Indemnification by Seller Sample Clauses

Indemnification by Seller. (a) Seller shall indemnify, defend and hold Purchaser, its affiliates and its and their respective directors, managers, officers, employees, agents, representatives and advisors (the “Purchaser Indemnitees”) harmless from and shall reimburse the applicable Purchaser Indemnitee for any Losses suffered or incurred by any Purchaser Indemnitee after the Closing Date which result from: (i) Any material breach of a representation or warranty by Seller, or non-fulfillment of any covenant or obligation of Seller, contained in this Agreement or the Assignment Agreement; (ii) Any servicing act or omission of any prior servicer relating to any Mortgage Loan and any act or omission of any party related to the origination of any Mortgage Loan; (iii) Any act, error or omission of Seller in servicing any of the Mortgage Loans, including improper action or failure to act when required to do so; (iv) Any exercise of any rights of setoff or other netting arrangements by the Agency against Seller that results in a decrease in Servicing Agreements termination payments due to Seller with respect to the Mortgage Loans from the Agency or in a shortfall of funds to pay the Current Excess Servicing Spread; (v) Any breach by Seller of the Asset Purchase Agreement; and (vi) Litigation, proceedings, governmental investigations, orders, injunctions or decrees resulting from any of the items described in Section 11.01(a)(i) – (v) above; 01. Purchaser shall notify Seller promptly after receiving written notice of the assertion of any litigation, proceedings, governmental investigations, orders, injunctions, decrees or any third party claims subject to indemnification under this Agreement (each, a “Third Party Claim”). Upon receipt of such notice of a Third Party Claim, Seller shall have the right to assume the defense of such Third Party Claim using counsel of its choice reasonably satisfactory to the applicable Purchaser Indemnitee, but may not enter into any settlement without the prior written consent of the applicable Purchaser Indemnitee, which shall not be unreasonably withheld. A Purchaser Indemnitee shall have the right to select separate counsel and to otherwise separately defend itself at its own expense but shall not consent to the entry of a judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of Seller, which consent shall not be unreasonably withheld. Any exercise of such rights by a Purchaser Indemnitee shall not re...

Indemnification by Seller. Except as otherwise set forth below, Seller shall indemnify and defend the Buyers, Parent and their respective Affiliates, directors, officers, employees, consultants, agents, representatives and other personnel, in their capacities as such, and the successors, heirs and personal representatives of any of them (collectively, the “Buyer Indemnified Parties”)against and hold each of them harmless from any and all damages, claims, losses, liabilities, Environmental Costs and Liabilities, Export Control Laws Costs and Liabilities, costs and expenses (including reasonable expenses of investigation and attorneys’ fees and expenses) (collectively, “Losses”) incurred or suffered by any Buyer Indemnified Party arising out of or relating to (i) a breach by the Seller of any representation or warranty made by the Seller in this Agreement or in any certificate delivered pursuant hereto, (ii) a failure by Willtek, the Willtek Subsidiaries and/or the Company, as the case may be, (or, with regard to Sections 5.3 and 5.4, the Seller’s Affiliates) to perform or comply with their respective covenants or agreements contained herein or in any Related Document, (iii) noncompliance with any applicable bulk transfer Laws of any state or country, (iv) any Taxes in respect of the operation of the Business or ownership of the Acquired Assets attributable to any Pre-Closing Tax Period and Transfer Taxes arising as a result of, or in connection with, the sale, transfer and conveyance of the Acquired Assets which, according to Sections 6.3 and 6.4, notwithstanding the operation of applicable Law, are internally to be the responsibility of the Willtek Group, (v) all Pre-Closing Environmental Liabilities, (vi) Liabilities for Employment Claims resulting from, or predicated upon, any events or circumstances arising or occurring prior to the Closing Date in connection with the operation of the Business, (vii) all Pre-Closing Export Control Laws Liabilities, (viii) any Excluded Liabilities, (ix) the security interests in the patents described on Schedule 3.12(d), and (x) the non-compliance by Willtek with the requirements of the German Foreign Trade Act, provided, however, that the Seller shall have no indemnification obligations to the Buyer Indemnified Parties hereunder to the extent that any of the foregoing obligations or liabilities is an Assumed Liability.

Indemnification by Seller. Seller shall indemnify and hold harmless Purchaser and shall reimburse Purchaser for any loss, liability, claim, damage, expense (including, without limitation, costs of investigation and defense and reasonable attorney's fees) or diminution of value (collectively, "Damages") arising from or in connection with: (a) any inaccuracy in any of the representations and warranties of Seller in this Agreement or in any certificate delivered by Seller pursuant to this Agreement, or any actions, omissions or state of facts inconsistent with any such representation or warranty (for purposes of this clause (a), each schedule and exhibit to this Agreement shall be deemed a representation and warranty); (b) any failure by Seller to perform or comply with any agreement made by it under this Agreement; (c) any operations or business conducted, commitment made, service rendered or condition existing or any action taken or omitted by or on behalf of Seller, except for any claims for which Purchaser is required to indemnify Seller pursuant to Section 7.2 herein; (d) any claim by any person for brokerage or finder's fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by any such person with Seller (or any person acting on its behalf) in connection with any of the transactions contemplated herein; and (e) Seller's failure to comply with the "Bulk Sales Laws" under the Uniform Commercial Code; provided, however, that (i) Seller shall have no obligation to indemnify Purchaser for Damages until the aggregate Damages exceed $20,000 and, in such event, for the full amount of such Damages, (ii) Seller' aggregate liability for Damages shall in no event exceed the Purchase Consideration, and (iii) Seller shall have no obligation to indemnify Purchaser for any claims made by Purchaser under this Section 7.1 after twenty four (24) months after the Closing Date.

Indemnification by Seller. Subject to the limitations set forth in Article VIII and in this Article X and unless otherwise provided herein, Sellers shall defend and hold harmless Purchaser and its Affiliates from and against any and all actions, suits, Actions, charges, complaints, claims, demands, injunctions, judgments, orders, decrees, rulings, damages, dues, penalties, fines, deficiencies, costs, amounts paid in settlement, liabilities, obligations, losses, expenses and fees, including court costs and reasonable attorneys’ fees and expenses (collectively, “Damages”), and shall indemnify and hold Purchaser and its Affiliates harmless for, and will pay to Purchaser or such Affiliates the amount of, any Damages incurred or suffered, directly or indirectly, by Purchaser related to or as a result of (a) any inaccuracy or misrepresentation in any representation or warranty made by Sellers in this Agreement, or in any certificate of Sellers delivered pursuant hereto, (b) any failure to perform or the breach of any covenant or agreement made by Sellers in this Agreement, (c) any Excluded Liability or any Excluded Asset or (d) except in respect of any Assumed Liability, any Tax liability of Sellers or any Tax liability attributable to the Purchased Assets or the operation of the Business with respect to any Tax year or portion thereof for any period ending on or prior to the Closing Date (or, for any Tax year beginning before and ending after the Closing Date, to the extent allocable to the portion of such period beginning before and ending immediately prior to the Closing Date).

Indemnification by Seller. (a) Seller hereby agrees to indemnify and hold Purchaser and its directors, officers, employees, Affiliates, stockholders, agents, attorneys, representatives, successors and permitted assigns (collectively, the “Purchaser Indemnified Parties”) harmless from and against any and all Damages to the extent based upon or resulting from or incurred in connection with: (i) any breach of, or inaccuracy in, any representation or warranty made by Seller in this Agreement or in any document, schedule, instrument or certificate delivered hereunder or in respect of a claim made based upon alleged facts that if true could constitute any such breach or inaccuracy; (ii) any breach or violation of any Pre-Closing Covenant or Post-Closing Covenant by Seller; (iii) any Accounts Receivable set forth on Seller balance sheet as of the Closing Date which are not fully collected within one (1) year after the Closing Date, net of any applicable reserve for returns or doubtful accounts reflected thereon. (iv) any Excluded Liability; and (v) any pending litigation on or before the Closing Date related to the Business, the Purchased Assets, the Assumed Liabilities, or Subsidiary; In the event that Seller may be obligated to indemnify Purchaser Indemnified Parties under both subsections (i) or (ii) and any of subsections (iii)-(v) of this Section 10.2, Seller’s obligations under any of subsections (iii)-(v) shall be controlling and the limitations provided in Sections 10.1 shall not apply. (b) Purchaser shall take and shall cause its Affiliates to take all reasonable steps to mitigate any Damages upon becoming aware of any event which would reasonably be expected to, or does, give rise thereto. (c) Seller shall have no liability (for indemnification or otherwise) with respect to claims under Sections 10.2(a), until the total of all Damages with respect to such matters exceeds Fifty Thousand Dollars ($50,000), and then for the total amount of Damages.

Indemnification by Seller. Subject to the limitations set forth in Sections 7.01 and 7.04, Seller shall indemnify and hold harmless Purchaser and its officers, directors, employees, agents, permitted assigns, Affiliates and successors thereof from, against, for and in respect of: (a) any and all damages, losses, settlement payments, obligations, liabilities, claims, actions or causes of action and encumbrances (collectively, "LOSSES") suffered, sustained, incurred or required to be paid by Purchaser and arising from the breach of any written representation, warranty, agreement or covenant of Seller contained in this Agreement; (b) all Excluded Liabilities, including but not limited to, the Excluded Tax Liabilities, and all liabilities arising from or in connection with the maintenance by Seller or any affiliate of Seller of any employee benefit plan (as defined in Section 3(3) of ERISA); (c) all customary costs and expenses (including, without limitation, customary attorneys' fees, interest and penalties) incurred by Purchaser in connection with any action, suit, proceeding, demand, assessment or judgment incident to any of the matters indemnified against in this Section 7.02; and (d) any Losses arising from any cleanup or other remediation of or arising from any cleanup, removal, containment or other remediation (collectively, "CLEANUP") required by applicable law or regulation of, or any other damage arising from, any Hazardous Substance, Cleanup or breach of Environmental Law, but only to the extent that Seller has caused such Losses. THE PROVISIONS OF THIS INDEMNITY SHALL NOT BE THE SOLE REMEDY IN THE CASE OF INTENTIONAL MISREPRESENTATIONS, FRAUD, WILLFUL MISCONDUCT OR GROSS NEGLIGENCE.

Indemnification by Seller. Subject to the provisions of this Article IX, effective as of and after the Closing, Seller shall indemnify, defend and hold harmless Buyer, its Affiliates and each of the Buyer’s and such Affiliate’s respective officers, directors, agents, successors and assigns (collectively, the “Buyer Indemnified Parties”), from and against any and all Covered Losses incurred or suffered by any of the Buyer Indemnified Parties, to the extent arising out of or resulting from (i) any breach of any Fundamental Representation (in each case, without giving effect to any "Material Adverse Effect", "materiality", "Knowledge" or similar qualifications), (ii) any breach of any covenant or agreement of Seller contained in this Agreement, (iii) any Retained Liabilities, (iv) any of the following Liabilities (to the extent the following Liabilities are not Retained Liabilities): (A) any Liabilities that relate to, or arise out of, directly or indirectly Seller's or any of its Affiliates' operation of any business or division (including any business or division previously sold or discontinued), other than the Business, and any sale, divestiture or other disposition of any such business or division, and any Taxes associated therewith, to the extent amounts in respect of such Liabilities are not recovered using commercially reasonable efforts pursuant to the insurance policies of the Purchased Company and its Subsidiaries (and such Liabilities shall include any Liabilities associated with denied claims and any out of pocket costs (including but not limited to deductibles) incurred in connection with any such recovery efforts),(B) any Liabilities arising out of failure to comply with Environmental Laws solely with respect to any discontinued activities or operations of any formerly owned, leased or operated properties associated with the Purchased Assets or the Business, or (C) any Liabilities of the Purchased Company or any of its Subsidiaries in respect of any Seller Benefit Plan other than the Seller Benefit Plan transferred in accordance with Section 5.14(b); provided however, notwithstanding any provision of this Agreement, no claim for indemnification hereunder may be made after the three year anniversary of Closing.

Indemnification by Seller. Without limiting any other rights that an Indemnified Party may have hereunder or under applicable law, and subject to Seller's right to cure as set forth in this Agreement, the Seller hereby agrees to pay on demand to the Purchaser and its parent, Subsidiaries and Affiliates and their directors, officers, employees and authorized agents Indemnified Amounts which may be imposed on, incurred by or asserted against an Indemnified Party as a result of any claim, action, demand, proceeding or suit, whether or not groundless, that in any way arises out of or results from: (a) Use by the Seller of proceeds of any Sale or in respect of any Sold Program Contract; (b) Reliance by the Purchaser on any representation or warranty made or deemed made by the Seller (or any of its officers) under or in connection with this Sale Agreement; (c) Any material breach by Seller of its representations and warranties, covenants or obligations, or material failure by the Seller to comply with any term, provision or covenant, contained in this Sale Agreement or any agreement executed in connection with this Sale Agreement; (d) The failure to vest and maintain vested in the Purchaser, or to transfer to the Purchaser, legal and equitable title to and ownership of the Program Contracts that are, or are purported to be, Sold Program Contracts, together with all proceeds in respect thereof, free and clear of any Adverse Claim (except as permitted hereunder) whether existing at the time of the proposed sale of such Program Contract or at any time thereafter, and without limitation to the remedies set forth in Section 4.4; or (e) Any act or omission by Seller or its agents, officers or employees or controlled Affiliates or by any Dealer arising out of or relating to the purchase by the Seller of any Contract, the sale by the Dealer of any Contract or the sale by the Dealer of a Financed Vehicle or related product or service to an Obligor, which results in a material loss by or claim against the Purchaser, including any claim by an Obligor or Governmental Authority that the form, terms or provisions of the Contract fail to comply with the requirements of applicable federal and state laws. If a claim for indemnification is tendered by an Indemnified Party to the Seller, the Seller may, at its option, repurchase the Program Contracts involved in such claim in accordance with the terms of Section 4.4 of this Agreement and the Repurchase Price for such Program Contracts actually paid by the S...

Indemnification by Seller. (a) From and after the Closing, the Seller Group agrees, jointly and severally, to indemnify, defend and hold Buyer, each of its Affiliates (including the Sold Companies after the Closing) and each of their respective Representatives and Affiliates (the “Buyer Indemnified Persons”) harmless from and in respect of and shall compensate and reimburse each of the Buyer Indemnified Persons for any and all Losses, other than Losses taken into account in calculating the Final Purchase Price Elements, that they may incur arising out of or resulting from: (i) any breach of any representations or warranties of Seller set forth in ARTICLE III or Exhibit A hereto as of the date of this Agreement ((x) except in the cases of Section 3.6, Section 3.16(a) and the definition of “Material Contracts” for purposes of clause (i) of Section 3.17(b), without giving effect to references to any “Material Adverse Effect” or other materiality qualification contained or incorporated directly or indirectly in such representations and warranties for purposes of determining any such breach or the calculation of Losses that the Buyer Indemnified Persons may incur arising out of or resulting from any such breach, (y) in the cases of Section 3.6, Section 3.16(a) and the definition of “Material Contracts” for purposes of clause (i) of Section 3.17(b), without giving effect to references to any “Material Adverse Effect” or other materiality qualification contained or incorporated directly or indirectly in such representations and warranties solely for purposes of determining the calculation of Losses that the Buyer Indemnified Persons may incur arising out of or resulting from any such breach and not for purposes of determining any such breach and (z) in the case of Section 3.13(g), without giving effect to the reference to “Knowledge of the Seller”); provided, that this Section 8.2(a)(i) shall not apply to any Losses arising out of or resulting from a breach of any Seller IP Rep if such Losses arise out of or result from third party claims or third party counterclaims in connection with, or as a result of, any claims first made against such third parties by Buyer or any of its Affiliates (including, after the Closing, the Sold Companies). (ii) any breach of any representations or warranties of Seller set forth in ARTICLE III, Exhibit A hereto or the certificate delivered by or on behalf of Seller pursuant to Section 6.2(c) on and as of the Closing Date ((x) except in the cases of Section 3....

Indemnification by Seller. (a) Subject to the other terms and conditions of this Article X, Seller shall indemnify and defend each of Buyer and its Affiliates, including the Company, and their respective Representatives (collectively, the “Buyer Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to or by reason of: (i) any inaccuracy in or breach of any of the representations or warranties of Seller or the Company contained in this Agreement or in any certificate or instrument delivered by or on behalf of Seller or the Company pursuant to this Agreement (other than in respect of Section 2.09, it being understood that the sole remedy for any such inaccuracy in or breach thereof shall be pursuant to Article XI), as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date); or (ii) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Seller or the Company pursuant to this Agreement (other than any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in Article XI, it being understood that the sole remedy for any such breach, violation or failure shall be pursuant to Article XI). (b) for purposes of this Article X, any breach or inaccuracy of the Company’s or the Seller Party’s representations and warranties shall be determined without giving effect to any qualification as to materiality (including the words “material” or “Material Adverse Effect”) or knowledge (including the phrase “Seller Party’s Knowledge”). (c) Notwithstanding any other provision of this Article X, Seller and the Company shall not have any obligation to Buyer and its Affiliates pursuant to the provisions of this Section 10.02 based on any alleged Title Defect that is discovered by Buyer after Closing, nor for any notice related to any Title Defect that is delivered to Seller after the Closing.