Indemnity of Seller. Purchaser agrees to indemnify, defend and hold Seller harmless from and against any and all Losses (as hereinafter defined) arising out of or resulting from the breach by Purchaser of any representation, warranty, covenant or agreement contained in this Agreement or the schedules and exhibits hereto. For purposes of Section 3.4, the term “Losses” shall mean all damages, costs and expenses (including reasonable attorneys’ fees) of every kind, nature or description, it being the intent of the Parties that the amount of any such Loss shall be the amount necessary to restore the indemnified party to the position it would have been in (economically or otherwise), including any costs or expenses incident to such restoration, had the breach, event, occurrence or condition occasioning such Loss never occurred. Notwithstanding the foregoing provisions of this section, no claim for indemnification shall be made by Seller under this section unless and until the aggregate amount of all Losses of Seller in respect thereof shall exceed $15,000, but then such indemnified parties shall be entitled to all indemnifiable Losses above and below such threshold.
Indemnity of Seller. Without limiting any other rights which any such ------------------- Person may have hereunder or under applicable law, Seller hereby agrees to indemnify Purchaser, and each of its assigns (including the third party beneficiaries specified in Section 8.10), and all officers, directors, employees ------------ and agents of any of the foregoing (each a "Purchase and Sale Indemnified ----------------------------- Party"), forthwith on demand, from and against any and all damages, losses, ----- claims, liabilities and related costs and expenses, including reasonable attorneys' fees and disbursements (all of the foregoing being collectively referred to as "Indemnified Amounts") awarded against or incurred by any of them ------------------- arising out of or relating to (i) claims asserted against a Purchase and Sale Indemnified Party by a Person, and relating to the transactions contemplated by the Transaction Documents or the Student Loans, (ii) acts or omissions by the Master Servicer or any Sub-Servicer, (iii) the items described in clause (i) ---------- through (iv) of the last sentence of this Section 7.1, or (iv) use of proceeds ---- ----------- hereunder, excluding, however, (a) Indemnified Amounts to the extent determined --------- ------- by a court of competent jurisdiction to have resulted from gross negligence or willful misconduct on the part of such Purchase and Sale Indemnified Party, (b) recourse for Defaulted Student Loans, and (c) Indemnified Amounts arising out of any taxes, fees, assessments, interest, or penalties arising out of, assessed against or based upon the income or gross receipts of any Purchase and Sale Indemnified Party or any failure or delay in filing an accurate return with respect thereto and imposed by the jurisdiction under the laws of which such Purchase and Sale Indemnified Party was organized. Without limiting the foregoing, Seller shall indemnify each Purchase and Sale Indemnified Party for Indemnified Amounts arising out of or relating to:
Indemnity of Seller. Subject to the limitations of paragraph 7.3, Buyer agrees to indemnify, defend and hold Seller and each Shareholder harmless from and against each, any, and all Claims asserted by a third party or parties against Seller or any Shareholder arising from, based upon, or on account of any breach, failure to perform, or non-fulfillment by Buyer of any covenant, agreement, term, condition, certificate, representation, or warranty contained in this Agreement; provided, however, that the obligation to indemnify hereunder shall in no event exceed, in the aggregate, the amount of the Purchase Price. As to each Claim, the obligations arising hereunder shall include but not be limited to an obligation to pay to or for Seller and Shareholders all costs incurred in investigating, defending, or settling such Claim (including all reasonable attorneys' or experts' fees).
Indemnity of Seller. Subject to the provisions provided hereafter limiting the liability of Seller, Seller hereby agrees to indemnify and defend, at its sole cost and expense, and hold Purchaser, its successors and assigns, harmless from and against and to reimburse Purchaser with respect to any and all claims, demands, actions, causes of action, losses, damages, liabilities; costs and expenses (including without limitation reasonable attorneys' fees and court costs) of any and every kind or character, known or unknown, fixed or contingent, asserted against or incurred by Purchaser at any time and from time to time by reason of or arising out of (a) the breach of any representation or warranty of Seller set forth in this Agreement, (b) the failure of Seller, in whole or in part, to perform any obligation required to be performed by Seller pursuant to Section 6.1, or (c) except for the matters disclosed herein or in the Disclosure Schedule, the ownership, construction, occupancy, operation, use and maintenance of the Property prior to the Closing Date, or (d) the violation on or before the Closing Date of any Hazardous Material Law in effect on or before the Closing Date and any and all matters arising out of any act, omission, event or circumstance existing or occurring on or prior to the Closing Date (including without limitation the presence on the Property or release from the Property of Hazardous Materials disposed of or otherwise released prior to the Closing Date) which results in a violation of a Hazardous Materials Law, regardless of whether the act, omission, event or circumstance constituted a violation of any Hazardous Materials Law at the time of its existence or occurrence. The provisions of this Section 6.2 shall survive the Closing of the transaction contemplated by this Agreement and shall continue thereafter in full force and effect for the benefit of Purchaser, its successors and assigns, and, notwithstanding any provision of this Agreement to the contrary, Purchaser may exercise any right or remedy Purchaser may have at law or in equity should Seller fail to meet, comply with or perform its indemnity obligations required by this Section 6.2.
Indemnity of Seller. The Company agrees to defend, indemnify and hold harmless Seller from and against, and to reimburse each Seller with respect to, all liabilities, losses, costs and expenses, including, without limitation, reasonable attorneys’ fees and disbursements (“Seller’s Losses”), asserted against or incurred by such Seller by reason of, arising out of, or in connection with any material breach of any representation or warranty contained in this Agreement made by the Company or in any document or certificate delivered by the Company pursuant to the provisions of this Agreement or in connection with the transactions contemplated thereby. Notwithstanding the foregoing provisions of this Section 6.1, no claim for indemnification shall be made by each Seller against the Company unless and until the aggregate Seller’s Losses shall exceed $25,000.
Indemnity of Seller. Seller agrees to defend, indemnify and hold harmless the Company from and against, and to reimburse the Company with respect to, all Losses, including, without limitation, reasonable attorneys’ fees and disbursements, asserted against or incurred by the Company by reason of, arising out of, or in connection with any material breach of any representation or warranty contained in this Agreement and made by Seller or in any document or certificate delivered by Seller pursuant to the provisions of this Agreement or in connection with the transactions contemplated thereby.
Indemnity of Seller. Purchaser will indemnify, defend, and hold harmless Seller and its Affiliates and each of their respective directors, officers, employees, agents, successors and permitted assigns from and against, and pay and reimburse each such Person for, any and all Losses that any such Person incurs or suffers, which arise, result from or relate to (a) any breach or inaccuracy of any representation or warranty made by Purchaser under this Agreement, (b) the failure by Purchaser to perform or comply with any of the covenants or agreements to be performed or complied with on the part of Purchaser under this Agreement, and (c) any use of Seller's Marks in connection with Purchaser's operation of the Program after the Effective Time, except to the extent such Losses are attributable to Seller's violation of the intellectual property rights of another Person.
Indemnity of Seller. Without limiting any of the remedies set out in Section 11.2 or any other remedies at law or in equity, to the fullest extent permitted by Law, Purchaser shall indemnify Seller, their respective Affiliates, and their respective officers, directors, employees, agents, successors and permitted assigns, from and against, and hold such Persons harmless from, any and all Losses which may at any time be imposed on, incurred by or asserted against such Person by any third party relating to or arising out of (A) any inaccuracy of any representation or warranty of Purchaser contained in any Transaction Document or in any schedule, document, instrument or agreement delivered pursuant hereto or thereto; and (B) any breach or non-performance by Purchaser of any covenant or agreement to be performed by Purchaser contained in any Transaction Document or in any document, instrument or agreement delivered pursuant hereto or thereto.
Indemnity of Seller. Each Seller severally (to the extent of such Seller’s pro rata interest in the RSI Shares) agrees to defend, indemnify and hold harmless the Company from and against, and to reimburse the Company with respect to, all losses, including, without limitation, reasonable attorneys’ fees and disbursements, asserted against or incurred by the Company by reason of, arising out of, or in connection with any material breach of any representation, warranty or covenant contained in this Agreement and made by such Seller or in any document or certificate delivered by such Seller pursuant to the provisions of this Agreement or in connection with the transactions contemplated thereby.
Indemnity of Seller. Purchaser agrees to indemnify and hold harmless Seller, the Company, and their respective officers, directors, agents and employees, successors and assigns from and against and in respect of any and all claims, demands, actions, suits, losses, costs, damages, consequential damages, liabilities, charges, expenses, obligations, judgments, lost profits, diminution in value and deficiencies of any kind or character, including, without limitation, interest and penalties, which may be asserted or secured against, sustained, suffered or incurred by Seller or any of such other persons and arises out of or in any manner is incident to, relates to or is attributable to:
