Common use of Agreement to Indemnify Clause in Contracts

Agreement to Indemnify. Subject to any express provisions of this Agreement to the contrary (including, without limitation, Section 2.5), from and after the Closing, (i) Seller shall indemnify and hold harmless Purchaser and any partner, member, manager, officer, director, trustee, beneficiary, employee or agent of Purchaser (collectively, the “Purchaser Indemnitees”) from and against any and all obligations, claims, losses, damages, liabilities, and expenses (including, without limitation, reasonable attorneys’ and accountants’ fees and disbursements) to the extent arising out of (A) events or contractual obligations, acts, or omissions of Owner or Tenant that occurred in connection with the ownership or operation of the Property prior to the Closing Date and for which Purchaser did not receive a credit at Closing in the full amount of such liability, (B) any damage to property or injury to or death of any person occurring on or about or in connection with the Property or any portion thereof at any time or times prior to the Closing Date for which Owner, Tenant or Manager did not have adequate insurance on the date of Closing, or (C) subject to the limitations set forth herein, a breach of any representation or warranty made by Seller hereunder or in any certificate delivered by Seller hereunder, and (ii) Purchaser shall indemnify and hold harmless Seller and any partner, member, manager, officer, director, trustee, beneficiary, employee or agent of Seller (collectively, the “Seller Indemnitees”) from and against any and all obligations, claims, losses, damages, liabilities and expenses (including, without limitation, reasonable attorneys’ and accountants’ fees and disbursements) to the extent arising out of (A) events, contractual obligations, acts or omissions of Purchaser for which Purchaser did receive a credit at Closing in the full amount of such liability that occur in connection with the ownership or operation of the Property on or after the Closing Date, or (B) any damage to property or injury to or death of any person occurring on or about the Property or any portion thereof on or at any time or times after the Closing Date, or (C) subject to the limitations set forth herein, a breach of any representation or warranty made by Purchaser hereunder or in any certificate delivered by Purchaser hereunder. The provisions of this Section 12.1 shall survive the Closing and the termination of this Agreement.

Agreement to Indemnify. Subject (a) Coil Tubing Technology Holding, Inc., and Each Shareholder, jointly and severally, with respect to any express provisions of this Agreement each Shareholder, respectively, agrees to the contrary (includingindemnify, without limitation, Section 2.5), from and after the Closing, (i) Seller shall indemnify defend and hold harmless Purchaser Grifco and any partner, member, manager, officer, director, trustee, beneficiary, employee or agent of Purchaser its affiliates (collectively, the “Purchaser Indemnitees”Indemnified Parties) harmless from and against any and all obligationsclaims sustained after Closing by Grifco or any of its affiliates based upon, claims, losses, damages, liabilities, and expenses (including, without limitation, reasonable attorneys’ and accountants’ fees and disbursements) to the extent arising out of or otherwise in respect of (Ai) events the inaccuracy of any representation or contractual obligations, actswarranty, or omissions the breach of Owner any covenant or Tenant that occurred agreement, of such Coil Tubing Technology Holding, Inc., Shareholder contained in connection with this Agreement or in any certificate, agreement, document or instrument delivered pursuant to this Agreement, or (ii) the ownership or operation of the Property business or the ownership, management or use of the assets prior to the Closing Date unless and for which Purchaser did not receive a credit at Closing in to the full amount extent that such claim shall have arisen solely from any action of such liability, (B) any damage to property or injury to or death of any person occurring on or about or in connection with the Property Grifco or any portion thereof at any time or times of its affiliates prior to the Closing Date Closing; provided, however, that Coil Tubing Technology Holding, Inc., Shareholders shall have no liability pursuant to this Section for which Ownerthe first $10,000 of aggregate claims incurred by Grifco or its affiliates (the "Grifco Basket") and Coil Tubing Technology Holding, Tenant or Manager did not have adequate insurance on Inc., Shareholders shall be responsible only for such amounts of such claims as exceed the date Grifco Basket. The Indemnified Parties may retain counsel satisfactory to them, and the Coil Tubing Technology Holding, Inc., Shareholders shall pay all fees and expenses of Closingsuch counsel for the Indemnified Parties, or (C) subject to the limitations set forth herein, a breach of any representation or warranty made by Seller hereunder or in any certificate delivered by Seller hereunderpromptly as statements therefore are received, and (iib) Purchaser the Coil Tubing Technology Holding, Inc., Shareholders will use its best efforts to assist in the vigorous defense of any such matter; provided, that the Coil Tubing Technology Holding, Inc., Shareholders shall indemnify not be liable for any settlement effected without its written consent, which consent, however, shall not be unreasonably withheld. Any Indemnified Party wishing to claim indemnification under this Section 10.7, upon learning of any such claim, action, suit, proceeding or investigation, shall notify the Coil Tubing Technology Holding, Inc., Shareholders and hold harmless Seller and any partner, member, manager, officer, director, trustee, beneficiary, employee or agent of Seller (collectively, the “Seller Indemnitees”) from and against any and all obligations, claims, losses, damages, liabilities and expenses (including, without limitation, reasonable attorneys’ and accountants’ fees and disbursements) shall deliver to the extent arising out Coil Tubing Technology Holding, Inc., Shareholders an undertaking to repay any amounts advanced when and if a court of (A) eventscompetent jurisdiction shall ultimately determine, contractual obligationsafter exhausting of all avenues of appeal, acts that it was not entitled to indemnity under this Agreement or omissions by law. The Indemnified Parties as a unit may retain only one law firm to represent them with respect to any such matter unless there is, under applicable standards of Purchaser for which Purchaser did receive professional conduct, a credit at Closing in the full amount of such liability that occur in connection with the ownership or operation of the Property on or after the Closing Date, or (B) any damage to property or injury to or death conflict of any person occurring on or about significant issue between the Property or any portion thereof on or at any time or times after the Closing Date, or (C) subject to the limitations set forth herein, a breach positions of any representation two or warranty made by Purchaser hereunder or in any certificate delivered by Purchaser hereundermore Indemnified Parties. The provisions of this This Section 12.1 10.7 shall survive the Closing and is intended to benefit each of the termination Indemnified Parties, each of whom shall be entitled to enforce this AgreementSection 10.7 against the Coil Tubing Technology Holding, Inc., Shareholders for a period of six years.

Agreement to Indemnify. (a) Subject to any express provisions of this Agreement to the contrary (including, without limitation, Section 2.5)contrary, from and after any Closing, with respect to the Closingapplicable Property, (i) the Seller and, if Seller is not MI, MI shall indemnify indemnify, defend and hold harmless the Purchaser and any partner, member, manager, officer, director, trustee, beneficiary, employee or agent of Purchaser (collectively, the “Purchaser Indemnitees”) from and against any and all obligations, claims, losses, damages, liabilities, and expenses (including, without limitation, reasonable attorneys’ ' and accountants’ ' fees and disbursements) to the extent arising out of (Av) events any termination of employment of employees at any Property prior to or contractual obligationsupon the Closing with respect to such Property resulting from the termination of employment of such employees by Seller or its operator and/or the failure of Tenant to hire such employees (including, without limitation, severance pay, wrongful discharge claims, and claims and/or fines under federal, state or local statutes or regulations, including without limitation the Worker Adjustment and Retraining Notification Act), (w) the employment of such individuals prior to the Closing Date, including, without limitation, employment-related claims; COBRA-related claims; disability claims; vacation; sick leave; wages; salaries; payments due (or allocable) to any medical, pension, and health and welfare plans, and any other employee benefit plan established for the employees at the Property; and employee-related tax obligations such as, but not limited to, social security and unemployment taxes accrued as of the Closing Date, (x) events, acts, or omissions of Owner or Tenant the Seller that occurred in connection with the its ownership or operation of the Seller's Property prior to the applicable Closing Date and for which Purchaser did not receive a credit at or obligations accruing prior to the applicable Closing Date under any Contract of Seller (except to the extent of any adjustment made in the full amount respect of such liabilityContract at Closing), (By) any material breach of a representation or warranty made by Seller and, if Seller is not MI, MI under Section 6 (as such representations and warranties may be modified pursuant to said Section 6 and subject to the one-year limitation period set forth therein), or (z) any claim against Purchaser for damage to property of others or injury to or death of any person or any debts or obligations of or against Seller and arising out of any event occurring on or about or in connection with the Seller's Property or any portion thereof thereof, at any time or times prior to the applicable Closing Date for which Owner, Tenant or Manager did not have adequate insurance on the date of Closing, or (C) subject to the limitations set forth herein, a breach of any representation or warranty made by Seller hereunder or in any certificate delivered by Seller hereunderDate, and (ii) the Purchaser and, if Purchaser is not CHLP, CHLP shall indemnify indemnify, defend and hold harmless the Seller and any partner, member, manager, officer, director, trustee, beneficiary, employee or agent of Seller (collectively, the “Seller Indemnitees”) from and against any and all obligations, claims, losses, damages, liabilities and expenses (including, without limitation, reasonable attorneys’ ' and accountants’ ' fees and disbursements) to the extent arising out of (Ax) events, contractual obligationsacts, acts or omissions of the Purchaser for which Purchaser did receive a credit at Closing in the full amount of such liability that occur in connection with the its ownership or operation of the Property on or from and after the applicable Closing DateDate or obligations accruing from and after the applicable Closing Date under any Contract (except to the extent of any adjustment made in respect of such Contract at Closing), (y) any material breach of a representation or warranty made by Purchaser and, if Purchaser is not CHLP, CHLP under Section 7 (and subject to the one year limitation period set forth therein), or (Bz) any claim against Seller for damage to property of others or injury to or death of any person or any claims for any debts or obligations of or against Seller and arising out of any event occurring on or about or in connection with the Property or any portion thereof on or thereof, at any time or times from and after the applicable Closing Date, or (C) subject to the limitations set forth herein, a breach of any representation or warranty made by Purchaser hereunder or in any certificate delivered by Purchaser hereunder. The provisions of this Section 12.1 11.1 shall survive not apply to any liabilities or obligations with respect to hazardous substances, the Closing liabilities of the parties with respect thereto being governed by the representation and the termination warranty of this AgreementSeller set forth in Section 6.17.

Agreement to Indemnify. (a) Subject to any express provisions of this Agreement to the contrary (including, without limitation, Section 2.5)contrary, from and after the Closing, (i) the Seller and MI shall indemnify indemnify, defend and hold harmless the Purchaser and any partner, member, manager, officer, director, trustee, beneficiary, employee or agent of Purchaser (collectively, the “Purchaser Indemnitees”) from and against any and all obligations, claims, losses, damages, liabilities, and expenses (including, without limitation, reasonable attorneys’ ' and accountants’ ' fees and disbursements) to the extent arising out of (Av) events any termination of employment of employees at the Property prior to or contractual obligationsupon the Closing resulting from the termination of employment of such employees by Seller or its operator and/or the failure of Tenant to hire such employees (including, without limitation, severance pay, wrongful discharge claims, and claims and/or fines under federal, state or local statutes or regulations, including without limitation the Worker Adjustment and Retraining Notification Act), (w) the employment of such individuals prior to the Closing Date, including, without limitation, employment-related claims; COBRA-related claims; disability claims; vacation; sick leave; wages; salaries; payments due (or allocable) to any medical, pension, and health and welfare plans, and any other employee benefit plan established for the employees at the Property; and employee-related tax obligations such as, but not limited to, social security and unemployment taxes accrued as of the Closing Date, (x) events, acts, or omissions of Owner or Tenant the Seller that occurred in connection with the its ownership or operation of the Property prior to the Closing Date and for which Purchaser did not receive a credit at or obligations accruing prior to the Closing Date under any Contract of Seller (except to the extent of any adjustment made in the full amount respect of such liabilityContract at Closing), (By) any material breach of a representation or warranty made by Seller and MI under Section 6 (as such representations and warranties may be modified pursuant to said Section 6 and subject to the one-year limitation period set forth therein), or (z) any claim against Purchaser for damage to property of others or injury to or death of any person or any debts or obligations of or against Seller and arising out of any event occurring on or about or in connection with the Property or any portion thereof thereof, at any time or times prior to the Closing Date for which Owner, Tenant or Manager did not have adequate insurance on the date of Closing, or (C) subject to the limitations set forth herein, a breach of any representation or warranty made by Seller hereunder or in any certificate delivered by Seller hereunderDate, and (ii) the Purchaser and, if Purchaser is not CHCLP, CHCLP shall indemnify indemnify, defend and hold harmless the Seller and any partner, member, manager, officer, director, trustee, beneficiary, employee or agent of Seller (collectively, the “Seller Indemnitees”) from and against any and all obligations, claims, losses, damages, liabilities and expenses (including, without limitation, reasonable attorneys’ ' and accountants’ ' fees and disbursements) to the extent arising out of (Ax) events, contractual obligationsacts, acts or omissions of the Purchaser for which Purchaser did receive a credit at Closing in the full amount of such liability that occur in connection with the its ownership or operation of the Property on or from and after the Closing DateDate or obligations accruing from and after the Closing Date under any Contract (except to the extent of any adjustment made in respect of such Contract at Closing), (y) any material breach of a representation or warranty made by Purchaser and, if Purchaser is not CHCLP, CHCLP under Section 7 (and subject to the one year limitation period set forth therein), or (Bz) any claim against Seller for damage to property of others or injury to or death of any person or any claims for any debts or obligations of or against Seller and arising out of any event occurring on or about or in connection with the Property or any portion thereof on or thereof, at any time or times from and after the Closing Date, or (C) subject to the limitations set forth herein, a breach of any representation or warranty made by Purchaser hereunder or in any certificate delivered by Purchaser hereunder. The provisions of this Section 12.1 11.1 shall survive not apply to any liabilities or obligations with respect to hazardous substances, the Closing liabilities of the parties with respect thereto being governed by the representation and the termination warranty of this AgreementSeller set forth in Section 6.13.

Agreement to Indemnify. Subject to Notwithstanding any express provisions of this ---------------------- Agreement to the contrary (including, without limitation, Section 2.5), from and after the Closingcontrary, (i) Seller shall hold harmless, indemnify and hold harmless Purchaser defend Purchaser, its affiliates, successors and any partnerassigns, member, manager, officer, director, trustee, beneficiary, employee or agent of Purchaser (collectively, the “Purchaser Indemnitees”) from and against any and all obligations, claims, losses, damages, liabilities, and expenses (including, without limitation, reasonable attorneys’ and accountants’ fees and disbursements) to the extent arising out of (A) events or contractual obligations, acts, or omissions of Owner or Tenant that occurred in connection with the ownership or operation of the Property prior to the Closing Date and for which Purchaser did not receive a credit at Closing in the full amount of such liability, (B) any damage to property or injury to or death of any person occurring on or about or in connection with the Property or any portion thereof at any time or times prior to the Closing Date for which Owner, Tenant or Manager did not have adequate insurance on the date of Closing, or (C) subject to the limitations set forth herein, a breach of any representation or warranty made by Seller hereunder or in any certificate delivered by Seller hereunder, and (ii) Purchaser shall indemnify and hold harmless Seller and any partner, member, manager, officer, director, trustee, beneficiary, employee or agent of Seller (collectively, the “Seller Indemnitees”) from and against any and all obligations, claims, losses, damages, liabilities and expenses (including, without limitation, reasonable attorneys’ and accountants’ ' fees and disbursementsother legal expenses and other charges, but specifically excluding any claims, losses, damages, liabilities and expenses related or connected to, in any way, the payment obligations pursuant to Section 5.03 of the Management Agreement) to the extent arising out of (A) events, contractual obligations, acts or omissions of Purchaser for which Purchaser did receive a credit at Closing in the full amount of such liability that occur in connection connected with the ownership or operation of the Property on Inns and relating to the period during which Seller (or after its affiliates) owns the Closing DateInns, including, without limitation, actions or (B) any claims relating to damage to property or injury to or death of any person during such period of ownership of the Inns by Seller (or its affiliates), any claims for any debts or obligations occurring on or about or in connection with the Inns or any portion thereof or with respect to the Inns' operations at any time during such period, or any claims for any damages relating to defaults under any Contracts, Equipment Leases or Space Leases occurring during such period (whether or not such Contracts, Equipment Leases or Space Leases relating to the Inns are reflected on an Exhibit to this Agreement);, and (ii) Purchaser shall hold harmless, indemnify and defend Seller, its affiliates, successors and assigns, against any and all obligations, claims, losses, damages, liabilities and expenses (including, without limitation, reasonable attorneys' fees and other charges) connected with the ownership or operation of the Inns and relating to the period during which Purchaser (or its affiliates) owns the Inns from and after the Closing Date, including, without limitation, actions or claims relating to damage to property or injury to or death of any person during such period of ownership of the Inns by Purchaser (or its affiliates), any claims for any debts or obligations occurring on or about the Property Inns or any portion thereof on or with respect to the Inns' operations at any time or times after the Closing Dateduring such period, or any claims for any damages relating to defaults under any Contracts, Equipment Leases or Space Leases occurring during such period (C) subject whether or not such Contracts, Equipment Leases or Space Leases relating to the limitations set forth herein, a breach of any representation or warranty made by Purchaser hereunder or in any certificate delivered by Purchaser hereunderInns are reflected on an Exhibit to this Agreement). The provisions of this Section 12.1 foregoing indemnities shall survive the Closing and the termination of this AgreementClosing.

Agreement to Indemnify. Subject to any express provisions the terms and conditions of this Agreement Section, Horler and the Company each hereby agree, jointly and severally, to the contrary (includingindemnify, without limitation, Section 2.5), from and after the Closing, (i) Seller shall indemnify defend and hold the FB Shareholders harmless Purchaser and any partner, member, manager, officer, director, trustee, beneficiary, employee or agent of Purchaser (collectively, the “Purchaser Indemnitees”) from and against any and all obligationsdemands, claims, actions or causes of action, assessments, losses, damages, liabilities, costs and expenses (includingexpenses, including without limitation, interest, penalties, court costs and reasonable attorneys’ ' fees (including paralegal and accountants’ law clerk fees and disbursementsother legal expenses and costs) to and expenses, asserted against, relating to, imposed upon or incurred by the extent arising out FB Shareholders by reason of or resulting from a breach of (A) events or contractual obligations, acts, or omissions of Owner or Tenant that occurred in connection with the ownership or operation of the Property prior to the Closing Date and for which Purchaser did not receive a credit at Closing in the full amount of such liability, (Bi) any damage to property agreement set forth in this Agreement by the Company or injury to or death of any person occurring on or about or in connection with the Property or any portion thereof at any time or times prior to the Closing Date for which Owner, Tenant or Manager did not have adequate insurance on the date of ClosingCompany Representatives, or (Cii) subject to the limitations set forth herein, a breach of any representation or warranty given by the Company or Horler contained in or made by Seller hereunder pursuant to this Agreement, or (iii) any liability of the Company Group existing, accruing or arising on or before the Closing Date; provided that, in any certificate delivered by Seller hereunder, and the case of clause (ii), notice of such breach of representation or warranty is given to the Company or Horler within two years of the Closing Date, except with respect to the representations and warranties contained in Sections 4(a) Purchaser through 4(d), 4(k) and 4(l), which shall indemnify survive without limitation. Subject to the terms and conditions of this Section, each of Far Beyond and the FB Shareholders hereby agrees, severally and not jointly, to indemnify, defend and hold the Company harmless Seller and any partner, member, manager, officer, director, trustee, beneficiary, employee or agent of Seller (collectively, the “Seller Indemnitees”) from and against any and all obligationsdemands, claims, actions or causes of action, assessments, losses, damages, liabilities liabilities, costs and expenses (includingexpenses, including without limitation, interest, penalties, court costs and reasonable attorneys’ ' fees (including paralegal and accountants’ law clerk fees and disbursementsother legal expenses and costs) to and expenses, asserted against, relating to, imposed upon or incurred by the extent arising out Company by reason of or resulting from a breach of (Ai) eventsany agreement set forth in this Agreement by Far Beyond or such FB Shareholder, contractual obligationsor (ii) any representation or warranty given by Far Beyond or such FB Shareholder contained in or made pursuant to this Agreement, acts or omissions of Purchaser for which Purchaser did receive a credit at Closing in the full amount provided that notice of such liability that occur in connection with breach of representation or warranty is given to Far Beyond or the ownership or operation FB Shareholder within two years of the Property on or after the Closing Date, or (B) any damage to property or injury to or death of any person occurring on or about the Property or any portion thereof on or at any time or times after the Closing Date, or (C) subject except with respect to the limitations set forth hereinrepresentations and warranties contained in Sections 2(a) - 2(b), a breach of any representation or warranty made by Purchaser hereunder or in any certificate delivered by Purchaser hereunder. The provisions of this Section 12.1 3(a) and 3(b), which shall survive without limitation. All of the Closing foregoing are hereinafter collectively referred to as "CLAIMS" and the termination of this Agreementsingularly as a "CLAIM."

Agreement to Indemnify. Subject to any express provisions the terms and conditions of this Agreement Section, the Company hereby agrees to the contrary (includingindemnify, without limitation, Section 2.5), from and after the Closing, (i) Seller shall indemnify defend and hold TGC and the Shareholders harmless Purchaser and any partner, member, manager, officer, director, trustee, beneficiary, employee or agent of Purchaser (collectively, the “Purchaser Indemnitees”) from and against any and all obligationsdemands, claims, actions or causes of action, assessments, losses, damages, liabilities, costs and expenses (includingexpenses, including without limitation, interest, penalties, court costs and reasonable attorneys’ attorneys fees (including paralegal and accountants’ law clerk fees and disbursementsother legal expenses and costs) to and expenses, asserted against, relating to, imposed upon or incurred by TGC or the extent arising out Shareholders by reason of (A) events or contractual obligations, acts, or omissions of Owner or Tenant that occurred in connection with the ownership or operation of the Property prior to the Closing Date and for which Purchaser did not receive a credit at Closing in the full amount of such liability, (B) any damage to property or injury to or death of any person occurring on or about or in connection with the Property or any portion thereof at any time or times prior to the Closing Date for which Owner, Tenant or Manager did not have adequate insurance on the date of Closing, or (C) subject to the limitations set forth herein, resulting from a breach of (i) any representation or warranty given by the Company contained in or made by Seller hereunder pursuant to this Agreement, or in any certificate delivered by Seller hereunder, and (ii) Purchaser shall indemnify any provision set forth in this Agreement by the Company. Subject to the terms and conditions of this Section, TGC hereby agrees to indemnify, defend and hold the Company harmless Seller and any partner, member, manager, officer, director, trustee, beneficiary, employee or agent of Seller (collectively, the “Seller Indemnitees”) from and against any and all obligationsdemands, claims, actions or causes of action, assessments, losses, damages, liabilities liabilities, costs and expenses (includingexpenses, including without limitation, interest, penalties, court costs and reasonable attorneys’ fees (including paralegal and accountants’ law clerk fees and disbursementsother legal expenses and costs) to and expenses, asserted against, relating to, imposed upon or incurred by the extent arising out Company by reason of (A) events, contractual obligations, acts or omissions of Purchaser for which Purchaser did receive a credit at Closing in the full amount of such liability that occur in connection with the ownership or operation of the Property on or after the Closing Date, or (B) any damage to property or injury to or death of any person occurring on or about the Property or any portion thereof on or at any time or times after the Closing Date, or (C) subject to the limitations set forth herein, resulting from a breach of (i) any representation or warranty given by TGC contained in or made pursuant to this Agreement, or (ii) any provision set forth in this Agreement by Purchaser hereunder the Shareholders or in any certificate delivered by Purchaser hereunderTGC. The provisions Subject to the terms and conditions of this Section 12.1 shall survive Section, Xxxxx hereby agrees to indemnify, defend and hold the Closing Company, TGC and the termination Shareholders harmless from and against all demands, claims, actions or causes of action, assessments, losses, damages, liabilities, costs and expenses, including without limitation, interest, penalties, court costs and reasonable attorneys fees (including paralegal and law clerk fees and other legal expenses and costs) and expenses, asserted against, relating to, imposed upon or incurred by the Company, TGC or the Shareholders by reason of or resulting from a breach of (i) any representation or warranty given by Xxxxx contained in or made pursuant to this Agreement, or (ii) any provision set forth in this Agreement by Xxxxx. All of the foregoing are hereinafter collectively referred to as “Claims” and singularly as a “Claim.”

Agreement to Indemnify. Subject to any express provisions of this Agreement to the contrary (including, without limitation, Section 2.5), from and after the Closing, (i) The Seller shall hold harmless, indemnify and hold harmless Purchaser ---------------------- defend the Purchaser, its affiliates, successors and any partnerassigns, member, manager, officer, director, trustee, beneficiary, employee or agent of Purchaser (collectively, the “Purchaser Indemnitees”) from and against any and all obligations, claims, losses, damages, liabilities, and expenses (including, without limitation, reasonable attorneys’ and accountants’ fees and disbursements) to the extent arising out of (A) events or contractual obligations, acts, or omissions of Owner or Tenant that occurred in connection with the ownership or operation of the Property prior to the Closing Date and for which Purchaser did not receive a credit at Closing in the full amount of such liability, (B) any damage to property or injury to or death of any person occurring on or about or in connection with the Property or any portion thereof at any time or times prior to the Closing Date for which Owner, Tenant or Manager did not have adequate insurance on the date of Closing, or (C) subject to the limitations set forth herein, a breach of any representation or warranty made by Seller hereunder or in any certificate delivered by Seller hereunder, and (ii) Purchaser shall indemnify and hold harmless Seller and any partner, member, manager, officer, director, trustee, beneficiary, employee or agent of Seller (collectively, the “Seller Indemnitees”) from and against any and all obligations, claims, losses, damages, liabilities and expenses (including, without limitation, reasonable attorneys’ and accountants’ ' fees and disbursementsother legal expenses and other charges, but specifically excluding any claims, losses, damages, liabilities and expenses related or connected to, in any way, the payment of obligations pursuant to Section 5.03 of the Management Agreement) (i) arising out of the breach by the Company of its representations and warranties under the Original Agreement or (ii) brought by Crestline and any of its affiliates, and any pre-Closing managers and officers of the Company, against the Company to the extent arising out of (A) events, contractual obligations, acts or omissions of Purchaser for which Purchaser did receive a credit at Closing relating to the period prior to the Closing. The Seller hereby assumes the indemnity agreements made by the Company in the full amount of such liability that occur in connection with the ownership or operation Section 11.3 of the Property on or after Original Agreement (which is unaffected by this Agreement) and the Closing Date, or (B) any damage to property or injury to or death of any person occurring on or about Purchaser agrees that the Property or any portion thereof on or at any time or times after the Closing Date, or (C) subject to the limitations set forth herein, a breach of any representation or warranty indemnification agreements made by Purchaser hereunder or it for the benefit of the Company in any certificate delivered by Purchaser hereunderthat Section 11.3 shall instead be for the benefit of the Seller. The Seller's indemnity obligations hereunder shall be primary obligations of the Seller, and the Purchaser may proceed immediately against the Seller without being required to bring any proceeding or take any action against the Company. In addition, and notwithstanding any provisions of this Agreement to the contrary, (i) the Seller shall hold harmless, indemnify and defend the Purchaser, its affiliates, successors and assigns, against any and all obligations, claims, losses, damages, liabilities, debts, obligations and expenses (including, without limitation, reasonable attorneys' fees and other legal expenses and other charges, but specifically excluding any claims, losses, damages, liabilities and expenses related or connected to, in any way, to the payment obligations pursuant to Section 12.1 5.03 of the Management Agreement) connected with the Interests and relating to the period during which the Seller (or its affiliates) owned the Interests; and (ii) the Purchaser shall hold harmless, indemnify and defend the Seller, its affiliates, successors and assigns, against any and all obligations, claims, losses, damages, liabilities, debts obligations and expenses (including, without limitation, reasonable attorneys' fees and other charges) connected with the Interests and relating to the period during which the Purchaser (or its affiliates) owns the Interests. The foregoing indemnities shall survive the Closing and the termination of this AgreementClosing.

Agreement to Indemnify. (a)(i) Subject to any express provisions the terms and conditions of this Agreement Section 5.2, Seller hereby agrees to the contrary (includingindemnify, without limitation, Section 2.5), from and after the Closing, (i) Seller shall indemnify defend and hold harmless Purchaser Buyer and any partnerthe Company and their respective officers, memberdirectors, managershareholders, officerheirs, director, trustee, beneficiary, employee or agent of Purchaser successor and assigns (collectively, the collectively “Purchaser Buyer Indemnitees”) harmless from and against any and all obligationsdemands, claims, actions or causes of action, assessments, losses, damages, liabilities, costs and expenses (expenses, including, without limitation, interest, penalties and reasonable attorneys’ and accountants’ fees and disbursementsexpenses, (collectively, “Claims or Losses”) asserted against, resulting to, imposed upon or incurred by Buyer or the Company by reason of or resulting from a breach of any representation, warranty or covenant of Seller contained in or made pursuant to this Agreement. Seller further agrees to indemnify the extent arising out of Buyer for taxes, interest and penalties (Awhether or not accrued) events incurred by or contractual obligations, actsassessed against the Company, or omissions of Owner or Tenant that occurred in connection with for which the ownership or operation Company may be subject, for operations of the Property Company or the Seller or any affiliate of Seller or any member of the Seller’s consolidated group on or prior to the Closing Effective Date and for which Purchaser did is not receive a credit at Closing included in the full amount computation of such liabilityClosing Working Capital. The preceding sentence includes, without limitation any taxes, interest or penalties resulting from (Bi) any damage to property or injury to or death liability of any person occurring on or about or in connection with the Property or any portion thereof at any time or times prior to the Closing Date for which Owner, Tenant or Manager did not have adequate insurance on the date Seller otherwise imposed as a result of Closing, or (C) subject to the limitations set forth herein, a breach of any representation or warranty made by Seller hereunder or in any certificate delivered by Seller hereunder, consolidated return regulations and (ii) Purchaser shall the deemed asset sale or the deemed liquidation of the Company which occurs as a result of the Section 338(h)(10) election contemplated by this Agreement. Seller further agrees to indemnify and hold harmless Seller and any partner, member, manager, officer, director, trustee, beneficiary, employee or agent of Seller (collectively, the “Seller Indemnitees”) from and Buyer Indemnitees against any and all obligations, claims, losses, damages, liabilities Claims or Losses assessed against Buyer or the Company or to which Buyer or the Company may be subject for Unknown Liabilities. Claims or Losses resulting from Unknown Liabilities shall be referred to as “Unknown Claims and expenses (including, without limitation, reasonable attorneys’ and accountants’ fees and disbursements) to the extent arising out of (A) events, contractual obligations, acts or omissions of Purchaser for which Purchaser did receive a credit at Closing in the full amount of such liability that occur in connection with the ownership or operation of the Property on or after the Closing Date, or (B) any damage to property or injury to or death of any person occurring on or about the Property or any portion thereof on or at any time or times after the Closing Date, or (C) subject to the limitations set forth herein, a breach of any representation or warranty made by Purchaser hereunder or in any certificate delivered by Purchaser hereunder. The provisions of this Section 12.1 shall survive the Closing and the termination of this AgreementLosses.”

Agreement to Indemnify. Subject to any express provisions of this Agreement to the contrary (includinga) Buyer, without limitationBowne Entity and their respective Affiliates, Section 2.5)officers, from directors, sxxxxxolders, partners and after the Closing, (i) Seller shall indemnify and hold harmless Purchaser and any partner, member, manager, officer, director, trustee, beneficiary, employee or agent of Purchaser employees (collectively, the “Purchaser "Buyer Indemnitees”") from shall each be indemnified and against held harmless to the extent set forth in this Article X by Seller in respect, and Seller shall pay the full amount, of any and all obligationsDamages incurred by any Buyer Indemnitee (i) as a result of any misrepresentation in or breach of or failure to perform any representation, claimswarranty, lossescovenant, damages, liabilities, and expenses agreement made by the Seller in this Agreement or in any document delivered in connection herewith; (including, without limitation, reasonable attorneys’ and accountants’ fees and disbursementsii) to the extent arising out of (A) events or contractual obligations, acts, or omissions of Owner or Tenant that occurred in connection with the ownership assertion of any Excluded Liability of any kind whatsoever, whether or operation not described in this Agreement or any Exhibit or Schedule hereto; (iii) as a result of the Property failure by Seller to comply with any applicable bulk sales law; (iv) as a result of any violations or infringements of any material Applicable Law, or any order, writ, injunction or decree of any Governmental Authority, but only to the extent that such violations or infringements occurred prior to the Closing Date and Date, whether or not known or asserted before such date; (v) as a result of Taxes of Seller applicable to the Division or the Transferred Assets for which Purchaser did not receive a credit at Closing in the full amount of such liability, (B) any damage to property period or injury to or death of any person occurring portion thereof ending on or about or in connection with the Property or any portion thereof at any time or times prior to the Closing Date for Date; or (vi) the sum of (x) the amount by which Owner, Tenant or Manager did not have adequate insurance $190,000 (which Seller represents and warrants is the amount of the Accounts Receivable transferred to Buyer (as part of the Transferred Assets) which are related to the items of Deferred Income reflected on the date of Closing, or (C) subject to the limitations set forth herein, a breach of any representation or warranty made by Seller hereunder or in any certificate delivered by Seller hereunder, and (ii) Purchaser shall indemnify and hold harmless Seller and any partner, member, manager, officer, director, trustee, beneficiary, employee or agent of Seller (collectively, the “Seller Indemnitees”) from and against any and all obligations, claims, losses, damages, liabilities and expenses (including, without limitation, reasonable attorneys’ and accountants’ fees and disbursements) to the extent arising out of (A) events, contractual obligations, acts or omissions of Purchaser for which Purchaser did receive a credit at Closing in the full amount of such liability that occur in connection with the ownership or operation books of the Property Division on or after November 26, 1997, which items Seller represents and warrants do not exceed the $639,333 of Deferred Income items reflected on the Division's September 30, 1997 balance sheet) exceeds the amounts actually collected by Buyer within 90 days of the Closing DateDate with respect to such Accounts Receivable, or plus (By) any damage the actual amount in excess of $108,000 that it costs Buyer to property or injury satisfy all of its obligations to or death of any person occurring on or about the Property or any portion thereof on or at any time or times after the Closing Datecustomers with respect to such Deferred Income items; PROVIDED, or HOWEVER, that Seller shall have no obligation under clause (Ci) subject to the limitations set forth herein, a breach of any representation or warranty made by Purchaser hereunder or in any certificate delivered by Purchaser hereunder. The provisions of this Section 12.1 10.01(a) unless and until the aggregate amount of Damages so incurred exceeds fifty thousand dollars ($50,000), whereupon Seller shall survive be liable to indemnify all amounts over fifty thousand dollars ($50,000); PROVIDED, FURTHER, that the Closing immediately preceding PROVISO shall not be applicable with respect to any amounts that may be payable to Buyer by Seller in respect of any breach described in clauses (i), (ii), (iii) or (iv) of Section 10.02(b). The Liability of Seller for the indemnity obligations under this Article X shall not exceed in the aggregate $6,500,000; PROVIDED, HOWEVER, that there shall be no dollar limit to Seller's indemnity obligations with respect to any of the matters covered by Sections 3.01, 3.02, 3.09(a), 3.19 and the termination of this Agreement3.21 or with respect to any claim based upon fraud or willful or criminal misconduct.

Agreement to Indemnify. Subject to any express provisions of this Agreement to the contrary (including, without limitation, Section 2.5), from and after the Closingcontrary, (ia) Seller shall hold harmless, indemnify and hold harmless defend Purchaser and any partner, member, manager, officer, director, trustee, beneficiary, employee or agent of Purchaser (collectively, the “Purchaser Indemnitees”) from and against any and all obligations, claims, losses, damages, liabilities, liabilities and expenses (including, without limitation, including reasonable attorneys’ and accountants’ fees and disbursementsother charges) to the extent arising out of (Ai) events the material inaccuracy of any representation or warranty of Seller herein, (ii) the failure of Seller to perform any of its obligations hereunder, (iii) events, contractual obligations, acts, acts or omissions of Owner or Tenant Seller that occurred in connection with the ownership or operation of the Property prior to the Closing Date and for which Purchaser did not receive a credit at Closing in the full amount of such liabilityClosing, or (Biv) any damage to property or injury to or death of any person or any claims for any debts or obligations occurring on or about or in connection with the Property or any portion thereof or with respect to the Property’s operations at any time or times prior to the Closing Date for which Owner, Tenant or Manager did not have adequate insurance on the date of Closing, or (C) subject to the limitations set forth herein, a breach of any representation or warranty made by Seller hereunder or in any certificate delivered by Seller hereunder, and (iib) Purchaser shall hold harmless, indemnify and hold harmless defend Seller and any partner, member, manager, officer, director, trustee, beneficiary, employee or agent of Seller (collectively, the “Seller Indemnitees”) from and against any and all obligations, claims, losses, damages, liabilities and expenses (including, without limitation, reasonable attorneys’ and accountants’ fees and disbursementsother charges) to the extent arising out of (Ai) the material inaccuracy of any representation of warranty of Purchaser herein, (ii) the failure of Purchaser to perform any of its obligations herein, (iii) events, contractual obligations, obligations acts or omissions of Purchaser for which Purchaser did receive a credit at Closing in the full amount of such liability or its agents that occur in connection with the ownership or operation of the Property on or after the Closing DateClosing, or (Biv) any damage to property or injury to or death of any person or any claims for any debts or obligations occurring on or about the Property or any portion thereof on or with respect to the property’s operations at any time or times after the Closing DateClosing, and (v) the failure to perform any obligations of Purchaser under this Agreement which have been assumed by Purchaser’s property manager, lessee or (C) subject other designee pursuant to the limitations set forth herein, a breach of any representation or warranty made by Purchaser hereunder or in any certificate delivered by Purchaser hereunder. The provisions of this Section 12.1 shall survive the Closing and the termination of this Agreement.. ARTICLE XII [Intentionally Omitted]

Agreement to Indemnify. (a) Subject to any express provisions of the terms and conditions set forth in this Agreement to the contrary (including, without limitation, Article VII and Section 2.54.09(b)(i), from and after the ClosingClosing Date, (i) the Seller shall hereby covenants and agrees to indemnify and hold harmless Purchaser the Buyer and any partnerits stockholders, memberdirectors, managerofficers, officeremployees, director, trustee, beneficiary, employee or agent of Purchaser affiliates and representatives and their respective successors and assigns (collectively, the “Purchaser Indemnitees”"Indemnified Buyers") from and against any and all obligationslosses, claims, losses, damages, liabilities, obligations, fines, penalties, damages and expenses (includingexpenses, without limitation, including reasonable attorneys’ and accountants’ ' fees and disbursementsdisbursements and consultants' fees and expenses, and any and all actions, suits, proceedings, demands, assessments, Judgments, costs, costs of collection and legal and other expenses incident to any of the foregoing (collectively, "Losses") to the extent incurred by any of them resulting from or arising out of or in connection with: (Ai) events any breach of any of the representations or contractual obligationswarranties (other than those representations and warranties set forth in Section 3.16 of this Agreement) made by the Seller in this Agreement or any other Transaction Document; (ii) any breach of any of the representations or warranties made by the Seller in Section 3.16 of this Agreement; (iii) the failure of the Seller to perform in any material respect any of the agreements or covenants contained in this Agreement or any other Transaction Document; (iv) any liabilities in respect of Consolidated Debt, actsincluding but not limited to the Revolver Loan; (v) any broker's, finder's, financial advisor's or omissions of Owner or Tenant that occurred other similar fees and commissions payable in connection with the ownership transactions contemplated by this Agreement based upon arrangements made by or operation on behalf of the Property prior to the Closing Date and for which Purchaser did not receive a credit at Closing in the full amount of such liability, (B) any damage to property or injury to or death of any person occurring on or about or in connection with the Property Seller or any portion thereof at Seller Subsidiary or any time or times prior to the Closing Date for which Owner, Tenant or Manager did not have adequate insurance on the date of Closing, or their respective Affiliates; (Cvi) subject to the limitations set forth herein, a breach of any representation or warranty made by Seller hereunder or in any certificate delivered by Seller hereunder, and (ii) Purchaser shall indemnify and hold harmless Seller and any partner, member, manager, officer, director, trustee, beneficiary, employee or agent of Seller (collectively, the “Seller Indemnitees”) from and against any and all obligations, claims, losses, damages, liabilities and expenses (including, without limitation, reasonable attorneys’ and accountants’ fees and disbursements) to the extent arising out of (A) eventsthe offsite transportation, contractual obligationstreatment, acts storage or omissions disposal of Purchaser for which Purchaser did receive a credit at Closing in any Hazardous Material generated by the full amount of such liability that occur in connection with the ownership Seller or operation of the Property any Seller Subsidiary on or after the Closing Dateprior to Closing, or (B) any damage to property or injury liabilities arising under any Environmental Laws relating to or death of any person resulting from conditions existing or activities or omissions occurring on or about prior to Closing; (vii) the Property Remaining Claims; (viii) the Seller's failure to timely file with the IRS true and correct annual reports (IRS Form 5500) with respect to any Benefit Plan, and its failure to administer the applicable Benefit Plans in accordance with the provisions of COBRA; (ix) any liabilities in respect of Securities Reports; (x) any Losses with respect to any claims made by or concerning Antonio Care relating to the Raleigh Athletic Equipment Corp. Pension Plan, including, without limitation, as a result of: (A) the failure to administer such plan in material compliance with all applicable laws, (B) any portion thereof liabilities in excess of those reported on or at any time or times after the Closing Datemost recent actuarial and financial statements of such plan, or and (C) subject any liabilities to the limitations set forth herein, a breach fund or pay benefits that have accrued as of any representation or warranty made by Purchaser hereunder or in any certificate delivered by Purchaser hereunder. The provisions of this Section 12.1 shall survive the Closing Date in excess of those that would be payable under the terms of the 1989 restated plan; and (xi) any other matter as to which the termination Seller, pursuant to any other provision of this Agreement, has agreed to indemnify the Buyer.

Agreement to Indemnify. (a) Subject to any express provisions of this Agreement to the contrary (includinglimitations provided herein, without limitation, Section 2.5), from Sellers shall jointly and after the Closing, (i) Seller shall severally indemnify and hold harmless Purchaser the Buyer and any partner, member, manager, officer, director, trustee, beneficiary, employee or agent of Purchaser its Affiliates (collectively, the “Purchaser Indemnitees”) from and against any and all obligations, claims, losses, damages, liabilities, and expenses (including, without limitation, reasonable attorneys’ and accountants’ fees and disbursements"BUYER INDEMNITEES") to the extent arising out set forth in this Article IX in respect of any Losses reasonably and proximately incurred by Buyer Indemnitees as a result of (A) events or contractual obligations, acts, or omissions of Owner or Tenant that occurred in connection with the ownership or operation of the Property prior to the Closing Date and for which Purchaser did not receive a credit at Closing in the full amount of such liability, (Bi) any damage to property inaccuracy or injury to or death of any person occurring on or about or misrepresentation in connection with the Property or any portion thereof at any time or times prior to the Closing Date for which Owner, Tenant or Manager did not have adequate insurance on the date of Closing, or (C) subject to the limitations set forth herein, a breach of any representation or warranty of MTC or Sellers made by Seller hereunder herein or any breach of or failure to perform any covenant, agreement or obligation of MTC or Sellers in this Agreement or any agreement, document or certificate delivered by Seller hereunder; provided, and however, that Sellers shall have no liability on account of this Section 9.1(a)(i) with respect to any claim relating to any events, facts or circumstances of which the Buyer had Knowledge on or before the Closing Date (except in the case of any claim relating to any Taxes in which case Sellers shall have liability on account of this Section 9.1(a)(i) whether or not Buyer has Knowledge of any events, facts or circumstances with respect to such claim); (ii) Purchaser shall indemnify and hold harmless Seller and any partnerfederal or state income Taxes incurred by MTC or its Subsidiaries caused by or resulting from the sale of the Shares, member, manager, officer, director, trustee, beneficiary, employee or agent of Seller (collectively, the “Seller Indemnitees”) from and against any and all obligations, claims, losses, damages, liabilities and expenses (including, without limitation, reasonable attorneys’ and accountants’ fees and disbursements) except to the extent arising out such Taxes are accrued as a liability for purposes of (A) events, contractual obligations, acts calculating either the Closing Working Capital Value or omissions of Purchaser for which Purchaser did receive a credit at Closing in the full amount of such liability that occur in connection with the ownership or operation Net Income Tax Liabilities as of the Property Closing Date; (iii) any Taxes imposed on or after relating to MTC or any of its Subsidiaries for any Pre-Closing Period, except to the extent such Taxes are accrued as a liability for purposes of calculating either the Closing Working Capital Value or Net Income Tax Liabilities as of the Closing Date, or and (Biv) any damage Liabilities of MTC unrelated to property or injury to or death its ownership of any person occurring on or about the Property or any portion thereof on or at any time or times after the Closing Date, or (C) subject to the limitations set forth herein, a breach of any representation or warranty made by Purchaser hereunder or in any certificate delivered by Purchaser hereunder. The provisions of this Section 12.1 shall survive the Closing and the termination of this AgreementOxy-Dry.

Agreement to Indemnify. Subject to (a) Neither the Agent nor the Purchaser assumes any express provisions of this Agreement obligation or liability to the contrary lessee under any Lease and no assignment of any Purchased Assets shall impose any such obligation or liability on either the Agent or the Purchaser. The Seller shall have the obligation, at its expense, to provide and to have sole control of the defense of any claim brought by a third party against any of the Agent, the Purchaser, the Collection Agent, their respective successors and assigns, their respective officers, directors and employees of any of the foregoing (includingindividually, without limitationan "Indemnitee"); provided, Section 2.5that if there is a conflict of interest between the Seller and such Indemnitee with respect to such claim, such Indemnitee may conduct its own defense and in such case, the Seller shall pay the reasonable out-of-pocket expenses and attorneys' fees of counsel of the Indemnitee (such obligation of the Seller being limited to only one other counsel of the Indemnitee(s), from and after the Closing, ) which (i) are related to or arise from the Purchased Assets and the related Equipment and (ii) arise or result from any act or omission by Seller shall indemnify resulting in: any violation of law, any alleged injury to persons or property, strict liability in tort, any violation or invasion of any patent, trade secret or copyright rights; any governmental fees, charges, taxes (including any sales tax) or penalties levied or imposed in respect to any Purchased Asset or any related Equipment (except as a result of the failure of the Collection Agent (if other than the Seller) to promptly remit to the Seller amounts remitted by Obligors of Purchased Lease Receivables to the Collection Agent (if other than the Seller) with respect to taxes in accordance with paragraph 8(b)), excluding, however, any claim arising out of the gross negligence, bad faith, or willful misconduct of any Indemnitee or of the Collection Agent (if other than the Seller), and hold harmless Purchaser and Seller will pay any partner, member, manager, officer, director, trustee, beneficiary, employee or agent of Purchaser (collectively, the “Purchaser Indemnitees”) from and against any and all obligations, claims, losses, damages, liabilitiespenalties or forfeitures payable to a third party by such Indemnitee as a result of such claim or settlement thereof, and expenses (includingexcluding, without limitationhowever, reasonable attorneys’ and accountants’ fees and disbursements) to the extent any claim arising out of (A) events or contractual obligationsthe gross negligence, actsbad faith, or omissions willful misconduct of Owner any Indemnitee or Tenant that occurred in connection with the ownership or operation of the Property prior to Collection Agent (if other than the Closing Date Seller). The Agent and for which Purchaser did not receive a credit at Closing in the full amount of such liability, (B) any damage to property or injury to or death Seller will each give the other notice of any person occurring on event or about or in connection with condition that requires indemnification by the Property or any portion thereof at any time or times prior to the Closing Date for which Owner, Tenant or Manager did not have adequate insurance on the date of Closing, or (C) subject to the limitations set forth herein, a breach of any representation or warranty made by Seller hereunder or in any certificate delivered by Seller hereunder, or any allegation that such event or condition exists, promptly upon obtaining knowledge thereof. Each Indemnitee agrees to fully cooperate with the Seller in the defense of such Indemnitee with respect to such event, condition or allegation at no expense to the Seller so long as such Indemnitee does not incur out-of-pocket expenses as a result of such cooperation. The Seller agrees to keep the applicable Indemnitee reasonably apprised of the progress of any defense provided by the Seller under this paragraph 8(a) and the Seller agrees to pay all amounts due hereunder promptly on notice thereof from an Indemnitee (iiwhich notice shall state the basis for the claim being asserted under this paragraph 8(a)) Purchaser and in no event later than five (5) Business Days after such notice. Notwithstanding anything to the contrary contained in this paragraph 8(a), the Seller shall not be responsible to indemnify any Indemnitee for costs and hold harmless expenses incurred by such Indemnitee in any legal action directly between the Seller and any partner, member, manager, officer, director, trustee, beneficiary, employee or agent of such Indemnitee if the Seller (collectively, the “Seller Indemnitees”) from and against any and all obligations, claims, losses, damages, liabilities and expenses (including, without limitation, reasonable attorneys’ and accountants’ fees and disbursements) to the extent arising out of (A) events, contractual obligations, acts or omissions of Purchaser for which Purchaser did receive a credit at Closing prevails in the full amount of such liability that occur in connection with the ownership or operation of the Property on or after the Closing Date, or (B) any damage to property or injury to or death of any person occurring on or about the Property or any portion thereof on or at any time or times after the Closing Date, or (C) subject to the limitations set forth herein, a breach of any representation or warranty made by Purchaser hereunder or in any certificate delivered by Purchaser hereunder. The provisions of this Section 12.1 shall survive the Closing and the termination of this Agreementaction.

Agreement to Indemnify. Subject to any express provisions of this Agreement to the contrary Each Effective Time Holder shall severally (including, without limitation, Section 2.5based on each such holder’s Pro Rata Share), from and after the Closingnot jointly, (i) Seller shall indemnify and hold harmless Purchaser Acquiror and any partnerits officers, memberdirectors, manageragents, officerrepresentatives, directorshareholders and employees, trusteeand each person, beneficiaryif any, employee who controls or agent may control Acquiror within the meaning of Purchaser the Securities Act or the Exchange Act (collectively, the each hereinafter referred to individually as an “Purchaser IndemniteesAcquiror Indemnified Person” and collectively as “Acquiror Indemnified Persons”) from and against any and all obligationslosses, reductions in value, costs, damages, Liabilities and expenses (including reasonable attorneys’ fees, other professionals’ and experts’ fees, costs of investigation and court costs), calculated net of actual recoveries under existing insurance policies (net of any applicable collection costs and reserves, deductibles, premium adjustments and retrospectively rated premiums) (hereinafter collectively referred to as “Damages”), arising from assessments, taxes, claims, lossesdemands, damagesassertions of liability, liabilitiesor actual or threatened actions, and expenses suits or proceedings (includingwhether civil, without limitationcriminal, reasonable attorneys’ and accountants’ fees and disbursementsadministrative or investigative) to the extent directly or indirectly arising out of (A) events or contractual obligationsof, acts, or omissions of Owner or Tenant that occurred in connection with the ownership or operation of the Property prior to the Closing Date and for which Purchaser did not receive a credit at Closing in the full amount of such liability, (B) any damage to property or injury to or death of any person occurring on or about resulting from or in connection with the Property or with: (i) any portion thereof at any time or times prior to the Closing Date for which Owner, Tenant or Manager did not have adequate insurance on the date of Closing, or (C) subject to the limitations set forth herein, a breach failure of any representation or warranty made by Seller hereunder or the Company in any certificate delivered by Seller hereunder, and (ii) Purchaser shall indemnify and hold harmless Seller and any partner, member, manager, officer, director, trustee, beneficiary, employee or agent of Seller (collectivelythis Agreement, the “Seller Indemnitees”) from Company Disclosure Letter, any Company Ancillary Agreement or any exhibit or schedule to this Agreement to be true and against any and all obligations, claims, losses, damages, liabilities and expenses (including, without limitation, reasonable attorneys’ and accountants’ fees and disbursements) to the extent arising out of (A) events, contractual obligations, acts or omissions of Purchaser for which Purchaser did receive a credit at Closing in the full amount of such liability that occur in connection with the ownership or operation correct as of the Property on date of this Agreement and as of the Closing Date (as though such representation or after warranty were made as of the Closing Date, except in the case of representations and warranties which by their terms speak only as of a specific date or dates); (Bii) any damage to property or injury to or death failure of any person occurring on or about the Property or any portion thereof on or at any time or times after the Closing Datecertification, or (C) subject to the limitations set forth herein, a breach of any representation or warranty made by Purchaser hereunder or the Company in any certificate delivered by Purchaser hereunder. The provisions to Acquiror pursuant to any provision of this Section 12.1 shall survive Agreement (other than the Closing Financial Certificate and Estimated Closing Balance Sheet Certificate) to be true and correct as of the termination date such certificate is delivered to Acquiror; (iii) any breach of or default in connection with any of the covenants or agreements made by the Company in this Agreement, the Company Disclosure Letter, any Company Ancillary Agreement or any exhibit or schedule to this Agreement; (iv) any inaccuracies in the Spreadsheet or Closing Financial Certificate or inaccuracies in the calculation of Net Excess Debt in the Estimated Closing Balance Sheet Certificate, in the manner and to the extent provided in Section 2.5(b); (v) any Indemnifiable Merger Expenses; (vi) any Indemnifiable Accountant Expenses, (vii) any Indemnifiable Parent Calculation or (viii) any Dissenting Shares Excess Payments.

Agreement to Indemnify. (a) Subject to any express provisions of this Agreement to the contrary (including, without limitation, Section 2.5), from and after the Closingcontrary, (i) Seller the Sellers shall indemnify and hold harmless the Purchaser and any partner, member, manager, officer, director, trustee, beneficiary, employee or agent of Purchaser (collectively, the “Purchaser Indemnitees”) from and against any and all obligations, claims, losses, damages, liabilities, and expenses (including, without limitation, reasonable attorneys’ ' and accountants’ ' fees and disbursements) to the extent arising out of (Ax) events or events, contractual obligations, acts, acts or omissions of Owner or Tenant the Sellers that occurred in connection with the ownership or operation of any of the Property Properties prior to the Closing Date and for which Purchaser did not receive a credit at Closing in the full amount of such liability, or (By) any damage to property of others or injury to or death of any person or any claims for any debts or obligations occurring on or about or in connection with any of the Property Properties or any portion thereof at any time or times prior to the Closing Date for which Owner, Tenant or Manager did not have adequate insurance on the date of Closing, or (C) subject to the limitations set forth herein, a breach of any representation or warranty made by Seller hereunder or in any certificate delivered by Seller hereunder, and (ii) subject to the terms of the Lease, the Purchaser shall indemnify and hold harmless Seller and any partner, member, manager, officer, director, trustee, beneficiary, employee or agent of Seller (collectively, the “Seller Indemnitees”) Sellers from and against any and all obligations, claims, losses, damages, liabilities and expenses (including, without limitation, reasonable attorneys’ ' and accountants’ ' fees and disbursements) to the extent arising out of (Ax) events, contractual obligations, acts or omissions of the Purchaser for which Purchaser did receive a credit at Closing in the full amount of such liability that occur in connection with the ownership or operation of any of the Property Properties on or after the Closing DateClosing, or (By) any damage to property of others or injury to or death of any person or any claims for any debts or obligations occurring on or about any of the Property Properties or any portion thereof on or at any time or times after the Closing DateClosing. -21- (b) Whenever it is provided in this Agreement that an obligation of the Sellers will be assumed by the Purchaser on or after the Closing, or (C) then, subject to the limitations set forth hereinterms of the Lease, the Purchaser shall be deemed to have also agreed to indemnify and hold harmless the Sellers and their respective successors and assigns from and against all claims, losses, damages, liabilities, costs, and expenses (including, without limitation, reasonable attorneys' and accountants' fees and expenses) arising from any failure of the Purchaser to perform the obligation so assumed on or after the Closing. (c) Whenever any party shall learn through the filing of a breach claim or the commencement of a proceeding or otherwise of the existence of any representation liability for which the other party is or warranty made by Purchaser hereunder may be responsible under this Agreement, the party learning of such liability shall notify the other party promptly and furnish such copies of documents (and make originals thereof available) and such other information as such party may have that may be used or useful in the defense of such claims and shall afford said other party full opportunity to defend the same in the name of such party and shall generally cooperate with said other party in the defense of any certificate delivered by Purchaser hereundersuch claim. (d) The provisions of this Section 12.1 shall survive the Closing and the termination of this Agreement. 12.2.

Agreement to Indemnify. Subject to any express provisions of the limitations set forth in this Agreement to Article VIII, the contrary (including, without limitation, Section 2.5), from and after the Closing, (i) Seller shall indemnify and hold harmless the Purchaser and any partnerits directors, memberofficers, manageragents, officerrepresentatives, directorshareholders and employees and each Person, trusteeif any, beneficiary, employee who controls or agent may control the Purchaser within the meaning of Purchaser the Securities Act (collectively, each of the foregoing being referred to individually as an “Purchaser IndemniteesIndemnified Person” and collectively as “Indemnified Persons”) from and against any and all obligationslosses, claims, lossesLiabilities, damages, liabilitiescosts and expenses, including costs of investigation and defense and reasonable fees and expenses of lawyers, experts and other professionals (includingcollectively, without limitation“Indemnifiable Damages”) directly or indirectly, reasonable attorneys’ and accountants’ fees and disbursements) whether or not asserted or imposed by third parties, including but not limited to the extent Governmental Entities or instrumentalities, arising out of of, resulting from or relating to (A) events or contractual obligations, acts, or omissions of Owner or Tenant that occurred in connection with the ownership or operation of the Property prior to the Closing Date and for which Purchaser did not receive a credit at Closing in the full amount of such liability, (Ba) any damage to property or injury to or death of any person occurring on or about or in connection with the Property or any portion thereof at any time or times prior to the Closing Date for which Owner, Tenant or Manager did not have adequate insurance on the date of Closing, or (C) subject to the limitations set forth herein, a breach failure of any representation or warranty made by the Seller hereunder or any Shareholder in this Agreement or the Seller Disclosure Letter (including any certificate delivered by exhibit or schedule to the Seller hereunder, and (ii) Purchaser shall indemnify and hold harmless Seller and any partner, member, manager, officer, director, trustee, beneficiary, employee or agent of Seller (collectively, the “Seller Indemnitees”) from and against any and all obligations, claims, losses, damages, liabilities and expenses (including, without limitation, reasonable attorneys’ and accountants’ fees and disbursementsDisclosure Letter) to be true and correct as of the extent arising out date of this Agreement and as of the Closing Date (A) events, contractual obligations, acts or omissions of Purchaser for which Purchaser did receive a credit at Closing except in the full amount case of representations and warranties which by their terms speak only as of a specific date or dates, which representations and warranties shall be true and correct as of such liability that occur in connection with the ownership or operation of the Property on or after the Closing Datedate), or (Bb) any damage to property or injury to or death failure of any person occurring on or about the Property or any portion thereof on or at any time or times after the Closing Datecertification, or (C) subject to the limitations set forth herein, a breach of any representation or warranty made by Purchaser hereunder the Seller or any Shareholder in any certificate delivered to the Purchaser pursuant to any provision of this Agreement to be true and correct as of the date such certificate is delivered to the Purchaser, (c) any breach of or default in connection with any of the covenants or agreements made by the Seller or any Shareholder in this Agreement or the Seller Disclosure Letter (including any exhibit or schedule to the Seller Disclosure Letter), (d) any and all Employee Liabilities, (e) any Taxes of the Seller and any sales, use or other Taxes imposed on the sale of the Acquired Assets to the Purchaser hereunder, (f) any noncompliance with any bulk sales, bulk transfer or similar laws applicable to the transactions contemplated hereby, (g) any Excluded Liabilities, and (h) any failure of the information contained in the Product Inventory Value Certificate to be true and correct. The provisions Notwithstanding anything contained herein to the contrary, the obligations of Seller pursuant to this Section 12.1 8.3 shall survive not apply to any Indemnifiable Damages until the Closing and aggregate amount of all Indemnifiable Damages incurred by the termination Indemnified Persons exceeds Twenty-Five Thousand Dollars ($25,000.00) (the “Indemnity Threshold”). If the Indemnifiable Damages exceed the Indemnity Threshold, the Seller shall be liable for all Indemnifiable Damages, including those comprising the Indemnity Threshold. Notwithstanding the foregoing, there shall be no Indemnity Threshold with respect to Indemnifiable Damages arising from (i) breaches of this Agreementthe Fundamental Representations, or (ii) claims made pursuant to Sections 8.3(d) through (h).

Agreement to Indemnify. Subject to any express provisions of this Agreement to the contrary (including, without limitation, Section 2.5), from and after Following the Closing, Sellers (ithe “Indemnifying Parties”) Seller shall jointly and severally indemnify and hold harmless Purchaser Buyer and its subsidiaries (including, after Closing, Targets), their respective officers, directors, employees, agents, representatives and equityholders, and each person, if any, who controls or may control Buyer or any partner, member, manager, officer, director, trustee, beneficiary, employee of its subsidiaries within the meaning of the Securities Act or agent of Purchaser the Exchange Act (collectively, the each hereinafter referred to individually as a “Purchaser IndemniteesBuyer Indemnified Person” and collectively as “Buyer Indemnified Persons”) from and against any and all obligations, claimsdamages, losses, damagescosts, liabilitiespenalties, Liabilities and expenses (including, without limitationin each case to the extent it is finally determined that a Buyer Indemnified Person is entitled to indemnification hereunder for the underlying claim, reasonable attorneys’ fees, other professionals’ and accountantsexperts’ fees fees, costs of investigation and disbursementscourt costs) (hereinafter collectively referred to the extent as “Damages”), arising out of (A) events or contractual obligationsof, acts, or omissions of Owner or Tenant that occurred in connection with the ownership or operation of the Property prior to the Closing Date and for which Purchaser did not receive a credit at Closing in the full amount of such liability, (B) any damage to property or injury to or death of any person occurring on or about resulting from or in connection with the Property or following: (a) any portion thereof at any time or times prior to the Closing Date for which Owner, Tenant or Manager did not have adequate insurance on the date of Closing, or (C) subject to the limitations set forth herein, a breach of any representation or warranty made by any Seller hereunder Group Party in Article 3 or Article 4 or in any certificate delivered by Seller hereunder, and Ancillary Agreement; (ii) Purchaser shall indemnify and hold harmless Seller and any partner, member, manager, officer, director, trustee, beneficiary, employee or agent of Seller (collectively, the “Seller Indemnitees”) from and against any and all obligations, claims, losses, damages, liabilities and expenses (including, without limitation, reasonable attorneys’ and accountants’ fees and disbursements) to the extent arising out of (A) events, contractual obligations, acts or omissions of Purchaser for which Purchaser did receive a credit at Closing in the full amount of such liability that occur in connection with the ownership or operation of the Property on or after the Closing Date, or (Bb) any damage to property or injury to or death failure of any person occurring on or about the Property or any portion thereof on or at any time or times after the Closing Datecertification, or (C) subject to the limitations set forth herein, a breach of any representation or warranty made by Purchaser hereunder or on behalf of any Seller Group Party in any certificate delivered by Purchaser hereunder. The provisions to Buyer pursuant to any provision of this Section 12.1 shall survive Agreement to be true and correct as of the Closing and date such certificate is delivered to Buyer; (c) any breach of or default in connection with any of the termination covenants or agreements to be performed or complied with made by any Seller in this Agreement or any Seller Ancillary Agreement; (d) any Indemnified Taxes; (e) any Target Debt not reflected in the calculation of this Agreementthe Final Purchase Price; (f) any Target Transaction Expenses not reflected in the calculation of the Final Purchase Price; or (g) any Excluded Liabilities.

Agreement to Indemnify. Subject to Notwithstanding any express provisions of this Agreement to the contrary (includingcontrary, without limitation, Section 2.5), from and after the Closing, (i) Seller shall hold harmless, indemnify and hold harmless Purchaser defend Purchaser, its affiliates and any partnertheir respective successors and assigns, memberand the respective officers, managerdirectors, officershareholders, directorpartners, trusteemembers, beneficiaryemployees, employee or agent and agents of Purchaser each of them its affiliates and their respective successors and assigns, and the respective officers, directors, shareholders, partners, members, employees, and agents of each of them (collectively, the “Purchaser Indemnitees”) from and against any and all obligations, claims, losses, damages, liabilities, and expenses (including, without limitation, reasonable attorneys’ and accountants’ fees and disbursements) to the extent arising out of (A) events or contractual obligations, acts, or omissions of Owner or Tenant that occurred in connection with the ownership or operation of the Property prior to the Closing Date and for which Purchaser did not receive a credit at Closing in the full amount of such liability, (B) any damage to property or injury to or death of any person occurring on or about or in connection with the Property or any portion thereof at any time or times prior to the Closing Date for which Owner, Tenant or Manager did not have adequate insurance on the date of Closing, or (C) subject to the limitations set forth herein, a breach of any representation or warranty made by Seller hereunder or in any certificate delivered by Seller hereunder, and (ii) Purchaser shall indemnify and hold harmless Seller and any partner, member, manager, officer, director, trustee, beneficiary, employee or agent of Seller (collectively, the “Seller Indemnitees”) from and against any and all obligations, claims, losses, damages, liabilities and expenses (including, without limitation, reasonable attorneys’ and accountants’ fees and disbursementsother charges) to the extent arising out of (A) events, contractual obligations, acts or omissions of Purchaser for which Purchaser did receive a credit at Closing in the full amount of such liability that occur in connection connected with the ownership or operation of the Property on Hotel and relating to the period during which Seller owned the Hotel, including, without limitation, actions or after the Closing Date, or (B) any claims relating to damage to property or injury to or death of any person during the period of Seller’s ownership of the Hotel, or any claims for any debts or obligations occurring on or about or in connection with the Hotel or any portion thereof or with respect to the Hotel’s operations at any time during such period. Notwithstanding any provisions of this Agreement to the contrary, Purchaser shall hold harmless, indemnify and defend Seller, its affiliates and their respective successors and assigns, and the respective officers, directors, shareholders, partners, members, employees, and agents of each of them against any and all obligations, claims, losses, damages, liabilities and expenses (including, without limitation, reasonable attorneys’ fees and other charges) connected with the ownership or operation of the Hotel and relating to the period from or after the Closing Date, including, without limitation, actions or claims relating to damage to property or injury to or death of any person during the period in which the applicable Hotel is owned by Purchaser (or Purchaser’s affiliates) or any claims for any debts or obligations occurring on or about the Property Hotel or any portion thereof on or with respect to the Hotel’s operations at any time or times after the Closing Date, or (C) subject to the limitations set forth herein, a breach of any representation or warranty made by Purchaser hereunder or in any certificate delivered by Purchaser hereunderduring such period. The provisions of this Section 12.1 foregoing indemnities shall survive the Closing and the termination of this AgreementClosing.

Agreement to Indemnify. Subject to any express provisions of this Agreement to the contrary (including, without limitation, Section 2.5), from and after the Closing, (i) Seller shall The Company Stockholder will indemnify and hold harmless Purchaser Parent and any partnerits officers, memberdirectors, manageragents, officerrepresentatives, directorstockholders and employees, trusteeand each person, beneficiaryif any, employee who controls or agent may control Parent within the meaning of Purchaser the Securities Act (collectively, the each hereinafter referred to individually as a “Purchaser IndemniteesParent Indemnified Person” and collectively as “Parent Indemnified Persons”) from and against any and all obligationslosses, claims, lossescosts, damages, liabilities, Liabilities and expenses (including, without limitation, including reasonable attorneys’ fees, other professionals’ and accountantsexperts’ fees fees, costs of investigation and disbursementscourt costs, but excluding incidental, special, consequential and punitive damages, other than any incidental, special, consequential and punitive damages payable by any Parent Indemnified Person to a third party), actually incurred and calculated net of actual recoveries under existing insurance policies (net of any applicable collection costs and reserves, deductibles, premium adjustments and retrospectively rated premiums) and net of actual recoveries received by a Parent Indemnified Person from a third party (hereinafter collectively referred to the extent as “Damages”), arising out of (A) events or contractual obligationsof, acts, or omissions of Owner or Tenant that occurred in connection with the ownership or operation of the Property prior to the Closing Date and for which Purchaser did not receive a credit at Closing in the full amount of such liability, (B) any damage to property or injury to or death of any person occurring on or about resulting from or in connection with the Property or with: (i) any portion thereof at any time or times prior to the Closing Date for which Owner, Tenant or Manager did not have adequate insurance on the date of Closing, or (C) subject to the limitations set forth herein, a breach failure of any representation or warranty made by Seller hereunder the Company in this Agreement or in any certificate delivered by Seller hereunder, the Disclosure Schedule (including the schedules thereto) to be true and correct as of the Closing Date; (ii) Purchaser shall indemnify and hold harmless Seller and any partner, member, manager, officer, director, trustee, beneficiary, employee or agent of Seller (collectively, the “Seller Indemnitees”) from and against any and all obligations, claims, losses, damages, liabilities and expenses (including, without limitation, reasonable attorneys’ and accountants’ fees and disbursements) to the extent arising out of (A) events, contractual obligations, acts or omissions of Purchaser for which Purchaser did receive a credit at Closing in the full amount of such liability that occur in connection with the ownership or operation of the Property on or after the Closing Date, or (B) any damage to property or injury to or death failure of any person occurring on or about the Property or any portion thereof on or at any time or times after the Closing Datecertification, or (C) subject to the limitations set forth herein, a breach of any representation or warranty made by Purchaser hereunder or the Company in any certificate delivered by Purchaser hereunder. The provisions to Parent pursuant to any provision of this Agreement to be true and correct as of the date such certificate is delivered to Parent; (iii) any breach of or default in connection with any of the covenants or agreements made by the Company in this Agreement or the Disclosure Schedule (including the schedules thereto); (iv) any Liability resulting or arising from or related to any of the Retained Assets, the Retained Liabilities, the Gastrodiagnostic Business, the Gastrodiagnostic Business Distribution, the Second Spin and Distribution or the Company Reorganization; (v) Liabilities in respect of any Taxes incurred by the Company or any of its Subsidiaries for any period (or portions thereof, as determined in accordance with Section 12.1 shall survive 5.07(c)) on or prior to the Closing Date; (vi) any and all Taxes of the termination Company or any of its Subsidiaries (or Liabilities in respect of such Taxes) attributable to or in respect of the Gastrodiagnostic Business Distribution, the Second Spin and Distribution or the Company Reorganization (indemnification under this AgreementSection 8.07(vi) is referred to herein as the “Tax Indemnification”); (vii) any Dissenting Shares Excess Payments; or (viii) any unpaid Transaction Expenses (for the sake of clarification, any Transaction Expenses paid by Parent or the Surviving Corporation or any of their respective affiliates in excess of the amount paid by Parent pursuant to Section 7.02(d)).

Agreement to Indemnify. Subject to any express provisions of this Agreement to the contrary (including, without limitation, Section 2.5), from and after the Closing, (i) Seller shall indemnify and hold harmless Purchaser Buyer and any partner, member, manager, manager officer, director, trustee, beneficiary, employee or agent of Purchaser Buyer (collectively, the “Purchaser Buyer Indemnitees”) from and against any and all obligations, claims, losses, damages, liabilities, and expenses (including, without limitation, reasonable attorneys’ and accountants’ fees and disbursementsdisbursements (collectively, “Damages”) to the extent arising out of (A) events any loss or contractual obligations, acts, or omissions of Owner or Tenant that occurred in connection with the ownership or operation of the Property prior to the Closing Date and for which Purchaser did not receive a credit at Closing in the full amount of such liability, (B) any damage to property or injury to or death of any person occurring on or about or in connection with the Property Properties or any portion thereof at any time or times prior to the Closing Date (other than as to and excluding Damages of or to a Governmental Authority arising out of the physical or environmental condition of the Properties prior to the Closing Date and other than as to Damages for which Owner, Tenant remediation pertaining to the physical or Manager did not have adequate insurance on environmental condition of the date of ClosingProperties prior to the Closing Date), or (CB) subject to the limitations set forth herein, a breach of any representation or warranty made by Seller hereunder or in any certificate delivered by Seller hereunder, and (ii) Purchaser Buyer shall indemnify and hold harmless Seller and any partner, member, manager, officer, director, trustee, beneficiary, employee or agent of Seller (collectively, the “Seller IndemniteesIndemnities”) from and against any and all obligations, claims, losses, damages, liabilities and expenses (including, without limitation, reasonable attorneys’ and accountants’ fees and disbursements) Damages to the extent arising out of (A) events, contractual obligations, acts any loss or omissions of Purchaser for which Purchaser did receive a credit at Closing in the full amount of such liability that occur in connection with the ownership or operation of the Property on or after the Closing Date, or (B) any damage to property or injury to or death of any person occurring on or about the Property Properties or any portion thereof on or at any time or times after the Closing Date (other than as to and excluding Damages of or to a Governmental Authority arising out of or resulting from or relating to the physical or environmental condition of the Properties prior to the Closing Date and other than as to Damages for remediation pertaining to the physical or environmental condition of the Properties prior to the Closing Date), or (CB) subject to the limitations set forth herein, a breach of any representation or warranty made by Purchaser Buyer hereunder or in any certificate delivered by Purchaser Buyer hereunder. The provisions of this Section 12.1 10.16.1 shall survive the Closing and the termination of this Agreement. Seller’s liabilities under this Section 10.16 shall not extend the Survival Period stated in Section 7.3 hereof or exceed the Maximum Liability Amount provided in Section 10.2.1 hereof, to the extent not covered by insurance.

Agreement to Indemnify. Subject The Shareholders jointly and severally agree to any express provisions indemnify and hold Kellxxxxx, xxe Kellxxxxx Xxxpanies and each of this Agreement to their respective officers, directors, employees, attorneys and Affiliates (each a "Kellxxxxx Xxxemnified Party" and together the contrary "Kellxxxxx Xxxemnified Parties") harmless from and against the aggregate of all expenses, losses, costs, deficiencies, liabilities and damages (including, without limitation, Section 2.5), related counsel and paralegal fees and expenses) incurred or suffered by any of the Kellxxxxx Xxxemnified Parties arising out of or resulting from and after the Closing, (i) Seller shall indemnify and hold harmless Purchaser and any partnerbreach of a representation or warranty made by either of the Companies or any Shareholder in or pursuant to this Agreement, member(ii) any breach of a covenant or agreement made by either of the Companies or any Shareholder in or pursuant to this Agreement, manager(iii) any inaccuracy in any certificate, officerinstrument or other document delivered by either of the Companies or any Shareholder pursuant to or in connection with this Agreement, director, trustee, beneficiary, employee (iv) any tax liability of either of the Companies or agent of Purchaser (collectively, any Shareholder arising from or relating to any period occurring on or prior to the “Purchaser Indemnitees”) from and against any and all obligations, claims, losses, damages, liabilities, and expenses Closing Date (including, without limitation, reasonable attorneys’ any claim made by the Florida Department of Revenue on account of sales taxes owed by the Companies), (v) any regulating and accountants’ fees and disbursements) licensing obligations of the Companies arising on or prior to the extent arising out Closing Date, (vi) the Companies' ownership of (A) events or contractual obligations, actsthe Assets and operation of their respective business prior to Closing, or omissions (vii) any claims of Owner any third parties arising from or Tenant that occurred in connection with the ownership relating to any facts, circumstances or operation of the Property events occurring on or prior to the Closing Date and with respect to either of the Companies, their respective businesses or any of the foregoing, whether or not disclosed to Kellxxxxx, xxrein or in any schedule hereto (collectively, "Kellxxxxx Xxxemnifiable Damages"). Notwithstanding the foregoing provisions, no claim for Kellxxxxx Xxxemnifiable Damages shall be asserted by the Kellxxxxx Xxxemnified Parties until the aggregate of all Kellxxxxx Xxxemnifiable Damages exceeds $100,000 (the "Kellxxxxx Xxxemnification Threshold"), at which Purchaser did not receive a credit at Closing in time the Kellxxxxx Xxxemnified Parties may assert claims for the full amount of such liability, (B) any damage to property or injury to or death of any person occurring on or about or in connection with the Property or any portion thereof at any time or times prior Kellxxxxx Xxxemnified Damages. Notwithstanding anything to the Closing Date for which Owner, Tenant or Manager did not have adequate insurance on the date of Closing, or (C) subject to the limitations contrary set forth herein, the total Kellxxxxx Xxxemnifiable Damages for which the Shareholders shall be collectively liable hereunder shall not exceed (i) $25,000,000 for claims for Kellxxxxx Xxxemnifiable Damages made within 180 days after the Closing Date and (ii) $10,000,000 for claims for Kellxxxxx Xxxemnifiable Damages made between 181 and 365 days (inclusive) after the Closing Date (each, a "Kellxxxxx Xxxemnification Cap"). Notwithstanding anything to the contrary set forth herein, the Kellxxxxx Xxxemnification Cap shall not apply to and there shall be no limitation or restriction whatsoever on the liability of the Shareholders under this Article X for Kellxxxxx Xxxemnifiable Damages with respect to or arising from any one or more of the following and no Kellxxxxx Xxxemnifiable Damages arising from any of the following shall be included in determining whether the Kellxxxxx Xxxemnification Cap or the Kellxxxxx Xxxemnification Threshold has been met: (a) a breach of any representation one or warranty made by Seller hereunder more of the representations and warranties set forth in the first or last sentence of Section 4.1, or in any certificate delivered by Seller hereunderSection 4.2, and (ii) Purchaser shall indemnify and hold harmless Seller and any partnerSection 4.3, memberSection 4.4, managerSection 4.5, officerSection 4.6, director, trustee, beneficiary, employee or agent of Seller (collectivelySection 4.14, the “Seller Indemnitees”first sentence of Section 4.16 and Section 4.20, (b) from and against any and all obligationsKellxxxxx Xxxemnifiable Damages arising under subsection (iv) of Section 10.1 above, claims(c) any wilful or intentional breach of any representation, losseswarranty, damages, liabilities and expenses covenant or agreement made in or pursuant to this Agreement (including, without limitation, reasonable attorneys’ and accountants’ fees and disbursements) to the extent arising out of (A) events, contractual obligations, acts or omissions of Purchaser for which Purchaser did receive a credit at Closing in the full amount Schedules and Exhibits attached hereto) or in any certificate, instrument or other document delivered by any of such liability that occur the Companies or any Shareholder pursuant to this Agreement, and (d) any act of common law fraud in connection with the ownership or operation execution, delivery and performance of the Property on or after the Closing Datethis Agreement, or (B) including without limitation, any damage to property or injury to or death of any person occurring on or about the Property or any portion thereof on or at any time or times after the Closing Date, or (C) subject to the limitations set forth herein, a breach of any fraudulent representation or warranty made by Purchaser hereunder in or pursuant to this Agreement (including, without limitation, in the Schedules and Exhibits attached hereto) or in any certificate certificate, instrument or other document delivered by Purchaser hereunder. The provisions any of this Section 12.1 shall survive the Closing and the termination of Companies or any Shareholder pursuant to or in connection with this Agreement.

Agreement to Indemnify. Subject to any express provisions of this Agreement to the contrary (including, without limitation, Section 2.5), from and after the Closing, (i) Seller shall indemnify and hold harmless Purchaser Buyer and any partner, member, manager, manager officer, director, trustee, beneficiary, employee or agent of Purchaser Buyer (collectively, the “Purchaser Buyer Indemnitees”) from and against any and all obligations, claims, losses, damages, liabilities, and expenses (including, without limitation, reasonable attorneys’ and accountants’ fees and disbursementsdisbursements (collectively, “Damages”) to the extent arising out of (A) events any loss or contractual obligations, acts, or omissions of Owner or Tenant that occurred in connection with the ownership or operation of the Property prior to the Closing Date and for which Purchaser did not receive a credit at Closing in the full amount of such liability, (B) any damage to property or injury to or death of any person occurring on or about or in connection with the Property or any portion thereof at any time or times prior to the applicable Closing Date (other than as to and excluding Damages of or to a governmental authority arising out of the physical or environmental condition of the Property prior to the applicable Closing Date and other than as to Damages for which Ownerremediation pertaining to the physical or environmental condition of the Property prior to the applicable Closing Date), Tenant or Manager did not have adequate insurance on the date of Closing, or (CB) subject to the limitations set forth herein, a breach of any representation or warranty made by Seller hereunder or in any certificate delivered by Seller hereunder, or (C) obligations and liabilities of Seller accruing or arising prior to the applicable Closing under any of the Hotel Ground Lease, the Retail Ground Lease, the Option Agreement, the PILOT Agreement, the License Agreement, the Management Agreement or the matters assigned under the Other Assignment and Assumption Agreement (collectively, the “Assigned Matters”) and (ii) Purchaser Buyer shall indemnify and hold harmless Seller and any partner, member, manager, officer, director, trustee, beneficiary, employee or agent of Seller (collectively, the “Seller Indemnitees”) from and against any and all obligations, claims, losses, damages, liabilities and expenses (including, without limitation, reasonable attorneys’ and accountants’ fees and disbursements) Damages to the extent arising out of (A) events, contractual obligations, acts any loss or omissions of Purchaser for which Purchaser did receive a credit at Closing in the full amount of such liability that occur in connection with the ownership or operation of the Property on or after the Closing Date, or (B) any damage to property or injury to or death of any person occurring on or about the Property or any portion thereof on or at any time or times after the applicable Closing Date (other than as to and excluding Damages of or to a Governmental Authority arising out of or resulting from or relating to the physical or environmental condition of the Property prior to the applicable Closing Date and other than as to Damages for remediation pertaining to the physical or environmental condition of the Property prior to the applicable Closing Date), or (CB) subject to the limitations set forth herein, a breach of any representation or warranty made by Purchaser Buyer hereunder or in any certificate delivered by Purchaser hereunderBuyer hereunder or a breach of Buyer’s covenant to use commercially reasonable best efforts to agree on a form of Hotel Sublease to the extent set forth in Section 3.13.6 above, or (C) obligations or liabilities of Buyer accruing or arising on or after the applicable Closing under any of the Assigned Matters. The provisions of this Section 12.1 9.15.1 shall survive the Closing and the termination of this Agreement. Seller’s liabilities under this Section 9.15 shall not extend the applicable Survival Period stated in Section 6.3 hereof or exceed the Maximum Liability Amount provided in Section 9.2.1 hereof, to the extent not covered by insurance.

Agreement to Indemnify. (a) Subject to any express provisions of this Agreement to the contrary (including, without limitation, Section 2.5)contrary, from and after any Closing, with respect to the Closingapplicable Owner, (i) the Seller and, if Seller is not MI, MI shall indemnify indemnify, defend and hold harmless the Purchaser and any partner, member, manager, officer, director, trustee, beneficiary, employee or agent of Purchaser (collectively, the “Purchaser Indemnitees”) from and against any and all obligations, claims, losses, damages, liabilities, and expenses (including, without limitation, reasonable attorneys’ ' and accountants’ ' fees and disbursements) to the extent arising out of (Av) events any termination of employment of employees at any Property prior to or contractual obligationsupon the Closing with respect to such Property resulting from the termination of employment of such employees by Owner or its operator and/or the failure of Tenant to hire such employees (including, without limitation, severance pay, wrongful discharge claims, and claims and/or fines under federal, state or local statutes or regulations, including without limitation the Worker Adjustment and Retraining Notification Act), (w) the employment of such individuals prior to the Closing Date, including, without limitation, employment-related claims; COBRA-related claims; disability claims; vacation; sick leave; wages; salaries; payments due (or allocable) to any medical, pension, and health and welfare plans, and any other employee benefit plan established for the employees at the Property; and employee-related tax obligations such as, but not limited to, social security and unemployment taxes accrued as of the Closing Date, (x) events, acts, or omissions of the Owner or Tenant that occurred in connection with the its ownership or operation of the Owner's Property prior to the applicable Closing Date and for which Purchaser did not receive a credit at or obligations accruing prior to the applicable Closing Date under any Contract of Owner (except to the extent of any adjustment made in the full amount respect of such liabilityContract at Closing), (By) any material breach of a representation or warranty made by Seller, Owner and, if Seller is not MI, MI under Section 6 (as such representations and warranties may be modified pursuant to said Section 6 and subject to the one-year limitation period set forth therein), or (z) any claim against Owner or Purchaser for damage to property of others or injury to or death of any person or any debts or obligations of or against Owner and arising out of any event occurring on or about or in connection with the Owner's Property or any portion thereof thereof, at any time or times prior to the applicable Closing Date for which Owner, Tenant or Manager did not have adequate insurance on the date of Closing, or (C) subject to the limitations set forth herein, a breach of any representation or warranty made by Seller hereunder or in any certificate delivered by Seller hereunderDate, and (ii) the Purchaser and, if Purchaser is not CHLP, CHLP shall indemnify indemnify, defend and hold harmless the Seller and any partner, member, manager, officer, director, trustee, beneficiary, employee or agent of Seller (collectively, the “Seller Indemnitees”) from and against any and all obligations, claims, losses, damages, liabilities and expenses (including, without limitation, reasonable attorneys’ ' and accountants’ ' fees and disbursements) to the extent arising out of (Ax) events, contractual obligationsacts, acts or omissions of Purchaser for which Purchaser did receive a credit at Closing in the full amount of such liability Owner that occur in connection with the its ownership or operation of the Owner's Property on or from and after the applicable Closing DateDate or obligations accruing from and after the applicable Closing Date under any Contract of Owner (except to the extent of any adjustment made in respect of such Contract at Closing), (y) any material breach of a representation or warranty made by Purchaser and, if Purchaser is not CHLP, CHLP under Section 7 (and subject to the one year limitation period set forth therein), or (Bz) any claim against Owner or Seller for damage to property of others or injury to or death of any person or any claims for any debts or obligations of or against Owner and arising out of any event occurring on or about the or in connection with Owner's Property or any portion thereof on or thereof, at any time or times from and after the applicable Closing Date, or (C) subject to the limitations set forth herein, a breach of any representation or warranty made by Purchaser hereunder or in any certificate delivered by Purchaser hereunder. The provisions of this Section 12.1 11.1 shall survive not apply to any liabilities or obligations with respect to hazardous substances, the Closing liabilities of the parties with respect thereto being governed by the representation and the termination warranty of this AgreementSeller set forth in Section 6.17.

Agreement to Indemnify. (i) Subject to any express provisions of this Agreement to the contrary (including, without limitation, Section 2.5)contrary, from and after the any Closing, with respect to the applicable Property (ia) Seller the Marriott Parties shall indemnify indemnify, defend and hold harmless Purchaser and any partner, member, manager, officer, director, trustee, beneficiary, employee or agent of Purchaser (collectively, the “Purchaser Indemnitees”) HPT Parties from and against any and all obligations, claims, losses, damages, liabilities, and expenses (including, without limitation, reasonable attorneys’ ' and accountants’ ' fees and disbursements) to the extent arising out of (Ai) events or contractual obligationsany assessment imposed upon any Property for improvements commenced prior to the Closing Date for such Property which are not otherwise reflected in the pro forma budget prepared by the Marriott Parties and delivered to the HPT Parties prior to the Closing for such Property, (ii) events, acts, or omissions of Owner or Tenant the Marriott Parties that occurred in connection with the their ownership or operation of the applicable Property prior to the applicable Closing Date and for which Purchaser did not receive a credit or obligations accruing prior to the applicable Closing Date under any contract of the Marriott Parties (except to the extent of any adjustment made in respect of such contract at Closing in the full amount of such liabilityunder this Agreement), or (Biii) any claim against any of the HPT Parties for damage to property of others or injury to or death of any person or any debts or obligations of or against and arising out of any event occurring on or about or in connection with the applicable Property or any portion thereof thereof, at any time or times prior to the applicable Closing Date for which Owner, Tenant or Manager did not have adequate insurance on the date of Closing, or (C) subject to the limitations set forth herein, a breach of any representation or warranty made by Seller hereunder or in any certificate delivered by Seller hereunder, and (iib) Purchaser the HPT Parties shall indemnify indemnify, defend and hold harmless Seller and any partner, member, manager, officer, director, trustee, beneficiary, employee or agent of Seller (collectively, the “Seller Indemnitees”) Marriott Parties from and against any and all obligations, claims, losses, damages, liabilities liabilities, and expenses (including, without limitation, reasonable attorneys’ ' and accountants’ ' fees and disbursements) to the extent arising out of (A) events, contractual obligations, acts any material breach of a representation or omissions of Purchaser for which Purchaser did receive a credit at Closing in the full amount of such liability that occur in connection with the ownership or operation warranty made by any of the Property on or after HPT Parties under this Agreement. The indemnity provided for in this Section 21(p) (other than the Closing Date, or (B) any damage indemnity provided with respect to property or injury to or death of any person occurring on or about the Property or any portion thereof on or at any time or times after the Closing Date, or (C) subject to the limitations set forth herein, a breach of any representation or warranty made by Purchaser hereunder or warranty) shall not extend to any consequential damages. Nothing set forth in any certificate delivered by Purchaser hereunder. The provisions of this Section 12.1 21(p) shall survive modify or affect the Closing and liability of any party under any of the termination of this Leases or any Management Agreement.

Agreement to Indemnify. Subject to any express provisions of this Agreement to the contrary (including, without limitation, Section 2.5)contrary, from and after the Closing, (i) Seller shall indemnify and hold harmless Purchaser and any partner, member, manager, officer, director, trustee, beneficiary, employee or agent of Purchaser (collectively, the “Purchaser Indemnitees”) from and against any and all obligations, claims, losses, damages, liabilities, and expenses (including, without limitation, reasonable attorneys’ and accountants’ fees and disbursements) to the extent arising out of (A) transfer, sales or use, or similar taxes payable in connection with the transfer of the Property to Purchaser, and events or contractual obligations, acts, or omissions of Owner or Tenant Seller that occurred in connection with the ownership or operation of the Property prior to the Date of Closing Date and for which Purchaser did not receive a credit at Closing in the full amount of such liability, (B) any damage to property or injury to or death of any person occurring on or about or in connection with the Property or any portion thereof at any time or times prior to the Closing Date for which Owner, Tenant or Manager did not have adequate insurance on the date of Closing, or (C) subject to the limitations set forth herein, a breach of any representation or warranty made by Seller hereunder or in any certificate delivered by Seller hereunder, and (ii) Purchaser shall indemnify and hold harmless Seller and any partner, member, manager, officer, director, trustee, beneficiary, employee or agent of Seller (collectively, the “Seller Indemnitees”) from and against any and all obligations, claims, losses, damages, liabilities and expenses (including, without limitation, reasonable attorneys’ and accountants’ fees and disbursements) to the extent arising out of (A) events, contractual obligations, acts or omissions of Purchaser for which Purchaser did receive a credit at Closing in the full amount of such liability that occur in connection with the ownership or operation of the Property on or after the Closing DateDate of Closing, or (B) any damage to property or injury to or death of any person occurring on or about the Property or any portion thereof on or at any time or times after the Closing DateDate of Closing, or (C) subject to the limitations set forth herein, a breach of any representation or warranty made by Purchaser hereunder or in any certificate delivered by Purchaser hereunder. The provisions of this Section 12.1 11.26 shall survive the Closing and the termination of this Agreement.

Agreement to Indemnify. Subject to any express provisions of the limitations set forth in this Agreement to the contrary (including, without limitation, Section 2.5)Article 12, from and after the ClosingEffective Time of the First Merger, each Effective Time Holder shall severally (i) Seller shall based on each such holder’s Pro Rata Share), and not jointly, indemnify and hold harmless Purchaser Acquiror and any partnerits officers, memberdirectors, manageragents, officerrepresentatives, directorstockholders and employees, trusteeand each person, beneficiaryif any, employee who controls or agent may control Acquiror within the meaning of Purchaser the Securities Act or the Exchange Act (collectively, the each hereinafter referred to individually as an “Purchaser IndemniteesAcquiror Indemnified Person” and collectively as “Acquiror Indemnified Persons”) from and against any and all obligationslosses, costs, damages, Liabilities and expenses (including reasonable attorneys’ fees, other professionals’ and experts’ fees, costs of investigation and court costs), calculated net of actual recoveries under existing insurance policies (net of any applicable collection costs and reserves, deductibles, premium adjustments and retrospectively rated premiums) (hereinafter collectively referred to as “Damages”), paid or incurred by the Acquiror Indemnified Persons, or which may become paid by the Acquiror Indemnfied Persons as a result of any assessments, taxes, claims, lossesdemands, damagesLiability, liabilitiesassertions of Liability, and expenses or actual or threatened actions, suits or proceedings (includingwhether civil, without limitationcriminal, reasonable attorneys’ and accountants’ fees and disbursements) to the extent administrative or investigative), directly or indirectly arising out of (A) events or contractual obligationsof, acts, or omissions of Owner or Tenant that occurred in connection with the ownership or operation of the Property prior to the Closing Date and for which Purchaser did not receive a credit at Closing in the full amount of such liability, (B) any damage to property or injury to or death of any person occurring on or about resulting from or in connection with the Property or with: (i) any portion thereof at any time or times prior to the Closing Date for which Owner, Tenant or Manager did not have adequate insurance on the date of Closing, or (C) subject to the limitations set forth herein, a breach failure of any representation or warranty made by Seller hereunder the Company in this Agreement, the Company Disclosure Letter, any Company Ancillary Agreement or any exhibit or schedule to this Agreement to be true and correct as of the date of this Agreement and as of the Closing Date (as though such representation or warranty were made as of the Closing Date, except in the case of representations and warranties which by their terms speak only as of a specific date or dates) (other than, with respect to the representations and warranties (i) set forth in Section 4.8 relating to the accuracy and presentation of the Company Financial Statements to the extent that (A) such failure relates to matters covered by clause (xii) of this Section 12.1(b) or (B) such failure arises from inaccuracies in the revenues or Liabilities set forth in the Company Financial Statements that result from any reclassification of revenues to deferred revenues in the Audited Financial Statements and (ii) set forth in Section 4.13(m) and Section 4.22); (ii) any failure of any certification, representation or warranty made by the Company in any certificate delivered to Acquiror pursuant to any provision of this Agreement (other than the Dividend Amount Certificate) to be true and correct as of the date such certificate is delivered to Acquiror (other than, with respect to the representations and warranties (i) set forth in Section 4.8 relating to the accuracy and presentation of the Company Financial Statements to the extent that (A) such failure relates to matters covered by Seller hereunder, clause (xii) of this Section 12.1(b) or (B) such failure arises from inaccuracies in the revenues or Liabilities set forth in the Company Financial Statements that result from any reclassification of revenues to deferred revenues in the Audited Financial Statements and (ii) Purchaser set forth in Section 4.13(m) and Section 4.22); (iii) any breach of or default by the Company prior to the Closing Date of any of the covenants or agreements made by the Company in this Agreement, the Company Disclosure Letter, any Company Ancillary Agreement or any exhibit or schedule to this Agreement; (iv) any of the matters set forth on Company Disclosure Letter that constitutes an exception to Section 4.6 (Litigation); (v) any economic Damages resulting from inaccuracies in the amounts shown in the Dividend Amount Certificate or Spreadsheet to be payable to any holder of the Company’s securities; (vi) any Indemnifiable Merger Expenses; (vii) any Dissenting Shares Excess Payments; (viii) any breaches of the representations set forth in the Audited Financial Statements Certification; (ix) any actual or alleged infringement or misappropriation of any third party Intellectual Property Rights, provided that (A) the claim, demand, assertion of liability, action, suit or proceeding alleging such infringement or misappropriation (“Escrow IP Claim”) is first made or brought by an unrelated third party against the Acquiror, the Company or the Surviving Entity between the Agreement Date and the twelve-month anniversary of the Effective Time of the First Merger and (B) the third party seeks (including by way of demand letter or similar communication to the Company or the Surviving Entity) or obtains (by way of court order, judgment or decree or settlement agreement) either injunctive relief or monetary damages relating to any Company Product or any Company IP Rights (provided that Acquiror will not enter into any such settlement agreement without the consent of the Representative, which will not unreasonably be withheld) (and for the avoidance of doubt, the indemnity provided in this clause (ix) shall indemnify apply irrespective of any disclosures in the Company Disclosure Letter, whether or not the Company had knowledge of such potential claim, demand, assertion of liability, action, suit or proceeding or of any basis therefor), and hold harmless Seller and any partnerwhether or not the third party prevails in obtaining injunctive relief or monetary damages (by way of court order, member, manager, officer, director, trustee, beneficiary, employee judgment or agent of Seller decree or settlement agreement) (collectivelysuch events, the “Seller IndemniteesEscrow IP Claim Events”) from ), and against any and provided further that the Company shall reimburse Acquiror for all obligations, claims, losses, damages, liabilities costs and expenses (including, without limitation, including reasonable attorneys’ fees, other professionals’ and accountantsexperts’ fees fees, costs of investigation and disbursementscourt costs) to evaluate, respond to and defend against Escrow IP Claims as they are incurred; (x) fraud, willful breach or intentional misrepresentation by the Company or any Company Representative; (xi) any failure to collect any Qualified Accounts Receivable within sixty (60) days of the date of such Qualified Accounts Receivable have first become past due; (xii) the Audit Differential Amount, if any, excluding any portion thereof that is fully taken into account by a corresponding reduction in the Dividend Amount; and (xiii) any refund of the amount paid for a Company Product by the Surviving Entity to a customer under a Contract entered into by the Company on or before the Effective Time of the First Merger if, after using commercially reasonable efforts, the Surviving Entity was unable to repair or replace the Company Product under that Contract and the Surviving Entity paid or was required to pay the refund; provided, however, that the Acquiror Indemnified Persons shall not assert claims for Damages with respect to any matter pursuant to this Section 12.1 to the extent arising out it would result in a collection of (A) eventsmore than 100% of the applicable Damages; provided, contractual obligationsfurther, acts that Damages against Acquiror Indemnified Persons that have not been paid or omissions of Purchaser for which Purchaser did receive incurred by such Acquiror Indemnified Persons may be subject to a credit at Closing in Claim, but such Damages may not be deducted from the full escrow fund until actually paid or incurred by such Acquiror Indemnified Persons. In determining the amount of such liability that occur any Damages in connection with the ownership or operation respect of the Property on or after the Closing Date, or (B) any damage to property or injury to or death of any person occurring on or about the Property or any portion thereof on or at any time or times after the Closing Date, or (C) subject to the limitations set forth herein, a breach failure of any representation or warranty made by Purchaser hereunder to be true and correct as of any particular date, any materiality standard contained in such representation or in any certificate delivered by Purchaser hereunder. The provisions of this Section 12.1 warranty shall survive the Closing and the termination of this Agreementbe disregarded.

Agreement to Indemnify. (a) Subject to any express provisions of this Agreement the limitations in Section 8.2, each Seller (as defined in Section 9.10(q) below) hereby Severally (as defined in Section 9.10) covenants and agrees to indemnify, defend, protect and hold harmless ADAC and its affiliates (including Sub, the contrary (includingSurviving Corporation, without limitation, Section 2.5UGM Labs Sub and the Surviving Corporation under the UGM Laboratory Agreement), and each of their respective officers, directors, employees, agents, shareholders, successors and assigns (collectively, the "INDEMNIFIED PERSONS"), from, against and in respect of all claims, losses, liabilities, damages, punitive damages, causes of action, lawsuits, administrative proceedings (including informal proceedings), investigations, audits, demands, assessments, adjustments, judgments, settlement payments, deficiencies, penalties, fines, interest (including interest from the date of such damages) and after the Closingcosts and expenses (including without limitation reasonable attorneys' fees, expenses of investigation and disbursements of every kind, nature and description) (each a "LOSS" and collectively, "LOSSES") suffered, sustained, incurred or paid by any of them in connection with, resulting from or arising out of, directly or indirectly, (i) Seller shall indemnify any inaccuracy or breach of a representation or warranty of the Company or the Sellers set forth in this Agreement or any inaccuracy or breach of a representation or warranty of UGM Laboratory in the UGM Laboratory Agreement and hold harmless Purchaser each of the other instruments and any partner, member, manager, officer, director, trustee, beneficiary, employee or agent of Purchaser (collectivelydocuments delivered by the Company, the “Purchaser Indemnitees”) from Sellers, UGM Laboratory and against any and all obligations, claims, losses, damages, liabilities, and expenses (including, without limitation, reasonable attorneys’ and accountants’ fees and disbursements) to the extent arising out shareholders of (A) events or contractual obligations, acts, or omissions of Owner or Tenant that occurred UGM Laboratory in connection with the ownership or operation Transaction and the UGM Laboratory Transaction, as applicable, (ii) any failure of the Property Company or the Sellers to perform or comply with any covenant or agreement contained in this Agreement or in any other Transactional Agreement to be complied with by them and any failure of UGM Laboratory or the shareholders of UGM Laboratory to perform or comply with any covenant or agreement contained in the UGM Laboratory Agreement or in any other UGM Laboratory Transactional Agreement to be complied with by them, (iii) the business, operations or assets of the Company and UGM Laboratory on or prior to the Closing Date Date, including without limitation all due and for which Purchaser did not receive a credit at Closing in the full amount of such liability, (B) any damage to property or injury to or death of any person occurring on or about or in connection with the Property or any portion thereof at any time or times payable prior to the Closing Date Date, except as otherwise disclosed and provided for which Ownerin the Balance Sheet (with respect to the Company) and the Balance Sheet, Tenant as defined in the UGM Laboratory Agreement (with respect to UGM Laboratory); (iv) the actions or Manager did not have adequate insurance omissions of the Company's and/or UGM Laboratory's directors, officers, shareholders, employees or agents on or prior to the Closing Date; (v) the matters disclosed in Part 2.5 (Absence of Certain Changes or Events), Part 2.11 (Government Authorizations; Regulatory Matters; Government Consents; Conflicts), Part 2.12 (Tax Matters), Part 2.14 (Litigation and Claims) and Part 2.15 (Environmental Matters) of the Disclosure Schedule and the comparable Parts of the Disclosure Schedule for the UGM Laboratory Agreement, and fines, penalties, taxes and other Losses relating to, arising under or caused by the 401(k) plan and/or SARSEP for each of the Company and UGM Laboratory (to the extent such amount exceeds the amounts accrued for such liability on the date balance sheets of Closing, the Company and UGM Laboratory (PROVIDED that such accrued amounts shall not exceed an aggregate of U.S.$150,000)) or (Cvi) subject to the limitations set forth herein, a breach of any representation or warranty made by Seller hereunder or in any certificate delivered by Seller hereunder, and (ii) Purchaser shall indemnify and hold harmless Seller and any partner, member, manager, officer, director, trustee, beneficiary, employee or agent of Seller (collectively, the “Seller Indemnitees”) from and against any and all obligations, claims, losses, damages, liabilities and expenses (including, without limitation, reasonable attorneys’ and accountants’ fees and disbursements) Losses incident to any of the foregoing or to the extent arising out of (A) events, contractual obligations, acts or omissions of Purchaser for which Purchaser did receive a credit at Closing in the full amount of such liability that occur in connection with the ownership or operation of the Property on or after the Closing Date, or (B) any damage to property or injury to or death of any person occurring on or about the Property or any portion thereof on or at any time or times after the Closing Date, or (C) subject to the limitations set forth herein, a breach of any representation or warranty made by Purchaser hereunder or in any certificate delivered by Purchaser hereunder. The provisions enforcement of this Section 12.1 shall survive the Closing and the termination of this Agreement8.1(a).

Agreement to Indemnify. Subject to any express provisions of this Agreement to the contrary (including, without limitation, Section 2.5), from a) From and after the Closing, Closing Date (i) Seller MI shall indemnify indemnify, defend and hold harmless Purchaser and any partner, member, manager, officer, director, trustee, beneficiary, employee or agent of Purchaser (collectively, the “Purchaser Indemnitees”) from and against any and all obligations, claims, losses, damages, liabilities, and expenses (including, without limitation, reasonable attorneys’ ' and accountants’ ' fees and disbursements) to the extent arising out of (Av) events any termination of employment of employees at the Property prior to or contractual obligationsupon the Closing Date resulting from the termination of employment of such employees by Seller, Seller's Affiliate or their respective operator and/or the failure of the Tenant to hire such employees (including, without limitation, severance pay, wrongful discharge claims, and claims and/or fines under Federal, state or local statutes or regulations, including, without limitation, the Worker Adjustment and Retraining Notification Act), (w) the employment of such individuals prior to the Closing Date, including, without limitation, employment-related claims; COBRA-related claims; disability claims; vacation; sick leave; wages; salaries; payments due (or allocable) to any medical, pension, and health and welfare plans, and any other employee benefit plan established for the employees at each Property; and employee-related tax obligations such as, but not limited to, social security and unemployment taxes accrued as of the Closing Date, (x) events, acts, or omissions of Owner or Tenant Seller that occurred in connection with the their respective ownership or operation of the each Property prior to the Closing Date and for or obligations accruing prior to the Closing Date under any Contract of Seller (except to the extent of any adjustment made in respect of such Contract at the Closing ), (y) any material breach of a representation or warranty made by MI, on its own behalf or on behalf of Seller under Section 6 of which Purchaser did not receive a credit at Closing in the full amount have knowledge of such liabilitybreach prior to or on the Closing Date (as such representations and warranties may be modified pursuant to said Section 6 and subject to the twelve (12) month limitation period set forth therein, if applicable), or (Bz) any claim against Purchaser for damage to property of others or injury to or death of any person or any debts or obligations of or against Seller and arising out of any event occurring on or about or in connection with the any Property or any portion thereof thereof, at any time or times prior to the Closing Date for which Owner, Tenant or Manager did not have adequate insurance on the date of Closing, or (C) subject to the limitations set forth herein, a breach of any representation or warranty made by Seller hereunder or in any certificate delivered by Seller hereunderDate, and (ii) Purchaser shall indemnify indemnify, defend and hold harmless Seller and any partner, member, manager, officer, director, trustee, beneficiary, employee or agent of Seller (collectively, the “Seller Indemnitees”) MI from and against any and all obligations, claims, losses, damages, liabilities and expenses (including, without limitation, reasonable attorneys’ ' and accountants’ ' fees and disbursements) to the extent arising out of (Ax) events, contractual obligationsacts, acts or omissions of Purchaser for which Purchaser did receive a credit at Closing in the full amount of such liability that occur in connection with the its ownership or operation of the each Property on or from and after the Closing DateDate or obligations accruing from and after the Closing Date under any Contract of Seller (or any contract of the Tenant executed on behalf of Seller) (except to the extent of any adjustment made in respect of such Contract at the Closing ), provided that any provision of any Lease that applies to such event, act or omission shall take precedence over the indemnity provided for in this clause (x), or (By) any damage to property or injury to or death of any person occurring on or about the Property or any portion thereof on or at any time or times after the Closing Date, or (C) subject to the limitations set forth herein, a material breach of any a representation or warranty made by Purchaser hereunder or in any certificate delivered by Purchaser hereunder. The provisions of this under Section 12.1 shall survive 7 as such representations and warranties may be modified pursuant to said Section 7 (and subject to the Closing and the termination of this Agreementtwelve (12) month limitation period set forth therein).

Agreement to Indemnify. (a) Subject to any express provisions the terms and conditions of this Agreement Sections 5.10, 5.11 and 5.12, Seller and Parent hereby agree to the contrary (includingindemnify, without limitation, Section 2.5), from and after the Closing, (i) Seller shall indemnify defend and hold harmless Purchaser and any partnerparent, member, manager, officer, director, trustee, beneficiary, employee or agent of Purchaser subsidiary (collectivelyincluding without limitation, the “Purchaser Indemnitees”Subject Company from and after the Closing Date) or Affiliate of any thereof and their respective officers and directors, agents and representatives and Persons claiming by and through any of them (the "PURCHASER GROUP"), for, from and against any and all obligationsdemands, claims, actions, causes of action, assessments, losses, damages, liabilities, costs and expenses (expenses, including, without limitation, interest, penalties and reasonable attorneys’ and accountants’ ' fees and disbursements) to expenses (collectively, "DAMAGES"), directly or indirectly asserted against, resulting to, imposed upon or incurred by the extent arising out of (A) events Purchaser Group or contractual obligationsany member thereof, acts, or omissions of Owner or Tenant that occurred in connection with the ownership or operation of the Property at any time prior to the Closing Date and for which Purchaser did not receive a credit at Closing in the full amount Expiration Date, by reason of such liability, or resulting from (Bi) any damage to property or injury to or death of any person occurring on or about or in connection with the Property or any portion thereof at any time or times prior to the Closing Date for which Owner, Tenant or Manager did not have adequate insurance on the date of Closing, or (C) subject to the limitations set forth herein, a breach of or inaccuracy in any representation or warranty of Seller contained in or made by Seller hereunder pursuant to this Agreement (other than Tax Representations, which are addressed in Section 4.2(a)) or any other agreement or document executed in any certificate delivered by Seller hereunderconnection herewith, and (ii) Purchaser shall indemnify and hold harmless any breach of or failure by Seller and to perform any partner, member, manager, officer, director, trustee, beneficiary, employee or agent covenant of Seller contemplated in this Agreement) or any other agreement or document executed in connection herewith, (iii) any and all Proceedings pending on the Closing Date or (iv) the matters set forth in Section 2.8 of the Seller Disclosure Schedule (collectively, the “"PURCHASER CLAIMS"). Notwithstanding subparagraph (a)(i) above or Section 4.2(a), and subject to Seller's performance of its covenants under subparagraph (c) below, Purchaser shall not be entitled to collect any payment from Seller Indemnitees”) from and against or Parent hereunder on account of any and all obligations, claims, losses, damages, liabilities and expenses (including, without limitation, reasonable attorneys’ and accountants’ fees and disbursements) Purchaser Claim based upon a breach or inaccuracy of a representation or warranty by Seller to the extent arising out of extent, and only to the extent, that (A) events, contractual obligations, acts Seller or omissions Parent reasonably demonstrates that Purchaser's designee to the board of Purchaser for which Purchaser did receive a credit at Closing in the full amount Seller had actual knowledge of such liability that occur in connection with the ownership breach or operation of the Property inaccuracy on or after before the Closing Date, Date or (B) any damage to property Seller or injury to Parent reasonably demonstrates that (w) the breach or death of any person occurring on or about the Property or any portion thereof on or at any time or times after the Closing Date, or (C) subject to the limitations set forth herein, a breach of inaccuracy in any representation or warranty of Seller contained in or made by Purchaser hereunder pursuant to this Agreement (including Tax Representations addressed in Section 4.2(a)) was based wholly upon events or in any certificate delivered by Purchaser hereunder. The provisions circumstances occurring or existing on or before the date Seller first acquired the Subject Company, (x) Seller's Management Employees were unaware of such events or circumstances as of the date Seller first acquired the Subject Company, and (y) Seller's Management Employees were unaware of such events or circumstances as of the date of this Section 12.1 shall survive the Closing and the termination of this AgreementAgreement (referred to herein as a "SELLER'S PASS-THROUGH CLAIM").

Agreement to Indemnify. (a) Subject to any express provisions of this Agreement to the contrary (including, without limitation, Section 2.5)contrary, from and after the Closing, (i) the Seller and, if Seller is not MI, MI shall indemnify indemnify, defend and hold harmless the Purchaser and any partner, member, manager, officer, director, trustee, beneficiary, employee or agent of Purchaser (collectively, the “Purchaser Indemnitees”) from and against any and all obligations, claims, losses, damages, liabilities, and expenses (including, without limitation, reasonable attorneys’ ' and accountants’ ' fees and disbursements) to the extent arising out of (Av) events any termination of employment of employees at the Property prior to or contractual obligationsupon the Closing resulting from the termination of employment of such employees by Seller or its operator and/or the failure of Tenant to hire such employees (including, without limitation, severance pay, wrongful discharge claims, and claims and/or fines under federal, state or local statutes or regulations, including without limitation the Worker Adjustment and Retraining Notification Act), (w) the employment of such individuals prior to the Closing Date, including, without limitation, employment-related claims; COBRA-related claims; disability claims; vacation; sick leave; wages; salaries; payments due (or allocable) to any medical, pension, and health and welfare plans, and any other employee benefit plan established for the employees at the Property; and employee-related tax obligations such as, but not limited to, social security and unemployment taxes accrued as of the Closing Date, (x) events, acts, or omissions of Owner or Tenant the Seller that occurred in connection with the its ownership or operation of the Property prior to the Closing Date and for which Purchaser did not receive a credit at or obligations accruing prior to the Closing Date under any Contract of Seller (except to the extent of any adjustment made in the full amount respect of such liabilityContract at Closing), (By) any material breach of a representation or warranty made by Seller and, if Seller is not MI, MI under Section 6 (as such representations and warranties may be modified pursuant to said Section 6 and subject to the one-year limitation period set forth therein), or (z) any claim against Purchaser for damage to property of others or injury to or death of any person or any debts or obligations of or against Seller and arising out of any event occurring on or about or in connection with the Property or any portion thereof thereof, at any time or times prior to the Closing Date for which Owner, Tenant or Manager did not have adequate insurance on the date of Closing, or (C) subject to the limitations set forth herein, a breach of any representation or warranty made by Seller hereunder or in any certificate delivered by Seller hereunderDate, and (ii) the Purchaser and, if Purchaser is not CHLP, CHLP shall indemnify indemnify, defend and hold harmless the Seller and any partner, member, manager, officer, director, trustee, beneficiary, employee or agent of Seller (collectively, the “Seller Indemnitees”) from and against any and all obligations, claims, losses, damages, liabilities and expenses (including, without limitation, reasonable attorneys’ ' and accountants’ ' fees and disbursements) to the extent arising out of (Ax) events, contractual obligationsacts, acts or omissions of the Purchaser for which Purchaser did receive a credit at Closing in the full amount of such liability that occur in connection with the its ownership or operation of the Property on or from and after the Closing DateDate or obligations accruing from and after the Closing Date under any Contract (except to the extent of any adjustment made in respect of such Contract at Closing), (y) any material breach of a representation or warranty made by Purchaser and, if Purchaser is not CHLP, CHLP under Section 7 (and subject to the one year limitation period set forth therein), or (Bz) any claim against Seller for damage to property of others or injury to or death of any person or any claims for any debts or obligations of or against Seller and arising out of any event occurring on or about or in connection with the Property or any portion thereof on or thereof, at any time or times from and after the Closing Date, or (C) subject to the limitations set forth herein, a breach of any representation or warranty made by Purchaser hereunder or in any certificate delivered by Purchaser hereunder. The provisions of this Section 12.1 11.1 shall survive not apply to any liabilities or obligations with respect to hazardous substances, the Closing liabilities of the parties with respect thereto being governed by the representation and the termination warranty of this AgreementSeller set forth in Section 6.17.

Agreement to Indemnify. Subject to any express provisions of this Agreement to the contrary limitations set forth in Sections 9.1 (includingd) and 10.3-10.8, without limitationeach Seller (each, Section 2.5)an "INDEMNIFYING PERSON" and collectively, from the "INDEMNIFYING PERSONS") will severally, and after the Closingnot jointly, (i) Seller shall based on each such Seller's Pro Rata Share, indemnify and hold harmless Purchaser Buyer, the Group Companies and any partnertheir respective directors, memberofficers, manageragents, officerrepresentatives, directorshareholders and employees, trusteeand each Person, beneficiaryif any, employee who controls or agent of Purchaser may Control Buyer or the Group Companies (each, an "INDEMNIFIED PERSON" and collectively, the “Purchaser Indemnitees”"INDEMNIFIED PERSONS") from and against any and all obligationslosses, claims, lossescosts, damages, liabilitiesLiabilities and expenses, including reasonable attorneys' fees, other professionals' and experts' reasonable fees, and expenses court or arbitration costs (includingcollectively, without limitation"DAMAGES"), reasonable attorneys’ directly incurred, paid or accrued in connection with, resulting from or arising out of any breach of the Sellers' obligations under this Agreement, including (a) any failure of any Warranty of the Sellers in this Agreement to be true and accountants’ fees correct as of the Agreement Date and, as regards the Repeating Warranties, as of Closing as though such Warranty were made as of Closing (except for any such Warranties that, by their terms, speak only as of a specific date or dates), (b) any breach of or default in connection with any of the covenants or agreements made by any Seller in this Agreement, the Disclosure Letter or any certificate or document delivered pursuant to this Agreement; and disbursements(c) any Transaction Expenses paid or to be paid by the Company to the extent arising out not already deducted from the Purchase Price pursuant to the definition thereof. Damages shall be calculated as the Indemnified Person's direct loss (DKK for DKK or that other currency which may apply to the Damages) without regard to any method of calculation (AP/E, cash flow multiple or similar method) events used for the determination of the Purchase Price. The Damages shall be the net loss effectively sustained by the Indemnified Person less any benefits available to the Indemnified Person directly connected to the Damages, including but not limited to loss covered by insurance and the Tax benefit of a Tax deductible loss. Damages shall be calculated exclusive of any indirect or contractual obligationsconsequential loss. In addition, actsas stated in subsection 2.2(b)(iii), if the Net Amount calculated pursuant to such section is less than zero (0), such difference shall constitute indemnifiable Damages hereunder. Materiality, Material Adverse Effect, knowledge and similar standards or omissions qualifications in any representation, warranty or covenant shall only be taken into account in determining whether a breach of Owner or Tenant that occurred default in connection with the ownership such representation, warranty or operation of the Property prior to the Closing Date and for which Purchaser did not receive a credit at Closing in the full amount of such liability, covenant (B) any damage to property or injury to or death of any person occurring on or about or in connection with the Property or any portion thereof at any time or times prior to the Closing Date for which Owner, Tenant or Manager did not have adequate insurance on the date of Closing, or (C) subject to the limitations set forth herein, a breach failure of any representation or warranty made by Seller hereunder or in any certificate delivered by Seller hereunderto be true and correct) exists, and (ii) Purchaser shall indemnify and hold harmless Seller and any partner, member, manager, officer, director, trustee, beneficiary, employee or agent of Seller (collectively, not be reapplied in determining the “Seller Indemnitees”) from and against any and all obligations, claims, losses, damages, liabilities and expenses (including, without limitation, reasonable attorneys’ and accountants’ fees and disbursements) to the extent arising out of (A) events, contractual obligations, acts or omissions of Purchaser for which Purchaser did receive a credit at Closing in the full amount of any indemnifiable Damages with respect to such liability that occur in connection with the ownership breach, default or operation of the Property on or after the Closing Date, or (B) any damage failure to property or injury to or death of any person occurring on or about the Property or any portion thereof on or at any time or times after the Closing Date, or (C) subject to the limitations set forth herein, a breach of any representation or warranty made by Purchaser hereunder or in any certificate delivered by Purchaser hereunder. The provisions of this Section 12.1 shall survive the Closing be true and the termination of this Agreementcorrect.

Agreement to Indemnify. Subject Each Vendor (the "Indemnitors") agrees, ---------------------- severally and not jointly, to any express provisions of this Agreement to the contrary (including, without limitation, Section 2.5), from and after the Closing, (i) Seller shall indemnify and hold harmless the Purchaser and any partnerits affiliates, memberofficers, managerdirectors, officer, director, trustee, beneficiary, employee or agent of Purchaser employees and shareholders (collectively, the “"Purchaser Indemnitees”") from and harmless against any and all obligationslosses, claims, losses, damages, liabilitiescosts, and expenses or other liabilities (including, without limitation, including reasonable attorneys’ and accountants’ ' fees and disbursementsexpenses) to the extent arising out of (Acollectively, "Damages") events or contractual obligations, acts, or omissions of Owner or Tenant that occurred in connection with the ownership or operation of the Property prior to the Closing Date and for which Purchaser did not receive a credit at Closing in the full amount of such liability, resulting from (Bi) any damage to property breach of or injury to or death inaccuracy in any representations and warranties of any person occurring on or about or Indemnitor set forth in connection with the Property or any portion thereof at any time or times prior to the Closing Date for which Owner, Tenant or Manager did not have adequate insurance on the date of Closingthis Agreement, or (Cii) subject to the limitations set forth herein, a any breach or default by any Indemnitor of any representation covenant, obligation or warranty made by Seller hereunder other agreement of any Indemnitor under this Agreement or in any certificate delivered by Seller hereunder, and (ii) Purchaser shall indemnify and hold harmless Seller and any partner, member, manager, officer, director, trustee, beneficiary, employee or agent of Seller (collectively, under the “Seller Indemnitees”) from and against any and all obligations, claims, losses, damages, liabilities and expenses (including, without limitation, reasonable attorneys’ and accountants’ fees and disbursements) to the extent arising out of (A) events, contractual obligations, acts or omissions of Purchaser for which Purchaser did receive a credit at Closing in the full amount of such liability that occur in connection with the ownership or operation of the Property on or after the Closing DateRelated Agreements, or (Biii) any damage to property or injury to or death of liabilities associated with any person occurring on or about the Property or any portion thereof on or at any time or times after the Closing DateCompany, or (Civ) subject the execution, acknowledgement, and delivery to the limitations set forth hereinPurchaser of the General Assignment of Intellectual Property and Copyright Assignment (each, a "Purchaser Indemnified Claim"). Notwithstanding the foregoing, the several and not joint indemnity obligations of each Indemnitor shall be limited to (other than with respect to claims of the Purchaser Indemnitees against the Indemnitors, or any one of them, for fraud or willful breach or with respect to claims arising as a result of any representation or warranty made by Purchaser hereunder or Section 9.2(iii) for which the dollar amount of the indemnification shall be unlimited) the Indemnity Amount (as defined in any certificate delivered by Purchaser hereunderExhibit A attached hereto). The provisions of this Section 12.1 This indemnification shall survive the Closing for a --------- period ending on the date two (2) years from the Closing Date; provided, however, any Purchaser Indemnified Claim related to a breach of the representations and warranties set forth in Sections 4.4 (Tax) and shall survive for a period ending on the termination of this Agreementdate five (5) years from the Closing Date (the "Indemnity Termination Date").

Agreement to Indemnify. Subject to any express provisions of the limitations set forth in this Agreement to the contrary (includingArticle VIII, without limitationeach Seller shall, Section 2.5)jointly and severally, from and after the Closing, (i) Seller shall indemnify and hold harmless the Purchaser and any partnerits directors, memberofficers, manageragents, officerrepresentatives, directorshareholders and employees and each Person, trusteeif any, beneficiary, employee who controls or agent may control the Purchaser within the meaning of Purchaser the Securities Act (collectively, each of the foregoing being referred to individually as an “Purchaser IndemniteesIndemnified Person” and collectively as “Indemnified Persons”) from and against any and all obligationslosses, claims, lossesLiabilities, damages, liabilitiescosts and expenses, including costs of investigation and defense and reasonable fees and expenses of lawyers, experts and other professionals (includingcollectively, without limitation“Indemnifiable Damages”) directly or indirectly, reasonable attorneys’ and accountants’ fees and disbursements) whether or not due to the extent any third-party claim, arising out of of, resulting from or relating to (A) events or contractual obligations, acts, or omissions of Owner or Tenant that occurred in connection with the ownership or operation of the Property prior to the Closing Date and for which Purchaser did not receive a credit at Closing in the full amount of such liability, (Ba) any damage to property or injury to or death of any person occurring on or about or in connection with the Property or any portion thereof at any time or times prior to the Closing Date for which Owner, Tenant or Manager did not have adequate insurance on the date of Closing, or (C) subject to the limitations set forth herein, a breach failure of any representation or warranty made by any Seller hereunder in this Agreement or in the Seller Disclosure Letter (including any certificate delivered by exhibit or schedule to the Seller hereunder, and (ii) Purchaser shall indemnify and hold harmless Seller and any partner, member, manager, officer, director, trustee, beneficiary, employee or agent of Seller (collectively, the “Seller Indemnitees”) from and against any and all obligations, claims, losses, damages, liabilities and expenses (including, without limitation, reasonable attorneys’ and accountants’ fees and disbursementsDisclosure Letter) to be true and correct as of the extent arising out date of this Agreement and as of the Closing Date (A) events, contractual obligations, acts or omissions of Purchaser for which Purchaser did receive a credit at Closing except in the full amount case of representations and warranties which by their terms speak only as of a specific date or dates, which representations and warranties shall be true and correct as of such liability that occur in connection with the ownership or operation of the Property on or after the Closing Datedate), or (Bb) any damage to property or injury to or death failure of any person occurring on or about the Property or any portion thereof on or at any time or times after the Closing Datecertification, or (C) subject to the limitations set forth herein, a breach of any representation or warranty made by Purchaser hereunder or AMI, on behalf of itself and/or Grass, in any certificate delivered to the Purchaser pursuant to any provision of this Agreement to be true and correct as of the date such certificate is delivered to the Purchaser, (c) any breach of or default in connection with any of the covenants or agreements made by any Seller in this Agreement or the Seller Disclosure Letter (including any exhibit or schedule to the Seller Disclosure Letter), (d) any and all Employee Liabilities, (e) any Taxes of any Seller and any sales, use or other Taxes imposed on the sale of the Acquired Assets to the Purchaser hereunder. The provisions , (f) any noncompliance with any bulk sales, bulk transfer or similar laws applicable to the transactions contemplated hereby, (g) any Excluded Liabilities, and (h) any amount by which the Business Net Working Capital is lower than the lower of this Section 12.1 shall survive (A) $2,000,000 or (B) the Closing and amount of Business Net Working Capital reflected in the termination of this AgreementBusiness Net Working Capital Certificate.

Agreement to Indemnify. Subject to any express provisions of this Agreement Each Shareholder (each, an "Indemnifying Person" and collectively, the "Indemnifying Persons") will severally, and not jointly, based on each such Shareholder's Pro Rata Share (subject to the contrary (including, without limitation, limits in Section 2.59.3), from and after the Closing, (i) Seller shall indemnify and hold harmless Purchaser Omneon, the Surviving Corporation and any partnertheir respective directors, memberofficers, manageragents, officerrepresentatives, directorshareholders and employees, trusteeand each Person, beneficiaryif any, employee who controls or agent may control Omneon or the Surviving Corporation within the meaning of Purchaser the Securities Act or the Exchange Act (each, an "Indemnified Person" and collectively, the “Purchaser Indemnitees”"Indemnified Persons") from and against any and all obligationsclaims, claimsdemands, suits, actions, causes of action, losses, costs, damages, liabilitiesLiabilities and expenses, including reasonable attorneys' fees, other professionals' and experts' reasonable fees, and expenses court or arbitration costs (includingcollectively, without limitation"Damages"), reasonable attorneys’ and accountants’ fees and disbursementsdirectly or indirectly incurred, paid or accrued (in accordance with U.S. GAAP) to the extent in connection with, resulting from or arising out of of: (A) events or contractual obligations, acts, or omissions of Owner or Tenant that occurred in connection with the ownership or operation of the Property prior to the Closing Date and for which Purchaser did not receive a credit at Closing in the full amount of such liability, (Ba) any damage to property or injury to or death of any person occurring on or about or in connection with the Property or any portion thereof at any time or times prior to the Closing Date for which Owner, Tenant or Manager did not have adequate insurance on the date of Closing, or (C) subject to the limitations set forth herein, a breach failure of any representation or warranty given or made by Seller hereunder an Employee Shareholder under Article IV or in the Company Disclosure Schedule or any certificate or document delivered by Seller hereunder, pursuant to this Agreement to be true and (ii) Purchaser shall indemnify and hold harmless Seller and any partner, member, manager, officer, director, trustee, beneficiary, employee or agent of Seller (collectively, the “Seller Indemnitees”) from and against any and all obligations, claims, losses, damages, liabilities and expenses (including, without limitation, reasonable attorneys’ and accountants’ fees and disbursements) to the extent arising out of (A) events, contractual obligations, acts or omissions of Purchaser for which Purchaser did receive a credit at Closing in the full amount of such liability that occur in connection with the ownership or operation correct as of the Property on Agreement Date and as of the Closing Date (as though such representation or after warranty were made as of the Closing Date, and except for any such representations and warranties that, by their terms, speak only as of a specific date or dates), (Bb) any damage to property breach of or injury to default in connection with any of the covenants or death of any person occurring on or about agreements made by the Property Company in this Agreement, the Company Disclosure Schedule or any portion thereof on certificate or at document delivered pursuant to this Agreement, (c) any time amount of Transaction Expenses or times after Company Net Assets Adjustment to the Closing Dateextent not already deducted from the Contribution Value pursuant to the definition thereof, or (Cd) subject any Claim with respect to the limitations set forth herein, a breach of any representation or warranty made by Purchaser hereunder or in any certificate delivered by Purchaser hereunder. The provisions of this Section 12.1 shall survive the Closing and the termination of this AgreementCompany Options.

Agreement to Indemnify. (a) Subject to any express provisions of this Agreement to the contrary (including, without limitation, Section 2.5)contrary, from and after the Closing, (i) the Seller and MI shall indemnify indemnify, defend and hold harmless Purchaser and any partner, member, manager, officer, director, trustee, beneficiary, employee or agent of the Purchaser (collectivelywhich term, the “Purchaser Indemnitees”for purposes of this Section 11.1, shall include, as to matters arising out of clause (y) below, CHP) from and against any and all obligations, claims, losses, damages, liabilities, and expenses (including, without limitation, reasonable attorneys’ ' and accountants’ ' fees and disbursements) to the extent arising out of (Av) events any termination of employment of employees at the Property prior to or contractual obligationsupon the Closing resulting from the termination of employment of such employees by Owner or its operator and/or the failure of Tenant to hire such employees (including, without limitation, severance pay, wrongful discharge claims, and claims and/or fines under federal, state or local statutes or regulations, including without limitation the Worker Adjustment and Retraining Notification Act), (w) the employment of such individuals prior to the Closing Date, including, without limitation, employment-related claims; COBRA-related claims; disability claims; vacation; sick leave; wages; salaries; payments due (or allocable) to any medical, pension, and health and welfare plans, and any other employee benefit plan established for the employees at the Property; and employee-related tax obligations such as, but not limited to, social security and unemployment taxes accrued as of the Closing Date, (x) events, acts, or omissions of the Owner or Tenant that occurred in connection with the its ownership or operation of the Property prior to the Closing Date and for which Purchaser did not receive a credit or obligations accruing prior to the Closing Date under any Contract of Owner (except to the extent of any adjustment made in respect of such Contract at Closing and except to the extent provided for in the full amount of such liabilitySection 13), (By) any material breach of a representation or warranty made by Seller and MI (and CBM, as applicable) under Section 6 (as such representations and warranties may be modified pursuant to said Section 6 and subject to the one-year limitation period set forth therein), or (z) any claim against Owner or Purchaser for damage to property of others or injury to or death of any person or any debts or obligations of or against Owner and arising out of any event occurring on or about or in connection with the Property or any portion thereof thereof, at any time or times prior to the Closing Date for which Owner, Tenant or Manager did not have adequate insurance on the date of Closing, or (C) subject to the limitations set forth herein, a breach of any representation or warranty made by Seller hereunder or in any certificate delivered by Seller hereunderDate, and (ii) the Purchaser and, if Purchaser is not CHLP, CHLP shall indemnify indemnify, defend and hold harmless Seller and any partner, member, manager, officer, director, trustee, beneficiary, employee or agent of the Seller (collectivelywhich term, for the “Seller Indemnitees”purposes of this Section 11.1, shall include MI and, as to any matters arising out of clause (y) below, CBM) from and against any and all obligations, claims, losses, damages, liabilities and expenses (including, without limitation, reasonable attorneys’ ' and accountants’ ' fees and disbursements) to the extent arising out of (Ax) events, contractual obligationsacts, acts or omissions of Purchaser for which Purchaser did receive a credit at Closing in the full amount of such liability Owner that occur in connection with the its ownership or operation of the Property on or from and after the Closing DateDate or obligations accruing from and after the Closing Date under any Contract of Owner (except to the extent of any adjustment made in respect of such Contract at Closing and except to the extent of CBM's obligation as a Member of Owner to fund cash needs of Owner arising from and after Closing pursuant to the Amended and Restated Operating Agreement), (y) any material breach of a representation or warranty made by Purchaser and, if Purchaser is not CHLP, CHLP under Section 7 (and subject to the one year limitation period set forth therein), or (Bz) any claim against Owner or Seller for damage to property of others or injury to or death of any person or any claims for any debts or obligations of or against Owner and arising out of any event occurring on or about or in connection with the Property or any portion thereof on or thereof, at any time or times from and after the Closing Date, or (C) subject to the limitations set forth herein, a breach of any representation or warranty made by Purchaser hereunder or in any certificate delivered by Purchaser hereunder. The provisions of this Section 12.1 11.1 shall survive not apply to any liabilities or obligations with respect to hazardous substances, the Closing liabilities of the parties with respect thereto being governed by the representation and the termination warranty of this AgreementSeller set forth in Section 6.17.

Agreement to Indemnify. Subject to any express provisions of this Agreement to the contrary (including, without limitation, Section 2.5), from a) From and after the Closing, (i) Parent and Seller shall jointly and severally indemnify and hold harmless Purchaser Buyer and any partnerits Affiliates (including the Company), memberand each of their respective officers, managerdirectors, officeremployees, directormembers, trusteedirect and indirect stockholders, beneficiarypartners, employee or agent of Purchaser agents and representatives (collectively, the each hereinafter referred to individually as an “Purchaser IndemniteesBuyer Indemnified Person” and collectively as “Buyer Indemnified Persons”) from and against any and all obligationsdamages, claimsjudgments, settlements, losses, damages, liabilities, fees, costs, taxes, payments, penalties, interest, fines and expenses (includingincluding costs of investigation, without limitationdefense and settlement, reasonable attorneys’ and accountants’ fees and disbursementsother professionals’ and experts’ fees, and court, arbitrator or mediator costs (including such fees and costs incurred in connection with enforcing the provisions of this Article 12)) (hereinafter collectively referred to the extent as “Damages”) based upon, relating to, arising out of (A) events or contractual obligations, acts, or omissions of Owner or Tenant that occurred in connection with the ownership or operation resulting from any of the Property prior to following (the Closing Date and for which Purchaser did not receive a credit at Closing in the full amount of such liability, (B) “Buyer Indemnifiable Matters”): any damage to property breach or injury to or death of any person occurring on or about or in connection with the Property or any portion thereof at any time or times prior to the Closing Date for which Owner, Tenant or Manager did not have adequate insurance on the date of Closing, or (C) subject to the limitations set forth herein, a breach inaccuracy of any representation or warranty made by Parent or Seller hereunder in this Agreement other than Seller Fundamental Representations; any breach of or default in connection with any certificate delivered of the covenants or agreements made by Parent or Seller hereunder, and in this Agreement; any breach or inaccuracy of any Seller Fundamental Representations; Excluded Taxes (ii) Purchaser shall indemnify and hold harmless Seller and any partner, member, manager, officer, director, trustee, beneficiary, employee or agent of Seller (collectively, the “Seller Indemnitees”) from and against any and all obligations, claims, losses, damages, liabilities and expenses (including, without limitation, reasonable attorneys’ and accountants’ fees and disbursements) to the extent arising out that such Damages in respect of Excluded Taxes did not arise or result solely from Buyer’s failure to be in compliance with any covenant or agreement in Section 2.3); unpaid transaction expenses of the Seller or the Company (A) events“Unpaid Seller Expenses”); any Company Closing Debt; any costs, contractual obligationsexpenses, acts taxes, penalties or omissions of Purchaser for which Purchaser did receive a credit at Closing in the full amount of such liability that occur any losses whatsoever incurred in connection with the ownership distribution of Excess Closing Cash as described in Section 6.10(d) (the “Cash Distribution”); that certain Corporate Supply Agreement by and between Sigma Designs, Inc. and Arris Enterprises, Inc., dated December 16, 2013 (the “Arris Agreement”); and any fraud, intentional misrepresentation, or operation Willful Breach by or on behalf of the Property on Parent or after the Closing Date, or (B) any damage to property or injury to or death of any person occurring on or about the Property or any portion thereof on or at any time or times after the Closing Date, or (C) subject to the limitations set forth herein, a breach of any representation or warranty made by Purchaser hereunder or in any certificate delivered by Purchaser hereunder. The provisions of this Section 12.1 shall survive the Closing and the termination of this AgreementSeller.

Agreement to Indemnify. Subject to any express provisions of this Agreement to the contrary (including, without limitation, Section 2.5), from a) From and after the Closing, Closing Date (i) Seller MI shall indemnify indemnify, defend and hold harmless Purchaser and any partner, member, manager, officer, director, trustee, beneficiary, employee or agent of Purchaser (collectively, the “Purchaser Indemnitees”) Tenant from and against any and all obligations, claims, losses, damages, liabilities, and expenses (including, without limitation, reasonable attorneys’ ' and accountants’ ' fees and disbursements) to the extent arising out of (Av) events any termination of employment of employees at the Property prior to or contractual obligationsupon the Closing Date resulting from the termination of employment of such employees by Sellers, Sellers' Affiliate or their respective operator and/or the failure of the Operator to hire such employees (including, without limitation, severance pay, wrongful discharge claims, and claims and/or fines under Federal, state or local statutes or regulations, including, without limitation, the Worker Adjustment and Retraining Notification Act), (w) the employment of such individuals prior to the Closing Date, including, without limitation, employment-related claims; COBRA-related claims; disability claims; vacation; sick leave; wages; salaries; payments due (or allocable) to any medical, pension, and health and welfare plans, and any other employee benefit plan established for the employees at each Property; and employee-related tax obligations such as, but not limited to, social security and unemployment taxes accrued as of the Closing Date, (x) events, acts, or omissions of Owner or Tenant Sellers that occurred in connection with the their respective ownership or operation of the each Property prior to the Closing Date and for or obligations accruing prior to the Closing Date under any Contract of Sellers (except to the extent of any adjustment made in respect of such Contract at the Closing ), (y) any material breach of a representation or warranty made by MI, on its behalf or any of the Owners under Section 6 of which Purchaser or Tenant did not receive a credit at Closing in the full amount have knowledge of such liabilitybreach prior to or on the Closing Date (as such representations and warranties may be modified pursuant to said Section 6 and subject to the twelve (12) month limitation period set forth therein, if applicable), or (Bz) any claim against Purchaser or Tenant for damage to property of others or injury to or death of any person or any debts or obligations of or against Sellers and arising out of any event occurring on or about or in connection with the any Property or any portion thereof thereof, at any time or times prior to the Closing Date for which OwnerDate, Tenant or Manager did not have adequate insurance on the date of Closing, or (C) subject to the limitations set forth herein, a breach of any representation or warranty made by Seller hereunder or in any certificate delivered by Seller hereunder, and (ii) Purchaser or the Orland Park Owner, as applicable, shall indemnify indemnify, defend and hold harmless Seller Sellers, MI and any partner, member, manager, officer, director, trustee, beneficiary, employee or agent of Seller (collectively, the “Seller Indemnitees”) Tenant from and against any and all obligations, claims, losses, damages, liabilities and expenses (including, without limitation, reasonable attorneys’ ' and accountants’ ' fees and disbursements) to the extent arising out of (Ax) events, contractual obligationsacts, acts or omissions of Purchaser for which Purchaser did receive a credit at Closing in or the full amount of such liability Orland Park Owner, as applicable, that occur in connection with the its ownership or operation of the each Property on or from and after the Closing DateDate or obligations accruing from and after the Closing Date under any Contract of Sellers (or any Contract of the Operator executed on behalf of Sellers) (except to the extent of any adjustment made in respect of such Contract at the Closing ), provided that any provision of any Lease, Operating Agreement or Owner Agreement that applies to such event, act or omission shall take precedence over the indemnity provided for in this clause (x), or (By) any damage to property or injury to or death of any person occurring on or about the Property or any portion thereof on or at any time or times after the Closing Date, or (C) subject to the limitations set forth herein, a material breach of any a representation or warranty made by Purchaser hereunder or in the Orland Park Owner, as applicable, under Section 7 as such representations and warranties may be modified pursuant to said Section 7 (and subject to the twelve (12) month limitation period set forth therein); and (iii) the Tenant shall indemnify, defend and hold harmless MI, Sellers, the Orland Park Owner and Purchaser from and against any certificate delivered and all obligations, claims, losses, damages, liabilities and expenses (including, without limitation, reasonable attorneys' and accountants' fees and disbursements) arising out of any material breach of a representation or warranty made by Purchaser hereunder. The provisions of this Tenant under Section 12.1 shall survive 7A (subject to the Closing and the termination of this Agreementtwelve (12) month limitation period set forth therein).

Agreement to Indemnify. Subject to any express (a) Each Company Holder will severally, and not jointly, based on each Company Holder’s Pro Rata Share and in accordance with the provisions of this Agreement to the contrary (includingArticle 11, without limitation, Section 2.5), from and after the Closing, (i) Seller shall indemnify and hold harmless Purchaser and any partner, member, manager, officer, director, trustee, beneficiary, employee or agent of Purchaser each Indemnified Person (collectively, the “Purchaser Indemnitees”as defined below) from and against any and all obligationsDamages (as defined below) directly or indirectly incurred, claims, losses, damages, liabilities, and expenses (including, without limitation, reasonable attorneys’ and accountants’ fees and disbursements) to the extent arising out of (A) events paid or contractual obligations, acts, or omissions of Owner or Tenant that occurred accrued by an Indemnified Person in connection with the ownership or operation resulting from or arising out of: (i) any inaccuracy, misrepresentation, breach of, or default in, any of the Property prior to representations, warranties or covenants given or made by Company in this Agreement, the Closing Date and for which Purchaser did not receive a credit at Closing in the full amount of such liability, (B) any damage to property or injury to or death of any person occurring on or about Company Disclosure Letter or in connection with the Property or any portion thereof at any time or times prior to the Closing Date for which Owner, Tenant or Manager did not have adequate insurance on the date of Closing, or (C) subject to the limitations set forth herein, a breach of any representation or warranty made by Seller hereunder Company Ancillary Agreement or in any certificate delivered by Seller hereunder, and (ii) Purchaser shall indemnify and hold harmless Seller and any partner, member, manager, officer, director, trustee, beneficiary, employee or agent on behalf of Seller (collectively, the “Seller Indemnitees”) from and against any and all obligations, claims, losses, damages, liabilities and expenses (including, without limitation, reasonable attorneys’ and accountants’ fees and disbursements) Company hereunder at or prior to the extent arising out of (A) events, contractual obligations, acts or omissions of Purchaser for which Purchaser did receive a credit at Closing in the full amount of such liability that occur in connection with the ownership or operation of the Property on or after the Closing Date, (ii) any payments paid with respect to Dissenting Shares pursuant to Section 7.3 to the extent that such payments, in the aggregate, exceed the value of all cash and shares of Acquirer Common Stock (valued at the Acquirer Share Price) otherwise issuable pursuant to Section 2.2(b) upon conversion of such Dissenting Shares, (iii) any Company Expenses (to the extent not previously deducted to compute the Aggregate Consideration Amount) or (Biv) any damage Excess Executive Bonuses (to property the extent not previously deducted to compute the Aggregate Consideration Amount). For purposes of this Agreement, each of Acquirer, the Surviving Corporation and their respective officers, directors, agents, representatives, stockholders and employees, and each Person, if any, who controls or injury may control Acquirer or the Surviving Corporation within the meaning of the Securities Act or the Exchange Act shall each hereinafter referred to individually as an “Indemnified Person” and collectively as “Indemnified Persons”. For purposes of this Agreement, “Damages” shall mean any and all claims, demands, suits, actions, causes of actions, losses, costs, damages, Liabilities and expenses, including reasonable attorneys’ fees, other professionals’ and experts’ reasonable fees, and court or death arbitration costs of any person occurring on or about the Property or any portion thereof on or at any time or times after the Closing Date, or (C) subject Indemnified Person incurred pursuant to the limitations set forth herein, a breach of any representation or warranty made by Purchaser hereunder or in any certificate delivered by Purchaser hereunder. The provisions first sentence of this Section 12.1 11.2(a). Notwithstanding the foregoing, consequential damages and losses or damages arising from lost profits or diminution in value shall survive only be considered “Damages” to the Closing and extent that such consequential damages or losses or damages arising from lost profits or diminution in value relate to Claims arising from events which cause Acquirer or the Surviving Entity to suspend or terminate conducting business in a Company business line (i.e., Xxxxxx or Cliqbook) for 30 days or more, where, for such purposes, suspension or termination of business for 50% or more of a business line (i.e., Xxxxxx or Cliqbook) shall be considered suspension or termination of such business line; provided, that consequential damages or losses or damages arising from lost profits or diminution in value during the initial 30-day period shall be “Damages” that are subject to indemnification. For purposes of clarity, irrespective of the foregoing sentence, third party consequential damages for which Acquirer or the Surviving Entity are or become liable shall be considered “Damages” for purposes of this AgreementArticle 11.

Agreement to Indemnify. Subject to any express provisions the terms and conditions of this Agreement Section, the Company hereby agrees, to the contrary (includingindemnify, without limitation, Section 2.5), from and after the Closing, (i) Seller shall indemnify defend and hold the Shareholders harmless Purchaser and any partner, member, manager, officer, director, trustee, beneficiary, employee or agent of Purchaser (collectively, the “Purchaser Indemnitees”) from and against any and all obligationsdemands, claims, actions or causes of action, assessments, losses, damages, liabilities, costs and expenses (includingexpenses, including without limitation, interest, penalties, court costs and reasonable attorneys’ ' fees (including paralegal and accountants’ law clerk fees and disbursementsother legal expenses and costs) to and expenses, asserted against, relating to, imposed upon or incurred by the extent arising out Shareholders by reason of (A) events or contractual obligations, acts, or omissions of Owner or Tenant that occurred in connection with the ownership or operation of the Property prior to the Closing Date and for which Purchaser did not receive a credit at Closing in the full amount of such liability, (B) any damage to property or injury to or death of any person occurring on or about or in connection with the Property or any portion thereof at any time or times prior to the Closing Date for which Owner, Tenant or Manager did not have adequate insurance on the date of Closing, or (C) subject to the limitations set forth herein, resulting from a breach of (i) any agreement set forth in this Agreement by the Company or (ii) any representation or warranty given by the Company contained in or made by Seller hereunder pursuant to this Agreement, or (iii) any liability of the Company Group existing, accruing or arising on or before the Closing Date; provided that, in any certificate delivered by Seller hereunder, and the case of clause (ii), notice of such breach of representation or warranty is given to the Company within two years of the Closing Date, except with respect to the representations and warranties contained in Sections 4(a) Purchaser through 4(d), 4(k) and 4(l), which shall indemnify survive without limitation. Subject to the terms and conditions of this Section, each of Gamma and the Shareholders hereby agrees, severally and not jointly, to indemnify, defend and hold the Company harmless Seller and any partner, member, manager, officer, director, trustee, beneficiary, employee or agent of Seller (collectively, the “Seller Indemnitees”) from and against any and all obligationsdemands, claims, actions or causes of action, assessments, losses, damages, liabilities liabilities, costs and expenses (includingexpenses, including without limitation, interest, penalties, court costs and reasonable attorneys’ ' fees (including paralegal and accountants’ law clerk fees and disbursementsother legal expenses and costs) to and expenses, asserted against, relating to, imposed upon or incurred by the extent arising out Company by reason of or resulting from a breach of (Ai) eventsany agreement set forth in this Agreement by Gamma or such Shareholder, contractual obligationsor (ii) any representation or warranty given by Gamma or such Shareholder contained in or made pursuant to this Agreement, acts or omissions of Purchaser for which Purchaser did receive a credit at Closing in the full amount provided that notice of such liability that occur in connection with breach of representation or warranty is given to Gamma or the ownership or operation Shareholder within two years of the Property on or after the Closing Date, or (B) any damage to property or injury to or death of any person occurring on or about the Property or any portion thereof on or at any time or times after the Closing Date, or (C) subject except with respect to the limitations set forth hereinrepresentations and warranties contained in Sections 2(a) - 2(b), a breach of any representation or warranty made by Purchaser hereunder or in any certificate delivered by Purchaser hereunder. The provisions of this Section 12.1 3(a) and 3(b), which shall survive without limitation. All of the Closing foregoing are hereinafter collectively referred to as "CLAIMS" and the termination of this Agreementsingularly as a "CLAIM."

Agreement to Indemnify. (a) Subject to any express provisions of this Agreement to the contrary (includinglimitations provided herein, without limitation, Section 2.5), from Sellers shall jointly and after the Closing, (i) Seller shall severally indemnify and hold harmless Purchaser the Buyer and any partner, member, manager, officer, director, trustee, beneficiary, employee or agent of Purchaser its Affiliates (collectively, the “Purchaser Buyer Indemnitees”) from and against any and all obligations, claims, losses, damages, liabilities, and expenses (including, without limitation, reasonable attorneys’ and accountants’ fees and disbursements) to the extent arising out set forth in this Article IX in respect of any Losses reasonably and proximately incurred by Buyer Indemnitees as a result of (A) events or contractual obligations, acts, or omissions of Owner or Tenant that occurred in connection with the ownership or operation of the Property prior to the Closing Date and for which Purchaser did not receive a credit at Closing in the full amount of such liability, (Bi) any damage to property inaccuracy or injury to or death of any person occurring on or about or misrepresentation in connection with the Property or any portion thereof at any time or times prior to the Closing Date for which Owner, Tenant or Manager did not have adequate insurance on the date of Closing, or (C) subject to the limitations set forth herein, a breach of any representation or warranty of MTC or Sellers made by Seller hereunder herein or any breach of or failure to perform any covenant, agreement or obligation of MTC or Sellers in this Agreement or any agreement, document or certificate delivered by Seller hereunder; provided, and however, that Sellers shall have no liability on account of this Section 9.1(a)(i) with respect to any claim relating to any events, facts or circumstances of which the Buyer had Knowledge on or before the Closing Date (except in the case of any claim relating to any Taxes in which case Sellers shall have liability on account of this Section 9.1(a)(i) whether or not Buyer has Knowledge of any events, facts or circumstances with respect to such claim); (ii) Purchaser shall indemnify and hold harmless Seller and any partnerfederal or state income Taxes incurred by MTC or its Subsidiaries caused by or resulting from the sale of the Shares, member, manager, officer, director, trustee, beneficiary, employee or agent of Seller (collectively, the “Seller Indemnitees”) from and against any and all obligations, claims, losses, damages, liabilities and expenses (including, without limitation, reasonable attorneys’ and accountants’ fees and disbursements) except to the extent arising out such Taxes are accrued as a liability for purposes of (A) events, contractual obligations, acts calculating either the Closing Working Capital Value or omissions of Purchaser for which Purchaser did receive a credit at Closing in the full amount of such liability that occur in connection with the ownership or operation Net Income Tax Liabilities as of the Property Closing Date; (iii) any Taxes imposed on or after relating to MTC or any of its Subsidiaries for any Pre-Closing Period, except to the extent such Taxes are accrued as a liability for purposes of calculating either the Closing Working Capital Value or Net Income Tax Liabilities as of the Closing Date, or and (Biv) any damage Liabilities of MTC unrelated to property or injury to or death its ownership of any person occurring on or about the Property or any portion thereof on or at any time or times after the Closing Date, or (C) subject to the limitations set forth herein, a breach of any representation or warranty made by Purchaser hereunder or in any certificate delivered by Purchaser hereunder. The provisions of this Section 12.1 shall survive the Closing and the termination of this AgreementOxy-Dry.

Agreement to Indemnify. Subject to any express provisions of this Agreement to the contrary (including, without limitation, Section 2.5), from a) From and after the Closing, Applicable Closing Date (i) Seller Sellers and MI shall indemnify jointly and severally indemnify, defend and hold harmless Purchaser and any partner, member, manager, officer, director, trustee, beneficiary, employee or agent of Purchaser (collectively, the “Purchaser Indemnitees”) Tenant from and against any and all obligations, claims, losses, damages, liabilities, and expenses (including, without limitation, reasonable attorneys’ ' and accountants’ ' fees and disbursements) to the extent arising out of (Av) events any termination of employment of employees at the Property prior to or contractual obligationsupon the Applicable Closing Date resulting from the termination of employment of such employees by Sellers, Sellers' Affiliate or their respective operator and/or the failure of the Operator to hire such employees (including, without limitation, severance pay, wrongful discharge claims, and claims and/or fines under Federal, state or local statutes or regulations, including, without limitation, the Worker Adjustment and Retraining Notification Act), (w) the employment of such individuals prior to the Applicable Closing Date, including, without limitation, employment-related claims; COBRA-related claims; disability claims; vacation; sick leave; wages; salaries; payments due (or allocable) to any medical, pension, and health and welfare plans, and any other employee benefit plan established for the employees at each Property; and employee-related tax obligations such as, but not limited to, social security and unemployment taxes accrued as of the Applicable Closing Date, (x) events, acts, or omissions of Owner or Tenant Sellers that occurred in connection with the their respective ownership or operation of the each Property prior to the Applicable Closing Date or obligations accruing prior to the Applicable Closing Date under any Contract of Sellers (except to the extent of any adjustment made in respect of such Contract at the Applicable Closing), (y) any material breach of a representation or warranty made by Sellers and for MI under Section 6 of which Purchaser or Tenant did not receive a credit at Closing in the full amount have knowledge of such liabilitybreach prior to or on the Applicable Closing Date (as such representations and warranties may be modified pursuant to said Section 6 and subject to the one (1) year limitation period set forth therein, if applicable), or (Bz) any claim against Purchaser or Tenant for damage to property of others or injury to or death of any person or any debts or obligations of or against Sellers and arising out of any event occurring on or about or in connection with the any Property or any portion thereof thereof, at any time or times prior to the Applicable Closing Date for which OwnerDate, Tenant or Manager did not have adequate insurance on the date of Closing, or (C) subject to the limitations set forth herein, a breach of any representation or warranty made by Seller hereunder or in any certificate delivered by Seller hereunder, and (ii) Purchaser shall indemnify indemnify, defend and hold harmless Seller Sellers, MI and any partner, member, manager, officer, director, trustee, beneficiary, employee or agent of Seller (collectively, the “Seller Indemnitees”) Tenant from and against any and all obligations, claims, losses, damages, liabilities and expenses (including, without limitation, reasonable attorneys’ ' and accountants’ ' fees and disbursements) to the extent arising out of (Ax) events, contractual obligationsacts, acts or omissions of Purchaser for which Purchaser did receive a credit at Closing in the full amount of such liability that occur in connection with the its ownership or operation of the each Property on or from and after the Applicable Closing DateDate or obligations accruing from and after the Applicable Closing Date under any Contract of Sellers (or any Contract of the Operator executed on behalf of Sellers) (except to the extent of any adjustment made in respect of such Contract at the Applicable Closing), provided that any provision of any Lease, Operating Agreement or Owner Agreement that applies to such event, act or omission shall take precedence over the indemnity provided for in this clause (x), or (By) any damage to property or injury to or death of any person occurring on or about the Property or any portion thereof on or at any time or times after the Closing Date, or (C) subject to the limitations set forth herein, a material breach of any a representation or warranty made by Purchaser hereunder under Section 7 as such representations and warranties may be modified pursuant to said Section 7 (and subject to the one (1) year limitation period set forth therein); and (iii) the Tenant shall indemnify, defend and hold harmless MI, Sellers and Purchaser from and against any and all obligations, claims, losses, damages, liabilities and expenses (including, without limitation, reasonable attorneys' and accountants' fees and disbursements) arising out of any material breach of a representation or in any certificate delivered warranty made by Purchaser hereunder. The provisions of this Tenant under Section 12.1 shall survive 7A (subject to the Closing and the termination of this Agreementone (1) year limitation period set forth therein).

Agreement to Indemnify. Subject to the terms an conditions of this Section, the Purchaser and the Company hereby agrees for a period of two (2) years to indemnify, defend and hold each other harmless from an against all demands, claims, actions or causes of action, assessments, 1088s, damages, liabilities, costs and expenses, including without limitation, interest, penalties, court costs and reasonable attorneys fees (including paralegal and law clerk fees and other legal expenses and costs) and expenses, asserted against relating to, imposed upon or incurred by the Company or the Purchaser by reason of or resulting from a breach of (i) any express provisions of representation or warranty given by the Purchaser or Company contained in or made pursuant to this Agreement, or (ii) any provision set forth in this Agreement to be performed by the contrary (includingPurchaser or Company or the Purchaser's or Company's Representatives. Subject to the terms and conditions of this Section, without limitationthe Company and the Purchaser herby agree to indemnify, Section 2.5), from and after the Closing, (i) Seller shall indemnify defend and hold each other harmless Purchaser and any partner, member, manager, officer, director, trustee, beneficiary, employee or agent of Purchaser (collectively, the “Purchaser Indemnitees”) from and against any and all obligations1 demands, claims, actions or causes of action, assessments, losses, damages, liabilities, costs and expenses (includingexpenses, including without limitation, interest, penalties, co costs and reasonable attorneys’ ' fees (including paralegal and accountants’ law clerk fees an other legal expenses and disbursementscosts) to and expenses, asserted against, relating to, imposed upon or incurred by the extent arising out Company or the Purchaser by reason of (A) events or contractual obligations, acts, or omissions of Owner or Tenant that occurred in connection with the ownership or operation of the Property prior to the Closing Date and for which Purchaser did not receive a credit at Closing in the full amount of such liability, (B) any damage to property or injury to or death of any person occurring on or about or in connection with the Property or any portion thereof at any time or times prior to the Closing Date for which Owner, Tenant or Manager did not have adequate insurance on the date of Closing, or (C) subject to the limitations set forth herein, resulting from a breach of (i) any representation or warranty given by the Company or e Purchaser contained in or made by Seller hereunder pursuant to this Agreement, or in any certificate delivered by Seller hereunder, and (ii) Purchaser shall indemnify and hold harmless Seller and any partner, member, manager, officer, director, trustee, beneficiary, employee or agent of Seller (collectivelyprovision set forth in this Agreement to be performed by the Purchaser, the “Seller Indemnitees”) from and against any and all obligations, claims, losses, damages, liabilities and expenses (including, without limitation, reasonable attorneys’ and accountants’ fees and disbursements) to the extent arising out of (A) events, contractual obligations, acts Company or omissions of Purchaser for which Purchaser did receive a credit at Closing in the full amount of such liability that occur in connection with the ownership or operation e Company Representatives. All of the Property on or after the Closing Date, or (B) any damage foregoing are hereinafter collectively referred to property or injury to or death of any person occurring on or about the Property or any portion thereof on or at any time or times after the Closing Date, or (C) subject to the limitations set forth herein, as “Claims” and singularly as a breach of any representation or warranty made by Purchaser hereunder or in any certificate delivered by Purchaser hereunder. The provisions of this Section 12.1 shall survive the Closing and the termination of this Agreement"Claim."

Agreement to Indemnify. Subject to any express provisions of this Agreement to the contrary (includinga) Each Company Stockholder will severally, without limitationand not jointly, Section 2.5)based on each Company Stockholder’s Pro Rata Share, from and after the Closing, (i) Seller shall indemnify and hold harmless Purchaser Acquirer, the Surviving Corporation and any partnertheir respective directors, memberofficers, manageragents, officerrepresentatives, directorand employees, trusteeand each Person, beneficiaryif any, employee who controls or agent may control Acquirer or the Surviving Corporation within the meaning of Purchaser the Securities Act or the Exchange Act (each, an “Indemnified Person” and, collectively, the “Purchaser IndemniteesIndemnified Persons”) ), from and against any and all obligationsclaims, claimsdemands, suits, actions, causes of actions, losses, costs, damages, liabilitiesLiabilities and expenses, and expenses (including, without limitation, including reasonable attorneys’ fees, other professionals’ and accountantsexperts’ fees reasonable fees, and disbursements) to the extent court or arbitration costs (collectively, “Damages”), directly or indirectly arising out of (A) events or contractual obligationsof, acts, or omissions of Owner or Tenant that occurred in connection with the ownership or operation of the Property prior to the Closing Date and for which Purchaser did not receive a credit at Closing in the full amount of such liability, (B) any damage to property or injury to or death of any person occurring on or about resulting from or in connection with the Property with: (i) any inaccuracy, misrepresentation or any portion thereof at any time or times prior to the Closing Date for which Owner, Tenant or Manager did not have adequate insurance on the date of Closingdefault in, or (C) subject to breach of, any of the limitations set forth herein, a breach of any representation representations or warranty warranties given or made by Seller hereunder Company in this Agreement, the Company Disclosure Letter or in any certificate delivered by Seller hereunderor on behalf of Company or an officer of Company pursuant hereto, and including Special Losses; (ii) Purchaser shall indemnify and hold harmless Seller and any partnerinaccuracy in the Net Working Capital Certificate or the Spreadsheet; (iii) any default in, memberor breach of, managerany of the covenants made by Company in this Agreement or any agreement, officer, director, trustee, beneficiary, employee certificate or agent document delivered by or on behalf of Seller Company or an officer of Company pursuant hereto; (collectively, the “Seller Indemnitees”iv) from and against any and all obligations, claims, losses, damages, liabilities and expenses unpaid Transaction Expenses; or (including, without limitation, reasonable attorneys’ and accountants’ fees and disbursementsv) any payments paid with respect to Dissenting Shares pursuant to Section 6.3 to the extent arising out of (A) eventsthat such payments, contractual obligations, acts or omissions of Purchaser for which Purchaser did receive a credit at Closing in the full aggregate, exceed the value of all cash otherwise issuable pursuant to Section 2.2(b) upon conversion of such Dissenting Shares. In determining the amount of any Damages in respect of any inaccuracy, misrepresentation or default in, or breach of, any representation, warranty or covenant, any materiality standard or qualification contained in such liability that occur in connection with the ownership representation or operation warranty shall be disregarded. Any indemnification obligation of the Property on Company Stockholders relating to breaches of the representations and warranties of Company contained in Section 3.8 (Taxes) or any default in, or breach of, any of the covenants made by Company in Section 8.19 (Tax Documents) will not take into account any potential value of Tax Attributes of the Company that are carried forward to periods ending after the Closing Date, or (B) any damage to property or injury to or death of any person occurring on or about the Property or any portion thereof on or at any time or times after the Closing Date, or (C) subject to the limitations set forth herein, a breach of any representation or warranty made by Purchaser hereunder or in any certificate delivered by Purchaser hereunder. The provisions of this Section 12.1 shall survive the Closing and the termination of this Agreement.

Agreement to Indemnify. Subject (a) Upon the terms and subject to any express provisions the conditions of this Agreement to the contrary (includingAgreement, without limitation, Section 2.5), from and after the Closing, (i) Seller Ralin shall indemnify and hold harmless Purchaser Sabratek and any partnerits subsidiaries and their respective officers, memberdirectors, manager, officer, director, trustee, beneficiary, employee or agent of Purchaser employees and agents (collectively, the “Purchaser "Sabratek Indemnitees”") from and against any and all obligations, claims, losses, damages, costs, expenses, liabilities, judgments, awards, fines, sanctions, penalties, charges, amounts paid in settlement and costs of mitigation, including reasonable costs, fees and expenses of attorneys and accountants (includingcollectively, without limitation, reasonable attorneys’ and accountants’ fees and disbursements"Damages") incurred or suffered by any Sabratek Indemnitees as a result of or relating to the extent arising out of (Ai) events any breach or contractual obligations, acts, or omissions of Owner or Tenant that occurred in connection with the ownership or operation inaccuracy as of the Property prior to the Closing Date and for which Purchaser did not receive a credit at Closing in the full amount of such liability, (B) any damage to property or injury to or death of any person occurring on or about or in connection with the Property or any portion thereof at any time or times prior to the Closing Date for which Owner, Tenant or Manager did not have adequate insurance on the date of Closing, or (C) subject to the limitations set forth herein, a breach hereof of any representation or warranty made by Seller hereunder Ralin in this Agreement, any of the other agreements contemplated hereby or in any certificate delivered certificates or instruments furnished by Seller hereunder, and Ralin pursuant to this Agreement; (ii) Purchaser shall indemnify and hold harmless Seller and any partnerbreach or nonfulfillment by Ralin of any of its covenants, memberagreements or other obligations contained in this Agreement, managerany of the other agreements contemplated hereby or in any certificates or instruments furnished by Ralin pursuant to this Agreement; (iii) any income Taxes of Ralin, officer, director, trustee, beneficiary, employee LWI or agent of Seller its subsidiaries arising attributable to any taxable period (collectively, or portion thereof) ending on or before the “Seller Indemnitees”Closing; (iv) from and against any and all obligations, claims, losses, damages, liabilities and expenses (including, without limitation, reasonable attorneys’ and accountants’ fees and disbursements) to the extent arising out Tax imposed on LWI by reason of (A) events, contractual obligations, acts LWI having been a member of any Affiliated Group on or omissions of Purchaser for which Purchaser did receive prior to the Closing Date (including as a credit at Closing in the full amount of such liability that occur in connection with the ownership or operation result of the Property on application of Treasury Regulation Section 1.1502-6 or after the Closing Dateany corresponding provision of state, local or foreign Tax law) and (B) any damage obligation of LWI to property or injury to or death pay the Taxes of any person occurring on other Person, whether by contract, agreement or about otherwise; and (v) the Property or failure of Ralin to satisfy any portion thereof on or at any time or times after the Closing Date, or (C) subject to the limitations set forth herein, a breach of any representation or warranty made by Purchaser hereunder or in any certificate delivered by Purchaser hereunder. The provisions of this Section 12.1 shall survive the Closing and the termination of this Agreementits obligations under Employee Benefit Plans.

Agreement to Indemnify. The General Partner and its Affiliates (as defined below) shall have no liability to the Partnership or to any Partner for any loss suffered by the Partnership which arises out of any action or inaction of the General Partner or its Affiliates if the General Partner or its Affiliates, in good faith, determined that such course of conduct was in the best interest of the Partnership and such course of conduct did not constitute negligence or misconduct of the General Partner or its Affiliates. Subject to any express the provisions of this Agreement hereof and to the contrary (includingmaximum extent permitted by law, without limitationthe Partnership shall indemnify, Section 2.5)save harmless and pay all judgments and claims against the General Partner or its Affiliates, from any liability, loss or damage incurred by them or by the Partnership by reason of any act performed or omitted to be performed by them in connection with the business of the Partnership, including costs and after attorneys fees and any amount expended in the Closingsettlement of any claim of liability, loss or damage, provided that, (ia) Seller if such liability, loss, damage or claim arises out of any action or inaction of a Affiliate, such actions or inactions must have occurred while such parties were engaged in activities which could have been engaged in by the General Partner in its capacity as such; (b) if such liability, loss, damage or claim arises out of any action or inaction of a General Partner or an Affiliate, the General Partner or the Affiliate (as the case may be) must have determined, in good faith, that such course of conduct was in the best interests of the Partnership; (c) such conduct did not constitute negligence or misconduct; and (d) any such indemnification shall indemnify be recoverable only from the assets of the Partnership and hold harmless Purchaser not from the assets of the Limited Partners. All judgments against the Partnership and the General Partner and its Affiliates, wherein the General Partner or its Affiliates are entitled to indemnification, must first be satisfied from Partnership assets before the General Partner and its Affiliates are responsible for these obligations. Nothing contained herein shall constitute a waiver by any partnerLimited Partner of any right which he may have against any party under federal or state securities laws. As used in this Article 21, memberthe term Affiliate shall mean Ii) the General Partner and (ii) any person acting with the scope of the General Partner s authority who performs services on behalf of the Partnership and who or which: (1) directly or indirectly controls, manageris controlled by, or is under common control with the General Partner; (2) owns or controls 10% or more of the outstanding voting securities of the General Partner; (3) is an officer, director, trustee, beneficiary, employee partner or agent of Purchaser (collectively, the “Purchaser Indemnitees”) from and against any and all obligations, claims, losses, damages, liabilities, and expenses (including, without limitation, reasonable attorneys’ and accountants’ fees and disbursements) to the extent arising out of (A) events or contractual obligations, acts, or omissions of Owner or Tenant that occurred in connection with the ownership or operation trustee of the Property prior to the Closing Date and for which Purchaser did not receive a credit at Closing in the full amount of such liability, (B) any damage to property or injury to or death of any person occurring on or about or in connection with the Property or any portion thereof at any time or times prior to the Closing Date for which Owner, Tenant or Manager did not have adequate insurance on the date of Closing, General Partner; or (C4) subject to if the limitations set forth herein, a breach of any representation or warranty made by Seller hereunder or in any certificate delivered by Seller hereunder, and (ii) Purchaser shall indemnify and hold harmless Seller and any partner, member, manager, General Partner is an officer, director, partner or trustee, beneficiary, employee or agent of Seller (collectively, the “Seller Indemnitees”) from and against is any and all obligations, claims, losses, damages, liabilities and expenses (including, without limitation, reasonable attorneys’ and accountants’ fees and disbursements) to the extent arising out of (A) events, contractual obligations, acts or omissions of Purchaser company for which Purchaser did receive a credit at Closing the General Partner acts in any such capacity. The General Partner shall not cause the full amount of such liability that occur in connection with the ownership or operation Partnership to purchase insurance covering liabilities of the Property on General Partner or after its Affiliates for which the Closing Date, General Partner or (B) any damage its Affiliates may not be indemnified pursuant to property or injury to or death of any person occurring on or about the Property or any portion thereof on or at any time or times after the Closing Date, or (C) subject to the limitations set forth herein, a breach of any representation or warranty made by Purchaser hereunder or in any certificate delivered by Purchaser hereunder. The provisions of this Section 12.1 shall survive the Closing and the termination of this AgreementArticle 21.

Agreement to Indemnify. (a) Subject to any express provisions of this Agreement to the contrary (includingcontrary, without limitation, but not subject to any limitation on liability contained in Section 2.5)10, from and after any Closing, with respect to the Closingapplicable Property, (i) the applicable Seller and, if the applicable Seller is not MI, MI shall indemnify indemnify, defend and hold harmless Purchaser the Purchaser, Tenant and any partner, member, manager, officer, director, trustee, beneficiary, employee or agent of Purchaser (collectively, the “Purchaser Indemnitees”) Crestline from and against any and all obligations, claims, losses, damages, liabilities, and expenses (including, without limitation, reasonable attorneys’ ' and accountants’ ' fees and disbursements) to the extent arising out of (Av) events any termination of employment of employees at any Property prior to or contractual obligationsupon the Closing with respect to such Property (including, without limitation, severance pay, wrongful discharge claims, and claims and/or fines under Federal, state or local statutes or regulations, including, without limitation, the Worker Adjustment and Retraining Notification Act), (w) the employment of such individuals prior to the Closing Date, including, without limitation, employment-related claims; COBRA-related claims; disability claims; vacation; sick leave; wages; salaries; payments due (or allocable) to any medical, pension, and health and welfare plans, and any other employee benefit plan established for the employees at the Property; and employee-related tax obligations such as, but not limited to, social security and unemployment taxes accrued as of the Closing Date, (x) events, acts, or omissions of Owner or Tenant such Seller that occurred in connection with the its ownership or operation of the applicable Property prior to the applicable Closing Date and for which Purchaser did not receive a credit at or obligations accruing prior to the applicable Closing in the full amount Date under any Contract of such liabilitySeller (except to the extent of any adjustment made in respect of such Contract at Closing), (By) any material breach of a representation or warranty made by such Seller and, MI under Section 6 (as such representations and warranties may be modified pursuant to said Section 6 and subject to the one (1) year limitation period set forth therein), or (z) any claim against Purchaser or Tenant for damage to property of others or injury to or death of any person or any debts or obligations of or against such Seller and arising out of any event occurring on or about or in connection with the applicable Property or any portion thereof thereof, at any time or times prior to the applicable Closing Date for which OwnerDate, Tenant or Manager did not have adequate insurance on the date of Closing, or (C) subject to the limitations set forth herein, a breach of any representation or warranty made by Seller hereunder or in any certificate delivered by Seller hereunder, and (ii) the Purchaser and, if Purchaser is not CHLP, CHLP shall indemnify indemnify, defend and hold harmless the applicable Tenant, Crestline, Seller and any partner, member, manager, officer, director, trustee, beneficiary, employee or agent of Seller (collectively, the “Seller Indemnitees”) MI from and against any and all obligations, claims, losses, damages, liabilities and expenses (including, without limitation, reasonable attorneys’ ' and accountants’ ' fees and disbursements) to the extent arising out of (Ax) events, contractual obligationsacts, acts or omissions of the Purchaser for which Purchaser did receive a credit at Closing in the full amount of such liability that occur in connection with the its ownership or operation of the applicable Property on or from and after the applicable Closing DateDate provided that any provision of any Management Agreement (with respect to MI or the Seller) or any Lease (with respect to Purchaser, or Owner Agreement that applies to such event, act or omission shall take precedence over the indemnity provided for in this clause (x), or (By) any damage to property or injury to or death of any person occurring on or about the Property or any portion thereof on or at any time or times after the Closing Date, or (C) subject to the limitations set forth herein, a material breach of any a representation or warranty made by Purchaser hereunder and, if Purchaser is not CHLP, CHLP under Section 7 as such representations and warranties may be modified pursuant to said Section 7 (and subject to the one (1) year limitation period set forth therein); (iii) the Tenant shall indemnify, defend and hold harmless MI, the Seller and Purchaser from and against any and all obligations, claims, losses, damages, liabilities and expenses (including, without limitation, reasonable attorneys' and accountants' fees and disbursements) arising out of (x) events, acts, or omissions of the Tenant that occur in connection with its lease of the Property from and after the applicable Closing Date, provided that any certificate delivered provision of any Management Agreement (with respect to MI or the Seller) or any Lease (with respect to Purchaser, or Owner Agreement that applies to such event, act or omission shall take precedence over the indemnity provided for in this clause (x), and (y) any material breach of a representation or warranty made by Tenant and/or Crestline under Section 7A (and subject to the one (1) year limitation period set forth therein); and (iv) Crestline shall indemnify, defend and hold harmless MI, the Seller and Purchaser hereunderfrom and against any and all obligations, claims, losses, damages, liabilities and expenses (including, without limitation, reasonable attorneys' and accountants' fees and disbursements) arising out of any material breach of a representation or warranty made by Crestline under Section 7A (and subject to the one (1) year limitation period set forth therein. The provisions of this Section 12.1 11.1 shall survive not apply to any liabilities or obligations with respect to hazardous substances, the Closing liabilities of the parties with respect thereto being governed by the representation and the termination warranty of Seller set forth in Section 6.12. The indemnity provided for in this AgreementSection 11.1 shall not extend to any consequential damages.

Agreement to Indemnify. Subject to any express provisions of this Agreement to the contrary Each Effective Time Holder shall severally (including, without limitation, Section 2.5based on each such holder’s Pro Rata Share), from and after the Closingnot jointly, (i) Seller shall indemnify and hold harmless Purchaser Parent and any partnerits Subsidiaries, membertheir respective officers, managerdirectors, officeremployees, director, trustee, beneficiary, employee or agent of Purchaser agents and Representatives (collectively, the each hereinafter referred to individually as an “Purchaser IndemniteesParent Indemnified Person” and collectively as “Parent Indemnified Persons”) from and against any and all obligations, claimsdamages, losses, damagescosts, liabilities, penalties and expenses (including, without limitation, including reasonable attorneys’ fees, other professionals’ and accountantsexperts’ fees, costs of investigation and court costs (including such fees and disbursementscosts incurred in connection with enforcing the provisions of this Article 11)) (hereinafter collectively referred to the extent as “Damages”), arising out of or resulting from the following (A) events or contractual obligations, acts, or omissions of Owner or Tenant that occurred in connection with the ownership or operation of the Property prior to the Closing Date and for which Purchaser did not receive a credit at Closing in the full amount of such liability, “Indemnifiable Matters”): (Ba) any damage to property or injury to or death of any person occurring on or about or in connection with the Property or any portion thereof at any time or times prior to the Closing Date for which Owner, Tenant or Manager did not have adequate insurance on the date of Closing, or (C) subject to the limitations set forth herein, a breach failure of any representation or warranty made by Seller hereunder or the Company in any certificate delivered by Seller hereunder, and (ii) Purchaser shall indemnify and hold harmless Seller and any partner, member, manager, officer, director, trustee, beneficiary, employee or agent of Seller (collectivelythis Agreement, the “Seller Indemnitees”Company Disclosure Letter or the Company Closing Certificates to be true and correct as of the Agreement Date or as of the Closing Date (except in the case of representations and warranties which by their terms speak only as of a specific date or dates, in which case such representations and warranties shall be true and correct on and as of such specified date or dates); (b) from and against any and all obligations, claims, losses, damages, liabilities and expenses breach of or default in connection with any of the covenants or agreements made by the Company in this Agreement to be performed prior to the Closing; (c) any Dissenting Shares Excess Payments; (d) any Company Securityholder Taxes; (e) any inaccuracies in either Spreadsheet (including, without limitation, reasonable attorneys’ a claim from a holder of Promised Options who did not execute a Promised Option Release that such individual is entitled to additional equity compensation with respect to such Promised Options beyond that contemplated by Section 6.7(b) hereof); (f) any Company Merger Expense or Company Closing Debt that is outstanding as of the Effective Time and accountants’ fees is not either paid and disbursements) satisfied in full at the Effective Time or a reduction to the extent arising out of Total Merger Consideration; (Ag) events, contractual obligations, acts or omissions of Purchaser for which Purchaser did receive a credit at Closing in the full amount of such liability that occur in connection with the ownership or operation any of the Property matters set forth on or after the Closing Date, Schedule 11.2(g); or (Bh) any damage to property or injury to or death of any person occurring on or about Fraud by the Property or any portion thereof on or at any time or times after the Closing Date, or (C) subject to the limitations set forth herein, a breach of any representation or warranty made by Purchaser hereunder or in any certificate delivered by Purchaser hereunder. The provisions of this Section 12.1 shall survive the Closing and the termination of Company under this Agreement.

Agreement to Indemnify. Subject to any express provisions of this Agreement to the contrary (including, without limitation, Section 2.5), from and after the Closing, (i) The Seller shall hold harmless, indemnify ---------------------- and hold harmless Purchaser defend the Purchaser, its affiliates, successors and any partnerassigns, member, manager, officer, director, trustee, beneficiary, employee or agent of Purchaser (collectively, the “Purchaser Indemnitees”) from and against any and all obligations, claims, losses, damages, liabilities, and expenses (including, without limitation, reasonable attorneys’ and accountants’ fees and disbursements) to the extent arising out of (A) events or contractual obligations, acts, or omissions of Owner or Tenant that occurred in connection with the ownership or operation of the Property prior to the Closing Date and for which Purchaser did not receive a credit at Closing in the full amount of such liability, (B) any damage to property or injury to or death of any person occurring on or about or in connection with the Property or any portion thereof at any time or times prior to the Closing Date for which Owner, Tenant or Manager did not have adequate insurance on the date of Closing, or (C) subject to the limitations set forth herein, a breach of any representation or warranty made by Seller hereunder or in any certificate delivered by Seller hereunder, and (ii) Purchaser shall indemnify and hold harmless Seller and any partner, member, manager, officer, director, trustee, beneficiary, employee or agent of Seller (collectively, the “Seller Indemnitees”) from and against any and all obligations, claims, losses, damages, liabilities and expenses (including, without limitation, reasonable attorneys’ and accountants’ ' fees and disbursementsother legal expenses and other charges, but specifically excluding any claims, losses, damages, liabilities and expenses related or connected to, in any way, the payment of obligations pursuant to Section 5.03 of the Management Agreement) (i) arising out of the breach by the Company of its representations and warranties under the Original Agreement or (ii) brought by Crestline and any of its affiliates, and any pre-Closing managers and officers of the Company, against the Company to the extent arising out of (A) events, contractual obligations, acts or omissions of Purchaser for which Purchaser did receive a credit at Closing relating to the period prior to the Closing. The Seller hereby assumes the indemnity agreements made by the Company in the full amount of such liability that occur in connection with the ownership or operation Section 11.3 of the Property on or after Original Agreement (which is unaffected by this Agreement) and the Closing Date, or (B) any damage to property or injury to or death of any person occurring on or about Purchaser agrees that the Property or any portion thereof on or at any time or times after the Closing Date, or (C) subject to the limitations set forth herein, a breach of any representation or warranty indemnification agreements made by Purchaser hereunder or it for the benefit of the Company in any certificate delivered by Purchaser hereunderthat Section 11.3 shall instead be for the benefit of the Seller. The Seller's indemnity obligations hereunder shall be primary obligations of the Seller, and the Purchaser may proceed immediately against the Seller without being required to bring any proceeding or take any action against the Company. In addition, and notwithstanding any provisions of this Agreement to the contrary, (i) the Seller shall hold harmless, indemnify and defend the Purchaser, its affiliates, successors and assigns, against any and all obligations, claims, losses, damages, liabilities, debts, obligations and expenses (including, without limitation, reasonable attorneys' fees and other legal expenses and other charges, but specifically excluding any claims, losses, damages, liabilities and expenses related or connected to, in any way, to the payment obligations pursuant to Section 12.1 5.03 of the Management Agreement) connected with the Interests and relating to the period during which the Seller (or its affiliates) owned the Interests; and (ii) the Purchaser shall hold harmless, indemnify and defend the Seller, its affiliates, successors and assigns, against any and all obligations, claims, losses, damages, liabilities, debts obligations and expenses (including, without limitation, reasonable attorneys' fees and other charges) connected with the Interests and relating to the period during which the Purchaser (or its affiliates) owns the Interests. The foregoing indemnities shall survive the Closing and the termination of this AgreementClosing.

Agreement to Indemnify. (a) Subject to any express provisions of the limitations set forth in this Agreement to Article VIII, the contrary (including, without limitation, Section 2.5), from and after the Closing, (i) Seller shall indemnify and hold harmless the Purchaser and any partnerits directors, memberofficers, manageragents, officerrepresentatives, directorshareholders and employees and each Person, trusteeif any, beneficiary, employee who controls or agent may control the Purchaser within the meaning of Purchaser the Securities Act (collectively, each of the foregoing being referred to individually as an “Purchaser IndemniteesIndemnified Person” and collectively as “Indemnified Persons”) from and against any and all obligationslosses, claims, lossesLiabilities, damages, liabilitiescosts and expenses, including costs of investigation and defense and reasonable fees and expenses of lawyers, experts and other professionals (includingcollectively, without limitation“Indemnifiable Damages”) directly or indirectly, reasonable attorneys’ and accountants’ fees and disbursements) whether or not asserted or imposed by third parties, including but not limited to the extent Governmental Entities or instrumentalities, arising out of of, resulting from or relating to (A) events or contractual obligations, acts, or omissions of Owner or Tenant that occurred in connection with the ownership or operation of the Property prior to the Closing Date and for which Purchaser did not receive a credit at Closing in the full amount of such liability, (Bi) any damage to property or injury to or death of any person occurring on or about or in connection with the Property or any portion thereof at any time or times prior to the Closing Date for which Owner, Tenant or Manager did not have adequate insurance on the date of Closing, or (C) subject to the limitations set forth herein, a breach failure of any representation or warranty made by the Seller hereunder in this Agreement or the Seller Disclosure Letter (including any exhibit or schedule to the Seller Disclosure Letter) to be true and correct as of the date of this Agreement and as of the Closing Date (except in any certificate delivered the case of representations and warranties which by Seller hereundertheir terms speak only as of a specific date or dates, which representations and warranties shall be true and correct as of such date), (ii) Purchaser shall indemnify and hold harmless Seller and any partner, member, manager, officer, director, trustee, beneficiary, employee or agent of Seller (collectively, the “Seller Indemnitees”) from and against any and all obligations, claims, losses, damages, liabilities and expenses (including, without limitation, reasonable attorneys’ and accountants’ fees and disbursements) to the extent arising out of (A) events, contractual obligations, acts or omissions of Purchaser for which Purchaser did receive a credit at Closing in the full amount of such liability that occur in connection with the ownership or operation of the Property on or after the Closing Date, or (B) any damage to property or injury to or death failure of any person occurring on or about the Property or any portion thereof on or at any time or times after the Closing Datecertification, or (C) subject to the limitations set forth herein, a breach of any representation or warranty made by Purchaser hereunder or the Seller in any certificate delivered to the Purchaser pursuant to any provision of this Agreement to be true and correct as of the date such certificate is delivered to the Purchaser, (iii) any breach of or default in connection with any of the covenants or agreements made by the Seller in this Agreement or the Seller Disclosure Letter (including any exhibit or schedule to the Seller Disclosure Letter), (iv) any and all Employee Liabilities, (v) any Taxes of the Seller and any sales, use or other Taxes imposed on the sale of the Acquired Assets to the Purchaser hereunder. The provisions , (vi) any noncompliance with any bulk sales, bulk transfer or similar laws applicable to the transactions contemplated hereby, (vii) any Excluded Liabilities, and (viii) any inaccuracies of this Section 12.1 shall survive the Closing certifications delivered by the Seller to the Purchaser pursuant to Sections 2.6(h) and the termination of this Agreement2.6(i).

Agreement to Indemnify. Subject to any express provisions of this Agreement to the contrary (including, without limitation, Section 2.5), from and after the Closing, (ia) Seller shall indemnify and hold harmless Purchaser Buyer and any partnerits Affiliates, memberand their respective officers, managerdirectors, officeremployees, directoragents, trustee, beneficiary, employee or agent of Purchaser representatives and stockholders (collectively, the each hereinafter referred to individually as a “Purchaser IndemniteesBuyer Indemnified Person” and collectively as “Buyer Indemnified Persons”) from and against any and all obligations, claimsdamages, losses, damagescosts, liabilitiespenalties, Liabilities and expenses (including, without limitation, including reasonable attorneys’ fees, and accountantsother reasonable professionals’ and experts’ fees, costs of investigation and court costs (including such fees and disbursementscosts incurred in connection with enforcing the provisions of this Article VII)) (hereinafter collectively referred to as “Damages”), arising from: (i) any breach or inaccuracy of any representation or warranty made by Seller, Company, or Company Subsidiary in this Agreement, any Related Agreement or any exhibit or schedule to this Agreement to be true and correct as of the date of this Agreement and as of the Closing Date (as though such representation or warranty were made as of the Closing Date, except in the case of representations and warranties which by their terms speak only as of a specific date or dates, in which case such representations and warranties shall be true and correct on and as of such specified date or dates); (ii) any breach or inaccuracy of any certification, representation or warranty made by Seller in any certificate delivered to Buyer pursuant to any provision of this Agreement to be true and correct as of the date such certificate is delivered to Buyer; (iii) any breach of or default of any of the covenants or agreements made by Seller in this Agreement, any Related Agreement or any exhibit or schedule to this Agreement; (iv) any Fraud by or on behalf of Seller; (v) all Taxes imposed on Seller or the Trusts for any taxable period, or imposed on the Company with respect to any taxable period (or portion thereof) ending on or before the Closing Date, or imposed on the Company Subsidiary with respect to any taxable period (or portion thereof) ending on or before the Company Subsidiary Transfer Date, and all Taxes resulting from or attributable to the consummation of the Contribution, Conversion, Reorganization Transactions or Street Smart Transfer, (vi) all Taxes resulting from or attributable to the items disclosed in the second paragraph of Schedule 3.8 regarding tax matters, including the fees of professional advisors incurred in connection with the resolution of the tax matters items disclosed in Section 3.8 and the Sales Tax Returns; (vii) all liabilities, debts, and obligations of Company of any kind or character whatsoever to the extent arising out of (A) events the performance or contractual obligationsbreach of any Contract during the period prior to Closing; or (B) any claim by a current or former employee, actscontractor, director, officer, member or omissions manager of Owner Company with respect to any act or Tenant that occurred in connection with the ownership omission of Company or operation one of the Property its current or former employees, contractors, directors, officers, members or managers occurring prior to the Closing Date Date; (viii) all liabilities, debts, and for which Purchaser did not receive a credit at Closing in the full amount obligations of such liability, (B) any damage to property or injury to or death Company Subsidiary of any person occurring on kind or about or in connection with the Property or any portion thereof at any time or times prior to the Closing Date for which Owner, Tenant or Manager did not have adequate insurance on the date of Closing, or (C) subject to the limitations set forth herein, a breach of any representation or warranty made by Seller hereunder or in any certificate delivered by Seller hereunder, and (ii) Purchaser shall indemnify and hold harmless Seller and any partner, member, manager, officer, director, trustee, beneficiary, employee or agent of Seller (collectively, the “Seller Indemnitees”) from and against any and all obligations, claims, losses, damages, liabilities and expenses (including, without limitation, reasonable attorneys’ and accountants’ fees and disbursements) character whatsoever to the extent arising out of (A) eventsthe performance or breach of any Contract during the period prior to the Company Subsidiary Transfer Date, contractual obligations(B) any claim by a current or former employee, acts contractor, director, officer, member or omissions manager of Purchaser for which Purchaser did receive a credit at Closing in Company Subsidiary with respect to any act or omission of Company Subsidiary or one of its current or former employees, contractors, directors, officers, members or managers occurring prior to the full amount of such liability that occur in connection with the ownership Company Subsidiary Transfer Date or (C) operation of the Property on Street Smart Business before or after the Closing Company Subsidiary Transfer Date; (ix) Transaction Expenses, or (x) any Third-Party Claim, received within 18 months after the Closing, that the open source code listed on Schedule 3.11(e) that either the Company or Company Subsidiary has incorporated or incorporates into Risk Center Business or E Team Business software products listed on Schedule 3.11(e) violates, or fails to comply with its license terms (as well as any Third-Party Claim for infringement based upon such violation or failure), to the extent such alleged violation, infringement or failure is directed to such software product as it existed at Closing; and (xi) any Third Party Claim, received within 18 months after the Closing, arising from acts of hackers, denial of service attacks, security breaches or other similar system security incidents, any of which results in unauthorized access to personally identifying or other private and confidential information of any individual, or the confidential information of any customer or other business partner or the Risk Center Business or E Team Business, to the extent any such acts, attacks, breaches or incidents arise from the Company or Company Subsidiary not implementing material security patches or material security upgrades (as defined in Section 3.11(g)). The indemnification obligations provided under this Section 8.2(a)(xi) shall not apply to the extent the Third-Party Claim relates to or arises from either: (A) Buyer’s failure to continue to provide Defense in Depth (DID) strategies, or to otherwise maintain compensating security controls intended to defend the applicable systems against attack, in a manner at least as protective as those in place at the Closing; or (B) any damage to property or injury Buyer’s modification, addition to or death reconfiguration of any person occurring on the applicable Risk Center Business or about the Property or any portion thereof on or at any time or times after the Closing Date, or (C) subject to the limitations set forth herein, a breach of any representation or warranty made by Purchaser hereunder or in any certificate delivered by Purchaser hereunder. The provisions of this Section 12.1 shall survive the Closing and the termination of this AgreementE Team Business software product.

Agreement to Indemnify. Subject to any express provisions of the limitations set forth in this Agreement to the contrary (including, without limitation, Section 2.5)Article 12, from and after the ClosingEffective Time, each Effective Time Holder shall severally (i) Seller shall based on each such holder’s Pro Rata Share), and not jointly, indemnify and hold harmless Purchaser Acquiror and any partnerits officers, memberdirectors, manageragents, officerrepresentatives, directorstockholders and employees, trusteeand each person, beneficiaryif any, employee who controls or agent may control Acquiror within the meaning of Purchaser the Securities Act or the Exchange Act (collectively, the each hereinafter referred to individually as an “Purchaser IndemniteesAcquiror Indemnified Person” and collectively as “Acquiror Indemnified Persons”) from and against any and all obligationslosses, claims, lossescosts, damages, liabilities, Liabilities and expenses (including, without limitation, including reasonable attorneys’ fees, other professionals’ and accountantsexperts’ fees fees, costs of investigation and disbursements) court costs), calculated net of actual recoveries under existing insurance policies (hereinafter collectively referred to as “Damages”), paid or incurred by the extent Acquiror Indemnified Parties, directly or indirectly arising out of (A) events or contractual obligations, actsof, or omissions of Owner or Tenant that occurred in connection with the ownership or operation of the Property prior to the Closing Date and for which Purchaser did not receive a credit at Closing in the full amount of such liability, resulting from: (Bi) any damage to property or injury to or death of any person occurring on or about or in connection with the Property or any portion thereof at any time or times prior to the Closing Date for which Owner, Tenant or Manager did not have adequate insurance on the date of Closing, or (C) subject to the limitations set forth herein, a breach failure of any representation or warranty made by Seller hereunder the Company in this Agreement, the Company Disclosure Letter, any Company Ancillary Agreement or any exhibit or schedule to this Agreement to be true and correct as of the date of this Agreement (as though such representation or warranty were made as of the date of this Agreement, except in any certificate delivered the case of representations and warranties which by Seller hereunder, and their terms speak only as of a specific date or dates); (ii) Purchaser shall indemnify any failure of any certification, representation or warranty made by the Company in any Company Certificate to be true and hold harmless Seller correct as of the date such certificate is delivered to Acquiror; (iii) any breach of or default in connection with any of the covenants or agreements made by the Company in this Agreement the Company Disclosure Letter, any Company Ancillary Agreement or any exhibit or schedule to this Agreement; (iv) any inaccuracies in the Spreadsheets as of the Closing Date; (v) any Indemnifiable Deal Fees and Excess Payroll Service Charges; (vi) any partnerDissenting Shares Excess Payments; (vii) any AR Shortfall; (viii) any amounts payable under the Retention Plan that were not deducted as part of the Retention Plan Net Initial Merger Consideration Exclusion Amount or the Retention Plan Net Contingent Merger Consideration Exclusion Amount; (ix) any Qualifying Customer Transition Expenses; or (x) any claim by any Person related to ownership of Company Common Stock, memberCompany Options, managerCompany Warrants or other rights to acquire ownership of any shares of Company Capital Stock, officer, director, trustee, beneficiary, employee or agent of Seller (collectively, the “Seller Indemnitees”) from and against any and all obligations, claims, losses, damages, liabilities and expenses (including, without limitation, reasonable attorneys’ and accountants’ fees and disbursements) any claim by any Company Securityholder or Retention Plan Participant related to the extent arising out cancellation or termination of (A) eventsCompany Capital Stock, contractual obligations, acts Company Options or omissions of Purchaser for which Purchaser did receive a credit at Closing Company Warrants in the full Merger, the terms of the Merger or the treatment of such Person in the Merger. In determining the amount of any Damages, any materiality standard contained in such liability that occur in connection with the ownership or operation of the Property on or after the Closing Date, or (B) any damage to property or injury to or death of any person occurring on or about the Property or any portion thereof on or at any time or times after the Closing Date, or (C) subject to the limitations set forth herein, a breach of any representation or warranty made by Purchaser hereunder or in any certificate delivered by Purchaser hereunder. The provisions of this Section 12.1 shall survive the Closing and the termination of this Agreementbe disregarded.

Agreement to Indemnify. Subject to any express provisions the terms and conditions of this Agreement Section, the Purchaser and the Company hereby agrees for a period of two (2) years to the contrary (including, without limitation, Section 2.5), from and after the Closing, (i) Seller shall indemnify indemnity. defend and hold each other harmless Purchaser and any partner, member, manager, officer, director, trustee, beneficiary, employee or agent of Purchaser (collectively, the “Purchaser Indemnitees”) from and against any and all obligationsdemands, claims, actions or causes of action, assessments, losses, damages, liabilities, costs and expenses (includingexpenses, including without limitation, interest, penalties, court costs and reasonable attorneys’ attorney fees (including paralegal and accountants’ law clerk fees and disbursementsother legal expenses and costs) to and expenses, asserted against, relating to, imposed upon or incurred by the extent arising out Company or the Purchaser by reason of (A) events or contractual obligations, acts, or omissions of Owner or Tenant that occurred in connection with the ownership or operation of the Property prior to the Closing Date and for which Purchaser did not receive a credit at Closing in the full amount of such liability, (B) any damage to property or injury to or death of any person occurring on or about or in connection with the Property or any portion thereof at any time or times prior to the Closing Date for which Owner, Tenant or Manager did not have adequate insurance on the date of Closing, or (C) subject to the limitations set forth herein, resulting from a breach of (i) any representation or warranty given by the Purchaser or Company contained in or made by Seller hereunder pursuant to this Agreement, or in any certificate delivered by Seller hereunder, and (ii) any provision set forth in· this Agreement to be performed by the Purchaser shall indemnify or, Company or the Purchaser's or Company's Representatives. Subject to the terms and conditions of this Section, the Company and the Purchaser hereby agree to indemnify, defend and hold each other harmless Seller and any partner, member, manager, officer, director, trustee, beneficiary, employee or agent of Seller (collectively, the “Seller Indemnitees”) from and against any and all obligationsdemands, claimsClaims, actions or causes of action, assessments, losses, damages, liabilities liabilities, costs and expenses (includingexpenses, including without limitation, interest, penalties, court costs and reasonable attorneys’ ' fees (including paralegal and accountants’ law clerk fees and disbursementsother legal expenses and costs) to and expenses, asserted against, relating to, imposed upon or incurred by the extent arising out Company or the Purchaser by reason of (A) events, contractual obligations, acts or omissions of Purchaser for which Purchaser did receive a credit at Closing in the full amount of such liability that occur in connection with the ownership or operation of the Property on or after the Closing Date, or (B) any damage to property or injury to or death of any person occurring on or about the Property or any portion thereof on or at any time or times after the Closing Date, or (C) subject to the limitations set forth herein, resulting from a breach of (i) any representation or warranty given by the Company or the Purchaser contained in or made by Purchaser hereunder or in any certificate delivered by Purchaser hereunder. The provisions of this Section 12.1 shall survive the Closing and the termination of pursuant to this Agreement, or (ii) any provision set forth in this Agreement to be performed by the Purchaser, the Company or the Company Representatives. All of the foregoing are hereinafter collectively referred to as "Claims" and singularly as a "Claim.”

Agreement to Indemnify. Subject to any express provisions of this Agreement to the contrary Each Effective Time Holder shall severally (including, without limitation, Section 2.5based on each such holder's Pro Rata Share), from and after the Closingnot jointly, (i) Seller shall indemnify and hold harmless Purchaser and any partner, member, manager, officer, director, trustee, beneficiary, employee or agent of Purchaser (collectively, the “Purchaser Indemnitees”) Acquiror from and against any and all obligations, claims, losses, damages, liabilities, and expenses (including, without limitation, reasonable attorneys’ and accountants’ fees and disbursements) to the extent Damages directly or indirectly arising out of (A) events or contractual obligationsof, acts, or omissions of Owner or Tenant that occurred in connection with the ownership or operation of the Property prior to the Closing Date and for which Purchaser did not receive a credit at Closing in the full amount of such liability, (B) any damage to property or injury to or death of any person occurring on or about resulting from or in connection with the Property or with: (a) any portion thereof at any time or times prior to the Closing Date for which Owner, Tenant or Manager did not have adequate insurance on the date of Closing, or (C) subject to the limitations set forth herein, a breach failure of any representation or warranty made by Seller hereunder the Company in this Agreement, the Company Disclosure Letter or any Company Ancillary Agreement to be true and correct as of the date of this Agreement and as of the Closing Date (as though such representation or warranty were made as of the Closing Date, except in the case of representations and warranties which by their terms speak only as of a specific date or dates); (b) any failure of any certification, representation or warranty made by the Company in any certificate delivered to Acquiror pursuant to Article 9 (other than the Closing Financial Certificate) to be true and correct as of the date such certificate is delivered to Acquiror; (c) any breach of or default in connection with any of the covenants or agreements made by Seller hereunder, and (ii) Purchaser shall indemnify and hold harmless Seller and any partner, member, manager, officer, director, trustee, beneficiary, employee or agent of Seller (collectivelythe Company in this Agreement, the “Seller Indemnitees”Company Disclosure Letter or any Company Ancillary Agreement; (d) from and against any and all obligationsinaccuracies in the Spreadsheet or Closing Financial Certificate; (e) any Indemnifiable Merger Expenses; or (f) any Dissenting Shares Excess Payments. "DAMAGES" means losses, claims, lossescosts, damages, liabilities and expenses (includingexpenses, without limitation, including reasonable attorneys’ ' fees, other professionals' and accountants’ fees experts fees, costs of investigation and disbursements) court costs, and including amounts that Acquiror properly pays to officers, directors or other agents of Acquiror or the Company, but excluding special, consequential, incidental, punitive or exemplary damages (except that such excluded damages shall not be so excluded to the extent arising out of (A) events, contractual obligations, acts that Acquiror pays any such damages to a third party or omissions of Purchaser records a liability or reserve on its financial statements in accordance with GAAP for which Purchaser did receive a credit at Closing in such payment). In determining the full amount of such liability that occur any Damages in connection with the ownership or operation respect of the Property on or after the Closing Date, or (B) any damage to property or injury to or death of any person occurring on or about the Property or any portion thereof on or at any time or times after the Closing Date, or (C) subject to the limitations set forth herein, a breach failure of any representation or warranty made by Purchaser hereunder to be true and correct as of any particular date (but not in determining whether any such representation and warranty is, in fact, true and correct), any materiality qualifier contained in such representation or in any certificate delivered by Purchaser hereunder. The provisions of this Section 12.1 warranty shall survive the Closing and the termination of this Agreementbe disregarded.

Agreement to Indemnify. Subject to any express provisions of this Agreement to the contrary (including, without limitation, Section 2.5), from and after the Closing, (i) Seller shall The Company will indemnify and hold harmless Purchaser Concur and any partnerthe Surviving Corporation and their respective officers, memberdirectors, manageragents, and employees, and each person who controls or may control Concur or the Surviving Corporation within the meaning of the Securities Act and who suffers Damages (as defined below) in the capacity as such controlling person (each of Concur, the Surviving Corporation and each such officer, director, trustee, beneficiaryagent, employee or agent of Purchaser (collectively, the “Purchaser Indemnitees”and controlling person is hereinafter referred to individually as an "INDEMNIFIED PERSON" and collectively as "INDEMNIFIED PERSONS") from and against any and all obligationsclaims, claimsdemands, suits, actions, causes of actions, losses, costs, demonstrable damages, liabilities, liabilities 44 and expenses (including, without limitation, reasonable attorneys’ ' fees, other professionals' and accountants’ experts' reasonable fees and disbursementscourt or arbitration costs (hereinafter collectively referred to as "DAMAGES") to the extent incurred and arising out of (A) events or contractual obligationsany inaccuracy, actsmisrepresentation, breach of, or omissions of Owner or Tenant that occurred in connection with the ownership or operation default in, any of the Property prior to representations, warranties or covenants given or made by the Closing Date and for which Purchaser did not receive a credit at Closing Company in this Agreement or in the full amount of such liability, (B) any damage to property Company Disclosure Letter or injury to or death of any person occurring on or about or in connection with the Property or any portion thereof at any time or times prior to the Closing Date for which Owner, Tenant or Manager did not have adequate insurance on the date of Closing, or (C) subject to the limitations set forth herein, a breach of any representation or warranty made by Seller hereunder or in any certificate delivered by Seller hereunder, and (ii) Purchaser shall indemnify and hold harmless Seller and any partner, member, manager, officer, director, trustee, beneficiary, employee or agent of Seller (collectively, the “Seller Indemnitees”) from and against any and all obligations, claims, losses, damages, liabilities and expenses (including, without limitation, reasonable attorneys’ and accountants’ fees and disbursements) to the extent arising out of (A) events, contractual obligations, acts or omissions of Purchaser for which Purchaser did receive a credit at Closing in the full amount of such liability that occur in connection with the ownership or operation on behalf of the Property on Company pursuant hereto, (if such inaccuracy, misrepresentation, breach or after default existed at the Closing Date). Any claim of indemnity made by an Indemnified Person under this Section 11.2 must be raised in a writing delivered to the Representative and the Escrow Agent by no later than the Escrow Release Date. As used herein, or (B) the term "Damages" will not include any damage to property or injury to or death overhead costs of Concur personnel and the amount of Damages incurred by any Indemnified Person will be reduced by the amount of any person occurring insurance proceeds actually received by such Indemnified Person on or about account of such Damages and the Property or any portion thereof on or at any time or times after the Closing Date, or (C) subject to the limitations set forth herein, a breach amount of any representation direct tax savings actually recognized by such Indemnified Person that are directly attributable to such Damages, but will include any reasonable costs or warranty made expenses incurred by Purchaser hereunder such Indemnified Person to recover such insurance proceeds or in any certificate delivered by Purchaser hereunderto obtain such tax savings. The provisions of this Section 12.1 shall survive the Closing and the termination of this AgreementIndemnified Persons will use reasonable efforts to mitigate their Damages.

Agreement to Indemnify. Subject to any express provisions of this Agreement 11.2.1 Each Company Stockholder shall severally, and not jointly, but only to the contrary (includingextent of each Company Stockholder's Pro Rata Share, without limitation, Section 2.5), from and after the Closing, (i) Seller shall indemnify and hold harmless Purchaser Acquirer and any partnerthe Surviving Corporation and their respective officers, memberdirectors, manageragents, officerrepresentatives, directorstockholders and employees, trusteeand each person, beneficiaryif any, employee who controls or agent may control Acquirer or the Surviving Corporation within the meaning of Purchaser the Securities Act or the Exchange Act (collectively, the “Purchaser Indemnitees”each hereinafter referred to individually as an "Acquirer Indemnified Person" and collectively as "Acquirer Indemnified Persons") from and against any and all obligationsclaims, claimsdemands, suits, actions, causes of actions, losses, damagesreductions in value, liabilities, and expenses (including, without limitation, reasonable attorneys’ and accountants’ fees and disbursements) to the extent arising out of (A) events or contractual obligations, acts, or omissions of Owner or Tenant that occurred in connection with the ownership or operation of the Property prior to the Closing Date and for which Purchaser did not receive a credit at Closing in the full amount of such liability, (B) any damage to property or injury to or death of any person occurring on or about or in connection with the Property or any portion thereof at any time or times prior to the Closing Date for which Owner, Tenant or Manager did not have adequate insurance on the date of Closing, or (C) subject to the limitations set forth herein, a breach of any representation or warranty made by Seller hereunder or in any certificate delivered by Seller hereunder, and (ii) Purchaser shall indemnify and hold harmless Seller and any partner, member, manager, officer, director, trustee, beneficiary, employee or agent of Seller (collectively, the “Seller Indemnitees”) from and against any and all obligations, claims, lossescosts, damages, liabilities and expenses (includingexpenses, without limitation, including reasonable attorneys’ ' fees, other professionals' and accountants’ experts' fees and disbursements) court or arbitration costs (hereinafter collectively referred to the extent as "Damages"), directly or indirectly incurred, paid or accrued in connection with, resulting from or arising out of of: (Ai) eventsany inaccuracy, contractual obligationsmisrepresentation, acts breach of, or omissions of Purchaser for which Purchaser did receive a credit at Closing in the full amount of such liability that occur in connection with the ownership or operation default in, any of the Property representations, warranties or covenants given or made by the Company in this Agreement, the Company Disclosure Letter, any Company Ancillary Agreement or any certificate delivered by or on behalf of the Company or after an officer of the Closing Date, or Company pursuant hereto; (Bii) any damage to property inaccuracy, misrepresentation or injury to or death of any person occurring on or about the Property or any portion thereof on or at any time or times after the Closing Date, or (C) subject to the limitations set forth herein, a breach of untruth in any representation or warranty made by Purchaser hereunder of any Company Stockholder contained in such Company Stockholder's Investment Representation Letter; provided, however, that, in the case of any such inaccuracy, misrepresentation or untruth, the indemnifying person shall be only the Company Stockholder whose Investment Representation Letter contained the inaccuracy, misrepresentation or untruth; (iii) any Unpaid Transaction Expenses to the extent that such Unpaid Transaction Expenses were not included in any certificate delivered by Purchaser hereunder. The provisions of this Section 12.1 shall survive the Closing TNW Calculations; (iv) any amounts paid with respect to Dissenting Shares to the extent that such amounts exceed the value of the shares of Acquirer Common Stock (valued at the Acquirer Average Price Per Share) and cash amount, if any, that the termination holders of this Agreementsuch Dissenting Shares would have received in the Merger pursuant to Section 2.2.2 (such excess amounts, the "Excess Dissenters' Amounts"); and (v) any increases to the Closing Reductions as finally determined in accordance with Section 2.2.7 (such increases, the "TNW Adjustments").

Agreement to Indemnify. Subject to any express provisions of this Agreement to the contrary (including, without limitation, Section 2.5), from and after the Closing, (i) Seller shall ---------------------- indemnify and hold harmless Purchaser Buyer and any partner, member, manager, manager officer, director, trustee, beneficiary, employee or agent of Purchaser Buyer (collectively, the “Purchaser "Buyer Indemnitees”") from and against any and all obligations, claims, losses, damages, liabilities, and expenses (including, without limitation, reasonable attorneys’ ' and accountants’ ' fees and disbursementsdisbursements (collectively, "Damages") to the extent arising out of (A) events any loss or contractual obligations, acts, or omissions of Owner or Tenant that occurred in connection with the ownership or operation of the Property prior to the Closing Date and for which Purchaser did not receive a credit at Closing in the full amount of such liability, (B) any damage to property or injury to or death of any person occurring on or about or in connection with the Property or any portion thereof at any time or times prior to the Closing Date (other than as to and excluding Damages of or to a Governmental Authority arising out of the physical or environmental condition of the Property prior to the Closing Date and other than as to Damages for which Owner, Tenant remediation pertaining to the physical or Manager did not have adequate insurance on environmental condition of the date of ClosingProperty prior to the Closing Date), or (CB) subject to the limitations set forth herein, a breach of any representation or warranty made by Seller hereunder or in any certificate delivered by Seller hereunder, and (ii) Purchaser shall indemnify and hold harmless Seller and any partner, member, manager, officer, director, trustee, beneficiary, employee or agent of Seller (collectively, the “"Seller Indemnitees”Indemnities") from and against any and all obligations, claims, losses, damages, liabilities and expenses (including, without limitation, reasonable attorneys’ and accountants’ fees and disbursements) Damages to the extent arising out of (A) events, contractual obligations, acts any loss or omissions of Purchaser for which Purchaser did receive a credit at Closing in the full amount of such liability that occur in connection with the ownership or operation of the Property on or after the Closing Date, or (B) any damage to property or injury to or death of any person occurring on or about the Property or any portion thereof on or at any time or times after the Closing Date (other than as to and excluding Damages of or to a Governmental Authority arising out of or resulting from or relating to the physical or environmental condition of the Property prior to the Closing Date and other than as to Damages for remediation pertaining to the physical or environmental condition of the Property prior to the Closing Date), or (CB) subject to the limitations set forth herein, a breach of any representation or warranty made by Purchaser hereunder or in any certificate delivered by Purchaser hereunder. The provisions of this Section 12.1 10.16.1 shall survive the Closing and the termination of this Agreement. Seller's liabilities under this Section 10.16 shall not extend the Survival Period stated in Section 7.3 hereof or exceed the Maximum Liability Amount provided in Section 10.2.1 hereof, to the extent not covered by insurance.