Common use of Seller Indemnities Clause in Contracts

Seller Indemnities. From and after the Closing Date, LTI, Sub and the Stockholders will absolutely and irrevocably indemnify, defend and hold harmless the Buyer and OYOG and every Affiliate of OYOG (including the Buyer) and their respective directors, stockholders, officers, employees, agents, consultants, representatives, successors, transferees and assignees (collectively, the "Parties to be Indemnified by Sellers") from, against and in respect of any and all Claims that arise or result from or relate to the matters described in clauses (a) through (f) in this Section 8.1 (herein collectively referred to as the "Liabilities to be Indemnified by Sellers"); provided, that LTI, Sub and the Stockholders will not be obligated to indemnify the Parties to be Indemnified by Sellers pursuant to clauses (a) or (b) below (except for a breach of the representation made in Section 2.9, which will not be subject to this limitation) unless the aggregate Liabilities to be Indemnified by Seller under such clauses exceed on a cumulative basis $125,000 (the "Threshold Amount"), and then only to the extent of any such Liabilities to be Indemnified by Seller sustained by the Parties to by Indemnified by Seller in excess of such Threshold Amount; and provided, further, that LTI, Sub and the Stockholders will not be obligated to pay in excess of an aggregate amount equal to the Purchase Price for all Liabilities to be Indemnified by Sellers: (a) The breach of any representation or warranty made by LTI, Sub or the Stockholders contained in this Agreement or in any certificate, exhibit, schedule or other document furnished or delivered to the Buyer or OYOG by LTI, Sub or the Stockholders in connection with this Agreement; (b) The failure of LTI, Sub or the Stockholders to perform any of their respective covenants or agreements under or contained in this Agreement or in any certificate, exhibit, schedule or other document furnished or delivered to the Buyer or OYOG by LTI, Sub or the Stockholders in connection with this Agreement; (c) Any Claim for Taxes relating to the Transferred Assets or the Business and to a period ending on or before the Closing Date or an event occurring on or before the Closing Date, including for any additional Taxes assessed as a result of or arising from an audit or examination of Tax Returns filed on or before the Closing Date or a recharacterization of any revenues, deductions or expenses reported or claimed thereon; provided that indemnities under this clause (c) will not be subject to the Threshold Amount; (d) Any Environmental Liability arising from any event, condition, activity, incident, action or omission existing or occurring before the Closing Date relating in any way to the Transferred Assets or LTI or any of its subsidiaries (including the ownership, operation or use of the Transferred Assets and the conduct of LTI or its subsidiaries prior to the Closing Date); (e) Any Retained Liability; and (f) Any losses or costs of defending against any Claims that may be made against a Party to be Indemnified by Seller by any Person claiming violations of any local, state, federal or foreign laws relating to the employment relationship, including wages, hours, concerted activity, nondiscrimination, occupational health and safety and the payment and withholding of Taxes, where those Claims arise out of circumstances relating to LTI, Sub or the Business prior to the Closing Date; IN EACH CASE, REGARDLESS OF BY WHOM ASSERTED, AND REGARDLESS OF WHETHER ANY SUCH CAUSE OF ACTION, DEMAND OR CLAIM RESULTS SOLELY OR IN PART FROM THE ACTIVE, PASSIVE OR CONCURRENT NEGLIGENCE OR GROSS NEGLIGENCE OF ANY OF THE PARTIES TO BE INDEMNIFIED BY SELLERS. For purposes of determining the right of any Party to be Indemnified by Seller to indemnification for a misrepresentation or breach of warranty made by LTI, Sub or the Stockholders in this Agreement, all such representations and warranties that have been made subject to a materiality qualification shall be deemed to have been made without that qualification.

Seller Indemnities. From Without limiting any other rights that any Indemnified Party may have hereunder or under applicable law, and after whether or not any of the Closing Datetransactions contemplated hereby are consummated, LTIthe Seller hereby agrees to indemnify each Indemnified Party from and against, Sub and the Stockholders will absolutely and irrevocably indemnify, defend and hold each thereof harmless the Buyer and OYOG and every Affiliate of OYOG (including the Buyer) and their respective directors, stockholders, officers, employees, agents, consultants, representatives, successors, transferees and assignees (collectively, the "Parties to be Indemnified by Sellers") from, against and in respect of any and all Claims claims, damages, losses, liabilities and expenses (including, without limitation, reasonable fees and disbursements of counsel), joint or several, that arise may be incurred by or result from asserted or relate to awarded against any Indemnified Party (including, without limitation, in connection with any investigation, litigation or proceeding or the matters described preparation of a defense in clauses connection therewith), in each case arising out of, or resulting from, in whole or in part, one or more of the following: (a) through (f) in this Section 8.1 (herein collectively referred to as the "Liabilities to be Indemnified by Sellers"); provided, that LTI, Sub and the Stockholders will not be obligated to indemnify the Parties to be Indemnified by Sellers pursuant to clauses (a) or (b) below (except for a breach of the representation made in Section 2.9, which will not be subject to this limitation) unless the aggregate Liabilities to be Indemnified by Seller under such clauses exceed on a cumulative basis $125,000 (the "Threshold Amount"), and then only to the extent of any such Liabilities to be Indemnified by Seller sustained by the Parties to by Indemnified by Seller in excess of such Threshold Amount; and provided, further, that LTI, Sub and the Stockholders will not be obligated to pay in excess of an aggregate amount equal to the Purchase Price for all Liabilities to be Indemnified by Sellers: (a) The breach of any representation or warranty made by LTI, Sub or the Stockholders contained in this Agreement or in any certificate, exhibit, schedule other Transaction Document or any other agreement or document furnished delivered or to be delivered to the Buyer or OYOG by LTI, Sub or the Stockholders in connection with this Agreement; ; (b) The failure the use of LTIproceeds of any Purchase or reinvestment; (c) the interest of any Owner in any Receivable, Sub any Contract or the Stockholders to perform any of their respective covenants or agreements under or contained in Related Security; (d) any transaction contemplated by this Agreement or in any certificate, exhibit, schedule other Transaction Document or any other agreement or document furnished delivered or to be delivered to the Buyer or OYOG by LTI, Sub or the Stockholders in connection with this Agreement; or (e) any action taken or omitted by any Indemnified Party in good faith in reliance on any notice or other written communication in the form of an e-mail or a telecopy or facsimile purporting to be from the Seller; excluding, however, amounts to the extent resulting solely and directly from any of (x) the gross negligence or willful misconduct on the part of such Indemnified Party, as determined by a court of competent jurisdiction in a final, non-appealable judgment, (y) the lack of creditworthiness of an Obligor or (z) the failure to collect amounts in respect of a Pool Receivable, to the extent such failure results from a discharge of the Obligor with respect thereto in a proceeding in respect of such Obligor under applicable bankruptcy laws or otherwise results from the Obligor’s financial inability to pay such amounts (all of the foregoing, other than those matters excluded pursuant to clauses (x), (y) and (z) above, being collectively referred to as “Indemnified Amounts”). In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 10.01 applies, such indemnity shall be effective whether or not such investigation, litigation or other proceeding is brought by the Seller, any of its directors, security holders or creditors, an Indemnified Party or any other Person or an Indemnified Party is otherwise a party thereto. Without limiting or being limited by the foregoing and whether or not any of the transactions contemplated hereby are consummated, the Seller shall pay pursuant to Sections 2.05 and 2.06 to each Indemnified Party any and all amounts necessary to indemnify such Indemnified Party from and against any and all Indemnified Amounts which relate to or result from, or which would not have occurred but for, one or more of the following: (i) any Receivable becoming a Pool Receivable which is not at the date of the transfer thereof hereunder an Eligible Receivable; (cii) Any Claim for Taxes relating to any representation or warranty or statement made or deemed made by the Transferred Assets or the Business and to a period ending on or before the Closing Date or an event occurring on or before the Closing Date, including for any additional Taxes assessed as a result of or arising from an audit or examination of Tax Returns filed on or before the Closing Date or a recharacterization of any revenues, deductions or expenses reported or claimed thereon; provided that indemnities under this clause Seller (c) will not be subject to the Threshold Amount; (d) Any Environmental Liability arising from any event, condition, activity, incident, action or omission existing or occurring before the Closing Date relating in any way to the Transferred Assets or LTI or any of its subsidiaries (including the ownershipofficers) under or in connection with this Agreement or any other Transaction Document or any Seller Report, operation Weekly Report, Daily Report or use of the Transferred Assets and the conduct of LTI other document delivered or its subsidiaries prior to the Closing Date)be delivered in connection herewith or with any other Transaction Document being incorrect in any material respect when made or deemed made or delivered; (eiii) Any Retained Liabilitythe failure by the Seller to comply with any applicable law, rule or regulation with respect to any Pool Receivable or the related Contract or any Related Security with respect thereto; andor the failure of any Pool Receivable or the related Contract or any Related Security with respect thereto to conform to any such applicable law, rule or regulation; (fiv) Any losses the failure to vest in the Agent a first priority perfected ownership interest or costs of defending against any Claims that may be made against a Party security interest in each Receivable in, or purported to be Indemnified in, the Receivables Pool and the Related Security and Collections in respect thereof, free and clear of any Adverse Claim; or the failure of the Seller to have obtained a first priority perfected ownership interest in the Pool Receivables and the Related Security and Collections with respect thereto transferred or purported to be transferred to the Seller under the Sale Agreement, free and clear of any Adverse Claim; (v) the failure of the Seller to have filed, or any delay by the Seller in filing, financing statements or other similar instruments or documents under the UCC of any applicable jurisdiction or other applicable laws with respect to any Receivable in, or purported to be in, the Receivables Pool and the Related Security and Collections in respect thereof, whether at the time of any Purchase or reinvestment or at any subsequent time unless such failure results directly and solely from the Agent’s failure to take appropriate action; (vi) any dispute, claim, offset or defense (other than discharge in bankruptcy of the Obligor) of any Obligor to the payment of any Receivable in, or purported to be in, the Receivables Pool (including, without limitation, any defense based on the fact or allegation that such Receivable or the related Contract is not a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), or any other claim resulting from the sale of the goods or services related to such Receivable or the furnishing or failure to furnish such goods or services; (vii) any failure of the Seller to perform its duties or obligations in accordance with the provisions of this Agreement or any other Transaction Document or to perform its duties or obligations under any Contract; (viii) any product liability, personal injury, copyright infringement, theft of services, property damage, or other breach of contract, antitrust, unfair trade practices or tortious claim arising out of or in connection with subject matter of any Contract or out of or in connection with any transaction contemplated by this Agreement, any other Transaction Document or any other instrument or document furnished pursuant hereto or such Contract; (ix) the commingling by the Seller of Collections of Pool Receivables at any time with other funds; (x) any action or omission by the Seller, reducing or impairing the rights of any Owner under this Agreement, any other Transaction Document or any other instrument or document furnished pursuant hereto or thereto or with respect to any Pool Receivable; (xi) any cancellation or modification of a Pool Receivable, the related Contract or any Related Security, whether by written agreement, verbal agreement, acquiescence or otherwise; (xii) any investigation, litigation or proceeding related to or arising from this Agreement, any other Transaction Document or any other instrument or document furnished pursuant hereto or thereto, or any transaction contemplated by this Agreement or any Contract or the use of proceeds from any Purchase or reinvestment pursuant to this Agreement, or the ownership of, or other interest in, any Receivable, the related Contract or Related Security; (xiii) the existence of any Adverse Claim against or with respect to any Pool Receivable, the related Contract or the Related Security or Collections with respect thereto; (xiv) any failure by the Seller to pay when due any taxes, including without limitation sales, excise or personal property taxes, payable by the Seller in connection with any Receivable or the related Contract or any Related Security with respect thereto; (xv) any claim brought by any Person claiming violations other than an Indemnified Party arising from any activity of the Seller in servicing, administering or collecting any Pool Receivable; (xvi) any failure by any Lock-Box Bank to comply with the terms of the Lock-Box Agreement to which it is a party; or (xvii) to the extent not covered by the foregoing clauses, the occurrence and continuance of any local, state, federal or foreign laws relating to the employment relationship, including wages, hours, concerted activity, nondiscrimination, occupational health and safety and the payment and withholding Event of Taxes, where those Claims arise out of circumstances relating to LTI, Sub or the Business prior to the Closing Date; IN EACH CASE, REGARDLESS OF BY WHOM ASSERTED, AND REGARDLESS OF WHETHER ANY SUCH CAUSE OF ACTION, DEMAND OR CLAIM RESULTS SOLELY OR IN PART FROM THE ACTIVE, PASSIVE OR CONCURRENT NEGLIGENCE OR GROSS NEGLIGENCE OF ANY OF THE PARTIES TO BE INDEMNIFIED BY SELLERS. For purposes of determining the right of any Party to be Indemnified by Seller to indemnification for a misrepresentation or breach of warranty made by LTI, Sub or the Stockholders in this Agreement, all such representations and warranties that have been made subject to a materiality qualification shall be deemed to have been made without that qualificationTermination.

Seller Indemnities. From Without limiting any other rights that the Agent, any Administrator or any Purchaser may have hereunder or under applicable law, the Seller hereby agrees to indemnify the Agent, each Administrator and after the Closing Date, LTI, Sub and the Stockholders will absolutely and irrevocably indemnify, defend and hold harmless the Buyer and OYOG and every Affiliate of OYOG (including the Buyer) each Purchaser and their respective directors, stockholdersassigns, officers, employeesdirectors, agents, consultants, representatives, successors, transferees agents and assignees employees (collectively, the each an "Parties to be Indemnified by SellersParty") from, from and against and in respect of any and all Claims that arise damages, losses, claims, taxes, liabilities, costs, expenses and for all other amounts payable, including reasonable attorneys' fees (which attorneys may be employees of the Agent or result from or relate to such Purchaser) and disbursements (all of the matters described in clauses (a) through (f) in this Section 8.1 (herein foregoing being collectively referred to as "Indemnified Amounts") awarded against or incurred by any of them arising out of or as a result of this Agreement or the "Liabilities acquisition, either directly or indirectly, by the Agent or a Purchaser of an interest in the Dealer Receivables excluding, however: (i) Indemnified Amounts to be the extent a final judgment of a court of competent jurisdiction holds that such Indemnified Amounts resulted from gross negligence or willful misconduct on the part of the Indemnified Party seeking indemnification; (ii) Indemnified Amounts to the extent the same include losses in respect of Dealer Receivables that are uncollectible on account of the insolvency, bankruptcy or lack of creditworthiness or other failure to pay of the related Obligor where such failure is not caused by Sellers")any action or inaction on the part of AGCO in connection with any Dealer Receivable or Dealer Agreement; (iii) taxes imposed by the jurisdiction in which such Indemnified Party is organized or in which it is otherwise doing business on or measured by the overall net income of such Indemnified Party to the extent that the computation of such taxes is consistent with the Intended Tax Characterization; provided, however, that LTI, Sub and nothing contained in this sentence shall limit the Stockholders will not be obligated liability of either the Seller or the Servicer or limit the recourse of the Purchasers to indemnify either the Parties Seller or the Servicer for amounts otherwise specifically provided to be Indemnified paid by Sellers pursuant to clauses (a) or (b) below (except for a breach such Person under the terms of this Agreement. Without limiting the generality of the representation made foregoing indemnification, the Seller shall indemnify each Indemnified Party for Indemnified Amounts (including, without limitation, losses in Section 2.9respect of uncollectible receivables, which will not be subject to this limitation) unless the aggregate Liabilities to be Indemnified by Seller under such clauses exceed on a cumulative basis $125,000 (the "Threshold Amount"), and then only regardless of whether reimbursement therefor would constitute recourse to the extent of any such Liabilities to be Indemnified by Seller sustained by or the Parties to by Indemnified by Seller in excess of such Threshold Amount; and provided, further, that LTI, Sub and the Stockholders will not be obligated to pay in excess of an aggregate amount equal to the Purchase Price for all Liabilities to be Indemnified by SellersServicer) resulting from: (ai) The breach of any representation or warranty made by LTIthe Seller, Sub the Servicer or the Stockholders contained in this Agreement Originator (or in any certificate, exhibit, schedule officers of any such Person) under or other document furnished or delivered to the Buyer or OYOG by LTI, Sub or the Stockholders in connection with this Agreement, any other Transaction Document or any other information or report delivered by any such Person pursuant hereto or thereto, which shall have been false or incorrect when made or deemed made; (bii) The the failure by the Seller, the Servicer or the Originator to comply with any applicable law, rule or regulation with respect to any Dealer Receivable or Contract related thereto, or the nonconformity of any Dealer Receivable or Contract included therein with any such applicable law, rule or regulation or any failure of LTI, Sub the Originator to keep or the Stockholders to perform any of their respective its obligations, express or implied, with respect to any Contract; (iii) any failure of the Seller, the Servicer or the Originator to perform its duties, covenants or agreements under or contained other obligations in accordance with the provisions of this Agreement or in any certificateother Transaction Document; (iv) any products liability, exhibitpersonal injury or damage suit, schedule or other document furnished similar claim arising out of or delivered to the Buyer or OYOG by LTI, Sub or the Stockholders in connection with this Agreementmerchandise, insurance or services that are the subject of any Contract or any Dealer Receivable; (cv) Any Claim for Taxes any dispute, claim, offset or defense (other than discharge in bankruptcy of the Obligor) of the Obligor to the payment of any Dealer Receivable arising on or prior to the Termination Date (including, without limitation, a defense based on such Dealer Receivable or the related Contract not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), or any other claim resulting from the sale of the merchandise or service related to such Dealer Receivable or the furnishing or failure to furnish such merchandise or services; (vi) the commingling of Collections of Dealer Receivables at any time with other funds; (vii) any investigation, litigation or proceeding related to or arising from this Agreement or any other Transaction Document, the transactions contemplated hereby, the use of the proceeds of a purchase, the ownership of the Ownership Interests or any other investigation, litigation or proceeding relating to the Transferred Assets Seller, the Servicer or the Business and to a period ending on or before the Closing Date or an event occurring on or before the Closing Date, including for Originator in which any additional Taxes assessed Indemnified Party becomes involved as a result of or arising from an audit or examination any of Tax Returns filed on or before the Closing Date or a recharacterization of any revenues, deductions or expenses reported or claimed thereon; provided that indemnities under this clause (c) will not be subject to the Threshold Amounttransactions contemplated hereby; (dviii) Any Environmental Liability arising any inability to litigate any claim against any Obligor in respect of any Dealer Receivable as a result of such Obligor being immune from civil and commercial law and suit on the grounds of sovereignty or otherwise from any eventlegal action, condition, activity, incident, action suit or omission existing or occurring before the Closing Date relating proceeding; (ix) any Early Amortization Event described in any way to the Transferred Assets or LTI or any of its subsidiaries (including the ownership, operation or use of the Transferred Assets and the conduct of LTI or its subsidiaries prior to the Closing DateSection 9.01(d); (ex) Any Retained Liabilityany failure of the Seller to acquire and maintain legal and equitable title to, and ownership of any Dealer Receivable and the Related Security and Collections with respect thereto from the Originator, free and clear of any Adverse Claim (other than as created hereunder); and (f) Any losses or costs any failure of defending against the Seller to give reasonably equivalent value to the Originator under the Originator Sale Agreement in consideration of the transfer by the Originator of any Claims that may be made against a Party to be Indemnified by Seller Dealer Receivable, or any attempt by any Person claiming violations to void such transfer under statutory provisions or common law or equitable action; or any failure of the Seller to have a first priority perfected security interest in the Equipment the sale of which gave rise to any Dealer Receivable; (xi) any failure to vest and maintain vested in the Agent and the Purchasers, or to transfer to the Agent and the Purchasers, legal and equitable title to, and ownership of, a first priority undivided percentage ownership (to the extent of the Ownership Interests contemplated hereunder) in the Dealer Receivables, the Related Security and the Collections, free and clear of any localAdverse Claim; (xii) the failure to have filed, stateor any delay in filing, federal financing statements or foreign other similar instruments or documents under the UCC of any applicable jurisdiction or other applicable laws relating with respect to any Dealer Receivable, the employment relationshipRelated Security and Collections with respect thereto, including wages, hours, concerted activity, nondiscrimination, occupational health and safety and the payment and withholding proceeds of Taxesany thereof, where those Claims arise out whether at the time of circumstances relating to LTI, Sub any Incremental Purchase or Reinvestment Purchase or at any subsequent time; (xiii) any action or omission by either the Seller or the Business prior Servicer which reduces or impairs the rights of the Agent or the Purchasers with respect to any Dealer Receivable or the Closing Datevalue of any such Dealer Receivable; (xiv) any attempt by any Person to void any Incremental Purchase or Reinvestment Purchase hereunder under statutory provisions or common law or equitable action; IN EACH CASEor (xv) the failure of any Dealer Receivable treated as or represented to be an Eligible Receivable at any time by the Seller, REGARDLESS OF BY WHOM ASSERTEDthe Originator or the Servicer (including, AND REGARDLESS OF WHETHER ANY SUCH CAUSE OF ACTIONwithout limitation, DEMAND OR CLAIM RESULTS SOLELY OR IN PART FROM THE ACTIVE, PASSIVE OR CONCURRENT NEGLIGENCE OR GROSS NEGLIGENCE OF ANY OF THE PARTIES TO BE INDEMNIFIED BY SELLERS. For for purposes of determining calculating the right of any Party Net Eligible Receivables Balance) to be Indemnified by Seller to indemnification for a misrepresentation or breach an Eligible Receivable as of warranty made by LTI, Sub or the Stockholders in this Agreement, all such representations and warranties that have been made subject to a materiality qualification shall be deemed to have been made without that qualificationtime.

Seller Indemnities. From Without limiting any other rights that the Custodian, the Agent, any Administrator or any Purchaser may have hereunder or under applicable law, the Seller hereby agrees to indemnify the Custodian, the Agent, each Administrator and after the Closing Date, LTI, Sub and the Stockholders will absolutely and irrevocably indemnify, defend and hold harmless the Buyer and OYOG and every Affiliate of OYOG (including the Buyer) each Purchaser and their respective directors, stockholdersassigns, officers, employeesdirectors, agents, consultants, representatives, successors, transferees agents and assignees employees (collectively, the each an "Parties to be Indemnified by SellersParty") from, from and against and in respect of any and all Claims that arise damages, losses, claims, taxes, liabilities, costs, expenses and for all other amounts payable, including reasonable attorneys' or result from lawyers' fees (which attorneys or relate to lawyers may be employees of the matters described in clauses Custodian, the Agent or such Purchaser) and disbursements (aon a solicitor and his own client basis) through (f) in this Section 8.1 (herein all of the foregoing being collectively referred to as "Indemnified Amounts") awarded against or incurred by any of them arising out of or as a result of this Agreement or the "Liabilities acquisition, either directly or indirectly, by the Custodian, the Agent or a Purchaser of an interest in the Dealer Receivables excluding, however: (A) Indemnified Amounts to be the extent a final judgment of a court of competent jurisdiction holds that such Indemnified Amounts resulted from gross negligence or wilful misconduct on the part of the Indemnified Party seeking indemnification; (B) Indemnified Amounts to the extent the same include losses in respect of Dealer Receivables that are uncollectible on account of the insolvency, bankruptcy or lack of creditworthiness or other failure to pay of the related Obligor where such failure is not caused by Sellers")any action or inaction on the part of the Seller or AGCO U.S. in connection with any Dealer Receivable or Dealer Agreement; (C) taxes (other than taxes imposed by Canada or any jurisdiction thereof) imposed by the jurisdiction in which such Indemnified Party is organized or in which it is otherwise doing business on or measured by the overall net income of such Indemnified Party; provided, however, that LTInothing contained in this sentence shall limit the liability of either the Seller or the Servicer or limit the recourse of the Custodian, Sub and the Stockholders will not be obligated Agent or the Purchasers to indemnify either the Parties Seller or the Servicer for amounts otherwise specifically provided to be Indemnified paid by Sellers pursuant to clauses (a) or (b) below (except for a breach such Person under the terms of this Agreement. Without limiting the generality of the representation made foregoing indemnification, the Seller shall indemnify each Indemnified Party for Indemnified Amounts (including, without limitation, losses in Section 2.9respect of uncollectible receivables, which will not be subject to this limitation) unless the aggregate Liabilities to be Indemnified by Seller under such clauses exceed on a cumulative basis $125,000 (the "Threshold Amount"), and then only regardless of whether reimbursement therefor would constitute recourse to the extent of any such Liabilities to be Indemnified by Seller sustained by or the Parties to by Indemnified by Seller in excess of such Threshold Amount; and provided, further, that LTI, Sub and the Stockholders will not be obligated to pay in excess of an aggregate amount equal to the Purchase Price for all Liabilities to be Indemnified by SellersServicer) resulting from: (ai) The breach of any representation or warranty made by LTI, Sub the Seller or the Stockholders contained in this Agreement Servicer (or in any certificate, exhibit, schedule officers of any such Person) under or other document furnished or delivered to the Buyer or OYOG by LTI, Sub or the Stockholders in connection with this Agreement, any other Transaction Document or any other information or report delivered by any such Person pursuant hereto or thereto, which shall have been false or incorrect when made or deemed made; (bii) The the failure by the Seller or the Servicer to comply with any applicable law, rule or regulation with respect to any Dealer Receivable or Contract related thereto, or the nonconformity of any Dealer Receivable or Contract included therein with any such applicable law, rule or regulation or any failure of LTI, Sub the Seller to keep or the Stockholders to perform any of their respective its obligations, express or implied, with respect to any Contract; (iii) any failure of the Seller or the Servicer to perform its duties, covenants or agreements under or contained other obligations in accordance with the provisions of this Agreement or in any certificateother Transaction Document; (iv) any products liability, exhibitpersonal injury or damage suit, schedule or other document furnished similar claim arising out of or delivered to the Buyer or OYOG by LTI, Sub or the Stockholders in connection with this Agreementmerchandise, insurance or services that are the subject of any Contract or any Dealer Receivable; (cv) Any Claim for Taxes any dispute, claim, offset or defense (other than discharge in bankruptcy of the Obligor) of the Obligor to the payment of any Dealer Receivable arising on or prior to the Termination Date (including, without limitation, a defense based on such Dealer Receivable or the related Contract not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), or any other claim resulting from the sale of the merchandise or service related to such Dealer Receivable or the furnishing or failure to furnish such merchandise or services; (vi) the commingling of Collections of Dealer Receivables at any time with other funds; (vii) any investigation, litigation or proceeding related to or arising from this Agreement or any other Transaction Document, the transactions contemplated hereby, the use of the proceeds of a purchase, the ownership of the Ownership Interests or any other investigation, litigation or proceeding relating to the Transferred Assets Seller or the Business and to a period ending on or before the Closing Date or an event occurring on or before the Closing Date, including for Servicer in which any additional Taxes assessed Indemnified Party becomes involved as a result of or arising from an audit or examination any of Tax Returns filed on or before the Closing Date or a recharacterization of any revenues, deductions or expenses reported or claimed thereon; provided that indemnities under this clause (c) will not be subject to the Threshold Amounttransactions contemplated hereby; (dviii) Any Environmental Liability arising any inability to litigate any claim against any Obligor in respect of any Dealer Receivable as a result of such Obligor being immune from civil and commercial law and suit on the grounds of sovereignty or otherwise from any eventlegal action, condition, activity, incident, action suit or omission existing or occurring before the Closing Date relating proceeding; (ix) any Early Amortization Event described in any way to the Transferred Assets or LTI or any of its subsidiaries (including the ownership, operation or use of the Transferred Assets and the conduct of LTI or its subsidiaries prior to the Closing DateSection 10.01(d); (ex) Any Retained Liabilityany failure of the Seller to have had (but for the transactions contemplated hereby) legal and equitable title to, and ownership of any Dealer Receivable and the Related Security and Collections with respect thereto, free and clear of any Adverse Claim; andor any failure of the Seller to have a first priority perfected security (or equivalent) interest in the Equipment the sale of which gave rise to any Dealer Receivable; (fxi) Any losses any failure to vest and maintain vested in the Agent and the Purchasers, or costs to Transfer to the Agent and the Purchasers, legal and equitable title to, and ownership of, a first priority perfected undivided percentage ownership interest (to the extent of defending against the Ownership Interests contemplated hereunder) in the Dealer Receivables, the Related Security and the Collections, free and clear of any Claims that may be made against a Party Adverse Claim; (xii) the failure to be Indemnified have filed, or any delay in filing, financing statements or other similar instruments or documents under the UCC of any applicable jurisdiction or other applicable laws with respect to any Dealer Receivable, the Related Security and Collections with respect thereto, and the proceeds of any thereof, whether at the time of any Incremental Purchase or Reinvestment Purchase or at any subsequent time; (xiii) any action or omission by either the Seller or the Servicer which reduces or impairs the rights of the Custodian, the Agent or the Purchasers with respect to any Dealer Receivable or the value of any such Dealer Receivable; (xiv) any attempt by any Person claiming violations to void any Incremental Purchase or Reinvestment Purchase hereunder under statutory provisions or common law or equitable action; (xv) the failure of any localDealer Receivable treated as or represented to be an Eligible Receivable at any time by the Seller or the Servicer (including, statewithout limitation, federal for purposes of calculating the Net Eligible Receivables Balance) to be an Eligible Receivable as of such time; or (xvi) any tax or foreign laws relating governmental fee or charge or impost of any kind or nature whatsoever, including without limitation, any sales, excise, transfer, goods and services, business or property tax and customs duties, and any instalment, penalty or interest in respect of any thereof (but, for greater certainty, not including any taxes to the employment relationship, extent excluded from these indemnities pursuant to clause (iii) above in this Section 11.1) which may be imposed on the Agent or any Purchaser by reason of or in connection with any of the transactions contemplated by this Agreement including wages, hours, concerted activity, nondiscrimination, occupational health and safety and the payment and withholding purchase or ownership of Taxes, where those Claims arise out of circumstances relating to LTI, Sub any Ownership Interest or any interest therein or 61 -61- any merchandise which secure any Dealer Receivable or Related Security or in connection with any other rights or assets Transferred hereunder or the Business prior entitlement to a receipt of any amount hereunder or otherwise in connection herewith and including, without limitation, any tax or other amounts which any Obligor or any Servicer is obligated by law to withhold from any amounts otherwise payable to the Closing Date; IN EACH CASE, REGARDLESS OF BY WHOM ASSERTED, AND REGARDLESS OF WHETHER ANY SUCH CAUSE OF ACTION, DEMAND OR CLAIM RESULTS SOLELY OR IN PART FROM THE ACTIVE, PASSIVE OR CONCURRENT NEGLIGENCE OR GROSS NEGLIGENCE OF ANY OF THE PARTIES TO BE INDEMNIFIED BY SELLERSPurchasers. For purposes greater certainty, the Seller acknowledges and agrees that it is the intention of determining the right parties that the Seller bear the risk, under this Section 11.1, of any Party withholding tax on Collections, other than any such withholding tax which the Servicer is required to be Indemnified by Seller to indemnification for a misrepresentation or breach of warranty made by LTI, Sub or the Stockholders in this Agreement, all such representations and warranties that have been made subject to a materiality qualification shall be deemed to have been made without that qualificationremit under Section 9.02(g).

Seller Indemnities. From and after With effect from the Closing Completion Date, LTI, Sub the Sellers shall jointly and the Stockholders will absolutely and irrevocably severally indemnify, defend defend, reimburse and hold harmless the Buyer and OYOG its Affiliates (each such Person, a “Buyer Indemnified Party”) from and every Affiliate of OYOG (including the Buyer) against, and their respective directors, stockholders, officers, employees, agents, consultants, representatives, successors, transferees and assignees (collectively, the "Parties agree to be defend promptly any Buyer Indemnified by Sellers") Party from, against and in respect of reimburse any and all Claims that arise or result from or relate to the matters described in clauses (a) through (f) in this Section 8.1 (herein collectively referred to as the "Liabilities to be Buyer Indemnified by Sellers"); provided, that LTI, Sub and the Stockholders will not be obligated to indemnify the Parties to be Indemnified by Sellers pursuant to clauses (a) or (b) below (except for a breach of the representation made in Section 2.9, which will not be subject to this limitation) unless the aggregate Liabilities to be Indemnified by Seller under such clauses exceed on a cumulative basis $125,000 (the "Threshold Amount"), and then only to the extent of any such Liabilities to be Indemnified by Seller sustained by the Parties to by Indemnified by Seller in excess of such Threshold Amount; and provided, further, that LTI, Sub and the Stockholders will not be obligated to pay in excess of an aggregate amount equal to the Purchase Price for all Liabilities to be Indemnified by SellersParty for: (a) The breach any and all Losses suffered or incurred by any Buyer Indemnified Party, resulting from any claims, Encumbrances, Indebtedness, liens, Liabilities and contingencies of any representation or warranty made by LTIthe Constellation Group, Sub or the Stockholders contained in this Agreement or in any certificateincluding, exhibitbut not limited to, schedule or Tax, labour, environmental, social security, civil, commercial, administrative and anti- corruption liabilities, as per Article 60 and other document furnished or delivered to the Buyer or OYOG by LTI, Sub or the Stockholders in connection with this Agreementrelated provisions of Brazilian Bankruptcy Law and Applicable Laws; (b) The failure any and all Losses related to any alleged or actual violation of LTIany Anti-Corruption Laws by any member of the Constellation Group, Sub claimed by, relating to or the Stockholders resulting from a claim by a competent Governmental Authority in relation to perform any of their respective covenants its business, operations, properties, assets or agreements under or contained obligations in this Agreement or in any certificate, exhibit, schedule or other document furnished or delivered Brazil where such Losses are attributable to the Buyer or OYOG by LTI, Sub or period prior to the Stockholders in connection with this Agreement;Completion Date; and (c) Any Claim for Taxes relating the Seller Relevant Percentage of any Losses suffered or incurred by any Buyer Indemnified Party which relate to or result from: (i) any claim or sanction by a Governmental Authority or any claim by Petrobras in relation to or resulting from a claim by a Governmental Authority (but excluding any Losses which relate to operational matters of the FPSO Assets which are under the control of JVO Companies) where such Losses (1) relate to the Transferred FPSO Assets or and (2) are attributable to the Business Ownership Period; or (ii) any Tax Assessment, (the “FPSO Assets Claims”, and to a period ending on or before “FPSO Assets Claim” shall be construed accordingly), (Clauses 8.1(a), 8.1(b) and 8.1(c) together, the Closing Date or an event occurring on or before “Seller Indemnities” and “Seller Indemnity” shall be construed accordingly), provided always that the Closing Date, including for any additional Taxes assessed as a result of or arising from an audit or examination of Tax Returns filed on or before the Closing Date or a recharacterization of any revenues, deductions or expenses reported or claimed thereon; provided that indemnities under this clause (c) will not Seller Indemnities shall be subject to the Threshold Amount; (d) Any Environmental Liability arising from any event, condition, activity, incident, action or omission existing or occurring before the Closing Date relating in any way to the Transferred Assets or LTI or any provisions of its subsidiaries (including the ownership, operation or use of the Transferred Assets and the conduct of LTI or its subsidiaries prior to the Closing Date); (e) Any Retained Liability; and (f) Any losses or costs of defending against any Claims that may be made against a Party to be Indemnified by Seller by any Person claiming violations of any local, state, federal or foreign laws relating to the employment relationship, including wages, hours, concerted activity, nondiscrimination, occupational health and safety and the payment and withholding of Taxes, where those Claims arise out of circumstances relating to LTI, Sub or the Business prior to the Closing Date; IN EACH CASE, REGARDLESS OF BY WHOM ASSERTED, AND REGARDLESS OF WHETHER ANY SUCH CAUSE OF ACTION, DEMAND OR CLAIM RESULTS SOLELY OR IN PART FROM THE ACTIVE, PASSIVE OR CONCURRENT NEGLIGENCE OR GROSS NEGLIGENCE OF ANY OF THE PARTIES TO BE INDEMNIFIED BY SELLERS. For purposes of determining the right of any Party to be Indemnified by Seller to indemnification for a misrepresentation or breach of warranty made by LTI, Sub or the Stockholders in this Agreement, all such representations and warranties that have been made subject to a materiality qualification shall be deemed to have been made without that qualificationSchedule 6.