of any of Transferor’s covenants or agreements set forth herein, or (iii) any claim or cause of action brought by a third-party that arises as a result of an action or event that occurred prior to the Closing and during Transferor’s period of ownership of the applicable Property, that relates to the ownership of the Entity Interests, or the ownership, operation or maintenance of the Properties; provided, however, that Transferor’s obligation to indemnify Transferee under clause (i) above shall be subject to the following restrictions, (a) Transferor shall not be obligated to pay any amounts with respect to breaches of representations and warranties until the aggregate obligation of Transferor with respect to such breaches hereunder and under Section 14.1.2 of the Related Acquisition Agreement exceeds, in the aggregate, $250,000, whereupon Transferor shall be liable for all such amounts whether or not they exceed $250,000, and (b) in no event shall the aggregate liability of Transferor to Transferee with respect to breaches of representations and warranties hereunder (other than breaches under Section 8.14 hereof for which no cap shall apply) and under Section 14.1.2 of the Related Acquisition Agreement exceeds, in the aggregate, $7,500,000.
By Transferor. Subject to the terms and conditions of this Agreement, at the Funding, Transferor shall confirm in writing to the Transferee that all of EGH II’s outstanding obligations under the Purchase and Sale Agreement have been satisfied and all Liens securing such obligations under the Pledge Agreement have been released upon payment of the JHUSA Purchase Price.
By Transferor. Transferor shall indemnify the Buyer Parties, their affiliates, and their respective successors and assigns, and their respective directors, officers, employees, consultants and agents (each a "Buyer Protected Party") and hold the Buyer Protected Parties harmless from any liability, loss, diminution in value, damage, cost, penalty, fine, Tax, demand, action, claim, or expense, including reasonable attorneys’ and accountants’ fees and expenses (whether or not involving a third-party claim) (each a "Loss" and collectively "Losses"), incurred by a Buyer Protected Party that relates to, results from or arises out of (i) any breach or inaccuracy of any representation or warranty of Transferor set forth in this Agreement; (ii) the breach by Transferor of any of its covenants or agreements contained in this Agreement; (iii) violations of law, governmental rules or regulations, and/or Association Rules, or intentional wrongdoing or gross negligence by Transferor in performing obligations in connection with this Agreement or under any of the Merchant Agreements; or (iv) the conduct by Transferor (or any affiliate or non-affiliate performing Payment Processing Services related to any Merchant Agreement) of Payment Processing Services for the Merchant Portfolio on or prior to the Transfer Date. By TransFirst. TransFirst shall indemnify the Transferor, its affiliates, and their successors and assigns, and their directors, officers, employees, consultants and agents (each a "Transferor Protected Party") and hold the Transferor Protected Parties harmless from any Loss or Losses, incurred by a Transferor Protected Party that relates to, results from or arises out of (i) any breach or inaccuracy of any representation or warranty of a Buyer Party set forth in this Agreement; (ii) the breach by a Buyer Party of any of its covenants or agreements contained in this Agreement; (iii) violations of law, governmental rules or regulations, and/or Association Rules, or intentional wrongdoing or gross negligence by a Buyer Party in performing its obligations in connection with this Agreement or under any of the Merchant Agreements; or (iv) the Assumed Liabilities. Cap. Transferor shall not be required to indemnify the Buyer Protected Parties, and the Buyer Parties shall not be required to indemnify (in the aggregate) the Transferor Protected Parties, for any Losses arising from any breach or inaccuracy of the Indemnifying Party’s representations and warranties that would otherwise b...
By Transferor. TRANSFEROR agrees to defend, indemnify and hold harmless TRANSFEREE, its sublicensees and its affiliates, successors and assigns, and the officers, directors, employees and agents of each of them, from and against any and all claims, threatened claims, damages, losses, expenses, obligations, liabilities, actions, suits, including without limitation, interest and penalties, reasonable attorneys’ fees and costs and all amounts paid in settlement of any claim, action or suit, asserted by third parties against TRANSFEREE that arise out of, result from or are related to: (i) the violation of any statute, regulation or rule of Law by TRANSFEROR in the performance of its obligations under this Agreement; (ii) a breach or alleged breach of any representation, covenant, or warranty made by TRANSFEROR in this Agreement; (iii) activities taking place at TRANSFEROR’s facilities and that do not involve TRANSFEREE; (iv) a breach or alleged breach by TRANSFEROR of any of the other terms or conditions of this Agreement, (v) TRANSFEREE’s exercise of the rights granted in Sections 2.1 and 2.2 of this Agreement (provided that under this subsection 6.1(v), the parties shall share equally the first two hundred fifty thousand dollars ($250,000) of liability, after which TRANSFEROR shall pay for all liability hereunder up to one-million five-hundred thousand dollars ($1,500,000), and in no event shall TRANSFEROR incur liability for any amounts exceeding one million five hundred thousand dollars ($1,500,000) under this subsection 6.1(v)), or (vi) the negligence or other wrongdoing of TRANSFEROR or its affiliates or any employee or agent of TRANSFEROR or its affiliates.
By Transferor. Transferor shall indemnify, defend, and hold harmless Transferee and its officers from and against any and all Losses arising out of or based on any breach of Transferor’s representations and warranties set forth in Article 4, except with respect to Losses for which Transferor is entitled to indemnification under Section 10.2.
