Common use of Indemnification by WEST Clause in Contracts

Indemnification by WEST. WEST hereby agrees to indemnify and hold harmless Xxxxxx, its Affiliates and their successors and assigns, and the trustees and agents of Xxxxxx, its Affiliates and their successors and assigns (each an “Xxxxxx Indemnified Party”) for any and all Losses, arising out of or resulting from or relating to: (a) the breach or inaccuracy of any representation or warranty made by WEST contained in the Transfer Documents; (b) the breach of any covenant or agreement by WEST contained in the Transfer Documents; (c) Liabilities of WEST and the Initial Asset Trusts arising from or relating to the ownership of the Initial Assets or the Initial Asset Interests or actions or inactions of WEST, the Initial Asset Trusts or the conduct of their respective businesses after the relevant Delivery Date; or (d) any and all Losses suffered or incurred by Xxxxxx or the Initial Asset Trusts by reason of or in connection with any claim or cause of action of any third party to the extent arising out of any action, inaction, event, condition, liability or obligation of WEST or the Initial Asset Trusts occurring or existing after the relevant Delivery Date, except to the extent such Losses are due to the gross negligence, fraud or willful misconduct of any Xxxxxx Indemnified Party.

Indemnification by WEST. WEST hereby agrees to indemnify and hold harmless Xxxxxx, its Affiliates and their successors and assigns, and the trustees and agents of Xxxxxx, its Affiliates and their successors and assigns (each an “Xxxxxx Indemnified Party”) for any and all Losses, arising out of or resulting from or relating to: (a) the breach or inaccuracy of any representation or warranty made by WEST contained in the Transfer Documents; (b) the breach of any covenant or agreement by WEST contained in the Transfer Documents; (c) Liabilities of WEST and the Initial Asset Trusts arising from or relating to the ownership of the Initial Assets or the Initial Asset Interests or actions or inactions of WEST, the Initial Asset Trusts or the conduct of their respective businesses after the relevant Delivery Date; or (d) any and all Losses suffered or incurred by Xxxxxx or the Initial Asset Trusts by reason of or in connection with any claim or cause of action of any third party to the extent Confidential Treatment Requested: Information for which confidential treatment has been requested is omitted and is noted with asterisks. An unredacted version of this document has been filed separately with the Securities and Exchange Commission. arising out of any action, inaction, event, condition, liability or obligation of WEST or the Initial Asset Trusts occurring or existing after the relevant Delivery Date, except to the extent such Losses are due to the gross negligence, fraud or willful misconduct of any Xxxxxx Indemnified Party.

Indemnification by WEST. WEST hereby agrees to indemnify and hold harmless Xxxxxx, its Affiliates and their successors and assigns, and the trustees and agents of [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. Confidential Treatment Requested: Information for which confidential treatment has been requested is omitted and is noted with asterisks. An unredacted version of this document has been filed separately with the Securities and Exchange Commission. Xxxxxx, its Affiliates and their successors and assigns (each an “Xxxxxx Indemnified Party”) for any and all Losses, arising out of or resulting from or relating to: (a) the breach or inaccuracy of any representation or warranty made by WEST contained in the Transfer Documents; (b) the breach of any covenant or agreement by WEST contained in the Transfer Documents; (c) Liabilities of WEST and the Initial Asset Trusts arising from or relating to the ownership of the Initial Assets or the Initial Asset Interests or actions or inactions of WEST, the Initial Asset Trusts or the conduct of their respective businesses after the relevant Delivery Date; or (d) any and all Losses suffered or incurred by Xxxxxx or the Initial Asset Trusts by reason of or in connection with any claim or cause of action of any third party to the extent arising out of any action, inaction, event, condition, liability or obligation of WEST or the Initial Asset Trusts occurring or existing after the relevant Delivery Date, except to the extent such Losses are due to the gross negligence, fraud or willful misconduct of any Xxxxxx Indemnified Party.

Indemnification by WEST. WEST hereby agrees to indemnify and hold harmless Xxxxxx, its Affiliates and their successors and assigns, and the trustees and agents of Xxxxxx, its Affiliates and their successors and assigns (each an “Xxxxxx Indemnified Party”) for any and all Losses, arising out of or resulting from or relating to: : (a) the breach or inaccuracy of any representation or warranty made by WEST contained in the Transfer Documents; ; (b) the breach of any covenant or agreement by WEST contained in the Transfer Documents; ; (c) Liabilities of WEST and the Initial Asset Trusts arising from or relating to the ownership of the Initial Assets or the Initial Asset Interests or actions or inactions of WEST, the Initial Asset Trusts or the conduct of their respective businesses after the relevant Delivery Date; or or (d) any and all Losses suffered or incurred by Xxxxxx or the Initial Asset Trusts by reason of or in connection with any claim or cause of action of any third party to the extent arising out of any action, inaction, event, condition, liability or obligation of WEST or the Initial Asset Trusts occurring or existing after the relevant Delivery Date, except to the extent such Losses are due to the gross negligence, fraud or willful misconduct of any Xxxxxx Indemnified Party.. 19