Common use of By the Purchaser Clause in Contracts

By the Purchaser. The Purchaser shall indemnify, defend, and hold harmless the Seller and any officer, director, employee or agent of the Seller (each, a “Seller Indemnified Person”) against, any and all Losses as a result of any Third Party Claim to the extent arising from (x) any breach of any representation, warranty or covenant of the Purchaser contained herein; (y) any act of gross negligence or willful misconduct of the Purchaser relating to the Purchased Loans occurring after the applicable Purchase Date; and (z) the acts or omissions of any servicer or relating to the servicing of the Purchased Loans, in either case occurring after the applicable Purchase Date. Notwithstanding the foregoing, (a) the Purchaser shall have no obligation to indemnify any Seller Indemnified Person for any matter that arises, or for which the Claim Notice by the Seller Indemnified Person in accordance with Section 9.03 is made, other than with respect to a Loss arising as described above from a breach of a covenant, more than three (3) years, after the applicable Purchase Date, and (b) the Purchaser’s indemnification obligations shall not arise to the extent the related Loss relates to (1) the acts or omissions of the Seller or its Affiliates, designees, or subcontractors occurring prior to the applicable Purchase Date, (2) the acts or omissions of any servicer or to the servicing of the Purchased Loans prior to the applicable Purchase Date, (3) the breach of any representation or warranty made or given to or for the benefit of the Purchaser by the Seller under this Agreement or (4) the gross negligence or willful misconduct of the Seller. Notwithstanding the limitation in clause (a) of the immediately preceding sentence, any obligation to indemnify, defend and hold harmless pursuant to this Section 9.02 shall not terminate with respect to any item as to which any Seller Indemnified Person shall have, before the expiration of the applicable survival period, previously made a bona fide claim by delivering notice of such claim to the Purchaser indemnifying party in accordance with this Section 9.02 until final resolution of such claim. Further notwithstanding any other provision of this Agreement, the Seller will not be entitled to indemnity pursuant to this Section 9.02 unless Federal Buyer Losses exceed, on an annual basis, the Deductible Amount, and then only to the extent of such excess. This Section shall survive any termination of this Agreement.

By the Purchaser. The Purchaser shall indemnify, defend, and hold harmless the Seller and any officer, director, employee or agent of the Seller (each, a “Seller Indemnified Person”) against, any and all Losses as a result of any Third Party Claim to the extent arising from (x) any breach of any representation, warranty or covenant of the Purchaser contained herein; , (y) any act of gross negligence or willful misconduct of the Purchaser relating to the Purchased Loans occurring after the applicable Purchase Date; , and (z) the acts or omissions of any servicer or relating to the servicing of the Purchased Loans, in either case occurring after the applicable Purchase Date. Notwithstanding the foregoing, (a) the Purchaser shall have no obligation to indemnify any Seller Indemnified Person for any matter that arises, or for which the Claim Notice by the Seller Indemnified Person in accordance with Section 9.03 is made, other than with respect to a Loss arising as described above from a breach of a covenant, more than three (3) years, after the applicable Purchase Date, and (b) the Purchaser’s indemnification obligations shall not arise to the extent the related Loss relates to (1) the acts or omissions of the Seller or its Affiliates, designees, or subcontractors occurring prior to the applicable Purchase Date, (2) the acts or omissions of any servicer or to the servicing of the Purchased Loans prior to the applicable Purchase Date, (3) the breach of any representation or warranty made or given to or for the benefit of the Purchaser by the Seller under this Agreement or (4) the gross negligence or willful misconduct of the Seller. Notwithstanding the limitation in clause (a) of the immediately preceding sentence, any obligation to indemnify, defend and hold harmless pursuant to this Section 9.02 shall not terminate with respect to any item as to which any Seller Indemnified Person shall have, before the expiration of the applicable survival period, previously made a bona fide claim by delivering notice of such claim to the Purchaser indemnifying party in accordance with this Section 9.02 until final resolution of such claim. Further notwithstanding any other provision of this Agreement, the Seller will not be entitled to indemnity pursuant to this Section 9.02 unless Federal Buyer the aggregate amount for all Losses exceedthat are subject to indemnification pursuant to this Section 9.02 exceeds, on an annual basis, the Deductible Amount, and then only to the extent of such excess. This Section shall survive any termination of this Agreement.

By the Purchaser. The From and after the Closing, the Purchaser shall indemnify, defendshall, and shall cause the Company to, indemnify and hold harmless the Seller and any officerits successors, directoremployees, employee or agent of representatives, Affiliates and agents (the Seller (each, a “Seller Indemnified PersonParties”) against, harmless from and against any and all Losses Damages incurred or sustained by the Seller Indemnified Parties as a result of any Third Party Claim to (i) the extent arising from (x) any breach non-fulfillment of any representation, warranty covenant or covenant of the Purchaser contained herein; (y) any act of gross negligence or willful misconduct of the Purchaser relating to the Purchased Loans occurring after the applicable Purchase Date; and (z) the acts or omissions of any servicer or relating to the servicing of the Purchased Loans, in either case occurring after the applicable Purchase Date. Notwithstanding the foregoing, (a) the Purchaser shall have no obligation to indemnify any Seller Indemnified Person for any matter that arises, or for which the Claim Notice by the Seller Indemnified Person in accordance with Section 9.03 is made, other than with respect to a Loss arising as described above from a breach of a covenant, more than three (3) years, after the applicable Purchase Date, and (b) the Purchaser’s indemnification obligations shall not arise to the extent the related Loss relates to (1) the acts or omissions of the Seller or its Affiliates, designees, or subcontractors occurring prior to the applicable Purchase Date, (2) the acts or omissions of any servicer or to the servicing of the Purchased Loans prior to the applicable Purchase Date, (3) the breach of any representation or warranty made or given to or for on the benefit part of the Purchaser contained in this Agreement, and (ii) the ownership of the Shares, or the business or operations of the Company, after the Closing, provided that there shall not be any duplicative payments or indemnities by the Purchaser, and provided, further, that any indemnification relating to Tax matters shall be governed solely by Section 4.3. Notwithstanding anything in this Agreement to the contrary: (A) The amount of any Damages incurred by the Seller under Indemnified Parties shall be reduced by the net amount of the Tax benefits actually realized by the Seller Indemnified Parties (other than the Company) by reason of such Damage. For purposes of this Agreement a Tax benefit shall be treated as actually realized by the Seller only to the extent it actually decreases the Taxes required to be paid by the Seller during the Tax period such Tax benefit is incurred or (4) in the gross negligence or willful misconduct following Tax period of the Seller. Notwithstanding Seller assuming the limitation in clause Seller uses all other tax attributes available to the Seller prior to the use of such Tax benefit. (aB) The amount of any Damages incurred by the immediately preceding sentence, any obligation to indemnify, defend and hold harmless pursuant to this Section 9.02 shall not terminate with respect to any item as to which any Seller Indemnified Person Parties shall have, before be reduced by the expiration of the applicable survival period, previously made a bona fide claim by delivering notice of such claim to the Purchaser indemnifying party in accordance with this Section 9.02 until final resolution of such claim. Further notwithstanding any other provision of this Agreement, net amount the Seller will Indemnified Parties actually recover (after deducting all reasonable attorneys’ fees, out-of-pocket expenses and other costs of recovery) from any insurer or other party liable for such Damages. (C) The Seller Indemnified Parties shall not be entitled to indemnity indemnification for those portions of any Damages that were subject to an adjustment to the Fixed Purchase Price pursuant to this Section 9.02 unless Federal Buyer Losses exceed, on an annual basis, the Deductible Amount, and then only to the extent of such excess. This Section shall survive any termination of this Agreement1.3.

By the Purchaser. The From and after the Closing, subject to ---------------- Section 7.1 the Purchaser shall indemnify, defend, agrees to indemnify and hold harmless the Seller each Seller, each Non-Company Affiliate and any officer, each director, employee officer employee, agent, representative, successor or agent assign of any of the foregoing (collectively, "Seller (each, a “Indemnitees") from and against any Damages incurred or sustained by ------------------- Seller Indemnified Person”) against, any and all Losses Indemnitees as a result of any Third Party Claim to (i) the extent arising from (x) any breach or non-fulfillment by the Purchaser of any representation, warranty agreement or covenant of set forth in this Agreement or the Purchaser contained herein; (y) any act of gross negligence or willful misconduct of the Purchaser relating to the Purchased Loans occurring after the applicable Purchase Date; and (z) the acts or omissions of any servicer or relating to the servicing of the Purchased Loans, in either case occurring after the applicable Purchase Date. Notwithstanding the foregoing, (a) the Purchaser shall have no obligation to indemnify any Seller Indemnified Person for any matter that arises, or for which the Claim Notice by the Seller Indemnified Person in accordance with Section 9.03 is made, other than with respect to a Loss arising as described above from a breach of a covenant, more than three (3) years, after the applicable Purchase DateAncillary Agreements, and (b) the Purchaser’s indemnification obligations shall not arise to the extent the related Loss relates to (1) the acts or omissions of the Seller or its Affiliates, designees, or subcontractors occurring prior to the applicable Purchase Date, (2) the acts or omissions of any servicer or to the servicing of the Purchased Loans prior to the applicable Purchase Date, (3ii) the breach of any representation or warranty made set forth in this Agreement, and provided, that there shall not be any duplicative -------- payments or given to or for indemnities by the benefit Purchaser. The rights of the Purchaser Seller Indemnitees to indemnification under this Section 7 shall be limited as follows: (a) The amount of any Damages incurred by the Seller under this Agreement or (4) Indemnitees shall be reduced by the gross negligence or willful misconduct net amount of the Seller. Notwithstanding Tax benefits actually realized by any Seller Indemnitees or any of their affiliates by reason of such Damages. (b) The amount of any Damages incurred by Seller Indemnitees shall be reduced by the limitation in clause net amount the Seller Indemnitees recover (aafter deducting all attorneys' fees, expenses and other costs of recovery) from any insurer or other party liable for such Damages, and the Sellers, on behalf of the immediately preceding sentenceSeller Indemnitees, shall use reasonable efforts to effect any obligation such recovery. (c) In no event will the Seller Indemnitees be entitled to indemnifyindemnification exceeding 50% of the aggregate purchase price paid by the Purchaser to the Sellers, defend and hold harmless provided that this limitation shall only apply to indemnification under Section 7.2.2(ii). (d) If a Seller Indemnitee is or becomes entitled to recover by contribution from a third party or otherwise any amount of Damages incurred by a Seller Indemnitee as a result of a matter for which the Seller Indemnitees have received indemnification payments from the Purchaser pursuant to this Section 9.02 shall not terminate with respect to any item as to which any 7, the Seller Indemnified Person shall have, before the expiration of the applicable survival period, previously made a bona fide claim by delivering notice of such claim Indemnitees hereby assign to the Purchaser indemnifying party in accordance with this Section 9.02 until final resolution of all right to claim and receive any such claim. Further notwithstanding any other provision of this Agreementamount, and the Seller will not be entitled Indemnitees shall promptly pay over any such amount received by them to indemnity pursuant to this Section 9.02 unless Federal Buyer Losses exceedthe Purchaser, on an annual basis, the Deductible Amount, and then only to the extent of such excess. This Section shall survive any termination of this Agreementthe indemnification payments received from the Purchaser.

By the Purchaser. The From and after the Closing, the Purchaser shall indemnify, defendshall, and shall cause its Affiliates to, indemnify and hold the Sellers harmless from and against any Damages incurred or sustained by the Seller and any officer, director, employee or agent of the Seller (each, a “Seller Indemnified Person”) against, any and all Losses Sellers as a result of any Third Party Claim to (i) the extent arising from (x) any breach non-fulfillment of any representation, warranty covenant or covenant of the Purchaser contained herein; (y) any act of gross negligence or willful misconduct of the Purchaser relating to the Purchased Loans occurring after the applicable Purchase Date; and (z) the acts or omissions of any servicer or relating to the servicing of the Purchased Loans, in either case occurring after the applicable Purchase Date. Notwithstanding the foregoing, (a) the Purchaser shall have no obligation to indemnify any Seller Indemnified Person for any matter that arises, or for which the Claim Notice by the Seller Indemnified Person in accordance with Section 9.03 is made, other than with respect to a Loss arising as described above from a breach of a covenant, more than three (3) years, after the applicable Purchase Date, and (b) the Purchaser’s indemnification obligations shall not arise to the extent the related Loss relates to (1) the acts or omissions of the Seller or its Affiliates, designees, or subcontractors occurring prior to the applicable Purchase Date, (2) the acts or omissions of any servicer or to the servicing of the Purchased Loans prior to the applicable Purchase Date, (3) the breach of any representation or warranty made or given to or for on the benefit part of the Purchaser contained in this Agreement, and (ii) the ownership of the Shares, or the operations of the Business, after the Closing, provided, that there shall not be any duplicative payments or indemnities by the Seller under Purchaser, and provided, further, that any indemnification relating to Tax matters shall be governed solely by Section 5.3 and any indemnification relating to employee benefits matters contemplated in Article VI shall be governed solely by Article VI. Notwithstanding anything in this Agreement or (4) to the gross negligence or willful misconduct of the Seller. Notwithstanding the limitation in clause contrary: (a) The amount of any Damages incurred by the Sellers shall be reduced by the net amount of the immediately preceding sentence, Tax benefits realized by the Sellers or any obligation to indemnify, defend and hold harmless pursuant to this Section 9.02 shall not terminate with respect to of their Affiliates (other than any item as to which any Seller Indemnified Person shall have, before the expiration member of the applicable survival period, previously made a bona fide claim PD Mexico Group) by delivering notice reason of such claim Damage. (b) The amount of any Damages incurred by the Sellers shall be reduced by the net amount the Sellers or any of their Affiliates (other than any member of the PD Mexico Group) recovers (after deducting all reasonable attorneys’ fees, out-of-pocket expenses and other costs of recovery) from any insurer or other party liable for such Damages, and the Sellers shall use commercially reasonable efforts to the Purchaser indemnifying party in accordance with this Section 9.02 until final resolution of effect any such claim. Further notwithstanding any other provision of this Agreement, the Seller will recovery. (c) The Sellers shall not be entitled to indemnity indemnification for those portions of any Damages (i) that have arisen as a result of an act or omission by Sellers or Seller Affiliates on or after the Closing Date (including, without limitation, Damages arising from any breach of Sellers’ obligations under this Agreement) or (ii) that were subject to an adjustment to the Final Purchase Price pursuant to Sections 2.2 and 2.3. (d) The Sellers shall be entitled to indemnification only with respect to that portion of the aggregate amount of their Damages (reduced as provided in paragraphs (a) and (b) above) that exceeds $1,000,000. (e) The aggregate amount of Damages payable to the Sellers under this Section 9.02 unless Federal Buyer Losses exceed, on an annual basis, the Deductible Amount, and then only to the extent of such excess. This Section 8.2.2 shall survive any termination of this Agreementnot exceed $10,000,000.

By the Purchaser. The From and after the Closing, the Purchaser shall indemnify, defend, agrees to indemnify and hold harmless the Seller Sellers, each Non-Company Affiliate and any officer, each director, officer or employee or agent of any of the foregoing (collectively, the "SELLER INDEMNITEES") from and against any Damages incurred or sustained by the Seller (each, a “Seller Indemnified Person”) against, any and all Losses Indemnitees as a result of any Third Party Claim to or arising out of or under (i) the extent arising from (x) any breach by the Purchaser of any representationcovenant, representation or warranty or covenant set forth in this Agreement, (ii) the German Liabilities, (iii) the operation by the Purchaser of the Purchaser contained herein; (y) any act of gross negligence or willful misconduct Business of the Purchaser German Branches or the Purchaser's ownership, operation or use of the German Assets following the Closing Date, (iv) the Taunton Lease, (v) the employment, employment agreements and severance liabilities relating to the Purchased Loans occurring after the applicable Purchase Date; and (z) the acts or omissions of any servicer or relating to the servicing employees of the Purchased Loans, in either case occurring after German Branches and the applicable Purchase Date. Notwithstanding the foregoing, (a) the Purchaser shall have no obligation to indemnify any Seller Indemnified Person for any matter that arises, or for which the Claim Notice by the Seller Indemnified Person in accordance with Section 9.03 is made, other than with respect to a Loss arising as described above from a breach of a covenant, more than three (3) years, after the applicable Purchase Dateemployees listed on Schedule 5.1, and (bvi) any of the Purchaser’s indemnification obligations Guaranties and Bonds, PROVIDED that the Seller Indemnitees shall not arise be entitled to indemnification pursuant to the foregoing clauses (ii) - (v) in respect of any Damages to the extent the related Loss relates Purchaser is entitled to (1) indemnification therefor pursuant to Section 7.2.1, and PROVIDED, FURTHER, that there shall not be any duplicative payments or indemnities by the acts or omissions Purchaser. The rights of the Seller or its Affiliates, designees, or subcontractors occurring prior Indemnitees to the applicable Purchase Date, indemnification under this Section 7 shall be limited as follows: (2a) the acts or omissions The amount of any servicer or to the servicing of the Purchased Loans prior to the applicable Purchase Date, (3) the breach of any representation or warranty made or given to or for the benefit of the Purchaser Damages incurred by the Seller Indemnitees shall be reduced by the net amount of the Tax benefits actually realized by the Sellers or any of their Affiliates by reason of such Damages in the year such Damages were incurred or sustained or any prior year or any of the succeeding five years following the year such Damages were incurred or sustained (assuming all other items of deduction of the Sellers or such Affiliate then available to the Purchaser or such Affiliate are realized first). If any such Tax benefit is realized after the date payment is made by the Purchaser pursuant to Section 7.2.2, the Seller Indemnitees shall pay over an amount equal to such Tax benefit promptly after such Tax benefit is realized. Amended and Restated 35 Stock Purchase Agreement (b) The amount of any Damages incurred by the Seller Indemnitees shall be reduced by the net amount the Seller Indemnitees recover (after deducting all attorneys' fees, expenses and other costs of recovery) from any insurer or other party liable for such Damages, and the Sellers, on behalf of the Seller Indemnitees, shall use reasonable efforts to effect any such recovery. (c) The Seller Indemnitees shall be entitled to indemnification under this Agreement or Section 7 for breaches of representations and warranties (4i) the gross negligence or willful misconduct of the Seller. Notwithstanding the limitation in clause (a) of the immediately preceding sentence, any obligation to indemnify, defend and hold harmless pursuant to this Section 9.02 shall not terminate with respect to any item individual claim or group of related claims, only if the amount of Damages (reduced as provided in paragraphs (a), (b) and (d) of this Section 7.2.2) exceeds US$15,000 and (ii) with respect to which any Seller Indemnified Person shall haveall claims, before only to the expiration extent that the aggregate amount of Damages for such claims (reduced as provided in paragraphs (a), (b) and (d) of this Section 7.2.2) exceeds 3% of the applicable survival period, previously made a bona fide claim by delivering notice Purchase Price (as adjusted) and then only for the amount of such claim to the Purchaser indemnifying party in accordance with this Section 9.02 until final resolution of such claimexcess. Further notwithstanding any other provision of this Agreement, In no event shall the Seller will Indemnitees be entitled to indemnification exceeding 10% of the Purchase Price (as adjusted) in the aggregate. (d) The Seller Indemnitees shall not be entitled to indemnity pursuant to make a claim for indemnification under this Section 9.02 unless Federal Buyer Losses exceed7 for any breach by the Purchaser of any covenant, on an annual basis, representation or warranty set forth in this Agreement if the Deductible Amount, and then only Sellers had actual knowledge of such breach prior to the extent of such excess. This Section shall survive any termination of this AgreementClosing.