Indemnification of Seller by Purchaser. Purchaser agrees to indemnify and hold Seller, its affiliates and its officers, directors, employees and permitted assigns harmless of and from any and every claim, demand, proceeding and suit, and from every liability, loss, damage, cost, charge and expense (including, without limitation, any actions or expenditures required by Requirements of Law, operating regulations of National Associations or card agreements to correct deficiencies related to the Accounts to be Sold (but in no event with respect to credit losses related to the Accounts to be Sold unless otherwise provided in this Agreement)) or any other liability of every nature, kind and description whatsoever whether or not material, liquidated, contingent or prospective in nature, exclusive of Excluded Damages, by reason of or resulting from or arising out of:
Indemnification of Seller by Purchaser. Subject to Section 10.3 hereof, Purchaser shall indemnify and hold Seller harmless from and against any and all Losses, howsoever incurred, which arise out of or result from:
Indemnification of Seller by Purchaser. (a) From and after the Closing Date, subject to the provisions of Sections 7.4 and 7.5, Purchaser shall indemnify and save and hold harmless Seller and its officers, directors and Affiliates (collectively, the “Seller Indemnified Parties”) from and against any Covered Losses suffered by any such Seller Indemnified Parties resulting from or arising out of: (i) any failure of any representation or warranty made by Purchaser to be true and correct as of the date of this Agreement or as of, and as if made on, the Closing Date, provided, however, that if any such representation or warranty is qualified in any respect by materiality or Purchaser Material Adverse Affect, for purposes of this paragraph such qualifiers will in all respects be ignored; (ii) any nonfulfillment or breach of any covenant or agreement made by Purchaser in this Agreement; and (iii) actions taken by Purchaser, the Company or their respective subsidiaries after the Closing Date in connection with the conduct of the business of the Company.
Indemnification of Seller by Purchaser. (a) Purchaser shall keep and save Seller and its affiliates, directors, officers, employees, agents and other representatives, forever harmless from and shall indemnify and defend Seller against any and all Damages, whether direct or consequential and no matter how arising, in any way related to, connected with or arising or resulting from (i) any breach of any representation or warranty of Purchaser under this Agreement, (ii) any breach or default by Purchaser under any covenant or agreement of Purchaser under this Agreement, (iii) cost reports (and all claims with respect thereto) relating to Purchaser with respect to Medicare, Medi-Cal, TRICARE or Blue Cross programs or any other third-party payor for all periods beginning on and after the Effective Time, (iv) the Assumed Obligations, (v) the failure to obtain any Transition/Intermediate Consents or Licenses, (vi) any other obligation or liability specifically assumed by Purchaser in this Agreement, and (vii) any act, conduct or omission of Purchaser, or any event or circumstance pertaining to Purchaser, that has accrued, arisen, occurred or come into existence at any time after the Effective Time. No provision in this Agreement shall prevent Purchaser from pursuing any of its legal rights or remedies that may be granted to Purchaser by law against any person or legal entity other than Seller or any affiliate of Seller.
Indemnification of Seller by Purchaser. From and after the Closing Date, Purchaser (for purposes of this Section 8.3 only, "Indemnifying Party") shall indemnify, defend, and hold harmless Seller and its Affiliates and their respective officers, directors, shareholders, successors and assigns, from and against any and all costs, expenses, losses, damages, fines, penalties or liabilities (including, without limitation, interest that may be imposed in connection therewith, court costs, litigation expenses, reasonable attorneys' fees and accounting fees) ("Losses") incurred by any such Person with respect to, in connection with, arising from, or alleged to result from, arise out of, or be in connection with:
Indemnification of Seller by Purchaser. Purchaser shall defend, indemnify and hold harmless Seller and its direct and indirect parent corporations, subsidiaries and affiliates and their respective each of Seller's officers, directors, partners, members and employees, and each underwriter (if any) and each person, if any, who controls Seller or any such underwriter within the meaning of the Securities Act, with respect to any registration or qualification effected pursuant to this Agreement and in which Registrable Securities are included, against all claims, losses, damages, liabilities, penalties, costs and expenses, including reasonable attorneys' fees, and amounts paid in settlement arising out of or based on the following:
Indemnification of Seller by Purchaser. Purchaser agrees to indemnify and hold Seller, its affiliates and its officers, directors, employees and permitted assigns harmless from and against any and all claims, proceedings, suits, damages, liability, loss, costs, charges and expenses or liability of every nature, kind and description whatsoever incurred or suffered by Seller by reason of, resulting from or arising directly or indirectly out of any of:
Indemnification of Seller by Purchaser. (a) Subject to the limitations and procedures set forth in this Section 7.03, Section 7.04 and Section 7.05, from and after the Closing Date, Purchaser and its Affiliates shall indemnify and save and hold harmless Seller, its Affiliates and their respective officers, directors, partners and representatives (collectively, the “Seller Indemnified Parties”) from and against any Covered Losses suffered by any such Seller Indemnified Parties resulting from or arising out of: (i) any misrepresentation of or inaccuracy in any representation or warranty of Purchaser made in this Agreement; (ii) any nonfulfillment or breach of any covenant or agreement made by Purchaser in this Agreement; (iii) any Assumed Liability; and (iv) any importing or exporting activities of Purchaser or the Business occurring after the Closing and during the period that (A) Seller’s current authorization to operate the Bonded Warehouse and its Custodian Bond (No. 460609295) remain in effect or (B) the AST Bearings Importer Number remains on Seller’s Importer Bond (No. 9905B0985), in each case, pursuant to Section 4.02(e).
Indemnification of Seller by Purchaser. The Purchaser covenants and agrees that it will indemnify and hold the Seller harmless from and against any and all losses, damages, liabilities, obligations, and reasonable costs and expenses incurred or sustained by the Seller by reason or arising out of any material breach of any warranty, representation, covenant, agreement or obligation of the Purchaser contained in this Agreement.
Indemnification of Seller by Purchaser. From and after the Closing Date, Purchaser (for purposes of this Section 8.3 only, "Indemnifying Party") shall indemnify, defend, and hold harmless Seller and its Affiliates and their respective officers, directors, shareholders, successors and assigns, from and against any and all costs, expenses, losses, damages, fines, penalties or liabilities (including, without limitation, interest that may be imposed in connection therewith, court costs, litigation expenses, reasonable attorneys' fees and accounting fees), but excluding any punitive or exemplary damages ("Losses") incurred by any such Person with respect to, in connection with, arising from, or alleged to result from, arise out of, or be in connection with:
