Common use of Indemnification by the Parent Clause in Contracts

Indemnification by the Parent. The Parent shall indemnify the Purchaser and its Affiliates against, and agree to hold each of them harmless from, any and all damage, loss, Liability or expense (including reasonable expenses of investigation and reasonable attorneys’ fees and expenses in connection with any action, suit or proceeding) (“Losses”) incurred or suffered by the Purchaser or any of its Affiliates because of (1) any breach of a representation or warranty of the Parent contained in Section 4.1 (provided, however, that for the purpose of this provision, with respect to any such representation or warranty (other than the representation and warranty contained in Section 4.1(e)) that contains a qualification or limitation by reference to a “Material Adverse Effect”, a breach of such representation or warranty shall be deemed to have occurred if there would have been a breach of such representation or warranty absent such qualification or limitation), (2) any material breach of an agreement or covenant made by the Parent in this Agreement, (3) any Excluded Liability, (4) any failure of the Parent, the Purchaser or any of their Affiliates to comply with any applicable “bulk sales” or similar Requirement of Law in connection with the consummation of the transactions contemplated hereby, (5) any failure by the Parent or any of its Affiliates or any of their respective agents, directors, officers or employees to comply with any federal, state or local law or regulation with respect to the Business at any time prior to the Closing, (6) any action, suit, proceeding or claim or other litigation, or any investigation by a Governmental Authority with respect to the Business involving the Parent or any of its Affiliates or any of their respective agents, directors, officers or employees arising out of any action or inaction with respect to the Business prior to the Closing, (7) the failure by the Parent or any of its Affiliates or any of their respective agents, directors, officers or employees to disclose Account Agreement terms to Cardholders at any time prior to the Closing, or (8) any false or misleading advertising or other misrepresentation by the Parent or any of its Affiliates or any of their respective agents, directors, officers or employees to Cardholders prior to the Closing. Notwithstanding the foregoing, the Purchaser and its Affiliates shall not be entitled to indemnity pursuant to clause (1) of this Section 9.2: (a) in respect of any individual set of claims, facts or occurrences or any series of related claims, facts or occurrences (each such individual set of claims, facts or occurrences, a “De Minimis Claim”) if the aggregate Losses in respect of such De Minimis Claim are less than the De Minimis Claim Amount; (b) for any Losses until the aggregate amount of all Losses incurred or suffered by the Purchaser or any of its Affiliates (excluding Losses related to all De Minimis Claims) exceeds the Deductible Amount, in which case the Purchaser and its Affiliates shall be entitled to indemnification for the full amount of Losses in excess of the Deductible Amount; and (c) for Losses, in the aggregate, incurred or suffered by the Purchaser or any of its Affiliates in excess of the Indemnity Cap.

Indemnification by the Parent. The Parent shall agrees to indemnify and hold harmless each Purchaser, the partners, members, officers and directors of each Purchaser and its Affiliates againsteach Person or entity, if any, who controls such Purchaser or any of the foregoing within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and agree to hold each of them harmless fromagainst any losses, any and all damageclaims, lossdamages or liabilities (collectively, Liability or expense (including reasonable expenses of investigation and reasonable attorneys’ fees and expenses in connection with any action, suit or proceeding) (“Losses”) incurred to which they may become subject (under the Securities Act or suffered otherwise) insofar as such Losses (or actions or proceedings in respect thereof) arise out of, or are based upon, any material breach of this Agreement or any other Offering Document by the Purchaser Parent or any of its Affiliates because of (1) any breach untrue statement or alleged untrue statement of a representation material fact contained in the Registration Statement or warranty any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading or arise out of any failure by the Parent contained to fulfill any undertaking included in Section 4.1 (the Registration Statement and the Parent will, as incurred, reimburse such Purchaser, partner, member, officer, director or controlling Person for any legal or other expenses reasonably incurred in investigating, defending or preparing to defend any such action, proceeding or claim; provided, however, that the Parent shall not be liable in any such case to the extent that such Loss arises out of, or is based upon, an untrue statement or omission or alleged untrue statement or omission made in such Registration Statement in reliance upon and in conformity with written information furnished to the Parent by or on behalf of such Purchaser, partner, member, officer, director or controlling Person specifically for use in preparation of the purpose Registration Statement or any breach of this provisionAgreement by such Purchaser; provided further, with respect however, that the Parent shall not be liable to any such representation Purchaser of Registrable Securities (or warranty (other than the representation and warranty contained in Section 4.1(e)) that contains a qualification any partner, member, officer, director or limitation by reference to a “Material Adverse Effect”, a breach controlling Person of such representation Purchaser) to the extent that any such Loss is caused by an untrue statement or warranty shall be omission or alleged untrue statement or omission made in any preliminary prospectus if either (i) (A) such Purchaser failed to send or deliver a copy of the final prospectus with or prior to, or, if Rule 172 is then in effect, such Purchaser failed to confirm that a final prospectus was deemed to have occurred if there would have been a breach be delivered prior to, the delivery of written confirmation of the sale by such representation Purchaser to the Person asserting the claim from which such Loss resulted and (B) the final prospectus corrected such untrue statement or warranty absent such qualification or limitation)omission, (2ii) any material breach (X) such untrue statement or omission is corrected in an amendment or supplement to the prospectus and (Y) having previously been furnished by or on behalf of an agreement the Parent with copies of the prospectus as so amended or covenant made supplemented or, if Rule 172 is then in effect, notified by the Parent that such amended or supplemented prospectus has been filed with the SEC, such Purchaser thereafter fails to deliver such prospectus as so amended or supplemented, with or prior to, or, if Rule 172 is then in this Agreementeffect, (3) any Excluded Liabilitysuch Purchaser fails to confirm that the prospectus as so amended or supplemented was deemed to be delivered prior to, (4) any failure the delivery of written confirmation of the Parent, the Purchaser or any sale of their Affiliates to comply with any applicable “bulk sales” or similar Requirement of Law in connection with the consummation of the transactions contemplated hereby, (5) any failure by the Parent or any of its Affiliates or any of their respective agents, directors, officers or employees to comply with any federal, state or local law or regulation with respect a Registrable Security to the Business at any time prior to Person asserting the Closing, claim from which such Loss resulted or (iii) such Purchaser sold Registrable Securities in violation of such Purchaser’s covenant contained in Paragraph (6) any action, suit, proceeding or claim or other litigation, or any investigation by a Governmental Authority with respect to the Business involving the Parent or any of its Affiliates or any of their respective agents, directors, officers or employees arising out of any action or inaction with respect to the Business prior to the Closing, (7) the failure by the Parent or any of its Affiliates or any of their respective agents, directors, officers or employees to disclose Account Agreement terms to Cardholders at any time prior to the Closing, or (8) any false or misleading advertising or other misrepresentation by the Parent or any of its Affiliates or any of their respective agents, directors, officers or employees to Cardholders prior to the Closing. Notwithstanding the foregoing, the Purchaser and its Affiliates shall not be entitled to indemnity pursuant to clause (1) of this Section 9.2: (a) in respect of any individual set of claims, facts or occurrences or any series of related claims, facts or occurrences (each such individual set of claims, facts or occurrences, a “De Minimis Claim”) if the aggregate Losses in respect of such De Minimis Claim are less than the De Minimis Claim Amount; (b) for any Losses until the aggregate amount of all Losses incurred or suffered by the Purchaser or any of its Affiliates (excluding Losses related to all De Minimis Claims) exceeds the Deductible Amount, in which case the Purchaser and its Affiliates shall be entitled to indemnification for the full amount of Losses in excess of the Deductible Amount; and (c) for Losses, in the aggregate, incurred or suffered by the Purchaser or any of its Affiliates in excess of the Indemnity Capbelow.

Indemnification by the Parent. The Parent shall agrees to indemnify and hold harmless each Selling Shareholder and each person, if any, who controls such Selling Shareholder within the Purchaser meaning of the Securities Act (a "Selling Shareholder Affiliate"), from and its Affiliates againstagainst any losses, claims, damages or liabilities to which such Selling Shareholder or Selling Shareholder Affiliate may become subject (under the Securities Act or otherwise) insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of, or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, (ii) the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (iii) any failure by Parent to fulfill any undertaking included in the Registration Statement (each, a "Violation"), and agree to hold each of them harmless fromParent will pay, as incurred, any and all damage, loss, Liability reasonable legal or expense (including reasonable other expenses of investigation and reasonable attorneys’ fees and expenses reasonably incurred by any person entitled to be indemnified pursuant to this Section 2(a) in connection with investigating, defending or preparing to defend any action, suit proceeding or proceeding) (“Losses”) incurred or suffered by the Purchaser or any of its Affiliates because of (1) any breach of a representation or warranty of the Parent contained in Section 4.1 (claim relating to such Violation; provided, however, that for the purpose of indemnity contained in this provision, with respect Section 2(a) shall not apply to any amounts paid by, or on behalf of, a Selling Shareholder or a Selling Shareholder Affiliate in settlement of any such representation loss, claim, damage or warranty liability if such settlement is effected without the consent of Parent (other than the representation and warranty contained in Section 4.1(ewhich consent shall not be unreasonably withheld)) that contains a qualification or limitation by reference , nor shall Parent be liable to a “Material Adverse Effect”Selling Shareholder or a Selling Shareholder Affiliate in any such case to the extent that such loss, claim, damage or liability arises out of, or is based upon a breach of such representation or warranty shall be deemed to have occurred if there would have been a breach of such representation or warranty absent such qualification or limitation), (2) any material breach of an agreement or covenant made by the Parent Violation which occurs in this Agreement, (3) any Excluded Liability, (4) any failure of the Parent, the Purchaser or any of their Affiliates to comply reliance upon and in conformity with any applicable “bulk sales” or similar Requirement of Law written information furnished expressly for use in connection with the consummation of the transactions contemplated hereby, (5) any failure such Registration Statement by the Parent or any of its Affiliates or any of their respective agents, directors, officers or employees to comply with any federal, state or local law or regulation with respect to the Business at any time prior to the Closing, (6) any action, suit, proceeding or claim or other litigation, or any investigation by a Governmental Authority with respect to the Business involving the Parent or any of its Affiliates or any of their respective agents, directors, officers or employees arising out of any action or inaction with respect to the Business prior to the Closing, (7) the failure by the Parent or any of its Affiliates or any of their respective agents, directors, officers or employees to disclose Account Agreement terms to Cardholders at any time prior to the Closing, or (8) any false or misleading advertising or other misrepresentation by the Parent or any of its Affiliates or any of their respective agents, directors, officers or employees to Cardholders prior to the Closing. Notwithstanding the foregoing, the Purchaser and its Affiliates shall not be entitled to indemnity pursuant to clause (1) of this Section 9.2: (a) in respect of any individual set of claims, facts or occurrences or any series of related claims, facts or occurrences (each such individual set of claims, facts or occurrences, a “De Minimis Claim”) if the aggregate Losses in respect of such De Minimis Claim are less than the De Minimis Claim Amount; (b) for any Losses until the aggregate amount of all Losses incurred or suffered by the Purchaser or any of its Affiliates (excluding Losses related to all De Minimis Claims) exceeds the Deductible Amount, in which case the Purchaser and its Affiliates shall be entitled to indemnification for the full amount of Losses in excess of the Deductible Amount; and (c) for Losses, in the aggregate, incurred or suffered by the Purchaser or any of its Affiliates in excess of the Indemnity CapSelling Shareholder.