Common use of Purchaser’s Indemnification Clause in Contracts

Purchaser’s Indemnification. Purchaser shall indemnify, defend, and hold harmless Seller and its successors or assigns and their respective officers, employees, consultants, agents and representatives (collectively, "Seller Protected Parties") from any Loss that results from or arises out of (i) the breach of any of Purchaser's representations or warranties in this Agreement or any certificate delivered in connection herewith; (ii) the breach of any of Purchaser's covenants or agreements in this Agreement or any certificate delivered in connection herewith; (iii) the Assumed Liabilities; (iv) the compliance by Seller with Purchaser's instructions to Seller in connection with the provision by Seller of the services under Article III, or as may otherwise arise in connection with Seller's performance of its obligations under Section 3.5, except as may result from or arise out of the gross negligence or willful misconduct of Seller; (v) the gross negligence or willful misconduct of Purchaser in undertaking its obligations under Section 5.4; (iv) any liability of Purchaser with respect to the Transferred Employees arising on or after the Closing Date; (v) all liabilities of Purchaser for Taxes attributable to the Transferred Assets or Merchant Acquiring Business and accrued in any period after the Closing Date; (vii) all other liabilities and obligations or Purchaser relating to the Transferred Assets and Transferred Employees relating to events occurring after the Closing Date; (viii) the failure of Purchaser to pay the amounts contemplated by Section 3.6; or (ix) the gross negligence or willful misconduct of Purchaser to the extent Seller incurs a Loss as a result from or arising out of such gross negligence or willful misconduct by Purchaser in connection with any of Seller's agreements relating to the Merchant Acquiring Business with the third party service providers identified on Schedule 3.6(a). In the event that indemnification is sought hereunder by any member of Seller Protected Party, Seller shall act on behalf of and Purchaser shall be entitled to rely upon the acts and representations of Seller as representing the acts and representations of such member.

Purchaser’s Indemnification. Purchaser shall indemnify, defend, indemnify and hold harmless Seller Servicer and its successors or assigns and their respective Affiliates, trustees, directors, officers, employees, consultantsmembers, managers, representatives, stockholders and agents and representatives (collectivelyeach, "Seller Protected Parties"an “Indemnified Servicer Party”) from and against any Loss Losses incurred by Servicer in connection with this Agreement, except to the extent that results from or arises such Losses arise out of of, and are imposed upon any such Indemnified Servicer Party by reason of, (ia) the any material breach by Servicer of any covenant, agreement, representation or warranty of Purchaser's representations or warranties Servicer contained in this Agreement or any certificate delivered in connection herewith; (iib) the breach of any of Purchaser's covenants or agreements in this Agreement or any certificate delivered in connection herewith; (iii) the Assumed Liabilities; (iv) the compliance by Seller with Purchaser's instructions to Seller in connection with the provision by Seller of the services under Article III, or as may otherwise arise in connection with Seller's performance of its obligations under Section 3.5, except as may result from or arise out of the Servicer’s gross negligence or willful misconduct in the performance of Seller; its duties under this Agreement. Servicer shall provide prompt written notice (va “Servicer Claims Notice”, and together with a Purchaser Claims Notice and as the context suggests, each a “Claims Notice”) to Purchaser of any claim for indemnity pursuant to this Section 5.3(b). In the case of any claim for indemnity made pursuant to this Section 5.3(b), if Purchaser does not dispute the claim made by Servicer in writing within sixty (60) days of receipt of the related Servicer Claims Notice, Purchaser shall make payment of the applicable indemnification amount to Servicer within ninety (90) days of receipt of the related Servicer Claims Notice. Notwithstanding the foregoing, Purchaser shall have no obligation to do any of the following: (i) except for acts or omissions that constitute fraud, gross negligence or willful misconduct of Purchaser in undertaking or its obligations under Section 5.4; (iv) employees or agents, indemnify any liability Indemnified Servicer Party for any punitive damages or for any actual or lost profits of such Indemnified Servicer Party, regardless of whether Purchaser with respect to the Transferred Employees arising on knew or after the Closing Date; (v) all liabilities was aware of Purchaser for Taxes attributable to the Transferred Assets or Merchant Acquiring Business and accrued in any period after the Closing Date; (vii) all other liabilities and obligations or Purchaser relating to the Transferred Assets and Transferred Employees relating to events occurring after the Closing Date; (viii) the failure of Purchaser to pay the amounts contemplated by Section 3.6such possible Losses; or (ixii) indemnify or hold harmless an Indemnified Servicer Party from and against any Losses to the gross extent such Losses result from the negligence or willful misconduct of Purchaser to the extent Seller incurs a Loss as a result from or arising out breach of such gross negligence or willful misconduct by Purchaser in connection with any of Seller's agreements relating to the Merchant Acquiring Business with the third party service providers identified on Schedule 3.6(a). In the event that indemnification is sought hereunder this Agreement by any member of Seller Protected Indemnified Servicer Party, Seller shall act on behalf of and Purchaser shall be entitled to rely upon the acts and representations of Seller as representing the acts and representations of such member.

Purchaser’s Indemnification. Other than Purchaser’s representations and warranties set forth in Sections 5.02 (Corporate Authorization), 5.05(a), 5.05(b) (SEC Filings) and 5.06(c) (Valid Issuance) (the “Purchaser’s Specified Representations”) which shall expire on the first anniversary of the Closing Date, the representations and warranties of Purchaser set forth in Section 5 shall indemnify, defendterminate and expire as of the Closing Date, and hold harmless Seller and its successors or assigns and their respective officers, employees, consultants, agents and representatives (collectively, "Seller Protected Parties") from any Loss that results from or arises out of (i) the breach of any of Purchaser's representations or warranties in this Agreement or any certificate delivered in connection herewith; (ii) the breach of any of Purchaser's covenants or agreements in this Agreement or any certificate delivered in connection herewith; (iii) the Assumed Liabilities; (iv) the compliance by Seller with Purchaser's instructions to Seller in connection with the provision by Seller of the services under Article III, or as may otherwise arise in connection with Seller's performance of its obligations under Section 3.5, except as may result from or arise out of the gross negligence or willful misconduct of Seller; (v) the gross negligence or willful misconduct of Purchaser in undertaking its obligations under Section 5.4; (iv) any liability of Purchaser with respect to the Transferred Employees arising on or such representations and warranties shall thereupon cease. From and after the Closing Date; (v) all liabilities Date and until the first anniversary of Purchaser for Taxes attributable to the Transferred Assets or Merchant Acquiring Business and accrued in any period after the Closing Date; , Purchaser shall hold harmless and indemnify each of the Participating Rights Holders from and against, and shall compensate and reimburse each of the Participating Rights Holders for, any Damages which are suffered or incurred by any such Participating Rights Holder and which arise from or as a result of, or are connected with, (viii) all other liabilities and obligations any inaccuracy in or Purchaser relating breach of any Purchaser’s Specified Representation (provided that solely for purposes of measuring the Damages indemnifiable hereunder there will not be given any effect to any materiality or similar qualification limiting the Transferred Assets and Transferred Employees relating to events occurring after the Closing Date; (viii) the failure scope of Purchaser to pay the amounts contemplated by Section 3.6such representation or warranty); or (ixii) any breach of any covenant or obligation of the gross negligence or willful misconduct of Purchaser set forth in this Agreement. Notwithstanding the foregoing, no indemnification payment shall be required to be made by the Purchaser to any Participating Rights Holder pursuant to Section 11.01(c)(i) as it relates to an inaccuracy in or breach of Section 5.05(a) or Section 5.05(b) or the extent Seller incurs a Loss as a result from or arising out matters set forth in clause (ii) above unless and until the aggregate amount of Damages sustained by all Executing Shareholders exceeds the Basket Amount. If the total amount of such gross negligence or willful misconduct by Purchaser in connection with any of Seller's agreements relating to Damages exceeds the Merchant Acquiring Business with Basket Amount then the third party service providers identified on Schedule 3.6(a). In the event that indemnification is sought hereunder by any member of Seller Protected Party, Seller shall act on behalf of and Purchaser Participating Rights Holders shall be entitled to rely upon be indemnified against and compensated and reimbursed the acts and representations of Seller as representing the acts and representations entire amount of such memberDamages including the Basket Amount.

Purchaser’s Indemnification. Purchaser shall indemnify, defend, indemnify and hold harmless Seller Servicer and its successors or assigns and their respective Affiliates, trustees, directors, officers, employees, consultantsmembers, managers, representatives, stockholders and agents and representatives (collectivelyeach, "Seller Protected Parties"an “Indemnified Servicer Party”) from and against any Loss Losses incurred by Servicer in connection with this Agreement to the extent that results from such Losses directly arise out of, and are imposed upon any such Indemnified Servicer Party by reason of, (a) any material breach by Purchaser of Sections 2.1, 2.3, 3.2, 3.3, 3.4, 4.2 or arises out 5.2 of (i) the breach of any of Purchaser's representations or warranties in this Agreement or any certificate delivered in connection herewith; (iib) the breach of any of Purchaser's covenants or agreements in this Agreement or any certificate delivered in connection herewith; (iii) the Assumed Liabilities; (iv) the compliance by Seller with Purchaser's instructions to Seller in connection with the provision by Seller of the services under Article III, or as may otherwise arise in connection with Seller's performance of its obligations under Section 3.5, except as may result from or arise out of the ’s gross negligence or willful misconduct in the performance of Seller; its duties under this Agreement. Servicer shall provide written notice (va “Servicer Claims Notice”, and together with a Purchaser Claims Notice and as the context suggests, each a “Claims Notice”) to Purchaser describing any claim for indemnity pursuant to this Section 5.3(b) within sixty (60) days after the date on which Servicer has or receives notice of or otherwise has actual knowledge of the applicable breach to the extent such breach is not otherwise known to Purchaser. In the case of any claim for indemnity made pursuant to this Section 5.3(b), if Purchaser does not dispute the claim made by Servicer in writing within thirty (30) days of receipt of the related Servicer Claims Notice, Purchaser shall make payment of the applicable indemnification amount to Servicer within sixty (60) days of receipt of the related Servicer Claims Notice. Notwithstanding the foregoing, Purchaser shall have no obligation to do any of the following: (i) except for acts or omissions that constitute fraud, gross negligence or willful misconduct of Purchaser in undertaking or its obligations under Section 5.4; employees or agents, indemnify any Indemnified Servicer Party for any punitive damages or for any actual or lost profits of such Indemnified Servicer Party, regardless of whether Purchaser knew or was aware of such possible Losses, or (ivii) indemnify or hold harmless an Indemnified Servicer Party from and against any liability of Purchaser with respect Losses to the Transferred Employees arising on or after extent such Losses result from the Closing Date; (v) all liabilities of Purchaser for Taxes attributable to the Transferred Assets or Merchant Acquiring Business and accrued in any period after the Closing Date; (vii) all other liabilities and obligations or Purchaser relating to the Transferred Assets and Transferred Employees relating to events occurring after the Closing Date; (viii) the failure of Purchaser to pay the amounts contemplated by Section 3.6; or (ix) the gross negligence or willful misconduct of Purchaser to the extent Seller incurs a Loss as a result from or arising out breach of such gross negligence or willful misconduct by Purchaser in connection with any of Seller's agreements relating to the Merchant Acquiring Business with the third party service providers identified on Schedule 3.6(a). In the event that indemnification is sought hereunder this Agreement by any member of Seller Protected Indemnified Servicer Party, Seller shall act on behalf of and Purchaser shall be entitled to rely upon the acts and representations of Seller as representing the acts and representations of such member.

Purchaser’s Indemnification. 9.1. Subject to the limitations set forth in this Section 9, the Purchaser shall indemnifyagrees to protect, defend, indemnify, and hold harmless Seller the Sellers, and its successors or assigns and each of their respective officersdirectors, employeesemployees and advisors (the “Seller Indemnitees”) harmless against and in respect of any and all Damages, consultantsas and when incurred, agents and representatives occasioned by: (collectively, "Seller Protected Parties"a) from any Loss that results from material breach of any covenant or arises out of agreement to be performed by Purchaser pursuant to this Agreement; and (ib) the any falsity or breach of any of Purchaser's the representations or and warranties of the Purchaser contained in Section 5 above (each such representation and warranty is deemed to be made on the date of this Agreement and at the Closing) or any certificate delivered or other instrument furnished or to be furnished by the Purchaser hereunder. 9.2. Promptly after (i) receipt by a Seller Indemnitee of notice of the commencement of any action, proceeding, or investigation arising from a breach referred to in connection herewithSection 9.1; or (ii) the Seller Indemnitee becoming aware of any breach of any of Purchaser's covenants or agreements in this Agreement or any certificate delivered falsity of representation by the Purchaser, in connection herewith; each case, in respect of which indemnity may be sought as provided above (iii) each, a “Seller Claim”), such Seller Indemnitee shall notify the Assumed Liabilities; (iv) the compliance by Seller with Purchaser's instructions to Seller in connection with the provision by Seller Purchaser of the services under Article IIISeller Claim and, or as may otherwise arise in connection with Seller's performance when known, the facts constituting the basis of its obligations such Seller Claim. 9.3. Upon receipt of any such notice from the Seller Indemnitee (under Section 3.59.2(i) above, except as may result from or arise out of the gross negligence or willful misconduct of Seller; (v) the gross negligence or willful misconduct of Purchaser in undertaking its obligations under Section 5.4; (iv) any liability of Purchaser with respect to the Transferred Employees arising on or after the Closing Date; (v) all liabilities of Purchaser for Taxes attributable to the Transferred Assets or Merchant Acquiring Business and accrued in any period after the Closing Date; (vii) all other liabilities and obligations or Purchaser relating to the Transferred Assets and Transferred Employees relating to events occurring after the Closing Date; (viii) the failure of Purchaser to pay the amounts contemplated by Section 3.6; or (ix) the gross negligence or willful misconduct of Purchaser to the extent Seller incurs a Loss as a result from or arising out of such gross negligence or willful misconduct by Purchaser in connection with any of Seller's agreements relating to the Merchant Acquiring Business with the third party service providers identified on Schedule 3.6(a). In the event that indemnification is sought hereunder by any member of Seller Protected Party, Seller shall act on behalf of and Purchaser shall be entitled to rely upon participate in the acts and representations of Seller as representing the acts and representations defense of such memberclaim and shall have the right to assume the defense of such Seller Claim if: (a) the Seller Indemnitee, in its good faith discretion, does not notify the Purchaser (in writing, with reasonable explanation) that it has determined a conflict of interest which makes separate representation by the Seller Indemnitee’s own counsel advisable; (b) the claim does not involve a claim for injunctive or other similar equitable relief against the Seller Indemnitee; and (c) the claim does not involve any criminal law claim against a Seller Indemnitee. The Parties acknowledge and agree that in the event the Purchaser has properly assumed the defense of such Seller Claims provided herein, the Seller Indemnitee shall be entitled to retain its own counsel to participate in the defense of such Seller Claim at its own cost and expense. 9.4. No Claim shall be settled or compromised by the Purchaser without the written consent of the Seller Indemnitees if such settlement or compromise requires the Seller Indemnitee to make any payment or to take or refrain from taking any action or enjoins the Seller Indemnitee or subjects it to other equitable relief or subjects it to any potential criminal law, claim or Liability. 9.5. Any Seller Claim for breach of a representation or warranty under this Agreement shall be brought by a Seller Indemnitee within 24 (twenty four) months commencing on the Closing Date, provided that any claim regarding a breach of Sections 5.1 through 5.4 may be brought at any time during the applicable statute of limitations period. 9.6. Except as otherwise expressly provided in this Section 9, the Parties agree that from and after the Closing, the indemnification provisions of this Section 9 are the sole and exclusive remedies of the Sellers and other Seller Indemnitees pursuant to this Agreement or in connection with the Transaction. From and after the Closing, to the maximum extent permitted by Law, the Sellers and other Seller Indemnitees hereby waive all other rights, claims, remedies or actions with respect to any matter in any way relating to this Agreement or arising in connection herewith, whether under any foreign, federal, state, provincial or local laws, statutes, ordinances, rules, regulations, requirements or orders at common law or otherwise. Except as provided in this Section 9, from and after the Closing, no right, claim, remedy or action shall be brought or maintained by the Sellers or any other Seller Indemnitee, and no recourse shall be brought or granted against Purchaser, by virtue of or based upon any alleged misstatement or omission respecting an inaccuracy in or breach of any of the representations, warranties or covenants of Purchaser set forth or contained in this Agreement. Notwithstanding this Section 9.5, in addition to the indemnification provisions of this Section 9, injunctive relief may be obtained to enjoin the breach, or threatened breach, of any provision of this Agreement and the Sellers shall be entitled to the specific performance by the Purchaser of its obligations hereunder. 9.7. It is hereby agreed that no Seller Claim may be brought against the Purchaser unless the Damages exceed in aggregate $500,000 (five hundred thousand Dollars). Except in the case of intentional fraud, Liability under this Section 9 for breaches under Section 9.1(b) shall be limited to $3,900,000 (three million nine hundred thousand Dollars) in the aggregate. In any event, the Purchaser shall not be obliged to compensate the Sellers for any loss of potential profits. 9.8. The provisions of Section 8.7 hereinabove shall apply, mutatis mutandis, to any claim or demand served pursuant to Section 9.

Purchaser’s Indemnification. (i) Purchaser shall indemnify, defend, agrees to indemnify Sellers and hold Sellers harmless against any loss, liability, deficiency, diminution in value, damage or expense (including reasonable legal expenses and costs and including interest and penalties) (a “Seller and its successors Loss”) which Sellers may suffer, sustain or assigns and their respective officersbecome subject to, employeesas a result of or by virtue of (A) the breach by Purchaser of any representation or warranty or covenant made by Purchaser contained in this Agreement or any writing delivered in connection with this Agreement; or (B) the conduct of Purchaser’s operations of the Business or use of the Purchased Asset after the Closing Date, consultantsbut not to the extent the matter giving rise to such Seller Loss constitutes an Excluded Liability, agents and representatives (collectivelyor constitutes, "Seller Protected Parties") from any Loss that results from or arises out of (i) the any breach of any of Purchaser's Sellers’ representations or warranties or covenants contained in this Agreement or any certificate writing delivered in connection herewith; with this Agreement or Sellers’ actions or operations prior to the Closing Date. (ii) the breach With respect to any claim or claims for breaches or alleged breaches of any of Purchaser's covenants or agreements representations and warranties contained in this Agreement or any certificate delivered in connection herewith; (iii) the Assumed Liabilities; (iv) the compliance by Seller with Purchaser's instructions to Seller in connection with the provision by Seller of the services under Article III5 hereof, or as may otherwise arise in connection with Seller's performance of its obligations under Section 3.5, except as may result from or arise out of the gross negligence or willful misconduct of Seller; (v) the gross negligence or willful misconduct of Purchaser in undertaking its obligations under Section 5.4; (iv) any liability of Purchaser will not be liable with respect to any breach or alleged breach of such Article 5 representations and warranties unless written notice of a possible claim for indemnification with respect to such breach or alleged breach is given by the Transferred Employees arising claiming Seller Indemnity to Purchaser, on or after before the first anniversary of the Closing Date; (v) all liabilities of Purchaser for Taxes attributable , it being understood that so long as such written notice is given on or prior to such anniversary date, such representations and warranties shall continue to survive until such matter is resolved. Notwithstanding the foregoing, and subject to the Transferred Assets or Merchant Acquiring Business following sentence, in the case of Seller Losses resulting from a breach set forth in Section 8(c)(i)(A), Purchaser shall not be liable for indemnification hereunder unless and accrued in any period after until the Closing Date; (vii) all other liabilities and obligations or Purchaser relating to the Transferred Assets and Transferred Employees relating to events occurring after the Closing Date; (viii) the failure of Purchaser to pay the amounts contemplated by Section 3.6; or (ix) the gross negligence or willful misconduct of Purchaser to the extent Seller incurs a Loss as a result from or arising out aggregate amount of such gross negligence or willful misconduct by Seller Losses exceed $100,000 (the “Purchaser in connection with any of Seller's agreements relating to the Merchant Acquiring Business with the third party service providers identified on Schedule 3.6(a). In the event that indemnification is sought hereunder by any member of Seller Protected Party, Seller shall act on behalf of and Basket”) (at which point Purchaser shall be entitled obligated to rely upon indemnify Sellers for all Seller Losses in excess of the acts Purchaser Basket); provided that Seller Losses below $10,000, individually, shall be considered de minimus and representations of Seller as representing the acts and representations of such member.not covered by this indemnity provision

Purchaser’s Indemnification. Purchaser hereby agrees to indemnify, hold harmless and defend Seller from and against any and all loss, damage, claim, cost and expense and any other liability whatsoever, including, without limitation, reasonable accountants’ and attorneys’ fees, charges and costs incurred by Seller by reason of (a) Purchaser’s breach of any representations, warranties and covenants of Purchaser contained in this Agreement which survive the Closing, and (b) without limiting the generality of the foregoing, Purchaser’s failure to duly perform the obligations of Purchaser under Related Documents, provided Purchaser shall have no duty indemnify Seller for any losses arising hereunder until Seller has suffered losses by reason of all such breaches (when aggregated with losses under the first sentence of Section 15.02 of the Agreement to Purchase Two Hotels) in excess of Fifty Thousand Dollars ($50,000.00) aggregate deductible (after which point the Purchaser will be obligated only to indemnify the Seller from and against further such losses) or thereafter to the extent the losses (when aggregated with losses under the first sentence of Section 15.02 of the Agreement to Purchase Two Hotels) the Seller has suffered by reason of all such breaches up to an aggregate cap equal to Seven Hundred Fifty Thousand Dollars ($750,000.00) (after which point the Purchaser will have no obligation to indemnify the Seller from and against further losses). This indemnity shall terminate and be of no force and effect except with respect to actions brought by Seller for claims made pursuant to Section 15.03 against Purchaser not later than the final day of the Survival Period. The indemnification provided for in this Section 15.02 shall from and after the Closing be the Seller’s sole remedy for any matters referred to in this Section 15.02 except as provided in the following sentence and without limitation of the Restated Vancouver Sublease and Red Lion Guaranty. Notwithstanding the foregoing temporal and monetary limitations, Purchaser hereby agrees to indemnify, defend, and hold harmless and defend Seller from and its successors or assigns against any and their respective officersall loss, employeesdamage, consultantsclaim, agents cost, claims, actions, causes of action, suits, litigation and representatives expense and any other liability whatsoever, including, without limitation, reasonable accountants’ and attorneys’ fees, charges and costs incurred by Seller (collectively, "Seller Protected Parties"“Property Claims”) from any Loss that results from or arises out by reason of (ia) the breach of any of Purchaser's representations operation, ownership or warranties in this Agreement or any certificate delivered in connection herewith; (ii) the breach of any of Purchaser's covenants or agreements in this Agreement or any certificate delivered in connection herewith; (iii) the Assumed Liabilities; (iv) the compliance by Seller with Purchaser's instructions to Seller in connection with the provision by Seller use of the services under Article III, Sale Properties from and after Closing or as may otherwise arise in connection with Seller's performance of its obligations under Section 3.5, except as may result from or arise out of the gross negligence or willful misconduct of Seller; (v) the gross negligence or willful misconduct of Purchaser in undertaking its obligations under Section 5.4; (ivb) any liability of Purchaser with respect death, injury or damage to persons or property at the Transferred Employees arising on or Sale Properties from and after the Closing Date; (v) all liabilities provided, however, that the Property Claims are asserted, instituted or initiated by a Person that is not Seller or an Affiliate of Purchaser for Taxes attributable to the Transferred Assets or Merchant Acquiring Business and accrued in any period after the Closing Date; (vii) all other liabilities and obligations or Purchaser relating to the Transferred Assets and Transferred Employees relating to events occurring after the Closing Date; (viii) the failure of Purchaser to pay the amounts contemplated by Section 3.6; or (ix) the gross negligence or willful misconduct of Purchaser to the extent Seller incurs a Loss as a result from or arising out of such gross negligence or willful misconduct by Purchaser in connection with any of Seller's agreements relating to the Merchant Acquiring Business with the third party service providers identified on Schedule 3.6(a). In the event that indemnification is sought hereunder by any member of Seller Protected Party, Seller shall act on behalf of and Purchaser shall be entitled to rely upon the acts and representations of Seller as representing the acts and representations of such member.

Purchaser’s Indemnification. Purchaser shall If the Closing occurs, Purchasers and HCP (jointly and severally) hereby agree to indemnify, defend, defend and hold harmless Seller Sellers, their affiliates, and its successors or assigns and their the respective officers, employeesdirectors, consultantsshareholders, agents partners, members and representatives employees of the foregoing (collectively, "“Seller Protected Indemnified Parties"”) from and against any Loss that results from and all Losses which they incur by reason of, or arises out of (i) the in connection with, any breach by Purchasers of any of Purchaser's their covenants or representations or warranties in this Agreement or set forth herein. No Seller Indemnified Party may pursue Purchasers for indemnification as a result of any certificate delivered in connection herewith; (ii) the breach of a covenant that, to Sellers’ Knowledge, occurred prior to Closing. The provisions of this Section 4.6 shall survive the Closing for a period of [***], except with respect to (x) any indemnification for claims of Purchaser's covenants or agreements in this Agreement or which Sellers shall have given written notice to Purchasers prior to the expiration of such [***] period and (y) any certificate delivered in connection herewith; (iii) the Assumed Liabilities; (iv) the compliance by Seller with Purchaser's instructions to Seller indemnification in connection with the provision by Seller of the services under Article III, or as may otherwise arise in connection with Seller's performance of its obligations under Section 3.5, except as may result from or arise out of the gross negligence or willful misconduct of Seller; Fundamental Purchasers Representations (v) the gross negligence or willful misconduct of Purchaser in undertaking its obligations under Section 5.4; (iv) any liability of Purchaser with respect to the Transferred Employees arising on or after which shall survive the Closing Date; (v) for the applicable statute of limitations periods). No claims may be asserted by any Seller Indemnified Party against Purchasers for any breach of any covenants or representations or warranties set forth herein unless and until the Losses under all liabilities of Purchaser for Taxes attributable to the Transferred Assets or Merchant Acquiring Business and accrued in any period after the Closing Date; (vii) all other liabilities and obligations or Purchaser relating to the Transferred Assets and Transferred Employees relating to events occurring after the Closing Date; (viii) the failure of Purchaser to pay the amounts contemplated by Section 3.6; or (ix) the gross negligence or willful misconduct of Purchaser to the extent Seller incurs a Loss as a result from or arising out of such gross negligence or willful misconduct by Purchaser claims exceed [***] in connection with any of Seller's agreements relating to the Merchant Acquiring Business with aggregate, in which case the third party service providers identified on Schedule 3.6(a). In the event that indemnification is sought hereunder by any member of Seller Protected Party, Seller shall act on behalf of and Purchaser Indemnified Parties shall be entitled to rely upon the acts and representations of Seller as representing the acts and representations recover Losses only in excess of such memberamount, and Purchasers’ liability for such claims shall not exceed [***] in the aggregate, except that the foregoing shall not apply (1) to any amounts owing by Purchasers to Sellers pursuant to Section 2.3, Section 2.5, Section 3.4(d) or Section 3.5 or (2) to Losses from the breach by Purchasers of the Fundamental Purchasers Representations and such Losses shall be excluded from the aggregate Losses in applying the foregoing cap to such aggregate Losses. [***].

Purchaser’s Indemnification. (a) Purchaser shall indemnify, defend, indemnify and hold harmless Seller and its successors or assigns and their respective Affiliates, trustees, directors, officers, employees, consultantsmembers, managers, representatives, stockholders and agents and representatives (collectivelyeach, "an “Indemnified Seller Protected Parties"Party”) from and against any Loss that results from or arises out of (i) the breach of any of Purchaser's representations or warranties in this Agreement or any certificate delivered in connection herewith; (ii) the breach of any of Purchaser's covenants or agreements in this Agreement or any certificate delivered in connection herewith; (iii) the Assumed Liabilities; (iv) the compliance Losses incurred by Seller with Purchaser's instructions to Seller in connection with this Agreement, except to the provision extent that such Losses arise out of, and are imposed upon any such Indemnified Seller Party by reason of, any material breach by Seller of any covenant, agreement, representation or warranty of Seller contained in this Agreement. Seller shall provide prompt written notice (a “Seller Claims Notice”, and together with a Purchaser Claims Notice and as the services under Article IIIcontext suggests, or as may otherwise arise each a “Claims Notice”) to Purchaser of any claim for indemnity pursuant to this Section 5.2. In the case of any claim for indemnity made pursuant to this Section 5.2, if Purchaser does not dispute the claim made by Seller in connection with Seller's performance writing within sixty (60) days of its obligations under Section 3.5, except as may result from or arise out receipt of the gross negligence related Seller Claims Notice, Purchaser shall make payment of the applicable indemnification amount to Seller within ninety (90) days of receipt of the related Seller Claims Notice. (b) Notwithstanding Section 5.2(a), Purchaser shall have no obligation to do any of the following: (i) except for acts or willful misconduct of Seller; (v) the omissions that constitute fraud, gross negligence or willful misconduct of Purchaser in undertaking or its obligations under Section 5.4; (iv) employees or agents, indemnify any liability Indemnified Seller Party for any punitive damages or for any actual or lost profits of such Indemnified Seller Party, regardless of whether Purchaser with respect to the Transferred Employees arising on knew or after the Closing Date; (v) all liabilities was aware of Purchaser for Taxes attributable to the Transferred Assets or Merchant Acquiring Business and accrued in any period after the Closing Date; (vii) all other liabilities and obligations or Purchaser relating to the Transferred Assets and Transferred Employees relating to events occurring after the Closing Date; (viii) the failure of Purchaser to pay the amounts contemplated by Section 3.6such possible Losses; or (ixii) indemnify or hold harmless an Indemnified Seller Party from and against any Losses to the gross extent such Losses result from the negligence or willful misconduct of Purchaser to the extent Seller incurs a Loss as a result from or arising out breach of such gross negligence or willful misconduct by Purchaser in connection with any of Seller's agreements relating to the Merchant Acquiring Business with the third party service providers identified on Schedule 3.6(a). In the event that indemnification is sought hereunder this Agreement by any member of Indemnified Seller Protected Party, Seller shall act on behalf of and Purchaser shall be entitled to rely upon the acts and representations of Seller as representing the acts and representations of such member.

Purchaser’s Indemnification. (i) From and after the Closing, Purchaser shall indemnifyindemnify each Seller, defend, its Affiliates and hold harmless Seller and its successors or assigns and their each of the foregoing’s respective officers, directors, employees, consultantsequity holders, agents and representatives Representatives (collectively, "the “Seller Protected Parties"Indemnitees”) from and hold each Seller Indemnitee harmless against any Loss that results from Losses which any Seller Indemnitee suffers, as a result of, arising out of, or arises out of relating to: (iA) the breach of any representation or warranty contained in Article 7 hereof (with all such representations and warranties set forth in Article 7 hereof being interpreted without giving effect to any qualifications or limitations as to “material,” “materiality” or “Material Adverse Effect”) and (B) the breach by (1) Purchaser of Purchaser's representations any covenant or warranties agreement of Purchaser contained in this Agreement or (2) by the Company of any certificate delivered covenant or agreement of the Company contained in connection herewith; this Agreement which is required to be performed after the Closing;. (ii) All claims by any Seller Indemnitee pursuant to this Section 9.1(b) must be made in writing on or before the breach of any of Purchaser's Survival Date, it being understood that so long as such written notice is given on or prior to the Survival Date, such representations and warranties and covenants or agreements in this Agreement or any certificate delivered in connection herewith; that are the subject of such claim shall continue to survive with respect to such claim until such matter is finally resolved. (iii) the Assumed Liabilities; (ivThe indemnification provided for in Section 9.1(b) the compliance by Seller with Purchaser's instructions above is subject to Seller in connection with the provision by Seller each of the services under Article IIIfollowing limitations: (A) Notwithstanding anything to the contrary set forth herein, or as may otherwise arise in connection with Seller's performance of its obligations under Section 3.5, except as may result from or arise out of the gross negligence or willful misconduct of Seller; (v) the gross negligence or willful misconduct aggregate liability of Purchaser in undertaking its satisfaction of claims for indemnification pursuant to Section 9.1(b) shall not exceed the Indemnification Cap; provided, that such limitation shall not apply to claims for indemnification arising out of or related to Purchaser Willful Fraud or breach of a Fundamental Representation. Notwithstanding anything to the contrary set forth herein, but in no event limiting the other limitations on Purchaser’s indemnification obligations under set forth in this Section 5.4; (iv) any 9.1, the aggregate liability of Purchaser with respect for indemnification pursuant to the Transferred Employees arising on or after the Closing Date; (vSection 9.1(b) all liabilities of Purchaser for Taxes attributable to the Transferred Assets or Merchant Acquiring Business and accrued in any period after the Closing Date; (vii) all other liabilities and obligations or Purchaser relating to the Transferred Assets and Transferred Employees relating to events occurring after the Closing Date; (viii) the failure of Purchaser to pay the amounts contemplated by Section 3.6; or (ix) the gross negligence or willful misconduct of Purchaser to the extent Seller incurs a Loss Losses incurred as a result from or of, arising out of such gross negligence of, or willful misconduct by Purchaser in connection with any of Seller's agreements relating to Purchaser Willful Fraud or breach of a Fundamental Representation shall not exceed the Merchant Acquiring Business with amount of the third party service providers identified on Schedule 3.6(aPurchase Price actually received by Sellers (including, for this purpose, any portion of the Escrow Amount distributed to Sellers). In the event that indemnification is sought hereunder by any member of . (B) No Seller Protected Party, Seller shall act on behalf of and Purchaser Indemnitee shall be entitled to rely upon Losses in respect of claims against any Purchaser pursuant to Section 9.1(b)(i)(A) (x) unless and until the acts Seller Indemnitees have suffered aggregate Losses as a result of breaches described in Section 9.1(b)(i)(A) in excess of the Indemnification Basket and representations the Seller Indemnitees shall only be entitled to recovery for those Losses that exceed the amount of Seller as representing the acts Indemnification Basket and representations (y) for any claim (or series of related claims) where the Losses related thereto are less than $100,000 (provided such memberLosses of less than $100,000 shall be aggregated to count towards the Indemnification Basket); provided, however, that, for the avoidance of doubt, the limitations set forth in this Section 9.1(b)(iii)(B) shall not apply to any claim for indemnification (1) involving Purchaser Willful Fraud or breach of a Fundamental Representation or (2) pursuant to Section 9.1(b)(i)(B).

Purchaser’s Indemnification. Subject to the consummation of the Acquisition and to the express limitations of this Section 9, Purchaser shall agrees that notwithstanding the Closing, and regardless of any investigation made by or on behalf of Seller or any information Seller may have in respect thereof, Purchaser will indemnify, defend, save and hold harmless Seller (and its successors or assigns and their respective officers, employees, consultants, agents and representatives (collectively, "shall on demand reimburse Seller Protected Parties"for) from and against any Loss that results from cost, expense, damage, liability, loss or arises deficiency suffered or incurred by Seller arising out of or resulting from: 9.2.1 Any and all losses, liabilities or damages suffered or incurred by Seller (ia) the by reason of any untrue representation, breach of warranty or nonfulfillment of any covenant by Purchaser contained herein, or (b) which would not have been suffered or incurred if such representation or warranty were true and not breached or if such covenant were fully performed; and 9.2.2 Any and all losses, liabilities or damages suffered or incurred by Seller in respect of or in connection with any liabilities expressly assumed by Purchaser pursuant to Section 1.5; provided that the amount of any such cost, expense, damage, liability, loss or deficiency shall be calculated to be the cost or loss to the Seller after giving effect to (a) any related, determinable tax benefits applicable thereto realized (or to be realized) by the Seller in connection therewith (provided further that Purchaser shall not be obligated to Seller under this Section on account of any tax liability resulting from adjustment of the income or deductions of the Seller to the extent that such adjustments merely postpone to a later period the tax benefit of such adjusted items), and (b) amounts recoverable under insurance with respect thereto. Purchaser shall have no liability under this indemnity until the aggregate of all claims equals or exceeds $500,000.00 in the aggregate and then only for the amount by which such claims exceed $500,000.00. The foregoing deductible shall apply to claims for breaches of Purchaser's representations or and warranties in this Agreement or any certificate delivered in connection herewith; (ii) the breach of any of Purchaser's covenants or agreements in this Agreement or any certificate delivered in connection herewith; (iii) the only and shall not apply to Assumed Liabilities; (iv) the compliance by Seller with Purchaser's instructions to Seller in connection with the provision by Seller of the services under Article III, or as may otherwise arise in connection with Seller's performance of its obligations under Section 3.5, except as may result from or arise out of the gross negligence or willful misconduct of Seller; (v) the gross negligence or willful misconduct of Purchaser in undertaking its obligations under Section 5.4; (iv) any liability of Purchaser with respect to the Transferred Employees arising on or after the Closing Date; (v) all liabilities of Purchaser for Taxes attributable to the Transferred Assets or Merchant Acquiring Business and accrued in any period after the Closing Date; (vii) all other liabilities and obligations or Purchaser relating to the Transferred Assets and Transferred Employees relating to events occurring after the Closing Date; (viii) the failure of Purchaser to pay the amounts contemplated by Section 3.6; or (ix) the gross negligence or willful misconduct of Purchaser to the extent Seller incurs a Loss as a result from or arising out of such gross negligence or willful misconduct by Purchaser in connection with any of Seller's agreements relating to the Merchant Acquiring Business with the third party service providers identified on Schedule 3.6(a). In the event that indemnification is sought hereunder by any member of Seller Protected Party, Seller shall act on behalf of and Purchaser shall be entitled to rely upon the acts and representations of Seller as representing the acts and representations of such member.

Purchaser’s Indemnification. (a) Purchaser shall indemnify, defend, indemnify and hold harmless Seller and its successors or assigns and their respective Affiliates, trustees, directors, officers, employees, consultantsmembers, managers, representatives, stockholders and agents and representatives (collectivelyeach, "an “Indemnified Seller Protected Parties"Party”) from and against any Loss that results from or arises out of (i) the breach of any of Purchaser's representations or warranties in this Agreement or any certificate delivered in connection herewith; (ii) the breach of any of Purchaser's covenants or agreements in this Agreement or any certificate delivered in connection herewith; (iii) the Assumed Liabilities; (iv) the compliance Losses incurred by Seller with Purchaser's instructions to Seller in connection with this Agreement to the provision extent that such Losses directly arise out of, and are imposed upon any such Indemnified Seller Party by Seller reason of, any material breach by Purchaser of Sections 2.2, 2.4, 3.3, 4.3, 9.5 and Article 6 of this Agreement or the services under Article III, willful misconduct or as may otherwise arise gross negligence of Purchaser in connection with Seller's the performance of its obligations duties under this Agreement. Seller shall provide written notice (a “Seller Claims Notice”, and together with a Purchaser Claims Notice and as the context suggests, each a “Claims Notice”) to Purchaser describing any claim for indemnity pursuant to this Section 3.5, except as may result from 5.2 within sixty (60) days after the date on which Seller has or arise out receives notice of or otherwise has actual knowledge of the gross negligence applicable breach to the extent such breach is not otherwise known to Purchaser. In the case of any claim for indemnity made pursuant to this Section 5.2, if Purchaser does not dispute the claim made by Seller in writing within thirty (30) days of receipt of the related Seller Claims Notice, Purchaser shall make payment of the applicable indemnification amount to Seller within sixty (60) days of receipt of the related Seller Claims Notice. MASTER LOAN PURCHASE AGREEMENT – Page T (b) Notwithstanding Section 5.2(a) above, Purchaser shall have no obligation to do any of the following: (i) except for acts or willful misconduct of Seller; (v) the omissions that constitute fraud, gross negligence or willful misconduct of Purchaser in undertaking or its obligations under Section 5.4; employees or agents, indemnify any Indemnified Seller Party for any punitive damages or for any actual or lost profits of such Indemnified Seller Party, regardless of whether Purchaser knew or was aware of such possible Losses, or (ivii) indemnify or hold harmless an Indemnified Seller Party from and against any liability of Purchaser with respect Losses to the Transferred Employees arising on or after extent such Losses result from the Closing Date; (v) all liabilities of Purchaser for Taxes attributable to the Transferred Assets or Merchant Acquiring Business and accrued in any period after the Closing Date; (vii) all other liabilities and obligations or Purchaser relating to the Transferred Assets and Transferred Employees relating to events occurring after the Closing Date; (viii) the failure of Purchaser to pay the amounts contemplated by Section 3.6; or (ix) the gross negligence or willful misconduct of Purchaser to the extent Seller incurs a Loss as a result from or arising out breach of such gross negligence or willful misconduct by Purchaser in connection with any of Seller's agreements relating to the Merchant Acquiring Business with the third party service providers identified on Schedule 3.6(a). In the event that indemnification is sought hereunder this Agreement by any member of Indemnified Seller Protected Party, Seller shall act on behalf of and Purchaser shall be entitled to rely upon the acts and representations of Seller as representing the acts and representations of such member.

Purchaser’s Indemnification. Purchaser shall (a) Subject to the limitations set forth in Article X of the ONEOK Purchase Agreement and Section 11.06 of this Agreement, the Purchaser, at its expense, agrees to defend, protect, release, indemnify, defend, and hold harmless Seller the Provider Parties from and its successors or assigns against any and their respective officersall claims, employeesdemands, consultantsdamages, agents losses, liabilities, suits and representatives causes of action of every kind (collectively, collectively "Seller Protected PartiesClaims") from brought by any Loss that results from Person, other than any Party hereto or arises its respective Affiliates, for economic losses, damage to property (tangible or intangible), or injuries or death of persons, and all reasonable costs and expenses (including the reasonable costs of investigation and reasonable and necessary attorneys' fees and all reasonable expenses of litigation and court costs), liabilities, awards, and judgments incurred by any of the Provider Parties in connection therewith arising out of, or resulting from, the Transition Services provided under this Agreement. (b) The Provider or one of (i) its Affiliates shall give the breach Purchaser reasonably prompt notice of any Claim of which it learns. The Purchaser's representations obligation of indemnification shall survive even if the Provider or warranties its Affiliate does not provide the Purchaser with reasonably prompt notice of any such Claim of which it learns, so long as such failure does not materially prejudice the Purchaser. (c) Notwithstanding anything in this Agreement to the contrary, ONEOK, at its expense, agrees to defend, protect, release, indemnify, and hold harmless CCE and its Affiliates from and against any and all Claims brought by Enron or any certificate delivered its Affiliates arising out of either the provision of Transition Services by ONEOK to Enron or ONEOK's receipt of Transition Services from Enron, and all reasonable costs and expenses (including the reasonable costs of investigation and reasonable and necessary attorneys' fees and all reasonable expenses of litigation and court costs), liabilities, awards, and judgments incurred by CCE in connection herewith; therewith. (iid) the breach of any of Purchaser's covenants or agreements Notwithstanding anything in this Agreement or any certificate delivered in connection herewith; (iii) the Assumed Liabilities; (iv) the compliance by Seller with Purchaser's instructions to Seller in connection with the provision by Seller of the services under Article III, or as may otherwise arise in connection with Seller's performance of its obligations under Section 3.5, except as may result from or arise out of the gross negligence or willful misconduct of Seller; (v) the gross negligence or willful misconduct of Purchaser in undertaking its obligations under Section 5.4; (iv) any liability of Purchaser with respect to the Transferred Employees arising on contrary, CCE, at its expense, agrees to defend, protect, release, indemnify, and hold harmless ONEOK and its Affiliates from and against any and all Claims brought by Enron or after the Closing Date; (v) all liabilities of Purchaser for Taxes attributable to the Transferred Assets or Merchant Acquiring Business and accrued in any period after the Closing Date; (vii) all other liabilities and obligations or Purchaser relating to the Transferred Assets and Transferred Employees relating to events occurring after the Closing Date; (viii) the failure of Purchaser to pay the amounts contemplated by Section 3.6; or (ix) the gross negligence or willful misconduct of Purchaser to the extent Seller incurs a Loss as a result from or its Affiliates arising out of such gross negligence either the provision of Transition Services by CCE to Enron or willful misconduct CCE's receipt of Transition Services from Enron, and all reasonable costs and expenses (including the reasonable costs of investigation and reasonable and necessary attorneys' fees and all reasonable expenses of litigation and court costs), liabilities, awards, and judgments incurred by Purchaser ONEOK in connection with any of Seller's agreements relating to the Merchant Acquiring Business with the third party service providers identified on Schedule 3.6(a). In the event that indemnification is sought hereunder by any member of Seller Protected Party, Seller shall act on behalf of and Purchaser shall be entitled to rely upon the acts and representations of Seller as representing the acts and representations of such membertherewith.

Purchaser’s Indemnification. Purchaser hereby agrees to indemnify, hold harmless and defend Seller from and against any and all loss, damage, claim, cost and expense and any other liability whatsoever, including, without limitation, reasonable accountants’ and attorneys’ fees, charges and costs incurred by Seller by reason of (a) Purchaser’s breach of any representations, warranties and covenants of Purchaser contained in this Agreement which survive the Closing, and (b) without limiting the generality of the foregoing, Purchaser’s failure to duly perform the obligations of Purchaser under Related Documents, provided Purchaser shall have no duty indemnify Seller for any losses arising hereunder until Seller has suffered losses by reason of all such breaches (when aggregated with losses under the first sentence of Section 15.02 of the Agreement to Purchase Seven Hotels) in excess of Fifty Thousand Dollars ($50,000.00) aggregate deductible (after which point the Purchaser will be obligated only to indemnify the Seller from and against further such loses) or thereafter to the extent the losses (when aggregated with losses under the first sentence of Section 15.02 of the Agreement to Purchase Seven Hotels) the Seller has suffered by reason of all such breaches up to an aggregate cap equal to Seven Hundred Fifty Thousand Dollars ($750,000.00) (after which point the Purchaser will have no obligation to indemnify the Seller from and against further losses). This indemnity shall terminate and be of no force and effect except with respect to actions brought by Seller for claims made pursuant to Section 15.03 against Purchaser not later than the final day of the Survival Period. The indemnification provided for in this Section 15.02 shall from and after the Closing be the Seller’s sole remedy for any matters referred to herein except as provided in the following sentence and without limitation of the Restated Vancouver Sublease and Red Lion Guaranty. Notwithstanding the foregoing temporal and monetary limitations, Purchaser hereby agrees to indemnify, defend, and hold harmless and defend Seller from and its successors or assigns against any and their respective officersall loss, employeesdamage, consultantsclaim, agents cost, claims, actions, causes of action, suits, litigation and representatives expense and any other liability whatsoever, including, without limitation, reasonable accountants’ and attorneys’ fees, charges and costs incurred by Seller (collectively, "Seller Protected Parties"“Property Claims”) from any Loss that results from or arises out by reason of (ia) the breach of any of Purchaser's representations operation, ownership or warranties in this Agreement or any certificate delivered in connection herewith; (ii) the breach of any of Purchaser's covenants or agreements in this Agreement or any certificate delivered in connection herewith; (iii) the Assumed Liabilities; (iv) the compliance by Seller with Purchaser's instructions to Seller in connection with the provision by Seller use of the services under Article III, Sale Properties from and after Closing or as may otherwise arise in connection with Seller's performance of its obligations under Section 3.5, except as may result from or arise out of the gross negligence or willful misconduct of Seller; (v) the gross negligence or willful misconduct of Purchaser in undertaking its obligations under Section 5.4; (ivb) any liability of Purchaser with respect death, injury or damage to persons or property at the Transferred Employees arising on or Sale Properties from and after the Closing Date; (v) all liabilities provided, however, that the Property Claims are asserted, instituted or initiated by a Person that is not Seller or an Affiliate of Purchaser for Taxes attributable to the Transferred Assets or Merchant Acquiring Business and accrued in any period after the Closing Date; (vii) all other liabilities and obligations or Purchaser relating to the Transferred Assets and Transferred Employees relating to events occurring after the Closing Date; (viii) the failure of Purchaser to pay the amounts contemplated by Section 3.6; or (ix) the gross negligence or willful misconduct of Purchaser to the extent Seller incurs a Loss as a result from or arising out of such gross negligence or willful misconduct by Purchaser in connection with any of Seller's agreements relating to the Merchant Acquiring Business with the third party service providers identified on Schedule 3.6(a). In the event that indemnification is sought hereunder by any member of Seller Protected Party, Seller shall act on behalf of and Purchaser shall be entitled to rely upon the acts and representations of Seller as representing the acts and representations of such member.

Purchaser’s Indemnification. (a) Purchaser shall indemnify, defend, indemnify and hold harmless Seller and its successors or assigns and their respective Affiliates, trustees, directors, officers, employees, consultantsmembers, managers, representatives, stockholders and agents and representatives (collectivelyeach, "an “Indemnified Seller Protected Parties"Party”) from and against any Loss that results from or arises out of (i) the breach of any of Purchaser's representations or warranties in this Agreement or any certificate delivered in connection herewith; (ii) the breach of any of Purchaser's covenants or agreements in this Agreement or any certificate delivered in connection herewith; (iii) the Assumed Liabilities; (iv) the compliance Losses incurred by Seller with Purchaser's instructions to Seller in connection with this Agreement to the provision extent that such Losses arise out of, and are imposed upon any such Indemnified Seller Party by Seller reason of, any material breach by Purchaser of Sections 2.2, 2.4, 4.3 and Article 6 of this Agreement or the services under Article III, willful misconduct or as may otherwise arise gross negligence of Purchaser in connection with Seller's the performance of its obligations duties under this Agreement. Seller shall provide prompt written notice (a “Seller Claims Notice”, and together with a Purchaser Claims Notice and as the context suggests, each a “Claims Notice”) to Purchaser of any claim for indemnity pursuant to this Section 3.55.2. In the case of any claim for indemnity made pursuant to this Section 5.2, except as may result from or arise out if Purchaser does not dispute the claim made by Seller in writing within thirty (30) days of receipt of the gross negligence related Seller Claims Notice, Purchaser shall make payment of the applicable indemnification amount to Seller within sixty (60) days of receipt of the related Seller Claims Notice. (b) Notwithstanding Section 5.2(a) above, Purchaser shall have no obligation to do any of the following: (i) except for acts or willful misconduct of Seller; (v) the omissions that constitute fraud, gross negligence or willful misconduct of Purchaser in undertaking or its obligations under Section 5.4; employees or agents, indemnify any Indemnified Seller Party for any punitive damages or for any actual or lost profits of such Indemnified Seller Party, regardless of whether Purchaser knew or was aware of such possible Losses, or (ivii) indemnify or hold harmless an Indemnified Seller Party from and against any liability of Purchaser with respect Losses to the Transferred Employees arising on or after extent such Losses result from the Closing Date; (v) all liabilities of Purchaser for Taxes attributable to the Transferred Assets or Merchant Acquiring Business and accrued in any period after the Closing Date; (vii) all other liabilities and obligations or Purchaser relating to the Transferred Assets and Transferred Employees relating to events occurring after the Closing Date; (viii) the failure of Purchaser to pay the amounts contemplated by Section 3.6; or (ix) the gross negligence or willful misconduct of Purchaser to the extent Seller incurs a Loss as a result from or arising out breach of such gross negligence or willful misconduct by Purchaser in connection with any of Seller's agreements relating to the Merchant Acquiring Business with the third party service providers identified on Schedule 3.6(a). In the event that indemnification is sought hereunder this Agreement by any member of Indemnified Seller Protected Party, Seller shall act on behalf of and Purchaser shall be entitled to rely upon the acts and representations of Seller as representing the acts and representations of such member.

Purchaser’s Indemnification. Purchaser shall indemnify, defendFor the Indemnity Period with respect to Section 8.2(a), and hold subject to the terms and conditions of this Article VIII, Tea Party and Sub hereby agree jointly and severally to indemnify TP Shareholders, but not any successor assignor or any subsequent owner or purchaser whether as a result of a sale or other transfer regardless of the manner of sale or transfer, harmless Seller from and its successors against any and all claims, losses, obligations, demands, actions or assigns causes of action, assessments, damages, judgments, liabilities, costs and their respective officersexpenses (including, employeeswithout limitation, consultantscosts of court and reasonable attorney and accounting fees) of every kind and nature ("TP Claims"), agents and representatives but only for the excess of TP Claims exceeding $250,000 in the aggregate (collectively, "Seller Protected PartiesTP Claims Indemnification Basket") from asserted against, imposed upon or incurred by any Loss that results from TP Shareholder by reason of or arises out of resulting from: (ia) the Any inaccuracy or breach of any representation or warranty of Purchaser's representations or warranties Tea Party and/or Sub contained in this Agreement and related agreements executed with this transaction, Closing Certificate or any certificate delivered in connection herewithSchedule related to this Agreement; or (iib) Any nonperformance of the breach of any of Purchaser's covenants or agreements in and obligations to be performed by Tea Party and/or Sub under this Agreement or any certificate delivered in connection herewith; and related agreements executed with this transaction. (iiic) the Assumed Liabilities; (iv) the compliance by Seller with Purchaser's instructions to Seller in connection with the provision by Seller of the services under Article III, or as may otherwise arise in connection with Seller's performance of its obligations under Section 3.5, except as may result from or arise out of the gross negligence or willful misconduct of Seller; (v) the gross negligence or willful misconduct of Purchaser in undertaking its obligations under Section 5.4; (iv) any liability of Purchaser with respect Notwithstanding anything else contained herein to the Transferred Employees arising contrary, the maximum aggregate amount of TP Claims for which Tea Party and/or Sub shall be obligated to indemnify any party hereunder shall be limited to the amounts available from the Closing Escrow Fund as hereinafter defined, provided however; that the claims set out on or after Schedule 8.1(c) would be outside the indemnification limitations as to the Indemnity Period and equal to the amounts set forth in the Indemnification Basket and the Closing Escrow Fund computed as of the Closing Date; (v) all liabilities of Purchaser for Taxes attributable to the Transferred Assets or Merchant Acquiring Business and accrued in any period after the Closing Date; (vii) all other liabilities and obligations or Purchaser relating to the Transferred Assets and Transferred Employees relating to events occurring after the Closing Date; (viii) the failure of Purchaser to pay the amounts contemplated by Section 3.6; or (ix) the gross negligence or willful misconduct of Purchaser to the extent Seller incurs a Loss as a result from or arising out of such gross negligence or willful misconduct by Purchaser in connection with any of Seller's agreements relating to the Merchant Acquiring Business with the third party service providers identified on Schedule 3.6(a). In the event that indemnification is sought hereunder by any member of Seller Protected Party, Seller shall act on behalf of and Purchaser shall be entitled to rely upon the acts and representations of Seller as representing the acts and representations of such member.

Purchaser’s Indemnification. Purchaser shall (a) Each Purchaser, jointly and severally, assumes liability for and agrees to indemnify, defend, defend and hold harmless the Seller and its successors or assigns and their respective officers, directors, shareholders, partners, managers, members, employees, consultants, agents and representatives affiliates (collectively, "Seller Protected PartiesSELLER INDEMNIFIED Persons") from any Loss that results from or arises out of and against all Losses (i) the arising solely out of or related to any breach or inaccuracy of any of their representations or warranties contained in this Agreement; or (ii) any non-fulfillment or breach of any of Purchaser's representations or warranties in this Agreement or any certificate delivered in connection herewith; (ii) the breach of any of Purchaser's their covenants or agreements contained in this Agreement Agreement; PROVIDED, HOWEVER, that such Losses shall not include any special, punitive, incidental or consequential damages, or any certificate delivered damages in connection herewith; respect of loss profits or diminution in value. (iiib) Each Purchaser agrees to reimburse each Seller Indemnified Person promptly for all Losses as they are incurred by such Seller Indemnified Person to the Assumed Liabilities; extent that such Loss must be indemnified by the Purchasers pursuant to Section 7.9(a). The obligations of each Purchaser to each Seller Indemnified Person under this section shall be separate and distinct obligations from each other Purchaser. (ivc) All claims made by a Seller Indemnified Person hereunder (a "SELLER CLAIM") shall be made promptly (but in no event later than 7 days after the compliance by action involving such Seller with Claim occurs) in writing in a notice (a "SELLER CLAIM NOTICE") sent to the applicable Purchaser's instructions , stating the reasons for the claim and the amount to Seller in connection with the provision by Seller be indemnified against, if it may be determined or an estimation thereof (which amount shall not be conclusive of the services under Article III, or as may otherwise arise in connection with Seller's performance of its obligations under Section 3.5, except as may result from or arise out final amount of the gross negligence or willful misconduct of Seller; (v) Seller Claim). Absent any objection notified by the gross negligence or willful misconduct of Purchaser in undertaking its obligations under Section 5.4; (iv) any liability of Purchaser with respect to the Transferred Employees arising on or after the Closing Date; (v) all liabilities of Purchaser for Taxes attributable to the Transferred Assets or Merchant Acquiring Business and accrued in any period after the Closing Date; (vii) all other liabilities and obligations or Purchaser relating to the Transferred Assets and Transferred Employees relating to events occurring after the Closing Date; (viii) the failure of Purchaser to pay the amounts contemplated by Section 3.6; or (ix) the gross negligence or willful misconduct of Purchaser to the extent Seller incurs Indemnified Person within twenty (20) days of the receipt by them of a Loss as a result from or arising out Seller Claim Notice, the related indemnification shall become due. If, on the other hand, the Purchaser provides notice of such gross negligence or willful misconduct by Purchaser in connection with any of Seller's agreements relating its objection to the Merchant Acquiring Business with Seller Claim Notice within such twenty (20) day period, and the third party service providers identified on Schedule 3.6(a). In dispute cannot be settled amicably, the event that indemnification is sought hereunder by any member of Seller Protected Party, Seller shall act on behalf of and Purchaser Claim shall be entitled to rely upon the acts and representations resolved by litigation in an appropriate court of Seller as representing the acts and representations of such membercompetent jurisdiction.

Purchaser’s Indemnification. (i) From and after the Closing, Purchaser shall indemnify, defend, and hold harmless agrees to indemnify Seller and its successors or assigns and their respective officers, directors, employees, consultantsshareholders, agents and representatives (collectively, "the “Seller Protected Parties"Indemnitees”) from and hold each Seller Indemnitee harmless against any Loss that results from or arises out of which any Seller Indemnitee suffers, as a result of: (iA) the breach by Purchaser of any representation or warranty contained in ARTICLE 5 hereof; (B) the breach by Purchaser of Purchaser's representations any covenant or warranties agreement of Purchaser contained in this Agreement Agreement; (C) Purchaser’s ownership and use of the Purchased Assets (unless such claim relates to an alleged defect in the Purchased Assets existing on the date hereof or other condition within the control of Seller); and (D) any certificate delivered in connection herewith; allegations arising out of or relating to the actual or alleged negligence, negligent misrepresentation, fraud, breach of fiduciary duty, wrongdoing, or breach of any duties by the directors, officers, or parent company of Purchaser arising out of or relating to the Agreement. (ii) Purchaser shall not be liable with respect to any claim under Section 7.1(b)(i) unless written notice of a claim for indemnification pursuant to such Section, setting forth with reasonable specificity the breach nature, basis and amount of any of Purchaser's covenants such claim, is given by the claiming Seller Indemnitee to Purchaser on or agreements in this Agreement before the Survival Date, it being understood that so long as such written notice is given on or any certificate delivered in connection herewith; prior to the Survival Date, such claim shall continue to survive until such matter is resolved. (iii) the Assumed Liabilities; (ivThe indemnification provided for in Section 7.1(b)(i) the compliance by Seller with Purchaser's instructions above is subject to Seller in connection with the provision by Seller each of the services under Article III, following limitations: (A) The aggregate amount of all payments made by Purchaser in satisfaction of such claims for indemnification shall not exceed the Indemnification Cap. (B) Seller shall not be liable to indemnify Seller Indemnitees pursuant to such claims for indemnification unless and until such Seller Indemnitee has collectively suffered or as may otherwise arise incurred Losses by breaches in connection with Seller's performance respect of its obligations under Section 3.5, except as may result from or arise out such representations and warranties in excess of the gross negligence or willful misconduct of Seller; (v) the gross negligence or willful misconduct of Indemnification Deductible, in which event Purchaser in undertaking its obligations under Section 5.4; (iv) any liability of Purchaser with respect to the Transferred Employees arising on or after the Closing Date; (v) all liabilities of Purchaser for Taxes attributable to the Transferred Assets or Merchant Acquiring Business and accrued in any period after the Closing Date; (vii) all other liabilities and obligations or Purchaser relating to the Transferred Assets and Transferred Employees relating to events occurring after the Closing Date; (viii) the failure of Purchaser shall be required to pay the amounts contemplated by Section 3.6; or (ix) the gross negligence or willful misconduct of Purchaser be liable for all such Losses to the extent Seller incurs a Loss as a result from or arising out of such gross negligence or willful misconduct by Purchaser in connection with any of Seller's agreements relating to exceeding the Merchant Acquiring Business with the third party service providers identified on Schedule 3.6(a). In the event that indemnification is sought hereunder by any member of Seller Protected Party, Seller shall act on behalf of and Purchaser shall be entitled to rely upon the acts and representations of Seller as representing the acts and representations of such memberIndemnification Deductible.

Purchaser’s Indemnification. From and after the Closing, Purchaser shall indemnify, defend, and hold harmless Seller and its successors or assigns and their respective Affiliates, officers, directors, employees, consultantsstockholders, agents and representatives other Representatives (collectively, "“Purchaser Indemnified Persons”) shall be indemnified and held harmless by Seller Protected Parties"from and against any and all Losses actually suffered or incurred by such Purchaser Indemnified Persons to the extent arising out of or resulting from: (a) from any Loss breach of any representation or warranty of Seller or the Company set forth in this Agreement; provided, however, that results from for purposes of determining the existence of such breach and for purposes of calculation of Losses, any qualifier in any such representation or arises out warranty as to materiality, Company Material Adverse Effect, Seller Material Adverse Effect or words of similar import shall be disregarded; provided, further, that Seller shall have no obligation to indemnify any Purchaser Indemnified Person pursuant to this Section 10.01(a) for any Taxes of the Company for any Post-Closing Tax Period, as determined in accordance with Section 7.05(m); (b) any breach of (i) the breach Section 6.01 or (ii) any other covenant, agreement or other obligation of Seller or any of Purchaser's representations or warranties its Affiliates (including the Company prior to Closing) set forth in this Agreement (in each case, subject to Sections 10.01(c) and 10.01(d); (c) (i) Taxes of the Company for any Pre-Closing Tax Period or for the portion of any certificate delivered Straddle Period ending on the Closing Date, as determined in connection herewith; accordance with Section 7.05(m) and (ii) the breach of any of Purchaser's covenants or agreements in this Agreement or any certificate delivered in connection herewith; (iii) the Assumed Liabilities; (iv) the compliance by Seller with Purchaser's instructions Transfer Taxes allocable to Seller as determined in connection accordance with Section 7.05(a); provided, however, that Seller shall not be required to indemnify or hold the provision by Seller of Purchaser Indemnified Persons harmless for and against any such Taxes that arise from transactions that occur on the services under Article III, or as may otherwise arise in connection with Seller's performance of its obligations under Section 3.5, except as may result from or arise out of the gross negligence or willful misconduct of Seller; (v) the gross negligence or willful misconduct of Purchaser in undertaking its obligations under Section 5.4; (iv) any liability of Purchaser with respect to the Transferred Employees arising on or Closing Date after the Closing Date(including the sale or disposition of any assets); or (vd) all liabilities any Retained Liabilities. For the purposes of the indemnity provided in this Section 10.01, any Losses hereunder (including Losses related to Taxes, for which indemnification provisions are set forth in Section 10.01(c)) shall be determined on the basis of the net effect after giving effect to any actual cash payments or setoffs in each case as actually received or retained by the Purchaser for Taxes attributable to the Transferred Assets or Merchant Acquiring Business and accrued in any period after the Closing Date; (vii) all other liabilities and obligations or Purchaser relating to the Transferred Assets and Transferred Employees relating to events occurring after the Closing Date; (viii) the failure of Purchaser to pay the amounts contemplated by Section 3.6; or (ix) the gross negligence or willful misconduct of Purchaser to the extent Seller incurs a Loss Indemnified Persons as a result from or arising out of such gross negligence or willful misconduct by Purchaser in connection with any of Seller's agreements relating to the Merchant Acquiring Business with the third party service providers identified on Schedule 3.6(a). In the event that indemnification is sought hereunder by any member of Seller Protected Party, Seller shall act on behalf of and Purchaser shall be entitled giving rise to rely upon the acts and representations of Seller as representing the acts and representations of a claim for such memberindemnification.

Purchaser’s Indemnification. The Purchaser shall indemnifyindemnify the Seller, defend, and hold harmless Seller and its successors or assigns the Obligor and their respective officersaffiliates, employees, consultantsdirectors, agents officers, agents, members, partners, advisors and representatives (collectively, "“Related Persons”) and hold them harmless against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, fees and expenses (including expenses incurred in the enforcement of this indemnification obligation) (collectively, “Losses”) that the Seller Protected Parties") or Obligor may sustain from any Loss that results from material failure of the Purchaser to perform its duties and obligations hereunder. The Seller and the Obligor, as applicable, shall promptly notify the Purchaser and the Program Manager if a claim is made by a third party against the Seller, the Obligor, or arises out of (i) the breach of any of Purchaser's representations or warranties in this Agreement or any certificate delivered in connection herewith; (ii) the breach of any of Purchaser's covenants or agreements in this Agreement or any certificate delivered in connection herewith; (iii) the Assumed Liabilities; (iv) the compliance by Seller with Purchaser's instructions to Seller in connection with the provision by Seller of the services under Article III, or as may otherwise arise in connection with Seller's performance of its obligations under Section 3.5, except as may result from or arise out of the gross negligence or willful misconduct of Seller; (v) the gross negligence or willful misconduct of Purchaser in undertaking its obligations under Section 5.4; (iv) any liability of Purchaser their respective Related Persons with respect to any Mortgage Loan that could give rise to an indemnity claim under this Section 5.01, and the Transferred Employees arising Purchaser shall have the right but not the obligation to assume the defense of any such claim and to assert any and all claims or other pleadings that it may have. The Seller and the Obligor, as applicable, shall cooperate with the Purchaser and the Program Manager in the defense of any such claim. Purchaser shall not settle a claim without the written consent of the Seller or the Obligor, as applicable, which consent shall not be unreasonably withheld or delayed, except that no consent will be required to settle a claim where relief against the party being defended is limited to monetary damages that are paid by the Purchaser; provided, however, that in such case, there shall be no admission of liability on the part of the Seller or after the Closing Date; (v) all liabilities Obligor, respectively, without the written consent of Purchaser the Seller or the Obligor, respectively. This indemnification shall survive the closing of the purchase and sale of the Mortgage Loans and any termination of this Agreement for Taxes attributable the Survival Period, but shall expressly further survive with respect to any claim made hereunder prior to the Transferred Assets or Merchant Acquiring Business and accrued in any period after the Closing Date; (vii) all other liabilities and obligations or Purchaser relating to the Transferred Assets and Transferred Employees relating to events occurring after the Closing Date; (viii) the failure of Purchaser to pay the amounts contemplated by Section 3.6; or (ix) the gross negligence or willful misconduct of Purchaser to the extent Seller incurs a Loss as a result from or arising out expiration of such gross negligence or willful misconduct by Purchaser period. Notwithstanding the provisions set forth in connection with any of Seller's agreements relating to this Section 5.01, the Merchant Acquiring Business with the third party service providers identified on Schedule 3.6(a). In the event that indemnification is sought hereunder by any member of Seller Protected Party, Seller shall act on behalf of and Purchaser shall not be entitled to rely upon the acts and representations of Seller as representing the acts and representations of such memberliable for any indirect, special, consequential or punitive damages.

Purchaser’s Indemnification. Purchaser shall indemnify, defend, indemnify and hold harmless Seller Servicer and its successors or assigns and their respective Affiliates, trustees, directors, officers, employees, consultantsmembers, managers, representatives, stockholders and agents and representatives (collectivelyeach, "Seller Protected Parties"an “Indemnified Servicer Party”) from and against any Loss Losses incurred by Servicer in connection with this Agreement to the extent that results from such Losses arise out of, and are imposed upon any such Indemnified Servicer Party by reason of, (a) any material breach by Purchaser of Sections 3.3, 3.4, 4.2 or arises out 5.2 of (i) the breach of any of Purchaser's representations or warranties in this Agreement or any certificate delivered in connection herewith; (iib) the breach of any of Purchaser's covenants or agreements in this Agreement or any certificate delivered in connection herewith; (iii) the Assumed Liabilities; (iv) the compliance by Seller with Purchaser's instructions to Seller in connection with the provision by Seller of the services under Article III, or as may otherwise arise in connection with Seller's performance of its obligations under Section 3.5, except as may result from or arise out of the ’s gross negligence or willful misconduct in the performance of Seller; its duties under this Agreement. Servicer shall provide prompt written notice (va “Servicer Claims Notice”, and together with a Purchaser Claims Notice and as the context suggests, each a “Claims Notice”) to Purchaser of any claim for indemnity pursuant to this Section 5.3(b). In the case of any claim for indemnity made pursuant to this Section 5.3(b), if Purchaser does not dispute the claim made by Servicer in writing within thirty (30) days of receipt of the related Servicer Claims Notice, Purchaser shall make payment of the applicable indemnification amount to Servicer within sixty (60) days of receipt of the related Servicer Claims Notice. Notwithstanding the foregoing, Purchaser shall have no obligation to do any of the following: (i) except for acts or omissions that constitute fraud, gross negligence or willful misconduct of Purchaser in undertaking or its obligations under Section 5.4; employees or agents, indemnify any Indemnified Servicer Party for any punitive damages or for any actual or lost profits of such Indemnified Servicer Party, regardless of whether Purchaser knew or was aware of such possible Losses, or (ivii) indemnify or hold harmless an Indemnified Servicer Party from and against any liability of Purchaser with respect Losses to the Transferred Employees arising on or after extent such Losses result from the Closing Date; (v) all liabilities of Purchaser for Taxes attributable to the Transferred Assets or Merchant Acquiring Business and accrued in any period after the Closing Date; (vii) all other liabilities and obligations or Purchaser relating to the Transferred Assets and Transferred Employees relating to events occurring after the Closing Date; (viii) the failure of Purchaser to pay the amounts contemplated by Section 3.6; or (ix) the gross negligence or willful misconduct of Purchaser to the extent Seller incurs a Loss as a result from or arising out breach of such gross negligence or willful misconduct by Purchaser in connection with any of Seller's agreements relating to the Merchant Acquiring Business with the third party service providers identified on Schedule 3.6(a). In the event that indemnification is sought hereunder this Agreement by any member of Seller Protected Indemnified Servicer Party, Seller shall act on behalf of and Purchaser shall be entitled to rely upon the acts and representations of Seller as representing the acts and representations of such member.

Purchaser’s Indemnification. (i) Subject to the other limitations in this ARTICLE 6, from and after the Closing, Purchaser shall indemnify, defend, agrees to indemnify Sellers and hold harmless Seller and its successors or assigns their Affiliates and their respective officers, employeesdirectors, consultants, agents employees and representatives shareholders (collectively, "Seller Protected Parties"the “Sellers’ Indemnitees”) from and hold each Sellers’ Indemnitee harmless against any Loss that results from which such Sellers’ Indemnitee suffers or arises out of incurs as a result of: (iA) the breach by Purchaser of any representation or warranty contained in ARTICLE 4 hereof; (B) the breach by Purchaser of Purchaser's any covenant or agreement contained in this Agreement; (C) any Taxes with respect to the Purchased Assets imposed on Sellers which such Taxes relate to any event or transaction occurring after Closing; and (D) the Assumed Liabilities. (ii) Purchaser will not be liable under Section 6.1(b)(i)(A) above unless written notice of a possible claim for indemnification pursuant to such subsection is given by the claiming Sellers’ Indemnitee to Purchaser on or before Purchaser Survival Date, it being understood that so long as such written notice is given on or prior to Purchaser Survival Date, such representations and warranties shall continue to survive until such matter is resolved. For purposes of this Agreement, the term “Purchaser Survival Date” shall mean the date that is three (3) years following the Closing Date; provided, however, that Purchaser Survival Date with respect to any Loss resulting from or related to a breach of the representations and warranties of Purchaser set forth in Sections 4.1 (Organization and Power) or 4.2 (Authorization) (the “Purchaser Fundamental Representations”) shall be the longest period permitted by law and with respect to any Loss resulting from, related to or impacted by Tax matters shall terminate on the date which is 90 days after the relevant Governmental Authorities shall no longer be entitled to assess or reassess liability for Taxes against Sellers or Purchaser for that particular period, having regard, without limitation, to any waivers given by Purchaser in respect of any taxation year. All covenants of Purchaser made in this Agreement or in any certificate or document delivered in connection herewith; (ii) the breach of any of Purchaser's covenants or agreements in by Purchaser pursuant to this Agreement or any certificate delivered in connection herewith; (iii) the Assumed Liabilities; (iv) the compliance by Seller with Purchaser's instructions to Seller in connection with the provision by Seller of the services under Article III, or as may otherwise arise in connection with Seller's performance of its obligations under Section 3.5, except as may result from or arise out of the gross negligence or willful misconduct of Seller; (v) the gross negligence or willful misconduct of Purchaser in undertaking its obligations under Section 5.4; (iv) any liability of Purchaser with respect to the Transferred Employees arising on or after shall survive the Closing Date; Date for the longest period permitted by law (v) all liabilities of Purchaser other than those covenants which, by their express terms, are limited as to time, in which case such covenants shall survive for Taxes attributable to the Transferred Assets or Merchant Acquiring Business and accrued in any period after the Closing Date; (vii) all other liabilities and obligations or Purchaser relating to the Transferred Assets and Transferred Employees relating to events occurring after the Closing Date; (viii) the failure of Purchaser to pay the amounts contemplated by Section 3.6; or (ix) the gross negligence or willful misconduct of Purchaser to the extent Seller incurs a Loss as a result from or arising out of such gross negligence or willful misconduct by Purchaser in connection with any of Seller's agreements relating to the Merchant Acquiring Business with the third party service providers identified on Schedule 3.6(atime so specified). In the event that indemnification is sought hereunder by any member of Seller Protected Party, Seller shall act on behalf of and Purchaser shall be entitled to rely upon the acts and representations of Seller as representing the acts and representations of such member.

Purchaser’s Indemnification. Purchaser shall indemnify, defend, indemnify and hold harmless Seller and its successors or assigns and their respective Affiliates, trustees, directors, officers, employees, consultantsmembers, managers, representatives, stockholders and agents and representatives (collectivelyeach, "an “Indemnified Seller Protected Parties"Party”) from and against any Loss that results from or arises out of (i) the breach of any of Purchaser's representations or warranties in this Agreement or any certificate delivered in connection herewith; (ii) the breach of any of Purchaser's covenants or agreements in this Agreement or any certificate delivered in connection herewith; (iii) the Assumed Liabilities; (iv) the compliance Losses incurred by Seller with Purchaser's instructions to Seller in connection with this Agreement, except to the provision extent that such Losses arise out of, and are imposed upon any such Indemnified Seller Party by reason of, any material breach by Seller of any covenant, agreement, representation or warranty of Seller contained in this Agreement. Seller shall provide prompt written notice (a “Seller Claims Notice”, and together with a Purchaser Claims Notice and as the services under Article IIIcontext suggests, or as may otherwise arise each a “Claims Notice”) to Purchaser of any claim for indemnity pursuant to this Section 5.2. In the case of any claim for indemnity made pursuant to this Section 5.2, if Purchaser does not dispute the claim made by Seller in connection with Seller's performance writing within sixty (60) days of its obligations under Section 3.5, except as may result from or arise out receipt of the gross negligence related Seller Claims Notice, Purchaser shall make payment of the applicable indemnification amount to Seller within ninety (90) days of receipt of the related Seller Claims Notice. (m) Notwithstanding Section 5.2(a), Purchaser shall have no obligation to do any of the following: (i) except for acts or willful misconduct of Seller; (v) the omissions that constitute fraud, gross negligence or willful misconduct of Purchaser in undertaking or its obligations under Section 5.4; (iv) employees or agents, indemnify any liability Indemnified Seller Party for any punitive damages or for any actual or lost profits of such Indemnified Seller Party, regardless of whether Purchaser with respect to the Transferred Employees arising on knew or after the Closing Date; (v) all liabilities was aware of Purchaser for Taxes attributable to the Transferred Assets or Merchant Acquiring Business and accrued in any period after the Closing Date; (vii) all other liabilities and obligations or Purchaser relating to the Transferred Assets and Transferred Employees relating to events occurring after the Closing Date; (viii) the failure of Purchaser to pay the amounts contemplated by Section 3.6such possible Losses; or (ixii) indemnify or hold harmless an Indemnified Seller Party from and against any Losses to the gross extent such Losses result from the negligence or willful misconduct of Purchaser to the extent Seller incurs a Loss as a result from or arising out breach of such gross negligence or willful misconduct by Purchaser in connection with any of Seller's agreements relating to the Merchant Acquiring Business with the third party service providers identified on Schedule 3.6(a). In the event that indemnification is sought hereunder this Agreement by any member of Indemnified Seller Protected Party, Seller shall act on behalf of and Purchaser shall be entitled to rely upon the acts and representations of Seller as representing the acts and representations of such member.

Purchaser’s Indemnification. Purchaser shall indemnify, defend, and hold harmless the Seller and its successors or assigns and their respective officers, employees, consultants, agents and representatives (collectively, "Seller Protected Parties") from any Loss that results from or arises out of (i) the breach of any of Purchaser's representations or warranties in this Agreement or any certificate delivered in connection herewith; (ii) the breach of any of Purchaser's covenants or agreements in this Agreement or any certificate delivered in connection herewith; (iii) the Assumed Liabilities; (iv) the compliance by Seller with Purchaser's instructions to Seller in connection with the provision by Seller of the services under Article III, or as may otherwise arise in connection with Seller's performance of its obligations under Section 3.5, except as may result from or arise out of the gross negligence or willful misconduct of Seller; (v) the gross negligence or willful misconduct of Purchaser in undertaking its obligations under Section 5.4; (iv) any liability of Purchaser with respect to the Transferred Employees arising on or after the Closing Date; (v) all liabilities of Purchaser for Taxes attributable to the Transferred Assets or Merchant Acquiring Business and accrued in any period after the Closing Date; (vii) all other liabilities and obligations or Purchaser relating to the Transferred Assets and Transferred Employees relating to events occurring after the Closing Date; (viii) the failure of Purchaser to pay the amounts contemplated by Section 3.6; or (ixvi) the gross negligence or willful misconduct of Purchaser to the extent Seller incurs a Loss as a result from or arising out of such gross negligence or willful misconduct by Purchaser in connection with any of Seller's agreements relating to the Merchant Acquiring Business with the third party service providers identified on Schedule 3.6(a)3.6. In the event that indemnification is sought hereunder by any member of the Seller Protected Party, Seller shall act on behalf of and Purchaser shall be entitled to rely upon the acts and representations of Seller as representing the acts and representations of such member.