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. (l) 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, 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. 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.

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. 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 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. 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. 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 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.