Common use of By Purchaser Clause in Contracts

By Purchaser. (a) Subject to subsections (b) and (c) of this Section 7.02, Purchaser shall indemnify and hold Parent, the Seller, and their Affiliates, officers, directors, employees, agents, successors, and assigns, and related entities from, and reimburse them for, Indemnified Costs arising or resulting from: (i) any breach of any representation or warranty made by Purchaser in this Agreement; (ii) Purchaser’s breach of or failure to perform any of its covenants or agreements contained in or made pursuant to this Agreement (except to the extent clauses (iii) or (iv) shall apply); (iii) any loss, cost, demand, assessment, expense, damage, liability, fine, penalty or claim relating to the Sold Assets and accruing on or after the Funding Date; (iv) the ownership, possession, control, use, maintenance, leasing or operation of the Sold Assets or the financing, sale, transfer or assignment of the Sold Assets, in each case from and after the Funding Date, including any liability arising under Tax, securities or other Applicable Laws in connection with the ownership, possession, control, use, maintenance, leasing, operation, financing, sale, transfer or assignment of the Sold Assets. (b) Notwithstanding the foregoing, the Purchaser shall have no liability to the extent that the Parent, the Seller or any Affiliate thereof realizes a Tax Benefit which is directly attributable to such Indemnified Cost on or before the fourth anniversary of the Funding Date or receives insurance or other recovery in respect of an Indemnified Cost. In addition, notwithstanding the foregoing, the Purchaser shall have no liability to the extent that any Indemnified Cost is caused by or arises from any non-compliance with or breach of any covenant or agreement of Parent, Seller or any Affiliate thereof (including CAI) contained in the Management Agreement. (c) Notwithstanding the foregoing, Purchaser shall have no liability for indemnification pursuant to Section 7.02(a)(i) or (ii) unless the aggregate of all Indemnified Costs under Section 7.02(a)(i) or (ii) for which Purchaser would, but for this subsection (c), be liable exceeds on a cumulative basis an amount equal to one million Dollars ($1,000,000), in which case Purchaser’s liability shall be only for such excess, nor shall Purchaser be liable for any such Indemnified Costs that, when added to the amounts that Purchaser has otherwise paid pursuant to Section 7.02(a)(i) or (ii), exceed the amount of seventy-five million Dollars ($75,000,000). Purchaser shall not be liable to pay Indemnified Costs more than once with respect to an Indemnified Cost resulting from the same facts, events or circumstances, even if such facts, events or circumstances constitute both an Assumed Liability and a breach of any representations and warranties for which Purchaser shall or would but for this provision be obligated to pay Indemnified Costs hereunder, provided, however, Purchaser shall be liable to pay for Indemnified Costs that arise out of the same facts, events or circumstances when the Indemnified Costs resulting from such facts, events or circumstances that are not duplicative or result in damages, costs or liabilities that were not indemnified pursuant to the first such indemnification payment.

By Purchaser. (a) Subject The Purchaser agrees to subsections (b) and (c) of this Section 7.02indemnify, Purchaser shall indemnify and hold Parentto the extent permitted by law, the SellerVendor and each person who participates as an underwriter in the offering or sale of the Consideration Shares, and their Affiliatesrespective directors, officers, directorsemployees and agents and each Person who controls such underwriter (within the meaning of any applicable Securities Laws) against all losses (excluding loss of profits), employeesclaims, agentsdamages, successors, liabilities and assigns, and related entities from, and reimburse them for, Indemnified Costs expenses arising out of or resulting from: based upon: (i) any breach information or statement contained in the preliminary prospectus, final prospectus, or any filing made in connection therewith or any amendment thereto which at the time and in light of any representation or warranty the circumstances under which it was made by Purchaser in this Agreement; contains a misrepresentation; (ii) Purchaser’s breach of any order made or inquiry, investigation or proceedings commenced or threatened by any applicable Commission, court or other competent authority based upon any misrepresentation in the preliminary prospectus, the final prospectus, or any amendment thereto or based upon any failure to perform comply with applicable Securities Laws (other than any of its covenants failure to comply with applicable Securities Laws by the Vendor or agreements contained in the underwriter or made pursuant to this Agreement (except to the extent clauses underwriters); and (iii) or (iv) shall apply); (iii) non-compliance by the Purchaser with any loss, cost, demand, assessment, expense, damage, liability, fine, penalty or claim relating to the Sold Assets and accruing on or after the Funding Date; (iv) the ownership, possession, control, use, maintenance, leasing or operation of the Sold Assets or the financing, sale, transfer or assignment of the Sold Assets, in each case from and after the Funding Date, including any liability arising under Tax, securities or other Applicable Securities Laws in connection with the ownershipqualification and the distribution effected thereunder, possession, control, use, maintenance, leasing, operation, financing, sale, transfer or assignment except in the case of any of the Sold Assets. foregoing insofar as (bA) Notwithstanding the foregoing, the Purchaser shall have no liability any information or statement referred to the extent that the Parent, the Seller or any Affiliate thereof realizes a Tax Benefit which is directly attributable to such Indemnified Cost on or before the fourth anniversary of the Funding Date or receives insurance or other recovery in respect of an Indemnified Cost. In addition, notwithstanding the foregoing, the Purchaser shall have no liability to the extent that any Indemnified Cost is caused by or arises from any non-compliance with or breach of any covenant or agreement of Parent, Seller or any Affiliate thereof clause (including CAI) contained in the Management Agreement. (c) Notwithstanding the foregoing, Purchaser shall have no liability for indemnification pursuant to Section 7.02(a)(ii) or (ii) unless of this subsection 9(e)(i) has been furnished to the aggregate Purchaser by the Vendor or the underwriter or underwriters expressly for use therein pursuant to subsection 9(d)(i); (B) caused by the Vendor or any underwriter’s failure to deliver to a purchaser of all Indemnified Costs under Section 7.02(a)(iConsideration Shares, a copy of the prospectus or any amendments or supplements thereto or to otherwise comply with applicable Securities Laws; (C) the completion of any sale in contravention of the Vendor’s obligation to obtain the Purchaser’s prior written approval; or (iiD) for any amounts paid in settlement of any claim have been paid if such settlement is effected without the prior written consent of the Purchaser, which Purchaser would, but for this subsection (c), be liable exceeds on a cumulative basis an amount equal to one million Dollars ($1,000,000), in which case Purchaser’s liability shall be only for such excess, nor shall Purchaser be liable for any such Indemnified Costs that, when added to the amounts that Purchaser has otherwise paid pursuant to Section 7.02(a)(i) or (ii), exceed the amount of seventy-five million Dollars ($75,000,000). Purchaser consent shall not be liable to pay Indemnified Costs more than once with respect to an Indemnified Cost resulting from the same facts, events unreasonably withheld or circumstances, even if such facts, events or circumstances constitute both an Assumed Liability and a breach of any representations and warranties for which Purchaser shall or would but for this provision be obligated to pay Indemnified Costs hereunder, provided, however, Purchaser shall be liable to pay for Indemnified Costs that arise out of the same facts, events or circumstances when the Indemnified Costs resulting from such facts, events or circumstances that are not duplicative or result in damages, costs or liabilities that were not indemnified pursuant to the first such indemnification paymentdelayed.

By Purchaser. (a) Subject to subsections (b) and (c) of this Section 7.02To the fullest extent permitted by law, Purchaser shall indemnify will indemnify, defend and hold Parentharmless each Executing Shareholder, the Seller, and their Affiliates, officers, directors, employeesagents and employees of each of them, agents, successorseach person who controls any Executing Shareholder within the meaning of Section 15 of the Securities Act or Section 12 of the Exchange Act, and assignsthe officers, directors, agents and related entities fromemployees of each such controlling person, and reimburse them foragainst any losses, Indemnified Costs arising claims, damages, or resulting from:liabilities (joint or several) to which such Executing Shareholder may become subject under the Securities Act, the Exchange Act, other U.S. federal or state law or otherwise, insofar as such losses, claims, damages, or liabilities (or actions in respect thereof) arise out of or are based upon any of the following statements, omissions or violations (collectively, a “Violation”): (iA) any breach untrue statement or alleged untrue statement of any representation or warranty made a material fact contained in a registration statement filed by Purchaser in pursuant to this AgreementSection 7.03 pursuant to which Closing Consideration Shares are sold, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto; (iiB) Purchaser’s breach of the omission or failure alleged omission to perform state in such registration statement, preliminary prospectus or final prospectus or any of its covenants amendments or agreements contained in supplements thereto, a material fact required to be stated therein, or made pursuant necessary to this Agreement (except to make the extent clauses (iii) or (iv) shall apply);statements therein not misleading; or (iiiC) any loss, cost, demand, assessment, expense, damage, liability, fine, penalty violation or claim relating to the Sold Assets and accruing on or after the Funding Date; (iv) the ownership, possession, control, use, maintenance, leasing or operation alleged violation by Purchaser of the Sold Assets Securities Act, the Exchange Act, any U.S. federal or state securities law or any rule or regulation promulgated under the financingSecurities Act, sale, transfer the Exchange Act or assignment of the Sold Assets, in each case from and after the Funding Date, including any liability arising under Tax, U.S. federal or state securities or other Applicable Laws law in connection with the ownershipoffering of Closing Consideration Shares covered by such registration statement; provided, possessionhowever, control, use, maintenance, leasing, operation, financing, sale, transfer or assignment of the Sold Assets. (b) Notwithstanding the foregoing, the Purchaser shall have no liability to the extent that the Parent, the Seller or any Affiliate thereof realizes a Tax Benefit which is directly attributable indemnity agreement contained in this Section 7.03(e)(i) shall not apply to such Indemnified Cost on or before the fourth anniversary of the Funding Date or receives insurance or other recovery amounts paid in respect of an Indemnified Cost. In addition, notwithstanding the foregoing, the Purchaser shall have no liability to the extent that any Indemnified Cost is caused by or arises from any non-compliance with or breach settlement of any covenant such loss, claim, damage, liability or agreement action if such settlement is effected without the prior written consent of Parent, Seller or any Affiliate thereof (including CAI) contained in the Management Agreement. (c) Notwithstanding the foregoing, Purchaser shall have no liability for indemnification pursuant to Section 7.02(a)(i) or (ii) unless the aggregate of all Indemnified Costs under Section 7.02(a)(i) or (ii) for which Purchaser would, but for this subsection (c), be liable exceeds on a cumulative basis an amount equal to one million Dollars ($1,000,000), in which case Purchaser’s liability shall be only for such excess, nor shall Purchaser be liable in any such case for any such Indemnified Costs thatloss, when added claim, damage, liability or action to the amounts extent that Purchaser has otherwise paid pursuant to Section 7.02(a)(i) it arises out of or (ii), exceed the amount of seventy-five million Dollars ($75,000,000). Purchaser shall not be liable to pay Indemnified Costs more than once is based upon a Violation which occurs in reliance upon and in conformity with respect to an Indemnified Cost resulting from the same facts, events written information furnished expressly for use in connection with such registration by such Holder or circumstances, even if such facts, events or circumstances constitute both an Assumed Liability and a breach as result of any representations and warranties for which Purchaser shall violation or would but for this provision be obligated to pay Indemnified Costs hereunder, provided, however, Purchaser shall be liable to pay for Indemnified Costs that arise out alleged violation by a Selling Shareholder of the same factsSecurities Act, events the Exchange Act, any U.S. federal or circumstances when state securities law or any rule or regulation promulgated under the Indemnified Costs resulting from such factsSecurities Act, events the Exchange Act or circumstances that are not duplicative any U.S. federal or result in damages, costs or liabilities that were not indemnified pursuant to the first such indemnification paymentstate securities law.

By Purchaser. (a) Subject to subsections (b) the terms and (c) conditions of this Section 7.02Article 7, Purchaser shall from and after the Closing, ▇▇▇▇▇▇▇▇▇ agrees to indemnify and hold Parentdefend the Seller Parties, the Sellertheir Affiliates, and their Affiliates, respective officers, directors, employees, agents, successorsdirectors and Representatives, and assignseach of their respective successors and assigns (each a “Seller Indemnified Party”) and shall hold each of them harmless, from and related entities fromagainst any and all Losses suffered by a Seller Indemnified Party arising out of, and reimburse them for, Indemnified Costs arising in connection with or resulting from: (ia) any inaccuracy or breach (or in the case of a Third Party Claim, any alleged breach) of a representation or warranty of Purchaser set forth in this Agreement or any agreement, instrument or certificate delivered in connection herewith; (b) any breach of or failure to comply with any representation covenant or warranty agreement made by Purchaser in this Agreement; (ii) Purchaser’s breach of Agreement or failure to perform any of its covenants agreement or agreements contained in or made pursuant to this Agreement (except to the extent clauses (iii) or (iv) shall apply); (iii) any loss, cost, demand, assessment, expense, damage, liability, fine, penalty or claim relating to the Sold Assets and accruing on or after the Funding Date; (iv) the ownership, possession, control, use, maintenance, leasing or operation of the Sold Assets or the financing, sale, transfer or assignment of the Sold Assets, in each case from and after the Funding Date, including any liability arising under Tax, securities or other Applicable Laws instrument delivered in connection with the ownership, possession, control, use, maintenance, leasing, operation, financing, sale, transfer or assignment of the Sold Assets. (b) Notwithstanding the foregoing, the Purchaser shall have no liability to the extent that the Parent, the Seller or any Affiliate thereof realizes a Tax Benefit which is directly attributable to such Indemnified Cost on or before the fourth anniversary of the Funding Date or receives insurance or other recovery in respect of an Indemnified Cost. In addition, notwithstanding the foregoing, the Purchaser shall have no liability to the extent that any Indemnified Cost is caused by or arises from any non-compliance with or breach of any covenant or agreement of Parent, Seller or any Affiliate thereof (including CAI) contained in the Management Agreement.herewith; (c) Notwithstanding the foregoingAssumed Liabilities; (d) the operation or conduct of the Business, Purchaser shall have no liability for indemnification pursuant or operations, actions or matters related to Section 7.02(a)(ithe Premises, following the Closing Date, excluding any Losses arising out of or resulting from any breach by the Seller Parties of the representations and warranties in Article III hereof; or (e) any liabilities, obligations or duties under the Lease to the extent (i) arising out of the operation of the Business after the Closing or Purchaser’s occupancy of the Real Property under the Lease after the Closing or (ii) unless primarily arising out of any other facts, circumstances or events existing or occurring after the aggregate Closing. Each of all Indemnified Costs under Section 7.02(a)(i7.2(a) or (iithrough 7.2(e) for which Purchaser would, but for this subsection (c), be liable exceeds on a cumulative basis an amount equal to one million Dollars ($1,000,000), in which case Purchaser’s liability shall be only deemed to be an independent basis for indemnification under each such excesssubsection, nor provided no Person shall Purchaser be liable entitled to more than one recovery for the same Loss. The indemnification provided by this Section 7.2 shall encompass claims of a Seller Indemnified Party for any such Loss sustained by a Seller Indemnified Costs that, when added to the amounts that Purchaser has otherwise paid pursuant to Section 7.02(a)(i) Party whether or (ii), exceed the amount of seventy-five million Dollars ($75,000,000). Purchaser shall not be liable to pay Indemnified Costs more than once with respect to an Indemnified Cost resulting from the same facts, events or circumstances, even if such facts, events or circumstances constitute both an Assumed Liability and involving any Action by a breach of any representations and warranties for which Purchaser shall or would but for this provision be obligated to pay Indemnified Costs hereunder, provided, however, Purchaser shall be liable to pay for Indemnified Costs that arise out of the same facts, events or circumstances when the Indemnified Costs resulting from such facts, events or circumstances that are not duplicative or result in damages, costs or liabilities that were not indemnified pursuant to the first such indemnification paymentthird party.

By Purchaser. (a) Subject to subsections (b) the terms and (c) condition of this Section 7.02Article X, Purchaser shall and Guarantor, jointly and severally, covenant and agree to defend, indemnify and hold Parentharmless the Hatteras Sellers, the Seller, their Affiliates and their Affiliatesrespective successors, officers, directors, members, managing members, shareholders, employees, agentstrustees, successorsagents and representatives (collectively, the “Hatteras Sellers Indemnitees”), from and against, and assigns, and related entities from, and pay or reimburse them the Hatteras Sellers Indemnitees for, Indemnified Costs any and all Losses incurred or suffered by any of them to the extent arising out of, relating to or resulting fromcaused by: (ia) any breach of any representation or warranty of Purchaser contained in this Agreement or any certificate delivered by Purchaser pursuant to this Agreement; (b) the breach or failure to perform by Purchaser of any covenant or agreement made by Purchaser in this Agreement or any certificate delivered by Purchaser pursuant to this Agreement; (iic) Purchaser’s breach the Assumed Liabilities as defined in Section 2.3, including any Third Party Claims related thereto (it being understood and agreed by the parties hereto that such definition of or failure to perform any Assumed Liabilities herein shall not, for all purposes of its covenants or agreements contained in or made pursuant to this Agreement (except to the extent clauses (iii) including Section 2.3 and this Section 10.2), be in any way affected or (iv) shall apply); (iii) expanded by virtue of or by reason of any lossassignment agreement, costassumption agreement, demand, assessment, expense, damage, liability, fine, penalty novation agreement or claim relating to the Sold Assets and accruing consent agreement entered into on or after the Funding Date;Closing Date with respect to any particular Contract or Contracts); or (ivd) the ownership, possession, control, use, maintenance, leasing any and all Taxes for or operation in respect of each of the Sold Assets following: (i) Transfer Taxes and any related costs and expenses for which the Purchaser is responsible pursuant to Section 11.5; and (ii) all Taxes of Purchaser or the financing, sale, transfer or assignment of the Sold Assets, in each case from Business for all periods on and after the Funding Date, including any liability arising under Tax, securities or Closing Date (other Applicable Laws in connection with the ownership, possession, control, use, maintenance, leasing, operation, financing, sale, transfer or assignment of the Sold Assets. (b) Notwithstanding the foregoing, the Purchaser shall have no liability than Transfer Taxes allocable to the extent that the Parent, the Seller or any Affiliate thereof realizes a Tax Benefit which is directly attributable to such Indemnified Cost on or before the fourth anniversary of the Funding Date or receives insurance or other recovery in respect of an Indemnified Cost. In addition, notwithstanding the foregoing, the Purchaser shall have no liability to the extent that any Indemnified Cost is caused by or arises from any non-compliance with or breach of any covenant or agreement of Parent, Seller or any Affiliate thereof (including CAI) contained in the Management Agreement. (c) Notwithstanding the foregoing, Purchaser shall have no liability for indemnification Hatteras Sellers pursuant to Section 7.02(a)(i) or (ii) unless the aggregate of all Indemnified Costs under Section 7.02(a)(i) or (ii) for which Purchaser would, but for this subsection (c11.5), be liable exceeds on a cumulative basis an amount equal to one million Dollars ($1,000,000), in which case Purchaser’s liability shall be only for such excess, nor shall Purchaser be liable for any such Indemnified Costs that, when added to the amounts that Purchaser has otherwise paid pursuant to Section 7.02(a)(i) or (ii), exceed the amount of seventy-five million Dollars ($75,000,000). Purchaser shall not be liable to pay Indemnified Costs more than once with respect to an Indemnified Cost resulting from the same facts, events or circumstances, even if such facts, events or circumstances constitute both an Assumed Liability and a breach of any representations and warranties for which Purchaser shall or would but for this provision be obligated to pay Indemnified Costs hereunder, provided, however, Purchaser shall be liable to pay for Indemnified Costs that arise out of the same facts, events or circumstances when the Indemnified Costs resulting from such facts, events or circumstances that are not duplicative or result in damages, costs or liabilities that were not indemnified pursuant to the first such indemnification payment.

By Purchaser. Purchaser (athe “Purchaser Indemnifying Party” and, together with Seller Indemnifying Party, the “Indemnifying Parties” and each, individually, an “Indemnifying Party”) Subject to subsections (b) and (c) of this Section 7.02, Purchaser shall indemnify and hold Parent, the harmless Seller, its Affiliates and their Affiliatesits members, managers, officers, directors, employeesagents and employees (collectively, agents“Seller Indemnified Parties” and, successorstogether with Purchaser Indemnified Parties, the “Indemnified Parties” and assignseach, individually, an “Indemnified Party”), from and related entities fromagainst any claims, and reimburse them for, Indemnified Costs arising or resulting from: (i) any breach of any representation or warranty made by Purchaser in this Agreement; (ii) Purchaser’s breach of or failure to perform any of its covenants or agreements contained in or made pursuant to this Agreement (except to the extent clauses (iii) or (iv) shall apply); (iii) any loss, cost, demand, assessment, expense, damage, liability, finedamage or expense (including, penalty without limitation, reasonable attorney’s fees and costs of suits) that arise out of or claim relating relate to (A) any breach by such Purchaser Indemnifying Party of its express representations, warranties, covenants or other responsibilities set forth in this Agreement or (B) any willful misconduct or gross negligence by any Purchaser Indemnifying Party or any of its respective officers, directors, agents, employees, representatives or assignees with respect to the Sold Assets and accruing on or after the Funding Date; (iv) the ownership, possession, control, use, maintenance, leasing or operation of the Sold Assets or the financing, sale, transfer or assignment of the Sold Assets, in each case from and after the Funding Date, including any liability arising under Tax, securities or other Applicable Laws in connection with the ownership, possession, control, use, maintenance, leasing, operation, financing, sale, transfer or assignment of the Sold Assets. (b) Notwithstanding the foregoing, the Purchaser shall have no liability to the extent that the Parent, the Seller or any Affiliate thereof realizes a Tax Benefit which is directly attributable to such Indemnified Cost on or before the fourth anniversary of the Funding Date or receives insurance or other recovery in respect of an Indemnified Cost. In addition, notwithstanding the foregoing, the Purchaser shall have no liability to the extent that any Indemnified Cost is caused by or arises from any non-compliance with or breach of any covenant or agreement of Parent, Seller or any Affiliate thereof (including CAI) contained in the Management Agreement. (c) Notwithstanding the foregoing, Purchaser shall have no liability for indemnification pursuant to Section 7.02(a)(i) or (ii) unless the aggregate of all Indemnified Costs under Section 7.02(a)(i) or (ii) for which Purchaser would, but for this subsection (c), be liable exceeds on a cumulative basis an amount equal to one million Dollars ($1,000,000), in which case Purchaser’s liability shall be only for such excess, nor shall Purchaser be liable for any such Indemnified Costs that, when added to the amounts that Purchaser has otherwise paid pursuant to Section 7.02(a)(i) or (ii), exceed the amount of seventy-five million Dollars ($75,000,000)Purchased Receivables. Purchaser Indemnifying Parties shall not be liable to pay any Seller Indemnified Costs more than once with respect to an Indemnified Cost resulting from Party for the same facts, events or circumstances, even if such facts, events or circumstances constitute both an Assumed Liability and a breach of any representations and warranties for which Purchaser shall or would but for this provision be obligated to pay Indemnified Costs hereunder, provided, however, Purchaser shall be liable to pay for Indemnified Costs that arise out of the same facts, events or circumstances when the Indemnified Costs resulting from such facts, events or circumstances that are not duplicative or result in damages, costs or liabilities that were not indemnified pursuant foregoing to the first extent the Losses arise from any such indemnification paymentSeller Indemnified Party’s gross negligence or willful misconduct, as determined by final non-appealable order of a court of competent jurisdiction.

By Purchaser. (a) Subject to subsections (b) and (c) of this Section 7.02, Purchaser shall indemnify and hold Parent, the each Seller, its estates, executors and their Affiliatesheirs (each, officersan “Indemnified Seller Party”) harmless from and against any Damages that such Indemnified Seller Party may sustain, directorssuffer or incur and that, employeesdirectly or indirectly, agents, successors, and assigns, and related entities result from, and reimburse them forare based upon, Indemnified Costs arising arise out of, or resulting fromare attributable or related to: (i) any inaccuracy or breach of any representation or warranty made of Purchaser contained in this Agreement or any certificate or similar instrument delivered by or on behalf of Purchaser pursuant hereto; (ii) any breach or nonfulfillment of any covenant or agreement of Purchaser contained in this Agreement; (ii) Purchaser’s breach of or failure to perform any of its covenants or agreements contained in or made pursuant to this Agreement (except to the extent clauses (iii) or (iv) shall apply); (iii) any loss, cost, demand, assessment, expense, damage, liability, fine, penalty or claim relating Taxes and fees for which Purchaser is responsible pursuant to the Sold Assets and accruing on or after the Funding Date;Section 7.2(b); and (iv) the ownershipany and all actions, possessionsuits, controlclaims, useproceedings, maintenanceinvestigations, leasing or operation allegations, demands, assessments, audits, fines, judgments, costs and other expenses (including reasonable attorneys’ fees and expenses) incident to any of the Sold Assets foregoing or to the financing, sale, transfer or assignment enforcement of this Section 9.2. In no event shall Purchaser be obligated to indemnify the Indemnified Seller Parties in any amount in excess of the Sold AssetsPurchase Price except in the case of fraud, in each case from and after the Funding Date, including any liability arising under Tax, securities intentional misrepresentation or other Applicable Laws in connection with the ownership, possession, control, use, maintenance, leasing, operation, financing, sale, transfer or assignment of the Sold Assets. (b) willful misconduct. Notwithstanding the foregoing, the Purchaser shall have no liability anything herein to the extent that the Parentcontrary, the Seller nothing herein shall be deemed to limit or restrict in any Affiliate thereof realizes a Tax Benefit which is directly attributable to such Indemnified Cost on manner any rights or before the fourth anniversary of the Funding Date or receives insurance or other recovery in respect of an Indemnified Cost. In addition, notwithstanding the foregoing, the Purchaser shall have no liability to the extent remedies that any Indemnified Cost is caused by Seller Party has, or arises from any non-compliance with or breach of any covenant or agreement of Parentmight have, Seller or any Affiliate thereof (including CAI) contained in the Management Agreement. (c) Notwithstanding the foregoing, Purchaser shall have no liability for indemnification pursuant to Section 7.02(a)(i) or (ii) unless the aggregate of all Indemnified Costs under Section 7.02(a)(i) or (ii) for which Purchaser would, but for this subsection (c), be liable exceeds on a cumulative basis an amount equal to one million Dollars ($1,000,000)at Law, in which case equity or otherwise, against Parent or Purchaser’s liability shall be only for such excess, nor shall Purchaser be liable for any such Indemnified Costs thatbased on fraud, when added to the amounts that Purchaser has otherwise paid pursuant to Section 7.02(a)(i) intentional misrepresentation or (ii), exceed the amount of seventy-five million Dollars ($75,000,000). Purchaser shall not be liable to pay Indemnified Costs more than once with respect to an Indemnified Cost resulting from the same facts, events or circumstances, even if such facts, events or circumstances constitute both an Assumed Liability and a breach of any representations and warranties for which Purchaser shall or would but for this provision be obligated to pay Indemnified Costs hereunder, provided, however, Purchaser shall be liable to pay for Indemnified Costs that arise out of the same facts, events or circumstances when the Indemnified Costs resulting from such facts, events or circumstances that are not duplicative or result in damages, costs or liabilities that were not indemnified pursuant to the first such indemnification paymentwillful misconduct.

By Purchaser. (a) Subject The Purchaser agrees to subsections (b) and (c) of this Section 7.02indemnify, Purchaser shall indemnify and hold Parentto the extent permitted by law, the SellerVendors and each person who participates as an underwriter in the offering or sale of the Consideration Shares, and their Affiliatesrespective directors, officers, directorsemployees and agents and each Person who controls such underwriter (within the meaning of any applicable Securities Laws) against all losses (excluding loss of profits), employeesclaims, agentsdamages, successors, liabilities and assigns, and related entities from, and reimburse them for, Indemnified Costs expenses arising out of or resulting from: based upon: (i) any breach information or statement contained in the preliminary prospectus, final prospectus, or any filing made in connection therewith or any amendment thereto which at the time and in light of any representation or warranty the circumstances under which it was made by Purchaser in this Agreement; contains a misrepresentation; (ii) Purchaser’s breach of any order made or inquiry, investigation or proceedings commenced or threatened by any applicable Commission, court or other competent authority based upon any misrepresentation in the preliminary prospectus, the final prospectus, or any amendment thereto or based upon any failure to perform comply with applicable Securities Laws (other than any of its covenants failure to comply with applicable Securities Laws by the Vendors or agreements contained in the underwriter or made pursuant to this Agreement (except to the extent clauses underwriters); and (iii) or (iv) shall apply); (iii) non-compliance by the Purchaser with any loss, cost, demand, assessment, expense, damage, liability, fine, penalty or claim relating to the Sold Assets and accruing on or after the Funding Date; (iv) the ownership, possession, control, use, maintenance, leasing or operation of the Sold Assets or the financing, sale, transfer or assignment of the Sold Assets, in each case from and after the Funding Date, including any liability arising under Tax, securities or other Applicable Securities Laws in connection with the ownershipqualification and the distribution effected thereunder, possession, control, use, maintenance, leasing, operation, financing, sale, transfer or assignment except in the case of any of the Sold Assets. foregoing insofar as (bA) Notwithstanding the foregoing, the Purchaser shall have no liability any information or statement referred to the extent that the Parent, the Seller or any Affiliate thereof realizes a Tax Benefit which is directly attributable to such Indemnified Cost on or before the fourth anniversary of the Funding Date or receives insurance or other recovery in respect of an Indemnified Cost. In addition, notwithstanding the foregoing, the Purchaser shall have no liability to the extent that any Indemnified Cost is caused by or arises from any non-compliance with or breach of any covenant or agreement of Parent, Seller or any Affiliate thereof clause (including CAI) contained in the Management Agreement. (c) Notwithstanding the foregoing, Purchaser shall have no liability for indemnification pursuant to Section 7.02(a)(ii) or (ii) unless of this subsection 9(e)(i) has been furnished to the aggregate Purchaser by the Vendors or the underwriter or underwriters expressly for use therein pursuant to subsection 9(d)(i); (B) caused by the Vendors or any underwriter’s failure to deliver to a purchaser of all Indemnified Costs under Section 7.02(a)(iConsideration Shares, a copy of the prospectus or any amendments or supplements thereto or to otherwise comply with applicable Securities Laws; (C) the completion of any sale in contravention of the Vendors’ obligation to obtain the Purchaser’s prior written approval; or (iiD) for any amounts paid in settlement of any claim have been paid if such settlement is effected without the prior written consent of the Purchaser, which Purchaser would, but for this subsection (c), be liable exceeds on a cumulative basis an amount equal to one million Dollars ($1,000,000), in which case Purchaser’s liability shall be only for such excess, nor shall Purchaser be liable for any such Indemnified Costs that, when added to the amounts that Purchaser has otherwise paid pursuant to Section 7.02(a)(i) or (ii), exceed the amount of seventy-five million Dollars ($75,000,000). Purchaser consent shall not be liable to pay Indemnified Costs more than once with respect to an Indemnified Cost resulting from the same facts, events unreasonably withheld or circumstances, even if such facts, events or circumstances constitute both an Assumed Liability and a breach of any representations and warranties for which Purchaser shall or would but for this provision be obligated to pay Indemnified Costs hereunder, provided, however, Purchaser shall be liable to pay for Indemnified Costs that arise out of the same facts, events or circumstances when the Indemnified Costs resulting from such facts, events or circumstances that are not duplicative or result in damages, costs or liabilities that were not indemnified pursuant to the first such indemnification paymentdelayed.

By Purchaser. Purchaser shall be liable to and shall indemnify, defend and hold harmless Sears, and its Subsidiaries and Affiliates and their respective directors, officers and employees and permitted assigns from and against any Losses arising out of, connected with or resulting from following, to the extent not caused by any act or omission of Sears or its Affiliates: (a) Subject to subsections any products and services offered by Purchaser and its Subsidiaries and Affiliates; (b) and (c) any act or omission where there was a duty to act, by Purchaser or its Affiliates or any of this Section 7.02, Purchaser shall indemnify and hold Parent, the Seller, and their Affiliatesrespective employees, officers, directors, employees, agents, successors, and assigns, and related entities from, and reimburse them for, Indemnified Costs arising shareholders or resulting from:agents hired by Purchaser or its Affiliates relating to an Account or an Accounts Receivable; (ic) any misrepresentation or unauthorized representation to third parties by employees of Purchaser or its Affiliates made in connection with the Program; (d) any material breach by Purchaser or its Affiliates of any a covenant, representation or warranty made by Purchaser herein or in this the Merchant Agreement or the Licensing Agreement; (iie) Purchaser’s breach the failure of Purchaser or its Affiliates to comply with any Laws applicable to Purchaser or its Affiliates; or (f) any third party Claim arising out of or failure to perform any of its covenants or agreements contained in or made pursuant to this Agreement (except to the extent clauses (iii) or (iv) shall apply); (iii) any loss, cost, demand, assessment, expense, damage, liability, fine, penalty or claim relating to the Sold Assets and accruing on any infringement, inducement of infringement, dilution, misappropriation or after the Funding Date; other violation of any third party Intellectual Property arising from (ivA) the ownership, possession, control, use, maintenance, leasing or operation of the Sold Assets or the financing, sale, transfer or assignment of the Sold Assets, in each case from and after the Funding Date, including any liability arising under Tax, securities or other Applicable Laws materials provided by Purchaser in connection with the ownershipProgram, possession, control, use, maintenance, leasing, operation, financing, sale, transfer or assignment of the Sold Assets. unless (bi) Notwithstanding the foregoing, the Purchaser shall have no liability to the extent that the Parent, the Seller or any Affiliate thereof realizes a Tax Benefit which is directly attributable to such Indemnified Cost on or before the fourth anniversary of the Funding Date or receives insurance or other recovery in respect of an Indemnified Cost. In addition, notwithstanding the foregoing, the Purchaser shall have no liability to the extent that any Indemnified Cost is caused by or Claim arises from any non-compliance with or breach action of any covenant or agreement of Parent, Seller or any Affiliate thereof (including CAI) contained in the Management Agreement. (c) Notwithstanding the foregoing, Purchaser shall have no liability for indemnification pursuant to Section 7.02(a)(i) or taken at Sears’ direction; (ii) unless Sears modified the aggregate of all Indemnified Costs under Section 7.02(a)(i) materials provided by Purchaser without Purchaser’s prior written consent; or (iiiii) for which Purchaser would, but for this subsection (c), be liable exceeds on a cumulative basis an amount equal Sears failed to one million Dollars ($1,000,000), in which case follow Purchaser’s liability shall be only for such excess, nor shall Purchaser be liable for any such Indemnified Costs that, when added to the amounts that Purchaser has otherwise paid pursuant to Section 7.02(a)(i) or (ii), exceed the amount of seventy-five million Dollars ($75,000,000). Purchaser shall not be liable to pay Indemnified Costs more than once instructions with respect to an Indemnified Cost resulting from the same factsmaterials provided by Purchaser, events (B) services provided by Purchaser in connection with the Program or circumstances, even if such facts, events or circumstances constitute both an Assumed Liability and a breach of any representations and warranties for which Purchaser shall or would but for this provision be obligated to pay Indemnified Costs hereunder, provided, however, Purchaser shall be liable to pay for Indemnified Costs that arise out (C) the use by Sears of the same facts, events or circumstances when the Indemnified Costs resulting from such facts, events or circumstances that are not duplicative or result in damages, costs or liabilities that were not indemnified pursuant to the first such indemnification paymentLicensed Purchaser Marks.