Common use of Indemnification by Seller Parties Clause in Contracts

Indemnification by Seller Parties. The Seller Parties agree to defend, indemnify and hold harmless each Buyer and its members, partners, employees, agents, successors and assigns, from and against any and all losses, damages, claims, suits, proceedings, liabilities, fees, costs and expenses (including settlement costs, interest, penalties, reasonable attorneys’ fees and any reasonable legal or other expenses for investigation or defense of any actions or threatened actions) (collectively, “Losses” or “Claims,” as the context requires) which may be imposed, sustained, incurred or suffered or asserted as a result of, relating to or arising out of (i) any inaccuracy in or breach of any representation or warranty of any Seller Holder contained in this Purchase Agreement or the Additional Seller’s Documents, (ii) any failure by any Seller Holder to perform any covenant, agreement or obligation of such Seller Holder contained in this Purchase Agreement or the Additional Seller’s Documents, (iii) Seller’s ownership of the Interests, Capital Interest and/or Carry Points Interests prior to the Closing, including without limitation, any liabilities for any taxes, fees or other governmental charges attributable to Seller’s ownership, together with any interest, penalties or addition to tax, (iv) all Prior Investment Obligations, (v) any claim by any person with whom or which Seller has, directly or indirectly, dealt for any finder’s or broker’s fee or commission in connection with the transactions contemplated by this Purchase Agreement, (vi) any Transfer Expenses to be paid or borne by Seller as provided herein and (vi) (A) all liabilities and obligations arising from acts or omissions of any Seller Holder (other than in their capacities as the general partner of the General Partner and the general partner of the GCP Funds, respectively) with respect to the Interests, the Capital Interest and the Carry Points Interests that have occurred prior to the Closing Date, (B) any liabilities for taxes of any Seller Holder for which such Seller Holder has been or is after the Closing Date assessed as liable to pay by any relevant taxing authority and/or any taxes, fees or other governmental charges attributable to the ownership by the Seller Holders of any of the Interests, the Capital Interest or the Carry Points Interests on or prior to the Closing Date and (C) any liability for any amount of withholding taxes a taxing authority determines should have been withheld from the Purchase Price or any other payments made by Buyers under this Purchase Agreement, including interest, penalties, and additions to tax (clauses (A) — (C), the “Indemnifiable Excluded Obligations”). For the avoidance of doubt, Indemnifiable Excluded Obligations do not include any Losses or Claims relating to or arising out of acts or omissions of the General Partner or Seller in their respective capacities as general partner of the GCP Funds and general partner of the General Partner, which matters are subject to, and governed solely by, the indemnification and exculpation provisions of the agreements of limited partnership of the GCP Funds and the GP Agreement.

Indemnification by Seller Parties. The Each of the Seller Parties agree Parties, jointly and severally, agrees to defendindemnify, indemnify defend and hold harmless each Buyer Purchaser and any of its members, partnersofficers, directors, employees, agents, affiliates, successors and assignsor assigns (each, a "Purchaser Party") (up to a maximum indemnification ceiling of *** from and against any and all lossesloss, damages, claims, suits, proceedings, liabilities, fees, costs and expenses damage or expense (including settlement costs, interest, penalties, reasonable attorneys’ fees and any reasonable legal ' fees) that a Purchaser Party may incur, suffer or other expenses become liable for investigation or defense of any actions or threatened actions) (collectively, “Losses” or “Claims,” as the context requires) which may be imposed, sustained, incurred or suffered or asserted as a result of, relating to of or arising out of in connection with (ia) any inaccuracy in or the breach of any representation or warranty of any Seller Holder Party contained in this Purchase Agreement Agreement, including any Exhibit or Schedule hereto, occurring or developing during the Additional Seller’s Documents, period of survival of such representation or warranty; (iib) the breach of any failure by agreement of any Seller Holder to perform any covenant, agreement or obligation of such Seller Holder Party contained in this Purchase Agreement Agreement; or (c) any Excluded Liability. Purchaser, acting on behalf of a Purchaser Party, will give the Additional Seller’s DocumentsSeller Parties prompt written notice of any claim, (iii) Seller’s ownership suit or demand which Purchaser believes will give rise to indemnification by the Seller Parties under this section; provided, however, that, the failure to give such notice will not affect the obligations of the InterestsSeller Parties hereunder. Except as hereinafter provided and except where a conflict of interest between the Seller Parties and the Purchaser Party suggests separate counsel is appropriate, Capital Interest and/or Carry Points Interests the Seller Parties will have the right to defend and to direct the defense against any such claim, suit or demand, in its name or in the name of the Purchaser Party at the Seller Parties' expense and with outside counsel of the Seller Parties' own choosing. Each Purchaser Party will, at the Seller Parties' expense, cooperate reasonably in the defense of any such claim, suit or demand. If the Seller Parties, within a reasonable time after notice of a claim, fail to defend a Purchaser Party, the Purchaser Party will be entitled to undertake the defense, compromise or settlement of such claim at the expense of and for the account and risk of the Seller Parties subject to the right of the Seller Parties to assume the defense of such claim at any time prior to the Closingsettlement, including compromise or final determination thereof if the only issues remaining therein involve liability for, or the amount of, money damages to be assessed against the Purchaser Party, provided the Seller Parties will not, without limitationthe Purchaser Party's written consent, any liabilities for any taxes, fees settle or other governmental charges attributable to Seller’s ownership, together with any interest, penalties or addition to tax, (iv) all Prior Investment Obligations, (v) compromise any claim or consent to any entry of judgment which does not include as an unconditional term thereof the giving by any person with whom the claimant or which Seller has, directly or indirectly, dealt for any finder’s or broker’s fee or commission in connection with the transactions contemplated by this Purchase Agreement, (vi) any Transfer Expenses to be paid or borne by Seller as provided herein and (vi) (A) all liabilities and obligations arising from acts or omissions of any Seller Holder (other than in their capacities as the general partner of the General Partner and the general partner of the GCP Funds, respectively) with respect plaintiff to the Interests, the Capital Interest and the Carry Points Interests that have occurred prior to the Closing Date, (B) any liabilities for taxes Purchaser Party a release from all liability in respect of any Seller Holder for which such Seller Holder has been or is after the Closing Date assessed as liable to pay by any relevant taxing authority and/or any taxes, fees or other governmental charges attributable to the ownership by the Seller Holders of any of the Interests, the Capital Interest or the Carry Points Interests on or prior to the Closing Date and (C) any liability for any amount of withholding taxes a taxing authority determines should have been withheld from the Purchase Price or any other payments made by Buyers under this Purchase Agreement, including interest, penalties, and additions to tax (clauses (A) — (C), the “Indemnifiable Excluded Obligations”). For the avoidance of doubt, Indemnifiable Excluded Obligations do not include any Losses or Claims relating to or arising out of acts or omissions of the General Partner or Seller in their respective capacities as general partner of the GCP Funds and general partner of the General Partner, which matters are subject to, and governed solely by, the indemnification and exculpation provisions of the agreements of limited partnership of the GCP Funds and the GP Agreementclaim.

Indemnification by Seller Parties. The Subject to the provisions herein set forth, Seller Parties agree to defendto, indemnify jointly and severally, indemnify, defend and hold harmless each Buyer and its members, partners, employees, agents, successors and assigns, Indemnified Parties from and against and shall pay to Buyer Indemnified Parties the amount of, or reimburse Buyer Indemnified Parties for, any and all losses, damages, claims, suits, proceedings, liabilities, fees, costs and expenses (including settlement costs, interest, penalties, reasonable attorneys’ fees and any reasonable legal or other expenses for investigation or defense of any actions or threatened actions) (collectively, “Losses” or “Claims,” as the context requires) which may be imposed, sustained, incurred or suffered or asserted Damages that Buyer Indemnified Parties incur as a result of, relating or with respect to (except as caused by the acts or arising out omissions of any Buyer Indemnified Party, and whether or not in connection with any third-party claim): (a) the inaccuracy or breach of (i) any inaccuracy in Fundamental Representation or breach of any representation or warranty of any Seller Holder contained in this Purchase Agreement or the Additional Seller’s Documents, (ii) any failure other representation or warranty contained in or made pursuant to this Agreement, including the Schedules, supplements to the Schedules, any Transaction Document or other certificate or document delivered by any Seller Holder Party pursuant to this Agreement; (b) the non-compliance with or failure to perform any covenant, agreement or obligation covenant of such any Seller Holder Party contained in or made pursuant to this Purchase Agreement Agreement; (c) the claims of any broker, finder or other Person engaged by any Seller Party or the Additional Seller’s Documents, Company; (iiid) Seller’s ownership of any Benefit Plan established or maintained by the Interests, Capital Interest and/or Carry Points Interests Company prior to the ClosingClosing Date or any severance payments due to employees of the Company terminated prior to the Closing Date; (e) any event, including without limitationmatter or circumstance occurring, any liabilities for any taxes, fees existing or other governmental charges attributable relating to Seller’s the ownership, together with any interest, penalties operation or addition to tax, (iv) all Prior Investment Obligations, (v) any claim by any person with whom or which Seller has, directly or indirectly, dealt for any finder’s or broker’s fee or commission in connection with the transactions contemplated by this Purchase Agreement, (vi) any Transfer Expenses to be paid or borne by Seller as provided herein and (vi) (A) all liabilities and obligations arising from acts or omissions of any Seller Holder (other than in their capacities as the general partner maintenance of the General Partner and Company or the general partner of the GCP Funds, respectively) with respect to the Interests, the Capital Interest and the Carry Points Interests that have occurred Company’s Business prior to the Closing Date, including any Excluded Liabilities; (Bf) any liabilities for taxes Closing Date Indebtedness that is not properly identified by Seller or that is not otherwise deducted from the Purchase Price at Closing and remains owing after the Closing; (g) the failure to obtain any Required Consent; 36 (h) any fraud, willful misconduct or criminal acts of any Seller Holder for which such Seller Holder has been Party, the Company, or is after the Closing Date assessed as liable to pay by any relevant taxing authority and/or any taxes, fees or other governmental charges attributable to the ownership by the Seller Holders of any of the Interestssuch parties’ officers, the Capital Interest or the Carry Points Interests on or directors, members, shareholders, employees, agents and independent contractors prior to the Closing Date Date; and (Ci) any liability for any amount of withholding taxes claim asserted by a taxing authority determines should have been withheld from the Purchase Price or any other payments made by Buyers under this Purchase Agreement, including interest, penalties, and additions to tax (clauses (A) — (C), the “Indemnifiable Excluded Obligations”). For the avoidance of doubt, Indemnifiable Excluded Obligations do not include any Losses or Claims third party relating to or arising out of acts or omissions resulting from any of the General Partner or Seller in their respective capacities as general partner of the GCP Funds and general partner of the General Partner, which matters are subject to, and governed solely by, the indemnification and exculpation provisions of the agreements of limited partnership of the GCP Funds and the GP Agreement.foregoing items (a) through (h). 9.3

Indemnification by Seller Parties. The Seller Parties Parties, jointly and severally, covenant and agree to indemnify, defend, indemnify protect and hold harmless harmless, and shall compensate and reimburse, the Purchaser Indemnified Parties from, against and in respect of all Damages, whether or not involving a third-party claim, in each Buyer and its memberscase in connection with, partners, employees, agents, successors and assigns, resulting from and against any and all losses, damages, claims, suits, proceedings, liabilities, fees, costs and expenses (including settlement costs, interest, penalties, reasonable attorneys’ fees and any reasonable legal or other expenses for investigation or defense of any actions or threatened actions) (collectively, “Losses” or “Claims,” as the context requires) which may be imposed, sustained, incurred or suffered or asserted as a result of, relating to or arising out of of: (ia) any the inaccuracy in or breach of any representation or warranty of any Seller Holder contained in this Purchase Agreement or the Additional Seller’s Documents, (ii) any failure made by any Seller Holder to perform any covenant, agreement or obligation of such Seller Holder contained Party in this Purchase Agreement or the Additional Seller’s Documentsin any other agreement, (iii) Seller’s ownership of the Interests, Capital Interest and/or Carry Points Interests prior to the Closing, including without limitation, any liabilities for any taxes, fees certificate or other governmental charges attributable to Seller’s ownership, together with any interest, penalties document delivered or addition to tax, (iv) all Prior Investment Obligations, (v) any claim by any person with whom or which Seller has, directly or indirectly, dealt for any finder’s or broker’s fee or commission provided in connection with or related to the consummation of the transactions contemplated by this Purchase Agreement; (b) the nonfulfillment of any covenant or agreement on the part of any Seller Party in this Agreement or in any agreement, certificate or other document executed and delivered by any such Seller Party pursuant to this Agreement or the transactions contemplated hereby; (vic) any and all Liabilities resulting from any litigation, suit, proceeding, action, claim, demand or investigation pending or threatened related to the ownership or use of the Purchased Assets by any Seller Party or the conduct of the Business by any Seller Party; (d) the existence of, or the failure of Seller to pay, perform or discharge when due, any Excluded Liability; (e) any Excluded Asset; (f) any and all Liabilities resulting from any claim made by a former employee of any Seller Party or any of their Affiliates whose employment was terminated prior to the Closing; (g) any Transfer Expenses Taxes required by Section 6.9(b) to be paid or borne by Seller as provided herein and (vi) (A) all liabilities and obligations arising from acts or omissions of any Seller Holder (other than in their capacities as the general partner of the General Partner and the general partner of the GCP Funds, respectively) with respect to the Interests, the Capital Interest and the Carry Points Interests that have occurred prior to the Closing Date, (B) any liabilities for taxes of any Seller Holder for which such Seller Holder has been or is after the Closing Date assessed as liable to pay by any relevant taxing authority and/or any taxes, fees or other governmental charges attributable to the ownership by the Seller Holders of any Parties; (h) all VAT imposed in respect of the Interests, purchase of the Capital Interest or the Carry Points Interests on or prior to the Closing Date ISR Purchased Assets by ISR Purchaser; and (Ci) any liability for any amount the costs of withholding taxes a taxing authority determines should have been withheld from successfully enforcing the Purchase Price or any other payments made by Buyers under this Purchase Agreement, including interest, penalties, and additions to tax (clauses (A) — (C), the “Indemnifiable Excluded Obligations”). For the avoidance of doubt, Indemnifiable Excluded Obligations do not include any Losses or Claims relating to or arising out of acts or omissions indemnification rights of the General Partner or Seller in their respective capacities as general partner of the GCP Funds and general partner of the General Partner, which matters are subject to, and governed solely by, the indemnification and exculpation provisions of the agreements of limited partnership of the GCP Funds and the GP AgreementPurchaser Indemnified Parties hereunder.

Indemnification by Seller Parties. The From and after the Closing, but subject to the conditions and limitations set forth in this Agreement, Seller Parties agree to defend, and Seller Parent shall jointly and severally indemnify and hold Purchaser, its Affiliates and their respective directors, managers, officers, employees and agents (collectively, the “Purchaser Indemnified Persons”) harmless each Buyer and its members, partners, employees, agents, successors and assigns, from and against any and all losses, damages, claims, suits, proceedings, liabilities, fees, costs and expenses (including settlement costs, interest, penalties, reasonable attorneys’ fees and any reasonable legal or other expenses for investigation or defense of any actions or threatened actions) (collectively, “Losses” or “Claims,” as the context requires) which may be imposed, sustained, Losses incurred or suffered or asserted as a result required to be paid by any Purchaser Indemnified Person to the extent arising out of, relating to or arising out of caused by (i) any inaccuracy in or the breach of any representation or warranty of any a Seller Holder Party contained in this Purchase Agreement or the Additional Seller’s Documents, Agreement; (ii) the breach of any failure by any covenant or agreement of a Seller Holder to perform any covenant, agreement or obligation of such Seller Holder Party contained in this Purchase Agreement or the Additional Seller’s Documents, Agreement; (iii) Seller’s the Excluded Liabilities (including, without limitation, any Pre-Acquisition Action Liabilities or Permitted Liens); or (iv) the ownership of the Interests, Capital Interest and/or Carry Points Interests Transferred Assets or the operation by Seller of the Business as of or prior to the Closing, including without limitation, ; provided that the Seller and Seller Parent shall have no obligation to indemnify or hold harmless any liabilities for any taxes, fees or other governmental charges attributable to Seller’s ownership, together with any interest, penalties or addition to tax, (iv) all Prior Investment Obligations, (v) any claim by any person with whom or which Seller has, directly or indirectly, dealt for any finder’s or broker’s fee or commission in connection with the transactions contemplated by this Purchase Agreement, (vi) any Transfer Expenses to be paid or borne by Seller as provided herein Purchaser Indemnified Person from and (vi) against (A) all liabilities and obligations any individual Loss or series of related Losses (arising from acts the same event or omissions of any Seller Holder circumstance) pursuant to Section 12.1(i) (other than in their capacities as the general partner of the General Partner and the general partner of the GCP Funds, respectively) with respect to breaches of any of the Interests, Fundamental Representations) that is less than twenty thousand dollars ($20,000.00) (calculated in the Capital Interest aggregate for a series of related Losses) (the “Sub-Basket”) and the Carry Points Interests that have occurred prior to the Closing Date, (B) any liabilities for taxes individual Loss or series of any Seller Holder for which such Seller Holder has been related Losses (arising from the same event or is after the Closing Date assessed as liable circumstance) pursuant to pay by any relevant taxing authority and/or any taxes, fees or Section 12.1(i) (other governmental charges attributable than with respect to the ownership by the Seller Holders breaches of any of the InterestsFundamental Representations) where the Loss relating thereto is equal to or greater than the Sub-Basket, unless the Capital Interest or the Carry Points Interests on or prior to the Closing Date and (C) any liability for any aggregate amount of withholding taxes all such Losses exceeds $350,000.00 (the “Basket”). In no event shall the aggregate indemnification paid by Seller and Seller Parent pursuant to Section 12.1(i) and Section 12.1(ii) (other than with respect to a taxing authority determines should have been withheld from breach of any covenant to indemnify for amounts in excess of the Cap under this Section 12.1) exceed the Purchase Price or any other payments made by Buyers under this Purchase Agreement, including interest, penalties, and additions to tax (clauses (A) — (C), the “Indemnifiable Excluded ObligationsCap”). For the avoidance of doubt, Indemnifiable Excluded Obligations do not include any Losses or Claims relating to or arising out of acts or omissions of the General Partner or Seller in their respective capacities as general partner of the GCP Funds and general partner of the General Partner, which matters are subject to, and governed solely by, the indemnification and exculpation provisions of the agreements of limited partnership of the GCP Funds and the GP Agreement.

Indemnification by Seller Parties. (a) The Seller Parties agree to defend, shall indemnify and hold harmless each Buyer the Purchaser and its Affiliates (including the Company and its Subsidiaries, in the event that the Closing occurs) and each of their respective members, officers, directors, partners, employees, agents, shareholders, successors and assignsassigns in respect of, and hold each of them harmless on a Grossed-Up Basis from and against against, any and all losses, damages, claims, suits, proceedings, liabilities, fees, costs and expenses (including settlement costs, interest, penalties, reasonable attorneys’ fees and any reasonable legal or other expenses for investigation or defense of any actions or threatened actions) (collectively, “Losses” or “Claims,” as the context requires) which may be imposed, sustainedLosses suffered, incurred or suffered sustained by any of them or asserted as a result ofto which any of them becomes subject, relating to or resulting from, arising out of or relating to (i) any inaccuracy misrepresentation or breach of warranty on the part of any of the Seller Parties hereunder, or any nonfulfillment of or failure to perform any covenant or agreement on the part of any of the Seller Parties or the Company contained in this Agreement, (ii) any of the Contracts listed in Section 7.6 or (iii) the ownership of, or any activity engaged in prior to the Closing by, Vishnu Company Limited (except, in the case of this clause (iii), to the extent that such Losses have been suffered in connection with a breach of any representation or warranty contained in Section 4.33); provided, however, that this Section 10.1(a) shall not apply to (x) any Losses suffered by any Indemnified Party in connection with a breach of any Seller Holder representation or warranty contained in this Purchase Agreement Section 4.33, other than any fines or penalties payable under the Additional Seller’s DocumentsFCPA and any costs or expenses (including the reasonable fees and expenses of attorneys) incurred in determining or contesting any such fees or penalties, or (iiy) any failure Losses suffered by any Indemnified Party in connection with the matters described in clause (i) above, to the extent that such Losses would not have been incurred but for the completion of the Initial Public Offering. Each of the Seller Holder Parties shall reimburse each Indemnified Party (whether or not such Indemnified Party is a party to perform this Agreement) for all expenses (including counsel fees and disbursements) as they are incurred by such Indemnified Party in connection with investigating and preparing or defending any covenant, agreement Action or obligation of such Seller Holder contained Proceeding relating to the matters described in this Purchase Agreement or the Additional Seller’s Documents, clauses (i) through (iii) Seller’s ownership above (whether or not such Indemnified Party is a formal party to any such Action or Proceeding). Subject to all the limitations on the Seller Parties' obligations to indemnify contained in Article X, each of the Interests, Capital Interest and/or Carry Points Interests prior to Seller Parties jointly and severally (and the Closing, including without limitation, any liabilities for any taxes, fees or other governmental charges attributable to Seller’s ownership, together with any interest, penalties or addition to tax, (iv) all Prior Investment Obligations, (v) any claim by any person with whom or which Seller has, directly or indirectly, dealt for any finder’s or broker’s fee or commission Company jointly and severally in connection with the event the transactions contemplated by this Purchase Agreement, (viAgreement are not consummated) any Transfer Expenses agrees that if and to the extent that the indemnification set forth herein is finally determined by a court of competent jurisdiction to be paid or borne by unenforceable, each of the Seller Parties (and the Company, in such event) shall make the maximum contribution to the payment and satisfaction of the Indemnified Losses as provided herein shall be permissible under applicable Laws. Notwithstanding the foregoing, the Seller Parties shall not be obligated to indemnify the Purchaser and (vi) (A) all liabilities and obligations arising from acts or omissions its Affiliates for any Losses relating to a breach of any Seller Holder (other than representation contained in their capacities as the general partner of the General Partner and the general partner of the GCP Funds, respectively) with respect Section 4.11 to the Interests, the Capital Interest and the Carry Points Interests extent that have occurred prior to the Closing Date, (B) any liabilities such Losses are for taxes of any Seller Holder for which such Seller Holder has been or is after the Closing Date assessed as liable to pay by any relevant taxing authority and/or any taxes, fees or other governmental charges attributable to the ownership Taxes payable by the Seller Holders of any of the Interests, the Capital Interest or the Carry Points Interests on or prior to the Closing Date and (C) any liability for any amount of withholding taxes a taxing authority determines should have been withheld from the Purchase Price Company or any other payments made by Buyers under this Purchase Agreement, including interest, penalties, and additions Subsidiaries to tax any Taxing Authority (clauses (Awhether before or after Closing) — (C), the “Indemnifiable Excluded Obligations”). For the avoidance of doubt, Indemnifiable Excluded Obligations do not include or relate to any Losses or Claims relating to or arising out of acts or omissions of the General Partner or Seller in their respective capacities as general partner of the GCP Funds and general partner of the General Partner, which matters are subject to, and governed solely by, the indemnification and exculpation provisions of the agreements of limited partnership of the GCP Funds and the GP AgreementTax Benefit.

Indemnification by Seller Parties. The (i) From and after the Closing, subject to the limitations set forth in this Article X, each Seller Parties agree Party shall, to defendthe extent not prohibited by applicable Law, indemnify jointly and severally reimburse, indemnify, defend and hold harmless each Buyer of Buyer, its Affiliates and its each of their respective permitted successors and assigns, stockholders, members, partners, officers, directors, employees, agentsagents and representatives and, successors and assignssolely with respect to any Losses related to any breach of or noncompliance with the provisions of Section 6.17(b), from and against any and all losses, damages, claims, suits, proceedings, liabilities, fees, costs and expenses (including settlement costs, interest, penalties, reasonable attorneys’ fees and any reasonable legal or other expenses for investigation or defense the Trustee of any actions or threatened actions) related Series (collectively, the “Buyer Indemnitees”), against and in respect of any claim, damage, loss, liability, assessment, cost, disbursement, settlement, judgment, award, suit, demands, payment, fine, penalty or expense (including reasonable legal fees and expenses) of any kind or nature whatsoever (collectively, excluding consequential or incidental damages, “Losses” ”) that a Buyer Indemnitee may incur or “Claims,” as the context requires) which may be imposedsuffer resulting or arising from, sustained, related to or incurred or suffered or asserted as a result of, relating to or arising out of in connection with: (iA) any inaccuracy in or breach of any representation or warranty of any Seller Holder contained Party set forth in this Purchase Agreement Article IV hereof (in each case disregarding all qualifications and exceptions relating to materiality, Material Adverse Effect or words of similar import) or in any Closing Document to which any Seller Party or any of its respective Affiliates is or will be a party; (B) the Additional Seller’s Documentsnonperformance, (ii) any failure noncompliance or breach by any Seller Holder Party or any of its respective Affiliates of any agreement, obligation or covenant to perform be performed by any covenant, agreement Seller Party or obligation any of such Seller Holder contained in its respective Affiliates under this Purchase Agreement or the Additional Seller’s Documents, (iii) Seller’s ownership of the Interests, Capital Interest and/or Carry Points Interests prior any Closing Document to the Closing, including without limitation, any liabilities for any taxes, fees or other governmental charges attributable to Seller’s ownership, together with any interest, penalties or addition to tax, (iv) all Prior Investment Obligations, (v) any claim by any person with whom or which Seller has, directly or indirectly, dealt for any finder’s or broker’s fee or commission in connection with the transactions contemplated by this Purchase Agreement, (vi) any Transfer Expenses to be paid or borne by Seller as provided herein and (vi) (A) all liabilities and obligations arising from acts or omissions of any Seller Holder (other than in their capacities as the general partner of the General Partner and the general partner of the GCP Funds, respectively) with respect to the Interests, the Capital Interest and the Carry Points Interests that have occurred prior to the Closing Date, (B) any liabilities for taxes of any Seller Holder for which such Seller Holder has been Party or is after the Closing Date assessed as liable to pay by any relevant taxing authority and/or any taxes, fees or other governmental charges attributable to the ownership by the Seller Holders of any of the Interests, the Capital Interest its respective Affiliates is or the Carry Points Interests on or prior to the Closing Date and will be a party; (C) any liability for Action disclosed on Schedule 4.1(d) hereto; (D) any amount Seller’s activities as Servicing Party under the Servicing Agreements before the Closing; or (E) any failure of withholding taxes a taxing authority determines should have been withheld from the Purchase Price any Seller Party or any other payments made by Buyers under this Purchase Agreementof its Affiliates to assume, including interestpay, penalties, perform and additions to tax (clauses (A) — (C), the “Indemnifiable discharge any Excluded Obligations”). For the avoidance of doubt, Indemnifiable Excluded Obligations do not include any Losses or Claims relating to or arising out of acts or omissions of the General Partner or Seller in their respective capacities as general partner of the GCP Funds and general partner of the General Partner, which matters are subject to, and governed solely by, the indemnification and exculpation provisions of the agreements of limited partnership of the GCP Funds and the GP AgreementLiability.

Indemnification by Seller Parties. The (a) Subject to the terms and conditions of this Article 6, the Seller Parties agree to defendParties, severally and not jointly, will indemnify and hold harmless Buyer, the Surviving Corporation, each Buyer of their respective Subsidiaries, each of their respective Affiliates, and its members, partners, employees, agents, their respective successors and assigns, assigns (the “Buyer Indemnitees”) from and against the entirety of any and all losses, damages, claims, suits, proceedings, liabilities, fees, costs and expenses Adverse Consequences that any Buyer Indemnitee may suffer or incur (including settlement costs, interest, penalties, reasonable attorneys’ fees and any reasonable legal Adverse Consequences they may suffer or other expenses for investigation or defense incur after the end of any actions or threatened actionsapplicable survival period, provided that an indemnification claim with respect to such Adverse Consequence is made pursuant to this Article 6 prior to the end of any applicable survival period) (collectivelyresulting from, “Losses” or “Claims,” as the context requires) which may be imposed, sustained, incurred or suffered or asserted as a result arising out of, relating to to, in the nature of, or arising out of caused by (i) any breach or inaccuracy in or breach of any representation or warranty of any Seller Holder contained made in this Purchase Agreement or the Additional Seller’s Documentsin any certificate or instrument delivered pursuant hereto, (ii) any failure by breach of any Seller Holder to perform covenant or agreement of the Company, any covenant, agreement of its Subsidiaries or obligation of such Seller Holder contained the Representative in this Purchase Agreement or the Additional Seller’s Documentsin any certificate or instrument delivered pursuant hereto, (iii) Seller’s ownership of the Interestsany claim, Capital Interest and/or Carry Points Interests prior to the Closingincluding, including without limitationbut not limited to, any liabilities for any taxesan appraisal claim, fees or other governmental charges attributable to Seller’s ownership, together with any interest, penalties or addition to tax, (iv) all Prior Investment Obligations, (v) any claim made by any person with whom or which Seller has, directly or indirectly, dealt for any finderParty relating to such Person’s or broker’s fee or commission in connection with the transactions contemplated by this Purchase Agreement, (vi) any Transfer Expenses to be paid or borne by Seller as provided herein and (vi) (A) all liabilities and obligations arising from acts or omissions of any Seller Holder (other than in their capacities as the general partner of the General Partner and the general partner of the GCP Funds, respectively) rights with respect to the InterestsConsideration, or the Capital Interest calculations and determinations set forth on the Carry Points Interests that have occurred prior Consideration Spreadsheet, and any amounts paid to the Closing Dateholders of Dissenting Shares, including any interest required to be paid thereon, that are in excess of what such holders would have received hereunder had such holders not been holders of Dissenting Shares or (Biv) any liabilities for taxes Adverse Consequences attributable to the failure of any Seller Holder for which such Seller Holder has been or is after Party (other than any Seller) to deliver the Closing Date assessed as liable to pay by any relevant taxing authority and/or any taxes, fees or other governmental charges attributable to the ownership by the Seller Holders of any of the Interests, the Capital Interest or the Carry Points Interests on or prior to the Closing Date and (C) any liability for any amount of withholding taxes a taxing authority determines should have been withheld from the Purchase Price or any other payments made by Buyers under this Purchase Agreement, including interest, penalties, and additions to tax (clauses (A) — (C), the “Indemnifiable Excluded Obligations”). For the avoidance of doubt, Indemnifiable Excluded Obligations do not include any Losses or Claims relating to or arising out of acts or omissions of the General Partner or Seller in their respective capacities as general partner of the GCP Funds and general partner of the General Partner, which matters are subject to, and governed solely by, the indemnification and exculpation provisions of the agreements of limited partnership of the GCP Funds and the GP AgreementRequired Documentation.

Indemnification by Seller Parties. The Seller Parties Parties, jointly and severally, agree to indemnify, defend, indemnify save and hold harmless Buyer, and each Buyer and its members, partnersof Buyer’s agents, employees, agentsAffiliates, successors officers, and assignsdirectors (each individually, “Buyer Indemnitee”) harmless from and against any and all losses, damages, claimsindebtedness, suits, proceedingsobligations, liabilities, feeslosses, costs and expenses (including settlement costsexpenses, interestassessments, penalties, reasonable fines, judgments, awards, settlements, costs, fees, expenses or deficiencies of any nature whatsoever and whether accrued or fixed, known or unknown, absolute or contingent, matured or un-matured, liquidated or unliquidated, determined or determinable, on or off-balance sheet, and whether arising in the past, present or future (including and without limitation, attorneys’ fees and other costs and expenses incident to any reasonable legal or other expenses for claim, demand, action, suit, arbitration, investigation or defense of any actions or threatened actionssimilar proceeding) (collectively, “Losses” or “Claims,” as the context requires”) which may be imposedincurred, sustained, incurred or suffered or asserted as a result ofsustained by any Buyer Indemnitee which is caused by, relating to resulting from or arising out of of: (i) any inaccuracy in or breach of any representation or warranty of any of Seller Holder Parties contained in Section 5 of this Purchase Agreement or the Additional Seller’s Documents, in any certificate delivered by any Seller Parties hereunder; (ii) any failure breach of any covenant or agreement set forth herein by any Seller Holder to perform Parties or any covenant, agreement or non-fulfillment of any obligation of such any of Seller Holder contained in Parties under this Purchase Agreement or the Additional Seller’s Documentsany exhibit, schedule, certificate or any other document furnished in connection herewith; and (iii) Seller’s ownership of the Interests, Capital Interest and/or Carry Points Interests prior to the Closing, including without limitation, any liabilities for Excluded Liabilities or any taxes, fees or other governmental charges attributable to Seller’s ownership, together with any interest, penalties or addition to tax, (iv) all Prior Investment Obligations, (v) any claim by any person with whom or which Seller has, directly or indirectly, dealt for any finder’s or broker’s fee or commission in connection with the transactions contemplated by this Purchase Agreement, (vi) any Transfer Expenses to be paid or borne by Seller as provided herein and (vi) (A) all liabilities and obligations arising from acts or omissions Taxes of any of Seller Holder (other than in their capacities as the general partner of the General Partner and the general partner of the GCP Funds, respectively) Parties with respect to the Interests, the Capital Interest and the Carry Points Interests that have occurred prior to the Closing Date, (B) any liabilities for taxes of any Seller Holder for which such Seller Holder has been or is after the Closing Date assessed as liable to pay by any relevant taxing authority and/or any taxes, fees or other governmental charges attributable to the ownership by the Seller Holders of any of the Interests, the Capital Interest or the Carry Points Interests periods ending on or prior to the Closing Date and (C) any liability Date. In the event that a Buyer Indemnitee has a claim for indemnification against the Seller Parties hereunder, the Buyer Indemnitee shall first proceed against any amount of withholding taxes a taxing authority determines should have been withheld from in the Purchase Price or any Escrow Account. If there is an insufficient amount available in the Escrow Account, taking into account all other payments made by Buyers under this Purchase Agreement, including interest, penalties, claims against the Escrow and additions to tax (clauses (A) — (C)the amounts remaining in the Escrow Account, the “Indemnifiable Excluded Obligations”)Buyer Indemnitee may proceed against the Seller Parties. For the avoidance of doubt, Indemnifiable Excluded Obligations do not include any Losses or Claims relating to or arising out of acts or omissions of the General Partner or Seller in their respective capacities as general partner of the GCP Funds and general partner of the General Partner, which matters are subject to, and governed solely by, the indemnification and exculpation provisions of the agreements of limited partnership of the GCP Funds and the GP Agreement10.3.

Indemnification by Seller Parties. The (d) Subject to the terms and conditions of this Article 6, the Seller Parties agree to defendParties, severally and not jointly, will indemnify and hold harmless Buyer, the Surviving Corporation, each Buyer of their respective Subsidiaries, each of their respective Affiliates, and its members, partners, employees, agents, their respective successors and assigns, assigns (the “Buyer Indemnitees”) from and against the entirety of any and all losses, damages, claims, suits, proceedings, liabilities, fees, costs and expenses Adverse Consequences that any Buyer Indemnitee may suffer or incur (including settlement costs, interest, penalties, reasonable attorneys’ fees and any reasonable legal Adverse Consequences they may suffer or other expenses for investigation or defense incur after the end of any actions or threatened actionsapplicable survival period, provided that an indemnification claim with respect to such Adverse Consequence is made pursuant to this Article 6 prior to the end of any applicable survival period) (collectivelyresulting from, “Losses” or “Claims,” as the context requires) which may be imposed, sustained, incurred or suffered or asserted as a result arising out of, relating to to, in the nature of, or arising out of caused by (i) any breach or inaccuracy in or breach of any representation or warranty of any Seller Holder contained made in this Purchase Agreement or the Additional Seller’s Documentsin any certificate or instrument delivered pursuant hereto, (ii) any failure by breach of any Seller Holder to perform covenant or agreement of the Company, any covenant, agreement of its Subsidiaries or obligation of such Seller Holder contained the Representative in this Purchase Agreement or the Additional Seller’s Documentsin any certificate or instrument delivered pursuant hereto, (iii) Seller’s ownership of the Interestsany claim, Capital Interest and/or Carry Points Interests prior to the Closingincluding, including without limitationbut not limited to, any liabilities for any taxesan appraisal claim, fees or other governmental charges attributable to Seller’s ownership, together with any interest, penalties or addition to tax, (iv) all Prior Investment Obligations, (v) any claim made by any person with whom or which Seller has, directly or indirectly, dealt for any finderParty relating to such Person’s or broker’s fee or commission in connection with the transactions contemplated by this Purchase Agreement, (vi) any Transfer Expenses to be paid or borne by Seller as provided herein and (vi) (A) all liabilities and obligations arising from acts or omissions of any Seller Holder (other than in their capacities as the general partner of the General Partner and the general partner of the GCP Funds, respectively) rights with respect to the InterestsConsideration, or the Capital Interest calculations and determinations set forth on the Carry Points Interests that have occurred prior Consideration Spreadsheet, and any amounts paid to the Closing Dateholders of Dissenting Shares, including any interest required to be paid thereon, that are in excess of what such holders would have received hereunder had such holders not been holders of Dissenting Shares or (Biv) any liabilities for taxes Adverse Consequences attributable to the failure of any Seller Holder for which such Seller Holder has been or is after Party (other than any Seller) to deliver the Closing Date assessed as liable to pay by any relevant taxing authority and/or any taxes, fees or other governmental charges attributable to the ownership by the Seller Holders of any of the Interests, the Capital Interest or the Carry Points Interests on or prior to the Closing Date and (C) any liability for any amount of withholding taxes a taxing authority determines should have been withheld from the Purchase Price or any other payments made by Buyers under this Purchase Agreement, including interest, penalties, and additions to tax (clauses (A) — (C), the “Indemnifiable Excluded Obligations”). For the avoidance of doubt, Indemnifiable Excluded Obligations do not include any Losses or Claims relating to or arising out of acts or omissions of the General Partner or Seller in their respective capacities as general partner of the GCP Funds and general partner of the General Partner, which matters are subject to, and governed solely by, the indemnification and exculpation provisions of the agreements of limited partnership of the GCP Funds and the GP AgreementRequired Documentation.

Indemnification by Seller Parties. The Seller Parties Parties, jointly and severally, agree to indemnify, defend, indemnify save and hold harmless Buyer, and each Buyer and its members, partnersof Buyer’s agents, employees, agentsAffiliates, successors officers, and assignsdirectors (each individually, “Buyer Indemnitee”) harmless from and against any and all losses, damages, claimsindebtedness, suits, proceedingsobligations, liabilities, feeslosses, costs and expenses (including settlement costsexpenses, interestassessments, penalties, reasonable fines, judgments, awards, settlements, costs, fees, expenses or deficiencies of any nature whatsoever and whether accrued or fixed, known or unknown, absolute or contingent, matured or un-matured, liquidated or unliquidated, determined or determinable, on or off-balance sheet, and whether arising in the past, present or future (including and without limitation, attorneys’ fees and other costs and expenses incident to any reasonable legal or other expenses for claim, demand, action, suit, arbitration, investigation or defense of any actions or threatened actionssimilar proceeding) (collectively, “Losses” or “Claims,” as the context requires”) which may be imposedincurred, sustained, incurred or suffered or asserted as a result ofsustained by any Buyer Indemnitee which is caused by, relating to resulting from or arising out of of: (i) any inaccuracy in or breach of any representation or warranty of any of Seller Holder Parties contained in Section 5 of this Purchase Agreement or the Additional Seller’s Documents, in any certificate delivered by any Seller Parties hereunder; (ii) any failure breach of any covenant or agreement set forth herein by any Seller Holder to perform Parties or any covenant, agreement or non-fulfillment of any obligation of such any of Seller Holder contained in Parties under this Purchase Agreement or the Additional Seller’s Documentsany exhibit, schedule, certificate or any other document furnished in connection herewith; and (iii) Seller’s ownership of the Interests, Capital Interest and/or Carry Points Interests prior to the Closing, including without limitation, any liabilities for Excluded Liabilities or any taxes, fees or other governmental charges attributable to Seller’s ownership, together with any interest, penalties or addition to tax, (iv) all Prior Investment Obligations, (v) any claim by any person with whom or which Seller has, directly or indirectly, dealt for any finder’s or broker’s fee or commission in connection with the transactions contemplated by this Purchase Agreement, (vi) any Transfer Expenses to be paid or borne by Seller as provided herein and (vi) (A) all liabilities and obligations arising from acts or omissions Taxes of any of Seller Holder (other than in their capacities as the general partner of the General Partner and the general partner of the GCP Funds, respectively) Parties with respect to the Interests, the Capital Interest and the Carry Points Interests that have occurred prior to the Closing Date, (B) any liabilities for taxes of any Seller Holder for which such Seller Holder has been or is after the Closing Date assessed as liable to pay by any relevant taxing authority and/or any taxes, fees or other governmental charges attributable to the ownership by the Seller Holders of any of the Interests, the Capital Interest or the Carry Points Interests periods ending on or prior to the Closing Date and (C) any liability Date. In the event that a Buyer Indemnitee has a claim for indemnification against the Seller Parties hereunder, the Buyer Indemnitee shall first proceed against any amount of withholding taxes a taxing authority determines should have been withheld from in the Purchase Price or any Escrow Account. If there is an insufficient amount available in the Escrow Account, taking into account all other payments made by Buyers under this Purchase Agreement, including interest, penalties, claims against the Escrow and additions to tax (clauses (A) — (C)the amounts remaining in the Escrow Account, the “Indemnifiable Excluded Obligations”). For Buyer Indemnitee may proceed against the avoidance of doubt, Indemnifiable Excluded Obligations do not include any Losses or Claims relating to or arising out of acts or omissions of the General Partner or Seller in their respective capacities as general partner of the GCP Funds and general partner of the General Partner, which matters are subject to, and governed solely by, the indemnification and exculpation provisions of the agreements of limited partnership of the GCP Funds and the GP AgreementParties.

Indemnification by Seller Parties. The Subject to Section 7.4, the Seller Parties, jointly and severally, will defend and indemnify the Purchaser Indemnified Parties and their successors and assigns and hold the Purchaser Indemnified Parties and their successors and assigns harmless for, from and against any claim, demand, liability, loss, cost or expense, including reasonable attorneys’ fees, (collectively, “Losses”) which shall result from or arise out of or be incurred in connection with any of the following (including as a result of indemnification or other obligations owing by any Purchaser Indemnified Party in connection with a Securitization Transaction): (i) the untruthfulness of any of the Seller Parties’ representations or warranties contained in this Agreement or the Assumption Agreements, the Specified Amendments, the Assignment and Bxxx of Sale and / or the certificates of the Seller Parties agree delivered pursuant to Section 11.4(b), (ii) the breach by a Seller Party of any of its covenants or agreements herein contained, (iii) the breach by a Seller Party of any of its covenants or agreements in the Assignment and Bxxx of Sale, the Assumption Agreements, the Specified Amendments or the certificates of the Seller Parties delivered pursuant to Section 11.4(b), (iv) any liability or obligation, contingent or otherwise, of a Seller Party relating to the Assets to be Sold that is not assumed by Purchaser pursuant to this Agreement or the Assumption Agreements and which exists on, or arises out of any event or condition occurring or existing at any time prior to, the Transfer Date (including without limitation liabilities or obligations arising from any Account Duties existing as of the Transfer Date which have not been fulfilled by a Seller Party prior to the Transfer Date or which relate to periods prior to the Transfer Date, any act or omission of any Seller Party prior to the Transfer Date, any failure of any Seller Party to perform its obligations under the Securitization Documents with respect to the Securitization Assets prior to the Transfer Date), (v) any and all Taxes that are the responsibility of the Seller Parties pursuant to Section 6.7 and Taxes, if any, of the Master Trust for tax periods (or portions thereof) ending on or before the Closing Date, or (vi) litigation matters filed on or before the Transfer Date with respect to an Eligible Account (collectively, “Purchaser Indemnified Losses”); provided, however, in no event shall the Seller Parties be obligated under this Section 7.1 to defend, indemnify and hold harmless each Buyer and its membersany Purchaser Indemnified Party harmless, partners, employees, agents, successors and assignsfor, from and against any and all losses, damages, claims, suits, proceedings, liabilities, fees, costs and expenses (including settlement costs, interest, penalties, reasonable attorneys’ fees and any reasonable legal or other expenses for investigation or defense of any actions or threatened actions) (collectively, “Losses” or “Claims,” as the context requires) which may be imposed, sustained, incurred or suffered or asserted as a result of, relating to or arising out of (i) any inaccuracy in or breach of any representation or warranty of any Seller Holder contained in this Purchase Agreement or the Additional Seller’s Documents, (ii) any failure by any Seller Holder to perform any covenant, agreement or obligation of such Seller Holder contained in this Purchase Agreement or the Additional Seller’s Documents, (iii) Seller’s ownership of the Interests, Capital Interest and/or Carry Points Interests prior Losses to the Closing, including without limitation, any liabilities for any taxes, fees extent the same shall result from such Purchaser Indemnified Party’s willful misconduct or other governmental charges attributable to Seller’s ownership, together with any interest, penalties or addition to tax, (iv) all Prior Investment Obligations, (v) any claim by any person with whom or which Seller has, directly or indirectly, dealt for any finder’s or broker’s fee or commission in connection with the transactions contemplated by this Purchase Agreement, (vi) any Transfer Expenses to be paid or borne by Seller as provided herein and (vi) (A) all liabilities and obligations arising from acts or omissions of any Seller Holder (other than in their capacities as the general partner of the General Partner and the general partner of the GCP Funds, respectively) with respect to the Interests, the Capital Interest and the Carry Points Interests that have occurred prior to the Closing Date, (B) any liabilities for taxes of any Seller Holder for which such Seller Holder has been or is after the Closing Date assessed as liable to pay by any relevant taxing authority and/or any taxes, fees or other governmental charges attributable to the ownership by the Seller Holders of any of the Interests, the Capital Interest or the Carry Points Interests on or prior to the Closing Date and (C) any liability for any amount of withholding taxes a taxing authority determines should have been withheld from the Purchase Price or any other payments made by Buyers under this Purchase Agreement, including interest, penalties, and additions to tax (clauses (A) — (C), the “Indemnifiable Excluded Obligations”). For the avoidance of doubt, Indemnifiable Excluded Obligations do not include any Losses or Claims relating to or arising out of acts or omissions of the General Partner or Seller in their respective capacities as general partner of the GCP Funds and general partner of the General Partner, which matters are subject to, and governed solely by, the indemnification and exculpation provisions of the agreements of limited partnership of the GCP Funds and the GP Agreementgross negligence.

Indemnification by Seller Parties. The Seller Parties Parties, jointly and severally, agree to indemnify, defend, indemnify save and hold harmless Buyer, and each Buyer and its members, partnersof Buyer’s agents, employees, agentsAffiliates, successors officers, and assignsdirectors (each individually, “Buyer Indemnitee”) harmless from and against any and all losses, damages, claimsindebtedness, suits, proceedingsobligations, liabilities, feeslosses, costs and expenses (including settlement costsexpenses, interestassessments, penalties, reasonable fines, judgments, awards, settlements, costs, fees, expenses or deficiencies of any nature whatsoever and whether accrued or fixed, known or unknown, absolute or contingent, matured or unmatured, liquidated or unliquidated, determined or determinable, on or off-balance sheet, and whether arising in the past, present or future (including and without limitation, attorneys’ fees and other costs and expenses incident to any reasonable legal or other expenses for claim, demand, action, suit, arbitration, investigation or defense of any actions or threatened actionssimilar proceeding) (collectively, “Losses” or “Claims,” as the context requires”) which may be imposedincurred, sustained, incurred or suffered or asserted as a result ofsustained by any Buyer Indemnitee which is caused by, relating to resulting from or arising out of of: (i) any inaccuracy in or breach of any representation or warranty of Seller contained in Section 5 of this Agreement or in any certificate delivered by any Seller Holder contained in this Purchase Agreement or the Additional Seller’s Documents, Parties hereunder; (ii) any failure breach of any covenant or agreement set forth herein by any Seller Holder to perform Parties or any covenant, agreement or non-fulfillment of any obligation of any of Seller Parties under this Agreement, provided that in the case of a breach in the provisions of Section 7.6 only the Seller Party who breaches the provisions of Section 7.6 shall have liability to any Buyer Indemnitee under the provisions of this Section 10 for such Seller Holder contained in this Purchase Agreement or the Additional Seller’s Documents, breach; and (iii) Seller’s ownership of the Interests, Capital Interest and/or Carry Points Interests prior to the Closing, including without limitation, any liabilities for Excluded Liabilities or any taxes, fees or other governmental charges attributable to Seller’s ownership, together with any interest, penalties or addition to tax, (iv) all Prior Investment Obligations, (v) any claim by any person with whom or which Seller has, directly or indirectly, dealt for any finder’s or broker’s fee or commission in connection with the transactions contemplated by this Purchase Agreement, (vi) any Transfer Expenses to be paid or borne by Seller as provided herein and (vi) (A) all liabilities and obligations arising from acts or omissions Taxes of any of Seller Holder (other than in their capacities as the general partner of the General Partner and the general partner of the GCP Funds, respectively) Parties with respect to the Interests, the Capital Interest and the Carry Points Interests that have occurred prior to the Closing Date, (B) any liabilities for taxes of any Seller Holder for which such Seller Holder has been or is after the Closing Date assessed as liable to pay by any relevant taxing authority and/or any taxes, fees or other governmental charges attributable to the ownership by the Seller Holders of any of the Interests, the Capital Interest or the Carry Points Interests periods ending on or prior to the Closing Date and (C) any liability for any amount of withholding taxes a taxing authority determines should have been withheld from the Purchase Price or any other payments made by Buyers under this Purchase Agreement, including interest, penalties, and additions to tax (clauses (A) — (C), the “Indemnifiable Excluded Obligations”). For the avoidance of doubt, Indemnifiable Excluded Obligations do not include any Losses or Claims relating to or arising out of acts or omissions of the General Partner or Seller in their respective capacities as general partner of the GCP Funds and general partner of the General Partner, which matters are subject to, and governed solely by, the indemnification and exculpation provisions of the agreements of limited partnership of the GCP Funds and the GP AgreementDate.

Indemnification by Seller Parties. The Seller Parties agree to defend, and Xxxxxxxx shall jointly and severally indemnify and hold harmless each Buyer the Purchaser, the Company and its membersPetrenko, partners, employees, agentstheir affiliates and their respective heirs, successors and assignsassigns (and their respective shareholders, officers, directors, employees and agents) (collectively the “Purchaser Indemnified Parties”) from and against any and all lossesdamages, damagesfines, fees, penalties, deficiencies, liabilities, claims, suitslosses (including loss of value), proceedingsdemands, liabilitiesjudgments, feessettlements, actions, obligations and costs and expenses (including settlement costs, interest, penalties, reasonable attorneys’ court costs and fees and any reasonable legal costs of attorneys, accountants and other experts or other expenses for investigation of litigation or defense other proceedings or of any actions claim, default or threatened actionsassessment) (collectively, “Losses” or “Claims,” as the context requires”) which that may be imposedasserted against, sustainedor paid, incurred or suffered or asserted as a result incurred by any Purchaser Indemnified Party that, directly or indirectly, arise out of, relating result from, are based upon or relate to (a) the inaccuracy, as of the date of this Agreement or arising out of (i) any inaccuracy in or breach the Closing, of any representation or warranty made by any of any the Seller Holder contained Parties in this Purchase Agreement or the Additional Seller’s Documents, Agreement; (iib) any failure by any the Seller Holder Parties to perform or fulfill any covenantof their covenants or agreements required to be performed by the Seller Parties under this Agreement; (c) claims, agreement litigation or any other proceedings initiated by or involving Xxxxxx Xxxxx existing currently or initiated in the future; (d) present or future Seller’s shareholder claims, litigation or proceedings against the Purchaser Indemnified Parties arising out of this transaction; (e) any claims arising under the Advance Financial Loan, the Credit Cash Loan and the Hope Capital Loan; and (f) any liability or obligation of such Seller Holder contained in this Purchase Agreement or the Additional Seller’s Documents, (iii) Seller’s ownership of any nature whatsoever arising out of the Interests, Capital Interest and/or Carry Points Interests conduct of Seller prior to the Closing, including without limitation, any liabilities for any taxes, fees or other governmental charges attributable Closing and to Seller’s ownership, together with any interest, penalties or addition to tax, (iv) all Prior Investment Obligations, (v) any claim by any person with whom or which Seller hashad Knowledge; provided, however, that Seller and Xxxxxxxx shall not be obligated to indemnify the Purchaser Indemnified Parties if the claim was directly or indirectly caused by the Purchaser Indemnified Parties; and, provided, further, that, for purposes of any limitation on indemnification resulting from the application of the immediately preceding proviso, neither the execution of this Agreement nor the consummation of any transactions contemplated hereby is intended or shall be construed, directly or indirectly, dealt for any finder’s or broker’s fee or commission in connection with the transactions contemplated by this Purchase Agreement, (vi) any Transfer Expenses as having caused a claim to be paid or borne by Seller as provided herein and (vi) (A) all liabilities and obligations arising from acts or omissions of any Seller Holder (other than in their capacities as brought against the general partner of the General Partner and the general partner of the GCP Funds, respectively) with respect to the Interests, the Capital Interest and the Carry Points Interests that have occurred prior to the Closing Date, (B) any liabilities for taxes of any Seller Holder for which such Seller Holder has been or is after the Closing Date assessed as liable to pay by any relevant taxing authority and/or any taxes, fees or other governmental charges attributable to the ownership by the Seller Holders of any of the Interests, the Capital Interest or the Carry Points Interests on or prior to the Closing Date and (C) any liability for any amount of withholding taxes a taxing authority determines should have been withheld from the Purchase Price or any other payments made by Buyers under this Purchase Agreement, including interest, penalties, and additions to tax (clauses (A) — (C), the “Indemnifiable Excluded Obligations”). For the avoidance of doubt, Indemnifiable Excluded Obligations do not include any Losses or Claims relating to or arising out of acts or omissions of the General Partner or Seller in their respective capacities as general partner of the GCP Funds and general partner of the General Partner, which matters are subject to, and governed solely by, the indemnification and exculpation provisions of the agreements of limited partnership of the GCP Funds and the GP AgreementPurchaser Indemnified Parties.

Indemnification by Seller Parties. The Each of the Seller Parties agree (and AsTraKel with respect to defendclauses (i)(D), (ii)(D) and (vi) (with respect to item 2 on the attached INDEMNIFICATION SCHEDULE)) shall jointly and severally indemnify and hold harmless each Buyer and its membersAffiliates, partnersstockholders, officers, directors, employees, agents, partners, representatives, successors and assignsassigns (collectively, from the "BUYER PARTIES") and save and hold each of them harmless against and pay on behalf of or reimburse such Buyer Parties as and when incurred for any and all lossesloss, damagesliability, claimsdemand, suitsclaim, proceedingsaction, liabilitiescause of action, feescost, costs and expenses damage, deficiency, Tax, penalty, fine or expense, whether or not arising out of third-party claims (including settlement costs, interest, penalties, reasonable attorneys’ ' fees and any reasonable legal expenses and all amounts paid in investigation, defense or other expenses for investigation or defense settlement of any actions or threatened actionsof the foregoing) (collectively, “Losses” "LOSSES"), which any such Buyer Party may suffer, sustain or “Claims,” as the context requires) which may be imposedbecome subject to, sustained, incurred or suffered or asserted as a result of, in connection with, relating or incidental to or arising out of by virtue of: (i) any inaccuracy in or breach by any Seller Party of any representation or warranty made by the Seller Parties in (A) this Agreement or any of the Schedules or Exhibits attached hereto, or in any of the certificates or other instruments or documents furnished by Seller Holder contained in pursuant to this Agreement, (B) the Equipment Purchase Agreement, (C) the Goodwill Purchase Agreement (D) the CCC Merger Agreement or (E) the Additional Seller’s Documents, Xxxx Xxxx Merger Agreement; (ii) any failure by any Seller Holder to perform nonfulfillment or breach of any covenant, agreement or obligation other provision by any Seller Party under (A) this Agreement or any of such Seller Holder contained in this the Schedules and Exhibits attached hereto, (B) the Equipment Purchase Agreement, (C) the Goodwill Purchase Agreement (D) the CCC Merger Agreement or (E) the Additional Seller’s Documents, Xxxx Xxxx Merger Agreement; (iii) Seller’s ownership of the Interests, Capital Interest and/or Carry Points Interests prior to the Closing, including without limitation, any liabilities for any taxes, fees or other governmental charges attributable to Seller’s ownership, together with any interest, penalties or addition to tax, Excluded Liability; (iv) all Prior Investment Obligationsany Taxes of Seller with respect to any Tax year or portion thereof ending on, before or after the Closing Date as determined in accordance with Section 8.10 hereof; (v) any claim by services or work performed prior to the Closing in violation of any person with whom collective bargaining agreement or collective bargaining relationship to which the Seller hasParties or their Affiliates are a party or are otherwise bound, directly or indirectly, dealt for any finder’s or broker’s fee or commission in connection with the transactions contemplated by this Purchase Agreement, (vi) any Transfer Expenses to be paid or borne by of the matters set forth on the INDEMNIFICATION SCHEDULE attached hereto; PROVIDED THAT none of the Seller as provided herein and Parties shall have any liability under clause (vii) (A) all liabilities and obligations arising from acts or omissions of any Seller Holder above (other than in their capacities as the general partner of the General Partner and the general partner of the GCP Funds, respectively) with respect to the InterestsPrincipal Representations) unless the aggregate of all Losses relating thereto for which the Seller Parties would, but for this proviso, be liable exceeds on a cumulative basis an amount equal to $100,000 (and then the Capital Interest Seller Parties shall be liable for only such Losses in excess of the $100,000 deductible); and PROVIDED FURTHER that the Carry Points Interests that have occurred prior Seller Parties' aggregate liability under clause (i) above (other than with respect to the Closing DatePrincipal Representations) shall in no event exceed $3,000,000 (with it being understood, however, that nothing in this Agreement (Bincluding this Section 8.2(a)) any liabilities for taxes of any Seller Holder for which such Seller Holder has been shall limit or is after the Closing Date assessed as liable to pay by any relevant taxing authority and/or any taxes, fees or other governmental charges attributable to the ownership by the Seller Holders of restrict any of the Interests, the Capital Interest Buyer Parties' right to maintain or the Carry Points Interests on recover any amounts in connection with any action or prior to the Closing Date and (C) any liability for any amount of withholding taxes a taxing authority determines should have been withheld from the Purchase Price claim based upon fraud or any other payments made by Buyers under this Purchase Agreement, including interest, penalties, and additions to tax (clauses (A) — (Cintentional misrepresentation), the “Indemnifiable Excluded Obligations”). For the avoidance of doubt, Indemnifiable Excluded Obligations do not include any Losses or Claims relating to or arising out of acts or omissions of the General Partner or Seller in their respective capacities as general partner of the GCP Funds and general partner of the General Partner, which matters are subject to, and governed solely by, the indemnification and exculpation provisions of the agreements of limited partnership of the GCP Funds and the GP Agreement.