Common use of Indemnification of Sellers Clause in Contracts

Indemnification of Sellers. From and after the Closing Date, Purchaser hereby agrees to indemnify, defend and hold harmless Sellers and their Affiliates from and against any and all Losses resulting or arising from claims asserted within the period specified in Section 11.1 insofar as such Losses arise out of or are based upon (a) the inaccuracy or breach of any representation or warranty of Purchaser contained in this Agreement or an Attendant Document to which Purchaser is a Party; (b) any breach of any covenant or agreement of Purchaser contained in this Agreement or an Attendant Document to which Purchaser is a party; or (c) any Assumed Liabilities; provided, however, that within sixty (60) days after learning of the assertion of any third party claim against which any Seller claims indemnification under this Article XI, Sellers shall notify Purchaser and afford it the opportunity to join in the defense or settlement thereof at Purchaser's own expense with counsel of its choosing, and Sellers shall cooperate to make available to Purchaser all pertinent information under their control or in their possession. Failure to so notify shall not effect the obligation to indemnify unless material prejudice results therefrom. Republic shall have the right to afford Purchaser the opportunity to assume the defense or settlement of such third party claims at its own expense with counsel of its choosing; provided that Purchaser shall not settle any such claim without the prior written consent of Republic, which consent shall not be unreasonably withheld, conditioned or delayed.

Indemnification of Sellers. From (a) Subject to the terms and after conditions set forth in Section 8.3, the Closing Date, Purchaser hereby agrees to indemnify, defend indemnify and hold harmless Sellers the Sellers, the Companies and each of their Affiliates from respective officers, directors, employees, counsel, and agents, (collectively, the "Seller Indemnitees"), on an after-tax basis against and in respect of any and all Losses resulting or Claims as and when incurred, arising from claims asserted within the period specified in Section 11.1 insofar as such Losses arise out of or are based upon (a) the inaccuracy or any breach of any representation representation, warranty, covenant, or warranty agreement of the Purchaser contained in this Agreement or an Attendant Document to which Purchaser is a Party; any document or instrument delivered in connection with this Agreement. (b) any breach Each Seller Indemnitee shall give the Purchaser prompt notice of any covenant or agreement Claim on the basis of Purchaser contained in this Agreement or an Attendant Document which such Seller Indemnitee intends to which Purchaser is a party; or seek indemnification (c) any Assumed Liabilities; provided, however, that within sixty (60) days after learning but the obligations of the assertion of any third party claim against which any Seller claims indemnification under this Article XI, Sellers shall notify Purchaser and afford it the opportunity to join in the defense or settlement thereof at Purchaser's own expense with counsel of its choosing, and Sellers shall cooperate to make available to Purchaser all pertinent information under their control or in their possession. Failure to so notify shall not effect be conditions upon receipt of such notice, except to the obligation extent that the indemnifying party is actually prejudiced by such failure to indemnify unless material prejudice results therefromgive notice). Republic The Purchaser shall have the right to afford Purchaser the opportunity to promptly assume the defense of any Seller Indemnitee, with counsel reasonably satisfactory to such Seller Indemnitee, and the fees and expenses of such counsel shall be at the sole cost and expense of the Purchaser. Notwithstanding the foregoing, any Seller Indemnitee shall be entitled, at his or its expense, to employ counsel separate from counsel for the Purchaser and from any other party in such action, proceeding, or investigation. No Seller Indemnitee may agree to a settlement of such third party claims at its own expense with counsel of its choosing; provided that Purchaser shall not settle any such claim a Claim without the prior written consent approval of Republicthe Purchaser, which consent approval shall not be unreasonably withheld, conditioned or delayed.

Indemnification of Sellers. From and after Subject to the Closing Dateprovisions of this Article 8, Purchaser hereby agrees to Buyer shall indemnify, defend defend, save and hold harmless keep Sellers and their respective Affiliates (other than the Acquired Companies), and their respective successors and assigns (collectively, the “Seller Indemnitees”) harmless against and from and against any and all Losses resulting Damages sustained or arising from claims asserted within incurred by Seller Indemnitees to the period specified in Section 11.1 insofar as such Losses extent they are a result of, arise out of or are based upon by virtue of (a) the inaccuracy any misrepresentations or breach of any representation or warranty of Purchaser contained set forth in this Agreement or an Attendant Document any exhibit or schedule hereto, or any written statement or certificate furnished or to which Purchaser is a Party; be furnished to Sellers pursuant hereto or in any closing document delivered by Buyer to Sellers in connection herewith or (b) any breach non-fulfillment of any covenant or agreement on the part of Purchaser contained Buyer, set forth in this Agreement or an Attendant Document any exhibit or schedule hereto, or any written statement or certificate furnished or to which Purchaser is a party; or (c) any Assumed Liabilities; provided, however, that within sixty (60) days after learning of the assertion of any third party claim against which any Seller claims indemnification under this Article XI, be furnished to Sellers shall notify Purchaser and afford it the opportunity to join in the defense or settlement thereof at Purchaser's own expense with counsel of its choosing, and Sellers shall cooperate to make available to Purchaser all pertinent information under their control pursuant hereto or in their possession. Failure any closing document delivered by Buyer to so notify shall not effect Seller in connection herewith (other than claims made under the obligation to indemnify unless material prejudice results therefrom. Republic shall have the right to afford Purchaser the opportunity to assume the defense or settlement of such third party claims at its own expense with counsel of its choosing; provided that Purchaser shall not settle any such claim without the prior written consent of Republic, Note which consent shall not be unreasonably withheldsubject to this Article 8). Such obligations apply regardless of the presence of a Third Party Claim (as defined below). For purposes of determining the amount of Damages for which indemnification is provided hereunder (but not for the purpose of determining whether a breach of a representation, conditioned warranty or delayedcovenant has occurred), each of the representations, warranties and covenants made by any party in this Agreement or in any certificate or other instrument delivered pursuant hereto, shall be deemed to have been made without the inclusion of limitations or qualifications as to materiality such as the word “material,” if with the inclusion of such limitation or qualification the representation, warranty or covenant was breached.

Indemnification of Sellers. From and after Subject to the Closing Dateprovisions of this Article 8, Purchaser hereby agrees to Buyer shall indemnify, defend defend, save and hold harmless keep Sellers and their respective Affiliates (other than the Company), and their respective successors and assigns (collectively, the “Seller Indemnitees”) harmless against and from and against any and all Losses resulting Damages sustained or arising from claims asserted within incurred by Seller Indemnitees to the period specified in Section 11.1 insofar as such Losses extent they are a result of, arise out of or are based upon by virtue of (a) the inaccuracy any misrepresentations or breach of any representation or warranty of Purchaser contained set forth in this Agreement or an Attendant Document any exhibit or schedule hereto, or any written statement or certificate furnished or to which Purchaser is a Party; be furnished to Sellers pursuant hereto or in any closing document delivered by Buyer to Sellers in connection herewith, or (b) any breach non-fulfillment of any covenant or agreement on the part of Purchaser contained Buyer, set forth in this Agreement or an Attendant Document any exhibit or schedule hereto, or any written statement or certificate furnished or to which Purchaser is a party; be furnished to Sellers pursuant hereto or (c) in any Assumed Liabilities; provided, however, that within sixty (60) days after learning closing document delivered by Buyer to Sellers in connection herewith. Such obligations apply regardless of the assertion presence of a Third Party Claim (as defined below). For purposes of determining the amount of Damages for which indemnification is provided hereunder (but not for the purpose of determining whether a breach of a representation, warranty or covenant has occurred), each of the representations, warranties and covenants made by any third party claim against which any Seller claims indemnification under in this Article XI, Sellers shall notify Purchaser and afford it the opportunity to join in the defense or settlement thereof at Purchaser's own expense with counsel of its choosing, and Sellers shall cooperate to make available to Purchaser all pertinent information under their control Agreement or in their possession. Failure any certificate or other instrument delivered pursuant hereto, shall be deemed to so notify shall not effect have been made without the obligation inclusion of limitations or qualifications as to indemnify unless material prejudice results therefrom. Republic shall have materiality such as the right to afford Purchaser word “material,” if with the opportunity to assume the defense or settlement inclusion of such third party claims at its own expense with counsel of its choosing; provided that Purchaser shall not settle any such claim without limitation or qualification the prior written consent of Republicrepresentation, which consent shall not be unreasonably withheld, conditioned warranty or delayedcovenant was breached.

Indemnification of Sellers. From and after Subject to the Closing Dateprovisions of this Article 8, Purchaser hereby agrees to Buyer shall indemnify, defend defend, save and hold harmless keep Sellers and their respective Affiliates (other than the Acquired Companies), and their respective successors and assigns (collectively, the “Seller Indemnitees”) harmless against and from and against any and all Losses resulting Damages sustained or arising from claims asserted within incurred by Seller Indemnitees to the period specified in Section 11.1 insofar as such Losses extent they are a result of, arise out of or are based upon by virtue of (ai) the inaccuracy any misrepresentations or breach of any representation or warranty of Purchaser contained set forth in this Agreement or an Attendant Document any exhibit or schedule hereto, or any written statement or certificate furnished or to which Purchaser is a Party; be furnished to Sellers pursuant hereto or in any closing document delivered by Buyer to Sellers in connection herewith or (bii) any breach non-fulfillment of any covenant or agreement on the part of Purchaser contained Buyer, set forth in this Agreement or an Attendant Document any exhibit or schedule hereto, or any written statement or certificate furnished or to which Purchaser is a party; or (c) any Assumed Liabilities; provided, however, that within sixty (60) days after learning of the assertion of any third party claim against which any Seller claims indemnification under this Article XI, be furnished to Sellers shall notify Purchaser and afford it the opportunity to join in the defense or settlement thereof at Purchaser's own expense with counsel of its choosing, and Sellers shall cooperate to make available to Purchaser all pertinent information under their control pursuant hereto or in their possession. Failure any closing document delivered by Buyer to so notify shall not effect Seller in connection herewith (other than claims made under the obligation to indemnify unless material prejudice results therefrom. Republic shall have the right to afford Purchaser the opportunity to assume the defense or settlement of such third party claims at its own expense with counsel of its choosing; provided that Purchaser shall not settle any such claim without the prior written consent of Republic, Note which consent shall not be unreasonably withheldsubject to this Article 8). Such obligations apply regardless of the presence of a Third Party Claim (as defined below). For purposes of determining the amount of Damages for which indemnification is provided hereunder (but not for the purpose of determining whether a breach of a representation, conditioned warranty or delayedcovenant has occurred), each of the representations, warranties and covenants made by any party in this Agreement or in any certificate or other instrument delivered pursuant hereto, shall be deemed to have been made without the inclusion of limitations or qualifications as to materiality such as the word “material,” if with the inclusion of such limitation or qualification the representation, warranty or covenant was breached.