Indemnification of Purchaser by Seller. Seller agrees to indemnify and hold Purchaser, 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) 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 any of:
Indemnification of Purchaser by Seller. Subject to the terms and conditions of this Article VIII, including, without limitation, the terms and conditions set forth in Sections 8.4 and 8.6, from and after the Closing Date, Seller shall indemnify, defend and hold Purchaser, its Affiliates (including, after the Closing Date, the Company), and each of their respective directors, officers, employees, successors and permitted assigns (collectively, the “Purchaser Indemnified Parties”) harmless from and against any and all losses, liabilities, damages or expenses, including reasonable attorneys’ fees (collectively, “Losses”), that any Purchaser Indemnified Party has suffered, sustained, incurred or become subject to and that arises out of: (a) the breach of any of the representations and warranties of Seller contained in Article III of this Agreement, provided that Losses arising out of any breach of any of the representations and warranties contained in Section 3.4 (Governmental Filings), clause (ii) of Section 3.8(i), Section 3.9 (Legal Proceedings), 3.10 (Compliance with Laws), Section 3.12 (Taxes) and Section 3.14(d) (Employee Benefit Plans) shall be determined without giving effect to any “Material Adverse Effect” or other materiality qualification contained in such representations and warranties; (b) the breach of any covenant or agreement of Seller set forth in this Agreement; (c) all Losses incurred by any Purchaser Indemnified Party in respect of Taxes of Seller or any member of an Affiliated Group of which the Company is a part for any Pre-Closing Tax Period of the Company pursuant to Treasury Regulations Section 1.1502-6 (or analogous state or local Tax law); (d) all Losses incurred by any Purchaser Indemnified Party in respect of Taxes with respect to any Pre-Closing Tax Period and for any Pre-Closing Straddle Period Taxes, except to the extent that the Taxes set forth in clauses (c) and (d) are included as current liabilities in Adjusted Net Working Capital, as finally determined pursuant to Section 2.2 of this Agreement; and (e) all uninsured liability arising out of the pending litigation brought by plaintiffs Xxxxxx X. Xxxxxx, Xxxxxxx Xxxxxx, Xxxxxx Xxxxxx and Xxxxxxxxx Xxxxxx identified on Section 3.9 of the Seller Disclosure Schedule (the “Xxxxxx Litigation”). For purposes of this Article VIII only, “Losses” shall not include any losses, liabilities, damages or expenses that are in the nature of punitive, incidental, consequential, special, treble or indirect damages or damages based ...
Indemnification of Purchaser by Seller. (a) Seller shall keep and save Purchaser, and its affiliates, directors, officers, employees, agents and other representatives, forever harmless from and shall indemnify and defend Purchaser against any and all obligations, judgments, liabilities, penalties, violations, fees, fines, claims, losses, costs, demands, damages, liens, encumbrances and expenses including reasonable attorneys’ fees (collectively, “Damages”), whether direct or consequential and no matter how arising, to the extent, connected with or arising or resulting from (i) any breach of any representation or warranty of Seller under this Agreement, (ii) any breach or default by Seller of any covenant or agreement of Seller under this Agreement, (iii) the Excluded Liabilities, (iv) the Excluded Assets, and (v) all federal, state and local income taxes relating to Seller. No provision in this Agreement shall prevent Seller from pursuing any of its legal rights or remedies that may be granted to Seller by law against any person or legal entity other than Purchaser or any affiliate of Purchaser.
Indemnification of Purchaser by Seller. Seller shall, if Registrable Securities held by or issuable to Seller are included in the securities as to which such registration or qualification is being effected, defend, indemnify and hold harmless Purchaser, each of its directors, officers and employees, and each underwriter (if any) and each person, if any, who controls Purchaser or any such underwriter within the meaning of the Securities Act, against and in respect of all claims, losses, damages, liabilities, penalties, costs and expenses, including reasonable attorneys' fees, and amounts paid in settlement arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any such registration statement, prospectus or other document, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus or other document in reliance upon and in conformity with written information furnished to Purchaser by Seller in a signed document stating that such information is specifically for use therein or in the preparation thereof. Seller shall reimburse Purchaser, and each of such directors, officers, employees, persons or underwriters, for any legal or any other expenses incurred by them in connection with investigating or defending any such claim, loss, damage, liability or action, including reasonable attorneys' fees. The failure on the part of Seller to comply with applicable laws in effecting the sale or other disposition of such Registrable Securities shall also invoke Seller's indemnification as prescribed above. Such indemnity shall be effective notwithstanding any investigation made by or on behalf of Purchaser, any such director, officer, employee, underwriters or controlling person and shall survive the transfer of such securities by such seller.
Indemnification of Purchaser by Seller. (a) From and after the Closing Date, Seller will indemnify and save and hold harmless Purchaser and its officers, directors and Affiliates and the respective Representatives, successors and assigns of each of the foregoing (collectively, the “Purchaser Indemnified Parties”) from and against any Covered Losses incurred, sustained or suffered by any such Purchaser Indemnified Parties resulting from or arising out of (i) the Retained Liabilities, (ii) any breach of any covenant or agreement made by Seller in this Agreement that survives the Closing Date pursuant to Section 10.01, (iii) the matters set forth on Schedule 10.02(a)(iii), (iv) the Applicable Case to the extent relating to (A) the patents that are the subject matter of the Applicable Case as of the Closing or (B) sales made prior to the Closing by Seller or the Company of products related to or alleged to infringe the patents that are the subject matter of the Applicable Case as of the Closing, or (v) any allegation that the conduct of the business of the Company or any of its Subsidiaries prior to the Closing infringes any Related Patent.
Indemnification of Purchaser by Seller. Seller shall indemnify, defend, and hold harmless Purchaser from and against any and all costs, expenses, losses, damages, fines, penalties, or liabilities (including, without limitation, interest which may be imposed in connection therewith, court costs, litigation expenses, and reasonable attorneys' and accounting fees) ("Actual Loss") incurred by Purchaser, directly or indirectly, with respect to, in connection with, arising from, or alleged to result from, arise out of, or be in connection with:
Indemnification of Purchaser by Seller. (a) From and after the Closing Date, Seller and its Affiliates shall indemnify and save and hold harmless Purchaser its Affiliates and their respective officers, directors, employees and agents (including, from and after the Closing, the Companies) (collectively, the “Purchaser Indemnified Parties”) from and against any Covered Losses suffered by any such Purchaser Indemnified Parties directly or indirectly resulting from, arising out of or relating to: (i) any misrepresentation of or inaccuracy, as of the date of this Agreement or as of the Closing Date, in any representation or warranty of Seller in this Agreement (other than Section 2.10, which is dealt with exclusively in Article 7; provided, however, that if any such representation or warranty (other than the representations and warranties contained in Section 2.07 (Financial Statements) and Section 2.08(b) (Events Subsequent to Pro Forma Financial Statements) is qualified in any respect by materiality or Material Adverse Effect, for purposes of this clause (i) such materiality or Material Adverse Effect qualification will in all respects be 41 ignored; (ii) any nonfulfillment or breach of any covenant or agreement made by Seller in this Agreement; (iii) any Retained Liability; and (iv) those items set forth in Section 11.02(a) of the Disclosure Schedule.
Indemnification of Purchaser by Seller. (a) Subject to Section 10.3 hereof after the Closing Date, Seller shall indemnify and hold Purchaser harmless from and against any and all Losses, however incurred, which arise out of or result from any breach by Seller of any representation or warranty of Seller in Section 5.1 of this Agreement.
Indemnification of Purchaser by Seller. From and after the Closing Date, Seller (for purposes of this Section 8.2 only, "Indemnifying Party") shall indemnify, defend, and hold harmless Purchaser, each of its Affiliates, the Acquired Subsidiary, 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 which 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 Purchaser by Seller. The following is hereby inserted at the end of the first sentence of Section 10.2.1 of the Agreement: and (ix) Seller's failure to comply with Section 4.22..
