Common use of Purchaser's Indemnification of Seller Clause in Contracts

Purchaser's Indemnification of Seller. Subject to limitations in this ARTICLE IX, from and after the Closing, Purchaser shall indemnify, hold harmless and defend Seller and its directors, officers, employees, representatives, agents, controlling persons and its and their respective successors and assigns (together with Seller, the “Seller Indemnified Parties”) from and against any Loss incurred by the Seller Indemnified Parties to the extent arising out of or relating to (a) any breach by Purchaser of any representation, warranty, covenant or agreement contained herein, (b) actions or omissions of the Purchaser Indemnified Parties occurring from and after the Effective Time in conducting the transactions and operations at the Branch Offices, (c) any claim arising after the Effective Time with respect to the Transferred Assets and Assumed Liabilities that relates to actions taken by Purchaser after the Effective Time, (d) actions or omissions of the Purchaser Indemnified Parties occurring between the date of this Agreement and the Effective Time pursuant to Section 6.14(a) of this Agreement with respect to the Branch Offices, (e) pursuant to Purchaser’s indemnity obligations in Section 5.15(d) of this Agreement, (f) any claims by a third party or Governmental Authority for violations of Environmental Laws occurring after the Effective Time, or (g) claims made by Transferred Employees with respect to employment or service with the Purchaser after the Effective Time. Claims for indemnity must be made within the time frame set forth in Section 9.3(a).

Purchaser's Indemnification of Seller. Subject Purchaser agrees to limitations in this ARTICLE IX, from and after the Closing, Purchaser shall indemnify, defend and hold harmless Seller, its successors and defend Seller assigns, and its their respective directors, officers, employeesaffiliates, representativesshareholders, agents, controlling persons employees and its agents (individually a "Seller Indemnitee" and their respective successors and assigns (together with Seller, collectively the “"Seller Indemnified Parties”Indemnitees") harmless from and against any Loss incurred by the Seller Indemnified Parties to the extent and all liability, loss, cost, damage and/or expense (including, without limitation, reasonable expense of investigation, reasonable attorney's fees and costs) arising out of or relating attributable to: (i) the Total Assets, the Businesses, the Real Estate, the Assumed Contracts, the Retained Liabilities and the Assumed Liabilities, and arising from events occurring after the Transfer Time except as otherwise provided herein; (ii) all liabilities of Purchaser and all liabilities of Seller expressly assumed by Purchaser pursuant to this Agreement of any nature, whether accrued, absolute, contingent or otherwise; (aiii) any material breach of any of Purchaser's representations and warranties contained herein; or (iv) breach of any covenant by Purchaser; (v) any activities of Purchaser, its agents, employees, representatives or contractors upon the Real Estate in connection with the exercise by Purchaser of any representation, warranty, covenant its rights under Section 10.1 or agreement contained herein, Section 10.8; (bvi) actions Purchaser's entry onto the Real Estate; (vii) the presence on the Premises and the activities of Purchaser's employees who are referred to in Section 10.24; (viii) all liabilities and obligations arising from or omissions of the Purchaser Indemnified Parties occurring from and after the Effective Time in conducting the transactions and operations at the Branch Offices, (c) any claim arising after the Effective Time with respect related to the Transferred Assets Assumed Contracts which arose from events or matters occurring subsequent to the Transfer Time; (ix) all liability for labor and Assumed Liabilities that relates materials furnished to actions taken the Real Estate subsequent to the Transfer Time; (x) all liability for Star Agreements assumed by Purchaser after the Effective Time, (d) actions which arise from or omissions of the Purchaser Indemnified Parties relate to events or matters occurring between the date of this Agreement and the Effective Time pursuant to Section 6.14(a) of this Agreement with respect subsequent to the Branch OfficesTransfer Time; (xi) all liability under, (e) pursuant violation of or non-compliance with any Laws by Purchaser arising from or relating to Purchaser’s indemnity obligations in Section 5.15(d) of this Agreement, (f) any claims by a third party matters or Governmental Authority for violations of Environmental Laws events arising or occurring after subsequent to the Effective Transfer Time, or (g) claims made by Transferred Employees with respect to employment or service with the Purchaser after the Effective Time. Claims for indemnity must be made within the time frame set forth in Section 9.3(a).