Common use of Indemnification by the Seller Clause in Contracts

Indemnification by the Seller. (a) Without limiting any other rights that the Buyer, any assignee of the Buyer or any of such Persons’ respective shareholders, officers, employees, agents, or Affiliates (each an “Indemnified Party”) may have hereunder or under Applicable Law, the Seller hereby agrees to indemnify each Indemnified Party from and against any and all damages, losses, claims, liabilities and related costs and expenses, including reasonable attorneys’ fees and disbursements (all of the foregoing being collectively referred to as “Indemnified Amounts”), awarded against or incurred by such Indemnified Party or any of them as a result of any of the Indemnified Matters (as defined below), excluding, however, (a) Indemnified Amounts to the extent resulting from the gross negligence, bad faith or willful misconduct on the part of the applicable Indemnified Party, and (b) Indemnified Amounts that have the effect of recourse for non–payment of the Transferred Assets due to credit problems of the Obligors (including bankruptcy or insolvency). If the Seller has made any indemnity payment pursuant to this Section 9.1 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of such Indemnified Amounts, then the recipient shall repay to the Seller an amount equal to the amount it has collected from others in respect of such indemnified amounts. As used herein, “Indemnified Matters” means:

Indemnification by the Seller. (a) Without limiting any other rights that the BuyerThe Seller shall save, any assignee of defend, indemnify and hold harmless the Buyer or any of such Persons’ respective shareholdersand its Affiliates, officers, directors, employees, agents, or Affiliates successors and assigns (each an collectively, the “Buyer Indemnified PartyParties”) may have hereunder or under Applicable Law, the Seller hereby agrees to indemnify each Indemnified Party from and against any and all losses, damages, lossesliabilities, deficiencies, claims, liabilities and related interest, awards, judgments, penalties, costs and expenses, expenses (including reasonable attorneys’ fees fees, costs and disbursements other out-of-pocket expenses incurred in investigating, preparing or defending the foregoing) (all hereinafter collectively, “Losses”) to the extent resulting from: (a) any breach of any representation or warranty made by the foregoing being collectively referred Seller contained in this Agreement, any Ancillary Agreement or any certificate delivered pursuant hereto; (b) any breach of any covenant or agreement by the Seller contained in this Agreement or any Ancillary Agreement; (c) any Excluded Asset or Excluded Liability; (d) any failure to as “Indemnified Amounts”comply with Laws relating to bulk transfers or bulk sales with respect to the Transactions; (e) subject to Section 8.5(a)(iv), awarded against any Indemnified Pre-Closing Environmental Liability; (f) any litigation, proceeding or incurred claim by such Indemnified Party any third party relating to the Business or any of them as a result operations of any of the Indemnified Matters (as defined below), excluding, however, (a) Indemnified Amounts Publications on or prior to the extent resulting from the gross negligence, bad faith or willful misconduct on the part of the applicable Indemnified Party, and Closing Date; or (bg) Indemnified Amounts that have the effect of recourse for non–payment of the Transferred Assets due to credit problems of the Obligors (including bankruptcy or insolvency). If any failure by the Seller has made any indemnity payment pursuant to this Section 9.1 and such payment fully indemnified comply with the recipient thereof and WARN Act or other similar applicable Law pertaining to “plant closing” or “mass layoffs” affecting the recipient thereafter collects any payments from others in respect of such Indemnified Amounts, then Business Employees before the recipient shall repay to the Seller an amount equal to the amount it has collected from others in respect of such indemnified amounts. As used herein, “Indemnified Matters” means:Closing Date.

Indemnification by the Seller. Subject to the limitations in this Section 2.06, from and after the Closing, the Seller shall defend and hold harmless the Purchaser, its Subsidiaries and its Representatives (a) Without limiting any other rights that the Buyereach, any assignee of the Buyer or any of such Persons’ respective shareholders, officers, employees, agents, or Affiliates (each an a “Purchaser Indemnified Party”) may have hereunder or under Applicable Law, the Seller hereby agrees to indemnify each Indemnified Party from and against any and all damages, losses, claims, liabilities and related costs and expenses, including reasonable attorneys’ fees and disbursements (all of the foregoing being collectively referred to as “Indemnified Amounts”), awarded against Losses actually suffered or incurred by such Purchaser Indemnified Party if and to the extent such Losses are suffered or any of them incurred as a result of any of the Indemnified Matters following: (as defined belowi) any breach or inaccuracy of any representation or warranty of the Seller when made or deemed to be made under the terms hereof (unless specifically provided otherwise); (ii) the breach of or failure to perform any covenant or agreement of the Seller or its Affiliates (including the Transferred Entities prior to the Closing) under this Agreement, excludingother than the covenants and agreements under Section 7.10, howeverwhich shall be subject to the indemnification provisions of Section 7.10; (iii) any and all D&O Costs of any director, (a) Indemnified Amounts officer, manager or general or limited partner of any Transferred Entity relating to any threatened, pending or completed action, suit or Proceeding that is not primarily related to the MCC Business solely to the extent resulting from not covered by the gross negligence, bad faith or willful misconduct on the part of the applicable Indemnified Party, prepaid “tail” directors’ and officers’ liability insurance policy contemplated by Section 4.07(d); (biv) Indemnified Amounts that have the effect of recourse for non–payment any Indebtedness of the Transferred Assets due to credit problems Entities which is outstanding as of the Obligors Closing and which is not accounted for in the Post-Closing Adjustment; (including bankruptcy or insolvency). If v) any Seller Transaction Expenses which are outstanding as of the Closing and which are not accounted for in the Post-Closing Adjustment; (vi) the Excluded Liabilities; (vii) the failure by the Seller has made any indemnity payment pursuant to this Section 9.1 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of such Indemnified Amounts, then the recipient shall repay pay Transfer Taxes to the extent provided in Section 7.08; and (viii) the matters set forth on Section 2.06(b)(viii) of the Seller an amount equal to the amount it has collected from others in respect of such indemnified amounts. As used herein, “Indemnified Matters” means:Disclosure Letter.

Indemnification by the Seller. To the extent provided in this ARTICLE VII, the Seller and TVM (aas provided below) Without limiting any other rights that the shall indemnify and hold Buyer, any assignee of the Buyer or any of such Persons’ respective shareholdersand its successors and assigns, and its officers, directors, employees, agentsstockholders, or agents and Affiliates (each an each, a “Buyer Indemnified Party”) harmless from and against: (a) any Damages that such Buyer Indemnified Party may have hereunder sustain, suffer or under Applicable Lawincur and that result from, arise out of or relate to: (i) any inaccuracy of any representation or warranty of the Seller in this Agreement, or any certificate or other writing delivered by or on behalf of the Seller in connection herewith or therewith; (ii) any nonfulfillment of any covenant or agreement on the part of the Seller set forth in this Agreement or any other agreement or instrument contemplated hereby agrees or delivered by Seller in connection with the transactions contemplated by this Agreement; (iii) all Retained Liabilities, regardless of whether or not the Seller disclosed any such Liabilities in the Seller Disclosure Schedule or otherwise, including any Liabilities imposed on Buyer as a result of transferee, successor or similar Liability (including bulk sales, bulk transfer or similar Laws) or otherwise; or (iv) all Taxes of Seller incurred with respect to indemnify each Indemnified Party from and against the Acquired Assets or the Business, whether as a transferee or successor, contractually or otherwise; and (b) any and all damagesactions, lossessuits, claims, liabilities and related proceedings, investigations, allegations, demands, assessments, audits, fines, judgments, costs and expenses, other expenses (including reasonable attorneys’ fees and disbursements (all expenses) incident to any of the foregoing being collectively referred to as “Indemnified Amounts”), awarded against or incurred by such Indemnified Party or any of them as a result of any of the Indemnified Matters (as defined below), excluding, however, (a) Indemnified Amounts to the extent resulting from the gross negligence, bad faith or willful misconduct on the part enforcement of the applicable Indemnified Party, and (b) Indemnified Amounts that have the effect of recourse for non–payment of the Transferred Assets due to credit problems of the Obligors (including bankruptcy or insolvency). If the Seller has made any indemnity payment pursuant to this Section 9.1 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of such Indemnified Amounts, then the recipient shall repay to the Seller an amount equal to the amount it has collected from others in respect of such indemnified amounts. As used herein, “Indemnified Matters” means:7.02.

Indemnification by the Seller. (a) Without limiting any other rights that which the BuyerPurchaser, any assignee of the Buyer Purchaser or any of such Persons’ respective shareholdersmembers, managers, officers, employeesagents and employees (each, agents, or Affiliates (each an “Indemnified Party”) may have hereunder or under Applicable Law, the Seller hereby agrees to indemnify each any Indemnified Party from and against any and all damagesexpenses, losses, claimsdamages, liabilities liabilities, demands, charges and related costs and expenses, claims of any nature whatsoever (including reasonable attorneys’ fees and disbursements expenses), as are awarded against or actually incurred by such Indemnified Party arising out of or as a result of this Agreement or in respect of any of the Sale Portfolio (all of the foregoing foregoing, being collectively referred to as “Indemnified Amounts”), awarded against or incurred by such Indemnified Party or any of them as a result of any of the Indemnified Matters (as defined below), excluding, however, (a) Indemnified Amounts to the extent resulting solely from the (x) gross negligence, bad faith negligence or willful misconduct on the part of an Indemnified Party or (y) Loans which are uncollectable due to the applicable Indemnified Party, and Obligor’s financial inability to pay. (b) Indemnified Amounts that have Any amounts subject to the effect indemnification provisions of recourse for non–payment this Section 9.1 payable by the Seller to the Purchaser shall be paid as Principal Collections within four (4) Business Days of the Transferred Assets due Purchaser’s written demand therefor (and the Purchaser shall immediately deposit, or cause to credit problems of be deposited, such amounts into the Obligors Collections Account). (including bankruptcy or insolvency). c) If the Seller has made any indemnity payment payments pursuant to this Section 9.1 and such payment fully indemnified the recipient thereof and the recipient applicable Indemnified Party thereafter collects any payments from others in respect of such Indemnified Amountsamounts from others, then the recipient shall such indemnified party will promptly repay such amounts collected to the Seller in an amount equal to the amount it has collected from others in respect of such indemnified amounts, without interest. (d) Notwithstanding anything to the contrary in this Section 9.1, to the maximum extent permitted by applicable law, to the extent that the Purchaser is entitled to make any claim pursuant to Section 9.1(a), the Purchaser hereby agrees to forebear from making any such claim until such time that (i) the Purchaser no longer owns (x) any assets of the type included in clauses (a), (b) and (e) of the definition of “Collateral Portfolio” or (y) any Permitted Investments and (ii) the Purchaser owes any accrued and unpaid Obligations pursuant to Section 8.01 of the Loan and Servicing Agreement. As used The operation of this Section 9.1(d) shall not be construed as a waiver by the Purchaser of any claim pursuant to Section 9.1(a) and any rights that shall accrue to the Purchaser thereunder shall toll until the satisfaction of the conditions set forth in the preceding sentence. (e) The obligations of the Seller under this Section 9.1 shall survive the termination of this Agreement. (f) Notwithstanding anything to the contrary herein, “Indemnified Matters” means:the Seller shall have no liability for any indirect, consequential or punitive damages.

Indemnification by the Seller. (a) Without limiting any other rights that AOL and the BuyerSeller each agrees to indemnify, any assignee of defend and hold harmless the Buyer or any of such Persons’ respective shareholdersand its directors, officers, agents, employees, agentsrepresentatives, or attorneys, Affiliates (each an “Indemnified Party”) may have hereunder or under Applicable Law, the Seller hereby agrees to indemnify each Indemnified Party and successors and assigns from and against any and all damagesloss, lossesliability, claimsdamage, liabilities and related costs and expensescost or expense (including, including without limitation, reasonable attorneys’ and accountants’ fees and disbursements (all expenses) arising out of the foregoing being collectively referred to as “Indemnified Amounts”), awarded against or incurred by such Indemnified Party or any of them as a result of any of the Indemnified Matters (as defined below), excluding, however, resulting from (a) Indemnified Amounts to the extent resulting from the gross negligence, bad faith or willful misconduct on the part each breach of the applicable Indemnified Party, representations and warranties made by the Seller pursuant to this Agreement; (b) Indemnified Amounts that have the effect of recourse for non–payment each breach of the Transferred Assets due to credit problems of the Obligors (including bankruptcy covenants or insolvency). If agreements made by the Seller has made any indemnity payment and AOL pursuant to this Agreement, (c) the operation of, or any action or failure to act by the Seller with respect to, the Assets or the Music Now Service prior to the Closing Date and (d) any and all Retained Liabilities. Neither AOL nor the Seller will have liability (indemnification or otherwise) with respect to claims under this Section 9.1 14.1 until the total of all damages with respect to such matters exceeds [***] Dollars ($[***]) and then only for the amount by which such payment fully indemnified damages exceeds [***] Dollars ($[***]) in the recipient thereof aggregate. The total amount of damages AOL and the recipient thereafter collects Seller will be obligated to pay under Section 14.1(a) shall not exceed the Cash Purchase Price. However, in the event of any payments from others breach of any representation or warranty made by Seller, each materiality qualifier contained in respect such representation or warranty shall be deemed excluded solely for purposes of such Indemnified Amounts, then calculating the recipient shall repay extent of losses subject to the Seller an amount equal to the amount it has collected from others in respect of such indemnified amountsindemnity under this Section 14.1. As used herein, “Indemnified Matters” means:PORTIONS DENOTED WITH [***] HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.

Indemnification by the Seller. (a) Without limiting any other rights that From and after the BuyerClosing and subject to the provisions of this Section 5.2, any assignee the Seller shall indemnify and hold harmless the Purchaser, its Affiliates and each of the Buyer or any of such Persons’ their respective shareholdersofficers, officersdirectors, employees, agents, or Affiliates successors and permitted assigns, each in their capacity as such (each an collectively, the “Purchaser Indemnified PartyParties”) may have hereunder or under Applicable Lawfrom, the Seller hereby agrees to indemnify each Indemnified Party from against and against in respect of any and all damages, losses, charges, liabilities, claims, liabilities demands, actions, suits, proceedings, payments, judgments, settlements, assessments, deficiencies, interest, penalties, diminution in value, and related costs and expensesexpenses (collectively, including reasonable attorneys’ fees and disbursements (all “Losses”) imposed on, sustained, incurred or suffered by, or asserted against, any of the foregoing being collectively referred to as “Purchaser Indemnified Amounts”)Parties, awarded against in each case net of any actual benefit, in respect of Third-Party Claims, claims between the Parties, or incurred otherwise, directly or indirectly, arising out of or relating to: (i) the breach of any representation or warranty made by such Indemnified Party the Seller in this Agreement; and (ii) the breach of any covenant or agreement made by the Seller in this Agreement; provided, however, that the Seller shall not be liable under this Section 5.2(a) for any Losses based upon or arising out of them as a result any inaccuracy in or breach of any of the representations or warranties of the Seller contained in this Agreement if an Purchaser Indemnified Matters (as defined below), excluding, however, (a) Indemnified Amounts Party had knowledge of such inaccuracy or breach prior to the extent Closing. (b) Notwithstanding anything to the contrary contained in this Agreement: (i) the indemnification provided in Section 5.2(a) shall be the sole and exclusive post-Closing remedy available to Purchaser Indemnified Parties, as against the Seller for any Losses arising out of or in connection with any breach or alleged breach of this Agreement, and shall be subject to the following limitations: (A) the aggregate amount of indemnifiable Losses arising out of or resulting from the gross negligence, bad faith or willful misconduct on the part breach of the applicable Indemnified Party, and (b) Indemnified Amounts that have the effect of recourse for non–payment of the Transferred Assets due to credit problems of the Obligors (including bankruptcy or insolvency). If any Fundamental Representation made by the Seller has made any indemnity payment pursuant to this Section 9.1 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments that may be recovered from others in respect of such Indemnified Amounts, then the recipient shall repay to the Seller an shall not exceed the Purchase Price (the “Fundamental Representation Indemnification Cap”); (B) the aggregate amount equal of indemnifiable Losses arising out of or resulting from the breach of any Non-Fundamental Representation made by the Seller in this Agreement shall not exceed US$43,486,005.20 (the “General Representation Indemnification Cap”); (C) the aggregate amount of indemnifiable Losses arising out of or resulting from the causes enumerated in Section 5.2(a)(ii) that may be recovered from the Seller shall not exceed US$54,357,506.50 (the “Covenant Indemnification Cap”); and (D) the aggregate amount of indemnifiable Losses arising out of or resulting from fraud, criminal activity, intentional misrepresentation or intentional breach by the Seller shall not exceed the Purchase Price (the “Fraud Cap”); and (ii) no indemnification payment by the Seller with respect to any indemnifiable Losses otherwise payable under Section 5.2(a) shall be payable until such time as all such indemnifiable Losses made or paid under Section 5.2(a) shall aggregate to more than US$1,087,150.13 (the amount it has collected from others in respect of such indemnified amounts. As used herein“Basket Amount”), “Indemnified Matters” means:after which time the Seller shall, subject to clause (i) above, be liable for all indemnifiable Losses above the Basket Amount.

Indemnification by the Seller. (a) Without limiting any other rights that To the Buyerextent not covered in full by a policy of insurance covering such Purchaser Indemnified Parties and subject to the limitations set forth in Section 7.6, any assignee of the Buyer or any of such Persons’ respective shareholdersSeller shall indemnify, defend and hold harmless the Purchaser and its Affiliates, officers, employeesdirectors, agentsemployees and agents (individually, or Affiliates (each an the “Purchaser Indemnified Party,” and collectively, the “Purchaser Indemnified Parties”) may have hereunder against any Damages (as defined in Section 7.4 below) whether or under Applicable Law, not involving a Claim (as defined in Section 7.5 below) or actually incurred or paid prior to the expiration of the indemnification obligation of the Seller hereby agrees to indemnify each hereunder, which the Purchaser Indemnified Party from and against any and all damagesParties suffer, lossessustain or become subject to, claims, liabilities and related costs and expenses, including reasonable attorneys’ fees and disbursements (all of the foregoing being collectively referred to as “Indemnified Amounts”), awarded against or incurred by such Indemnified Party or any of them as a result of any of the Indemnified Matters following: 7.2.1 Any breach or misrepresentation (or in the event any third party alleges facts, if true, would mean a breach or misrepresentation) in any of the representations and warranties of the Seller contained in Section 2 of this Agreement or any other ancillary agreement thereto to which the Seller is a party or any schedules, certificates or other documents delivered or being delivered by the Seller pursuant to the terms of this Agreement (collectively, the “Seller Related Documents”); 7.2.2 Any breach of, or failure to perform, any agreement or covenant of the Seller contained in this Agreement or in any of the Seller Related Documents; 7.2.3 Any liability against which the Company or the Center, or against any of their assets, which occurred prior to the Closing and which was not disclosed to the Purchaser as defined below)part of the schedules to this Agreement; and 7.2.4 Any liability for potential claims Xx. Xxxxx may have for health related damages attributable to mold exposure, excluding, however, (a) Indemnified Amounts to the extent resulting from the gross negligence, bad faith or willful misconduct on the part of the applicable Indemnified Party, and (b) Indemnified Amounts that have the effect of recourse for non–payment of the Transferred Assets due such exposure occurred prior to credit problems of the Obligors (including bankruptcy or insolvency). If the Seller has made any indemnity payment pursuant to this Section 9.1 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of such Indemnified Amounts, then the recipient shall repay to the Seller an amount equal to the amount it has collected from others in respect of such indemnified amounts. As used herein, “Indemnified Matters” means:Closing.

Indemnification by the Seller. (a) Without limiting any other rights that From and after the BuyerClosing Date, any assignee subject to the provisions of the Buyer or any of such Persons’ respective shareholders, officers, employees, agents, or Affiliates (each an “Indemnified Party”) may have hereunder or under Applicable LawSection 10.4 hereof, the Seller hereby agrees shall indemnify, defend (subject to indemnify each Indemnified Party the provisions of Section 10.6 hereof) and hold harmless the Buyer and its direct and indirect subsidiaries, their respective successors and assigns, and their respective officers, directors and employees (each, a "BUYER INDEMNIFIED PARTY" and collectively, the "BUYER INDEMNIFIED PARTIES") from and against any and all damagesDamages imposed upon, losses, claims, liabilities and related costs and expenses, including reasonable attorneys’ fees and disbursements (all of the foregoing being collectively referred to as “Indemnified Amounts”), awarded against suffered or incurred by such any Buyer Indemnified Party resulting from, arising out of, relating to, or by reason of (i) the inaccuracy of any representation or warranty made by the Seller in this Agreement (as modified by any Revised Seller Disclosure Schedule pursuant to Section 5.7 hereof) or any of them as a result of any certificate, instrument or other document delivered in connection herewith or therewith, (ii) the failure by the Seller to perform or comply in all material respects (or in all respects in the case of the Indemnified Matters obligations set forth in Section 5.4 (as defined belowConfidentiality), excludingSection 5.8 (No Solicitation), howeverSection 6.1 (Seller Non-Competition Agreement) and Section 6.2(b) (Non-Solicitation Agreements) hereof) with any obligation, covenant or agreement of the Seller set forth in this Agreement or any certificate, instrument or other document delivered in connection herewith or therewith, (aiii) Indemnified Amounts to the extent resulting from the gross negligence, bad faith or willful misconduct on the part of the applicable Indemnified Party, any and all Excluded Liabilities and (biv) Indemnified Amounts that have the effect of recourse for non–payment of the Transferred Assets due to credit problems of the Obligors (including bankruptcy or insolvency). If any Transfer Taxes and Straddle Period Taxes payable by the Seller has made any indemnity payment pursuant to this Section 9.1 2.6 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of such Indemnified AmountsArticle 8 hereof, then the recipient shall repay to the Seller an amount equal to the amount it has collected from others in respect of such indemnified amountsrespectively. As used herein, “Indemnified Matters” means:EXECUTION COPY

Indemnification by the Seller. (a) Without limiting any other rights that the BuyerThe Purchaser and its Subsidiaries and their respective Affiliates and each of their respective officers, any assignee of the Buyer or any of such Persons’ respective shareholdersdirectors, officersmanagers, employees, agents, or Affiliates and agents and other Representatives (each an a “Purchaser Indemnified Party”) may have hereunder or under Applicable Lawshall, subject to Section 5.02(b), from and after the Closing be indemnified and held harmless by the Seller hereby agrees to indemnify each Indemnified Party from for and against any and all losses, damages, losses, claims, liabilities and related costs and expenses, expenses (including reasonable attorneys’ fees and disbursements expenses, including in connection with defense and/or enforcement), Taxes, interest, awards, judgments, and penalties suffered or incurred by them (all of the foregoing being collectively referred to as hereinafter a “Indemnified AmountsLoss”), awarded against to the extent arising out of, or incurred by such Indemnified Party or any of them as a result of any of the Indemnified Matters (as defined below), excluding, howeverresulting from, (a) Indemnified Amounts to the extent resulting from breach of any representation or warranty made by the gross negligenceSeller contained in this Agreement, bad faith or willful misconduct on the part of the applicable Indemnified Party, and (b) Indemnified Amounts the breach of any covenant or agreement by the Seller contained in this Agreement, (c) Excluded Taxes, (d) the Excluded Environmental Liabilities, (e) the Excluded Company Liabilities or (f) the Reorganization Transactions (other than any Taxes related thereto, which Taxes would be Excluded Taxes addressed in clause (c)); provided, that have the effect of recourse for non–payment with respect to each of the Transferred Assets due clauses (a) - (f) and notwithstanding anything to credit problems the contrary in this Agreement, the Purchaser Indemnified Parties shall not be indemnified under this Section 7.02 for any Assumed Liabilities, which shall be indemnified by the Company Entities as set forth in Section 7.04 (subject to the express terms set forth therein and other limitations applicable with respect thereto); provided, further, that the Purchaser Indemnified Parties shall be indemnified under clause (a) above for any breach of the Obligors (including bankruptcy representations or insolvency). If warranties made by the Seller has made any indemnity payment pursuant to this in Section 9.1 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of such Indemnified Amounts3.13 (Asbestos Claims), then the recipient shall repay subject to the Seller an amount equal to the amount it has collected from others in express terms set forth therein and other limitations applicable with respect of such indemnified amounts. As used herein, “Indemnified Matters” means:thereto.

Indemnification by the Seller. (a) Without limiting any other rights that which the BuyerPurchaser, any assignee of the Buyer Purchaser or any of such Persons’ respective shareholdersmembers, managers, officers, employeesagents and employees (each, agents, or Affiliates (each an “Indemnified Party”) may have hereunder or under Applicable Law, the Seller hereby agrees to indemnify each any Indemnified Party from and against any and all damagesexpenses, losses, claimsdamages, liabilities liabilities, demands, charges and related costs and expenses, claims of any nature whatsoever (including reasonable attorneys’ fees and disbursements expenses), as are awarded against or actually incurred by such Indemnified Party arising out of or as a result of this Agreement or in respect of any of the Sale Portfolio (all of the foregoing foregoing, being collectively referred to as “Indemnified Amounts”), awarded against or incurred by such Indemnified Party or any of them as a result of any of the Indemnified Matters (as defined below), excluding, however, (a) Indemnified Amounts to the extent resulting solely from the (x) gross negligence, bad faith negligence or willful misconduct on the part of an Indemnified Party or (y) Loans which are uncollectable due to the applicable Indemnified Party, and Obligor’s financial inability to pay. (b) Indemnified Amounts that have Any amounts subject to the effect indemnification provisions of recourse for non–payment this Section 9.1 payable by the Seller to the Purchaser shall be paid as Principal Collections within four (4) Business Days of the Transferred Assets due Purchaser’s written demand therefor (and the Purchaser shall immediately deposit, or cause to credit problems of be deposited, such amounts into the Obligors Collections Account). (including bankruptcy or insolvency). c) If the Seller has made any indemnity payment payments pursuant to this Section 9.1 and such payment fully indemnified the recipient thereof and the recipient applicable Indemnified Party thereafter collects any payments from others in respect of such Indemnified Amountsamounts from others, then the recipient shall such indemnified party will promptly repay such amounts collected to the Seller in an amount equal to the amount it has collected from others in respect of such indemnified amounts, without interest. (d) Notwithstanding anything to the contrary in this Section 9.1, to the maximum extent permitted by applicable law, to the extent that the Purchaser is entitled to make any claim pursuant to Section 9.1(a), the Purchaser hereby agrees to forebear from making any such claim until such time that (i) the Purchaser no longer owns (x) any assets of the type included in clauses (a), (b) and (e) of the definition of “Collateral Portfolio” or (y) any Permitted Investments and (ii) the Purchaser owes any accrued and unpaid Obligations pursuant to Section 8.01 of the LSA. As used The operation of this Section 9(d) shall not be construed as a waiver by the Purchaser of any claim pursuant to Section 9(a) and any rights that shall accrue to the Purchaser thereunder shall toll until the satisfaction of the conditions set forth in the preceding sentence. (e) The obligations of the Seller under this Section 9.1 shall survive the termination of this Agreement. (f) Notwithstanding anything to the contrary herein, “Indemnified Matters” means:the Seller shall have no liability for any indirect, consequential or punitive damages.

Indemnification by the Seller. (a) Without limiting any other rights that the Buyer, any assignee of the Buyer or any of such Persons’ respective shareholders, officers, employees, agents, or Affiliates (each an “Indemnified Party”) may have hereunder or under Applicable Law, the Seller hereby agrees to indemnify each Indemnified Party from and against any and all damages, losses, claims, liabilities and related costs and expenses, including reasonable attorneys’ fees and disbursements (all of the foregoing being collectively referred to as “Indemnified Amounts”), awarded against or incurred by such Indemnified Party or any of them as a result of any of the Indemnified Matters (as defined below), excluding, however, (a) Indemnified Amounts to the extent resulting from the gross negligence, bad faith negligence or willful misconduct on the part of the applicable Indemnified Party, and (b) Indemnified Amounts that have the effect of recourse for non–payment of the Transferred Assets due to credit problems of the Obligors (including bankruptcy or insolvency). If the Seller has made any indemnity payment pursuant to this Section 9.1 and such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of such Indemnified Amounts, then the recipient shall repay to the Seller an amount equal to the amount it has collected from others in respect of such indemnified amounts. As used herein, “Indemnified Matters” means:an

Indemnification by the Seller. Subject to the applicable limitations and other provisions set forth in this Article IX and in Section 10.1, from and after the Closing Date, the Seller shall indemnify and hold harmless Buyer and its Affiliates (aincluding the Group Companies) Without limiting any other rights that the Buyerand their respective directors, any assignee of the Buyer or any of such Persons’ respective officers, managers, members, shareholders, officerspartners, employees, agents, or Affiliates representatives, successors and permitted assigns (each an collectively, the “Buyer Indemnified PartyParties”) may have hereunder against any Losses based upon, attributable to or under Applicable Law, resulting from: (i) any breach or default in performance by the Company or the Seller hereby agrees to indemnify each Indemnified Party from and against of any and all damages, losses, claims, liabilities and related costs and expenses, including reasonable attorneys’ fees and disbursements (all covenant or obligation of the foregoing being collectively referred Company or the Seller, as applicable, contained in this Agreement; (ii) any breach of, or inaccuracy in, any representation or warranty of the Company or the Seller contained in this Agreement or in any certificate delivered by the Company or the Seller pursuant to as “Indemnified Amounts”Section 7.2(c)(i), awarded against ; (iii) any Closing Date Funded Indebtedness or incurred any Seller Expenses not reflected on the Statement delivered pursuant to Section 2.4(a); (iv) any Proceeding brought by such Indemnified Party any current or former member or securityholder of the Seller or any of them its Affiliates, in such Person’s capacity as a result of such, against Buyer or any of the Indemnified Matters (as defined below), excluding, however, (a) Indemnified Amounts to the extent resulting from the gross negligence, bad faith or willful misconduct on the part of the applicable Indemnified Party, and (b) Indemnified Amounts that have the effect of recourse for non–payment of the Transferred Assets due to credit problems of the Obligors its Affiliates (including bankruptcy the Group Companies) in connection with the Transactions, including any claim that the Closing Date Payment, the Adjustment Escrow Amount, the Indemnity Escrow Amount or insolvency). If the Seller has made Interim Loss Indemnity Escrow Amount was not properly distributed to such member or securityholder; (v) if applicable, the amount which any indemnity payment Actual Adjustment payable pursuant to this Section 9.1 and such payment fully indemnified 2.4(c) exceeds the recipient thereof and the recipient thereafter collects Adjustment Escrow Amount; and (vi) any payments from others in respect of such Indemnified Amounts, then the recipient shall repay to the Seller an amount equal to the amount it has collected from others in respect of such indemnified amounts. As used herein, “Indemnified Matters” means:Unrecovered Pre-Closing Tax Losses.

Indemnification by the Seller. (a) Without limiting any other rights that which the BuyerPurchaser, any assignee of the Buyer Purchaser or any of such Persons’ respective shareholdersmembers, managers, officers, employeesagents and employees (each, agents, or Affiliates (each an “Indemnified Party”) may have hereunder or under Applicable Law, the Seller hereby agrees to indemnify each any Indemnified Party from and against any and all damagesexpenses, losses, claimsdamages, liabilities liabilities, demands, charges and related costs and expenses, claims of any nature whatsoever (including reasonable attorneys’ fees and disbursements expenses), as are awarded against or actually incurred by such Indemnified Party arising out of or as a result of this Agreement or in respect of any of the Sale Portfolio (all of the foregoing foregoing, being collectively referred to as “Indemnified Amounts”), awarded against or incurred by such Indemnified Party or any of them as a result of any of the Indemnified Matters (as defined below), excluding, however, (a) Indemnified Amounts to the extent resulting solely from the (x) gross negligence, bad faith negligence or willful misconduct on the part of an Indemnified Party or (y) Loans which are uncollectable due to the applicable Indemnified Party, and Obligor’s financial inability to pay. (b) Indemnified Amounts that have Any amounts subject to the effect indemnification provisions of recourse for non–payment this Section 9.1 payable by the Seller to the Purchaser shall be paid as Principal Collections within four (4) Business Days of the Transferred Assets due Purchaser’s written demand therefor (and the Purchaser shall immediately deposit, or cause to credit problems of be deposited, such amounts into the Obligors Collections Account). (including bankruptcy or insolvency). c) If the Seller has made any indemnity payment payments pursuant to this Section 9.1 and such payment fully indemnified the recipient thereof and the recipient applicable Indemnified Party thereafter collects any payments from others in respect of such Indemnified Amountsamounts from others, then the recipient shall such indemnified party will promptly repay such amounts collected to the Seller in an amount equal to the amount it has collected from others in respect of such indemnified amounts, without interest. (d) Notwithstanding anything to the contrary in this Section 9.1, to the maximum extent permitted by applicable law, to the extent that the Purchaser is entitled to make any claim pursuant to Section 9.1(a), the Purchaser hereby agrees to forebear from making any such claim until such time that (i) the Purchaser no longer owns (x) any assets of the type included in clauses (a), (b) and (e) of the definition of “Collateral Portfolio” or (y) any Permitted Investments and (ii) the Purchaser owes any accrued and unpaid Obligations pursuant to Section 8.01 of the Loan and Security Agreement. As used The operation of this Section 9.1(d) shall not be construed as a waiver by the Purchaser of any claim pursuant to Section 9.1(a) and any rights that shall accrue to the Purchaser thereunder shall toll until the satisfaction of the conditions set forth in the preceding sentence. (e) The obligations of the Seller under this Section 9.1 shall survive the termination of this Agreement. (f) Notwithstanding anything to the contrary herein, “Indemnified Matters” means:the Seller shall have no liability for any indirect, consequential or punitive damages.

Indemnification by the Seller. (a) Without limiting any other rights that the Buyer, any assignee of the Buyer or any of such Persons’ respective shareholdersThe Purchaser and its Affiliates, officers, directors, employees, agents, or Affiliates successors and assigns (each an “a "Purchaser Indemnified Party”") may have hereunder or under Applicable Law, shall be indemnified and held harmless by the Seller hereby agrees to indemnify each Indemnified Party from for and against any and all damagesLiabilities, losses, diminution in value, damages, claims, liabilities and related costs and expenses, including reasonable interest, awards, judgments and penalties (including, without limitation, attorneys’ ' and consultants' fees and disbursements (all of the foregoing being collectively referred to as “Indemnified Amounts”), awarded against expenses) actually suffered or incurred by such Indemnified Party them (including, without limitation, any Action brought or otherwise initiated by any of them them) (hereinafter a "Loss"), arising out of or resulting from: (i) the breach of any Surviving Representation or Warranty made by the Seller contained in the Investment Documents; (ii) the breach of any covenant or agreement by the Seller contained in the Investment Documents; (iii) Claims against the Purchaser arising out of, resulting from, or in connection with, any claim against any member of the Board of Directors of the Seller that alleges that any member of the Board of Directors of the Seller breached his fiduciary duties to the Seller or the Stockholders of the Seller, which may arise out of, or result from or in connection with the transactions contemplated herein. To the extent that the Seller's undertakings set forth in this Section 7.02 may be unenforceable, the Seller shall contribute the maximum amount that it is permitted to contribute under applicable Law to the payment and satisfaction of all Losses incurred by any Purchaser Indemnified Party. No amounts of indemnity shall be payable as a result of claims arising under Section 7.02(a) unless and until Losses for which indemnification has been claimed pursuant to such Section exceed $250,000 in the aggregate. (b) A Purchaser Indemnified Party shall give the Seller notice of any matter which a Purchaser Indemnified Party has determined has given or could give rise to a right of indemnification under this Agreement, within 60 days of such determination, stating the amount of the Loss, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises. The obligations and Liabilities of the Seller under this Article VII with respect to Losses arising from claims of any third party which are subject to the indemnification provided for in this Article VII ("Third Party Claims") shall be governed by and be contingent upon the following additional terms and conditions: if a Purchaser Indemnified Matters (as defined below)Party shall receive notice of any Third Party Claim, excludingthe Purchaser Indemnified Party shall give the Seller notice of such Third Party Claim within 30 days of the receipt by the Purchaser Indemnified Party of such notice; provided, however, (a) Indemnified Amounts that the failure to provide such notice shall not release the Seller from any of its obligations under this Article VII except to the extent resulting that the Seller is materially prejudiced by such failure and shall not relieve the Seller from the gross negligence, bad faith any other obligation or willful misconduct on the part of the applicable Liability that it may have to any Purchaser Indemnified Party, and (b) Indemnified Amounts that have the effect of recourse for non–payment of the Transferred Assets due to credit problems of the Obligors (including bankruptcy or insolvency)Party otherwise than under this Article VII. If the Seller has made acknowledges in writing its obligation to indemnify the Purchaser Indemnified Party hereunder against any indemnity payment pursuant to this Section 9.1 and Losses that may result from such payment fully indemnified the recipient thereof and the recipient thereafter collects any payments from others in respect of such Indemnified AmountsThird Party Claim, then the recipient Seller shall repay be entitled to assume and control the defense of such Third Party Claim at its expense and through counsel of its choice if it gives notice of its intention to do so to the Purchaser Indemnified Party within five days of the receipt of such notice from the Purchaser Indemnified Party; provided, however, that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the judgment of the Purchaser Indemnified Party in its sole and absolute discretion for the same counsel to represent both the Purchaser Indemnified Party and the Seller, then the Purchaser Indemnified Party shall be entitled to retain its own counsel in each jurisdiction for which the Purchaser Indemnified Party determines counsel is required, at the expense of the Seller. In the event that the Seller an amount equal exercises the right to undertake any such defense against any such Third Party Claim as provided above, the Purchaser Indemnified Party shall cooperate with the Seller in such defense and make available to the amount it has collected from others Seller, at the Seller's expense, all witnesses, pertinent records, materials and information in respect the Purchaser Indemnified Party's possession or under the Purchaser Indemnified Party's control relating thereto as is reasonably required by the Seller. Similarly, in the event the Purchaser Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, the Seller shall cooperate with the Purchaser Indemnified Party in such defense and make available to the Purchaser Indemnified Party, at the Seller's expense, all such witnesses, records, materials and information in the Seller's possession or under the Seller's control relating thereto as is reasonably required by the Purchaser Indemnified Party. No such Third Party Claim may be settled by the Seller without the prior written consent of such indemnified amounts. As used herein, “the Purchaser Indemnified Matters” means:Party.