Common use of Indemnification by Seller Parties Clause in Contracts

Indemnification by Seller Parties. Subject to the terms and conditions of this Article 6, the Seller Parties, severally and not jointly, will indemnify and hold harmless Buyer, the Surviving Corporation, each of their respective Subsidiaries, each of their respective Affiliates, and their respective successors and assigns (the “Buyer Indemnitees”) from and against the entirety of any Adverse Consequences that any Buyer Indemnitee may suffer or incur (including any Adverse Consequences they may suffer or incur after the end of any applicable 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) resulting from, arising out of, relating to, in the nature of, or caused by (i) any breach or inaccuracy of any representation or warranty made in this Agreement or in any certificate or instrument delivered pursuant hereto, (ii) any breach of any covenant or agreement of the Company, any of its Subsidiaries or the Representative in this Agreement or in any certificate or instrument delivered pursuant hereto, (iii) any claim, including, but not limited to, an appraisal claim, made by any Seller Party relating to such Person’s rights with respect to the Consideration, or the calculations and determinations set forth on the Consideration Spreadsheet, and any amounts paid to the holders 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 (iv) any Adverse Consequences attributable to the failure of any Seller Party (other than any Seller) to deliver the Required Documentation.

Indemnification by Seller Parties. Subject to the terms and conditions Each of this Article 6, the Seller Parties, severally jointly and not jointlyseverally, will indemnify agrees to indemnify, defend and hold harmless BuyerPurchaser and any of its members, the Surviving Corporationofficers, each of their respective Subsidiariesdirectors, each of their respective Affiliatesemployees, and their respective agents, affiliates, successors and or assigns (the “Buyer Indemnitees”each, a "Purchaser Party") (up to a maximum indemnification ceiling of *** from and against the entirety of any Adverse Consequences loss, damage or expense (including reasonable attorneys' fees) that any Buyer Indemnitee a Purchaser Party may incur, suffer or incur become liable for as a result of or in connection with (including any Adverse Consequences they may suffer or incur after a) the end of any applicable 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) resulting from, arising out of, relating to, in the nature of, or caused by (i) any breach or inaccuracy of any representation or warranty made in this Agreement or in any certificate or instrument delivered pursuant hereto, (ii) any breach of any covenant or agreement of the Company, any of its Subsidiaries or the Representative in this Agreement or in any certificate or instrument delivered pursuant hereto, (iii) any claim, including, but not limited to, an appraisal claim, made by any Seller Party relating to such Person’s rights with respect to the Consideration, or the calculations and determinations set forth on the Consideration Spreadsheet, and any amounts paid to the holders 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 (iv) any Adverse Consequences attributable to the failure of any Seller Party contained in this Agreement, including any Exhibit or Schedule hereto, occurring or developing during the period of survival of such representation or warranty; (other than b) the breach of any Selleragreement of any Seller Party contained in this Agreement; or (c) any Excluded Liability. Purchaser, acting on behalf of a Purchaser Party, will give the Seller Parties prompt written notice of any claim, suit or demand which Purchaser believes will give rise to deliver indemnification by the Required DocumentationSeller Parties under this section; provided, however, that, the failure to give such notice will not affect the obligations of the Seller 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, 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 settlement, 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 the Purchaser Party's written consent, settle or compromise any claim or consent to any entry of judgment which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Purchaser Party a release from all liability in respect of such claim.

Indemnification by Seller Parties. Subject to the terms and conditions of this Article 6Section 7.4, the Seller Parties, severally jointly and not jointlyseverally, will defend and indemnify and hold harmless Buyer, the Surviving Corporation, each of their respective Subsidiaries, each of their respective Affiliates, Purchaser Indemnified Parties and their respective successors and assigns (and hold the “Buyer Indemnitees”) 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 entirety of any Adverse Consequences that any Buyer Indemnitee may suffer or incur following (including as a result of indemnification or other obligations owing by any Adverse Consequences they may suffer or incur after the end of any applicable survival period, provided that an indemnification claim Purchaser Indemnified Party in connection with respect to such Adverse Consequence is made pursuant to this Article 6 prior to the end of any applicable survival period) resulting from, arising out of, relating to, in the nature of, or caused by a Securitization Transaction): (i) any breach or inaccuracy the untruthfulness of any representation of the Seller Parties’ representations or warranty made warranties contained in this Agreement or in any certificate the Assumption Agreements, the Specified Amendments, the Assignment and Bxxx of Sale and / or instrument the certificates of the Seller Parties delivered pursuant heretoto Section 11.4(b), (ii) any the breach by a Seller Party of any covenant or agreement of the Company, any of its Subsidiaries covenants or the Representative in this Agreement or in any certificate or instrument delivered pursuant heretoagreements herein contained, (iii) the breach by a Seller Party of any claimof its covenants or agreements in the Assignment and Bxxx of Sale, includingthe Assumption Agreements, but not limited tothe Specified Amendments or the certificates of the Seller Parties delivered pursuant to Section 11.4(b), an appraisal claim(iv) any liability or obligation, made by any contingent or otherwise, of a Seller Party relating to such Person’s rights with respect 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 Consideration, Transfer Date or the calculations and determinations set forth on the Consideration Spreadsheet, and any amounts paid which relate to periods prior to the holders Transfer Date, any act or omission 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 (iv) any Adverse Consequences attributable 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), (other than v) any Sellerand 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 deliver an Eligible Account (collectively, “Purchaser Indemnified Losses”); provided, however, in no event shall the Required DocumentationSeller Parties be obligated under this Section 7.1 to defend, indemnify and hold any Purchaser Indemnified Party harmless, for, from and against any Losses to the extent the same shall result from such Purchaser Indemnified Party’s willful misconduct or gross negligence.

Indemnification by Seller Parties. Subject The Seller Parties agree to the terms and conditions of this Article 6defend, the Seller Parties, severally and not jointly, will indemnify and hold harmless Buyereach Buyer and its members, the Surviving Corporationpartners, each of their respective Subsidiariesemployees, each of their respective Affiliatesagents, and their respective successors and assigns (the “Buyer Indemnitees”) assigns, from and against the entirety 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 Adverse Consequences that any Buyer Indemnitee actions or threatened actions) (collectively, “Losses” or “Claims,” as the context requires) which may suffer be imposed, sustained, incurred or incur (including any Adverse Consequences they may suffer suffered or incur after the end of any applicable 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) resulting from, arising out asserted as a result of, relating to, in the nature of, to or caused by arising out of (i) any inaccuracy in or breach or inaccuracy of any representation or warranty made of any Seller Holder contained in this Purchase Agreement or in any certificate or instrument delivered pursuant heretothe Additional Seller’s Documents, (ii) any breach failure by any Seller Holder to perform any covenant, agreement or obligation of any covenant or agreement of the Company, any of its Subsidiaries such Seller Holder contained in this Purchase Agreement or the Representative in this Agreement or in any certificate or instrument delivered pursuant heretoAdditional 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 claimliabilities for any taxes, includingfees or other governmental charges attributable to Seller’s ownership, but not limited totogether with any interest, an appraisal claimpenalties or addition to tax, made (iv) all Prior Investment Obligations, (v) any claim by any person with whom or which Seller Party relating 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 such Person’s rights 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 ConsiderationInterests, or the calculations Capital Interest and determinations set forth on the Consideration Spreadsheet, and any amounts paid Carry Points Interests that have occurred prior to the holders of Dissenting SharesClosing Date, 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 (ivB) any Adverse Consequences 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 failure 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 Party (other than any Seller) to deliver in their respective capacities as general partner of the Required DocumentationGCP 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.