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 13.03, Purchaser agrees to indemnify, defend, hold harmless, pay and reimburse Seller and its Affiliates and their respective shareholders, partners, members and Representatives (the “Seller Indemnitees”) from and against any and all Losses based upon, resulting from or arising out of:
Indemnification of Seller by Purchaser. Subject to Section 10.3 hereof after the Closing, Purchaser shall indemnify and hold Seller harmless from and against any and all Losses, howsoever incurred, which arises out of or results from:
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. (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. 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. (a) From and after the Closing Date, Purchaser will (and after the Closing will cause the Company to) indemnify and save and hold harmless Seller and its officers, directors and Affiliates and the respective Representatives, successors and assigns of each of the foregoing (collectively, the “Seller Indemnified Parties”) from and against any Covered Losses incurred, sustained or suffered by any such Seller Indemnified Parties -60- NAI-1502820106v1 resulting from or arising out of (i) any breach of any Fundamental Purchaser Representations or (ii) any breach of any covenant or agreement made by Purchaser or, with respect to periods following the Closing, the Company, in this Agreement that survives the Closing Date pursuant to Section 10.01. (b) The Seller Indemnified Parties will not be entitled to assert any indemnification under Section 10.03(a) after the expiration of the applicable survival period pursuant to Section 10.01, except that if, on or prior to the expiration of the applicable survival period, a notice of claim will have been given to Purchaser pursuant to Section 10.04(a) for such indemnification, the survival period with respect to such claim shall be tolled, and the Seller Indemnified Parties will continue to have the right to be indemnified with respect to such indemnification claim until such claim for indemnification has been satisfied or otherwise resolved as provided in this Article 10. (c) Any indemnification of a Seller Indemnified Party pursuant to this Article 10 will be effected by wire transfer or transfers of immediately available funds from Purchaser to an account or accounts designated by the applicable Seller Indemnified Party to Purchaser within 15 days after the final determination thereof. Section 10.04.
Indemnification of Seller by Purchaser. (a) The phrase "and 10.3.1(ix)" is hereby inserted in the second sentence of Section 10.1 of the Agreement after the phrase "10.3.1(iv)".
Indemnification of Seller by Purchaser. From and after the Closing Date, Purchaser shall indemnify and hold harmless Seller, and each of their respective directors, officers, employees and agents, and each of the heirs, executors, successors and assigns of any of the foregoing (each an "Indemnified Seller Party") from and against any and all Claims incurred by or asserted against any of the Indemnified Seller Parties arising or relating to (i) the breach or failure to comply with any representation, warranty, covenant or obligation of Purchaser under this Agreement, or (ii) from the operations, assets, liabilities or activities of the Business after the Closing.
