Common use of Seller’s Indemnity Clause in Contracts

Seller’s Indemnity. Subject to the proviso in the final sentence of Section 9.1, the Seller hereby indemnifies the Buyer against and agrees to hold it harmless from any and all damage, loss, liability and expense (including, without limitation, reasonable expenses of investigation and attorney's fees and expenses in connection with any action, suit or proceeding brought against the Buyer) demanded, claimed or threatened in writing against the Buyer or incurred or suffered by the Buyer arising out of (i) any action taken or omitted to be taken by the Seller prior to the Closing relating to the ownership or operation of the Branch prior to Closing, but excluding any damage, loss, liability or expense resulting from actions taken by the Seller at the written direction of the Buyer; (ii) any misrepresentation or breach of representation, warranty, covenant, agreement or other material term made, contained in or to be performed by the Seller pursuant to this Agreement, the Schedules hereto or the Seller's officer's certificate; and (iii) any claim or demand by any Branch employee arising or related to any alleged act or inaction occurring prior to the Closing (except as may be the result of any action or inaction of the Buyer). The Seller shall not be liable under this Section 9.2 for any settlement effected without its consent (which consent shall not be unreasonably withheld) of any claim, litigation or proceeding in respect of which indemnity may be sought hereunder. The Buyer agrees to give prompt notice to the Seller of the assertion of any claim, or the commencement of any suit, action or proceeding in respect of which indemnity may be sought hereunder. The Seller may, and at the request of the Buyer shall, participate in and control the defense of any such suit, action or proceeding at its own expense.

Seller’s Indemnity. Subject to the proviso in the final sentence of Section 9.1, the The Seller hereby indemnifies the Buyer against and agrees to hold it harmless from any and all damage, loss, liability and expense (including, without limitation, reasonable expenses of investigation and attorney's ’s fees and expenses in connection with any action, suit or proceeding brought against the Buyer) demanded, claimed or threatened in writing against the Buyer or incurred or suffered by the Buyer arising out of (i) any action taken or omitted to be taken by the Seller prior to the Closing relating to the ownership or operation of the Branch Branches prior to Closing, but excluding any damage, loss, liability or expense resulting from actions taken by the Seller at the written direction of the Buyer; and (ii) any material misrepresentation or material breach of representation, warranty, covenant, covenant or agreement or other material term made, contained in or to be performed by the Seller pursuant to this Agreement, the Schedules hereto or the Seller's ’s officer's certificate; and (iii) any claim or demand by any Branch employee arising or related to any alleged act or inaction occurring prior to the Closing (except as may be the result of any action or inaction of the Buyer). ’s certificate The Seller shall not be liable under this Section 9.2 for any settlement effected without its consent (which consent shall not be unreasonably withheld) of any claim, litigation or proceeding in respect of which indemnity may be sought hereunder. The Buyer agrees to give prompt notice to the Seller of the assertion of any claim, or the commencement of any suit, action or proceeding in respect of which indemnity may be sought hereunder. The Seller may, and at the request of the Buyer shall, participate in and control the defense of any such suit, action or proceeding at its own expense.

Seller’s Indemnity. Subject to the proviso in the final sentence of Section 9.1, the Seller hereby indemnifies the Buyer against and agrees to indemnify Purchaser and the other Purchaser Indemnified Parties against, and to hold it Purchaser and the other Purchaser Indemnified Parties harmless from any from, all claims, demands, causes of action, losses, damages, liabilities, costs and all damage, loss, liability and expense expenses (including, without limitation, including reasonable expenses of investigation and attorney's attorneys' fees and expenses disbursements) asserted against or incurred by Purchaser or any of the other Purchaser Indemnified Parties in connection with any action, suit or proceeding brought against the Buyer) demanded, claimed or threatened in writing against the Buyer or incurred or suffered by the Buyer arising out of (i) acts or omissions of Seller or Seller's Representatives, or other matters or occurrences that take place before the Closing and relate to the ownership, maintenance or operation of the Unit that could not be discoverable by a prospective purchaser in the prudent conduct of due diligence in connection with a transaction such as the one contemplated hereby (except to the extent caused by Purchaser's veto of any action taken matter that is submitted to Purchaser as a Purchaser Consent Action) including all losses, costs, damages and expenses incurred by Purchaser and the other Purchaser Indemnified Parties arising from audits performed by current or omitted former tenants of the Unit relating to be taken escalations and pass-throughs charged by the Seller prior to the Closing relating to the ownership or operation of the Branch prior to Closing, but excluding any damage, loss, liability or expense resulting from actions taken by the Seller at the written direction of the Buyer; (ii) any misrepresentation or a breach of any material representation, warrantywarranty or covenant of Seller contained in this Agreement or (iii) the breach of any material representation, covenantwarranty or covenant of Seller, agreement or other material term madeas purchaser, contained in or to be performed by the Seller pursuant to this Agreement, the Schedules hereto or the Unit Two Contract. Seller's officer's certificate; and obligations under this SECTION 19(a) shall survive the Closing for a period of one (iii1) any claim or demand by any Branch employee arising or year. Notwithstanding the foregoing, if a Breach Claim related to any alleged act or inaction occurring a representation made by Seller under this Agreement had been commenced prior to the Closing (except as may be the result of any action or inaction expiration of the Buyer). The Seller shall not be liable under this Section 9.2 for any settlement effected without its consent such one (which consent shall not be unreasonably withheld1) of any claimyear period and is still pending on such date, litigation or proceeding in Seller's obligations with respect of which indemnity may be sought hereunder. The Buyer agrees to give prompt notice solely to the Seller representation underlying the Breach Claim shall survive the Closing until the expiration of the assertion of any claim, or the commencement of any suit, action or proceeding in respect of which indemnity may be sought hereunder. The Seller may, and at the request of the Buyer shall, participate in and control the defense of any Net Worth Retention Period applicable to such suit, action or proceeding at its own expenseBreach Claim.

Seller’s Indemnity. Subject to the proviso in the final sentence Seller shall indemnify and defend Purchaser (and Purchaser's affiliates) and hold Purchaser (and Purchaser's affiliates) harmless from and against any claims, demands, causes of Section 9.1action, debts, liabilities, judgments, losses, damages and expenses, and attorneys' fees and court costs (collectively, the Seller hereby indemnifies the Buyer against and agrees to hold it harmless from "Claims") incurred by Purchaser (or any and all damage, loss, liability and expense of Purchaser's affiliates) on account of (including, without limitation, reasonable expenses a) Claims by persons or entities other than Purchaser (or any of investigation and attorneyPurchaser's fees and expenses affiliates) arising out of or in connection with the ownership, operation or maintenance of the Property by Seller (or any actionof Seller's affiliates or tenants), suit or proceeding brought against the Buyer) demandedany fact, claimed circumstance or threatened in writing against the Buyer or incurred or suffered by the Buyer arising out of (i) any action taken or omitted to be taken by the Seller event which occurred, prior to the Closing relating Date; and (b) Claims resulting from or arising directly or indirectly, in whole or in part, out of the breach of any representation, warranty, covenant or agreement of Seller contained in this Agreement. However, the obligations of Seller hereunder do not apply to, and Seller is not liable to Purchaser (or any of Purchaser's affiliates) in respect of, any Claim to the ownership extent resulting from or operation arising directly or indirectly, in whole or in part out of: (i) Western's right to use and occupy the Property under the Lease (or any agreement or arrangement in substitution therefor or replacement thereof) at any time prior to the Closing Date, or (ii) the breach of the Branch any representation, warranty, covenant or agreement of Seller contained in this Agreement, if prior to Closing, but excluding any damage, loss, liability Purchaser had knowledge of such breach or expense resulting from actions taken by if Seller disclosed the Seller at the written direction existence of the Buyer; (ii) any misrepresentation or such breach of representation, warranty, covenant, agreement or other material term made, contained in or to be performed by the Seller Purchaser pursuant to Section 13 of this Agreement, and Purchaser chose, with such knowledge, to close the Schedules hereto or the Seller's officer's certificate; and (iii) any claim or demand transactions contemplated by any Branch employee arising or related to any alleged act or inaction occurring prior to this Agreement. The indemnities herein shall survive the Closing (except as may be the result of any action or inaction and delivery of the Buyer). The Seller shall not be liable under this Section 9.2 for any settlement effected without its consent (which consent shall not be unreasonably withheld) of any claim, litigation or proceeding in respect of which indemnity may be sought hereunder. The Buyer agrees to give prompt notice to the Seller of the assertion of any claim, or the commencement of any suit, action or proceeding in respect of which indemnity may be sought hereunder. The Seller may, and at the request of the Buyer shall, participate in and control the defense of any such suit, action or proceeding at its own expenseStatutory Warranty Deed.

Seller’s Indemnity. Subject to the proviso in the final sentence of Section 9.1, the Seller hereby indemnifies the Buyer against and agrees to hold it harmless from any and all damage, loss, liability and expense (including, without limitation, reasonable expenses of investigation and investigation, attorney's fees and expenses in connection with any action, suit or proceeding brought against the Buyer) demanded, claimed or threatened in writing against the Buyer or incurred or suffered by the Buyer arising out of (i) any action taken or omitted to be taken by the Seller prior to the Closing relating to the ownership or operation of the Branch Branches, the Accounts or the business or properties of the Branches prior to Closing, but excluding all assumed Liabilities and any damage, loss, liability or expense resulting from actions taken by the Seller at the written direction of Buyer or pursuant to the Buyer; terms of this Agreement, (ii) all Non-Assumed Liabilities, and (iii) any misrepresentation or breach of representation, warranty, covenant, covenant or agreement or other material term made, contained in or to be performed by the Seller pursuant to this Agreement. Any direct claim by Buyer against Seller, the Schedules hereto or the Seller's officer's certificate; and (iii) any as distinguished from a claim or demand against Buyer by any Branch employee arising or related a third party, shall be settled by arbitration pursuant to any alleged act or inaction occurring prior to the Closing (except as may be the result of any action or inaction of the Buyer)Section 11.4. The Seller shall not be liable under this Section 9.2 11.2 for any settlement effected without its consent (which consent shall not be unreasonably withheld) of any claim, litigation or proceeding in with respect of to which indemnity may be sought hereunder. The Buyer agrees to give prompt notice to the Seller of the assertion of any claim, or the commencement of any suit, action or proceeding in with respect of to which indemnity may be sought hereunder. The Seller may, and at the request of the Buyer shall, participate in and control the defense of any such suit, action or proceeding at its own expense.. Section 11.3

Seller’s Indemnity. Subject to the proviso in the final sentence of Section 9.1, the Seller hereby indemnifies the Buyer against and ------------------ agrees to hold it harmless from any and all damage, loss, liability and expense (including, without limitation, reasonable expenses of investigation and attorney's fees and expenses in connection with any action, suit or proceeding brought against the Buyer) demanded, claimed or threatened in writing against the Buyer or incurred or suffered by the Buyer arising out of (i) any action taken or omitted to be taken by the Seller prior to the Closing relating to the ownership or operation of the Branch or its business and properties prior to Closing, but excluding all Liabilities expressly assumed by Buyer pursuant to this Agreement and any damage, loss, liability or expense resulting from actions taken by the Seller at the written direction of the Buyer; and (ii) any misrepresentation or breach of representation, warranty, covenant, agreement or other material term made, contained in or to be performed by the Seller pursuant to this Agreement, the Schedules hereto or the Seller's officer's certificate; and (iii) any claim or demand by any Branch employee arising or related to any alleged act or inaction occurring prior to the Closing (except as may be the result of any action or inaction of the Buyer)all Non-Assumed Liabilities. The Seller shall not be liable under this Section 9.2 for any settlement effected without its ----------- consent (which consent shall not be unreasonably withheld) of any claim, litigation or proceeding in respect of which indemnity may be sought hereunder. The Buyer agrees to give prompt notice to the Seller of the assertion of any claim, or the commencement of any suit, action or proceeding in respect of which that indemnity may be sought hereunder. The Seller may, and at the request of the Buyer shall, participate in and control the defense of any such suit, action or proceeding at its own expense.

Seller’s Indemnity. Subject to the proviso in the final sentence provisions of Section 9.19.4 hereof, the Seller hereby indemnifies the Buyer Purchaser against and agrees to hold it harmless from any and all damage, loss, settlement, obligation, deficiency, liability and expense (including, without limitation, reasonable expenses of investigation and attorney's fees and expenses in connection with any action, suit or proceeding brought against the BuyerPurchaser) demanded, claimed or threatened in writing against the Buyer Purchaser or incurred or suffered by the Buyer Purchaser arising out of any liabilities and assets of Seller not expressly assumed or purchased hereunder by Purchaser including, but not limited to (i) any action taken or omitted to be taken by the Seller prior to the Closing relating to the ownership or operation of the Branch Assets, Liabilities and Branches prior to the Closing, but excluding any damage, loss, liability or expense resulting from actions taken by the Seller at the written direction of the Buyer; (ii) any misrepresentation Employee claims for matters occurring before the Closing or (iii) the breach of representation, a representation or warranty, covenant, covenant or agreement or other material term made, contained in made or to be performed by the Seller (all such claims, damages, losses, settlements, obligations, deficiencies, liabilities and expenses being hereinafter referred to as "Seller Indemnifiable Claims"). Any direct claim by Purchaser against Seller, as distinguished from a claim against Purchaser by a third party, shall be settled by arbitration pursuant to this Agreement, the Schedules hereto or the Seller's officer's certificate; and (iii) any claim or demand by any Branch employee arising or related to any alleged act or inaction occurring prior to the Closing (except as may be the result of any action or inaction of the Buyer). The Article X. Seller shall not be liable under this Section 9.2 for any settlement effected without its consent (which consent shall not be unreasonably withheld) of any claim, litigation or proceeding in respect of which indemnity may be sought hereunder. The Buyer Purchaser agrees to give prompt notice to the Seller of the assertion of any claim, or the commencement of any suit, action or proceeding in respect of which that indemnity may be sought hereunder. The Seller may, and at the request of the Buyer Purchaser shall, (unless Seller disclaims any liability or obligation under this Section 9.2 with respect to such suit, action or proceeding) participate in and control the defense of any such suit, action or proceeding at its own expense.

Seller’s Indemnity. Subject to the proviso in the final sentence of Section 9.1Seller shall indemnify and hold harmless Buyer and its directors, the Seller hereby indemnifies the Buyer officers and employees from and against and agrees to hold it harmless from any and all damageexpenses, lossclaims, liability and expense costs, damages or liabilities, including reasonable attorneys' fees (includingeach an "Indemnified Expense"), without limitation, reasonable expenses of investigation and attorney's fees and expenses in connection with any action, suit or proceeding brought against the Buyer) demanded, claimed or threatened in writing against the Buyer or incurred or suffered by the Buyer arising out of or relating to (i) the material breach of any action taken representation or omitted warranty made by Seller in this Agreement, (ii) any material breach of Seller's covenants contained herein, (iii) claims by third parties, including applicable governmental authorities, relating to be taken by Seller's operations, activities or use of the Seller Purchased Assets prior to the Closing Date, and (iv) any and all actions, suits, proceedings, demands, assessments, penalties, judgments, costs and legal fees and other expenses incurred by Buyer associated with any of the foregoing. Seller shall have no obligation to indemnify Buyer with respect to an Indemnified Expense unless notice of the Indemnified Expense is provided to Seller on or before the seventh anniversary of the Closing Date; provided, however, that the foregoing limitation shall not apply to Indemnified Expenses resulting from federal, state or local tax liability of Seller or the Subsidiaries relating to any period ended on or before Closing and in addition, shall not extend the ownership or operation liability of Seller on any of the Branch prior to Closing, but excluding any damage, loss, liability representations or expense resulting from actions taken by warranties of Seller set forth in this Agreement beyond the Seller at the written direction of the Buyer; (ii) any misrepresentation or breach of representation, warranty, covenant, agreement or other material term made, contained limitation periods set forth in or to be performed by the Seller pursuant to this Agreement, the Schedules hereto or the Seller's officer's certificate; and (iii) any claim or demand by any Branch employee arising or related to any alleged act or inaction occurring prior to the Closing (except as may be the result of any action or inaction of the BuyerSection 6.17(a). The Seller shall not be liable under Buyer hereby acknowledges and agrees that nothing set forth in this Section 9.2 for 11.01 shall in any settlement effected without way limit or restrict its consent (which consent shall not be unreasonably withheld) of any claim, litigation or proceeding in respect of which indemnity may be sought hereunder. The Buyer agrees to give prompt notice to the Seller of the assertion of any claim, or the commencement of any suit, action or proceeding in respect of which indemnity may be sought hereunder. The Seller may, and at the request of the Buyer shall, participate in and control the defense of any such suit, action or proceeding at its own expenseobligations under Section 11.02.

Seller’s Indemnity. Subject to the proviso in the final sentence of Section 9.1, the Seller hereby indemnifies the Buyer against and agrees to hold it harmless from any and all damage, loss, liability and expense (including, without limitation, reasonable expenses of investigation and attorney's fees and expenses in connection with any action, suit or proceeding brought against the Buyer) demanded, claimed or threatened in writing against the Buyer or incurred or suffered by the Buyer arising out of (i) any action taken or omitted to be taken by the Seller prior to the Closing relating to the ownership or operation of the Branch Branches or their respective business and properties prior to Closing, but excluding all Liabilities assumed by Buyer pursuant to this Agreement and any damage, loss, liability or expense resulting from actions taken by the Seller at the written direction of the Buyer; and (ii) all Non-Assumed Liabilities and (iii) any misrepresentation or breach of representation, warranty, covenant, warranty covenant or agreement or other material term made, contained in or to be performed by the Seller under this Agreement. Any direct claim by Buyer against Seller, as distinguished from a claim against Buyer by a third party, shall be settled by arbitration pursuant to this Agreement, the Schedules hereto or the Seller's officer's certificate; and (iii) any claim or demand by any Branch employee arising or related to any alleged act or inaction occurring prior to the Closing (except as may be the result of any action or inaction of the Buyer)Section 11.4. The Seller shall not be liable under this Section 9.2 11.2 for any settlement effected without its consent (which consent shall not be unreasonably withheld) of any claim, litigation or proceeding in respect of which indemnity may be sought hereunder. The Buyer agrees to give prompt notice to the Seller of the assertion of any claim, or the commencement of any suit, action or proceeding in respect of which that indemnity may be sought hereunder. The Seller may, and at the request of the Buyer shall, participate in and control the defense of any such suit, action or proceeding at its own expense.

Seller’s Indemnity. Subject to the proviso in the final sentence of Section 9.1, the Seller hereby indemnifies the Buyer against and agrees to hold it harmless from any and all damage, loss, liability and expense (including, without limitation, reasonable expenses of investigation and attorney's fees and expenses in connection with any action, suit or proceeding brought against the Buyer) demanded, claimed or threatened in writing against the Buyer or incurred or suffered by the Buyer arising out of (i) any action taken or omitted to be taken by the Seller prior to the Closing relating to the ownership or operation of the Branch prior to Closing, but excluding any damage, loss, liability or expense resulting from actions taken by the Seller at the written direction of the Buyer; (ii) any misrepresentation or breach of representation, warranty, covenant, covenant or agreement or other material term made, contained in or to be performed by the Seller pursuant to this Agreement, the Schedules hereto or the Seller's officer's certificate; and (iii) any claim or demand by any Branch employee arising or related to any alleged act or inaction occurring prior to of the Closing Seller who shall not become an employee of the Buyer (except as may be the result of any action or inaction of the Buyer). The Seller shall not be liable under this Section 9.2 for any settlement effected without its consent (which consent shall not be unreasonably withheld) of any claim, litigation or proceeding in respect of which indemnity may be sought hereunder. The Buyer agrees to give prompt notice to the Seller of the assertion of any claim, or the commencement of any suit, action or proceeding in respect of which indemnity may be sought hereunder. The Seller may, and at the request of the Buyer shall, participate in and control the defense of any such suit, action or proceeding at its own expense.