Common use of By Seller Clause in Contracts

By Seller. In the event of a registration of any Registrable Securities under the Securities Act pursuant to this Agreement, Seller will indemnify and hold harmless each Selling Holder thereunder, its directors, officers, employees and agents and each Person, if any, who controls such Selling Holder within the meaning of the Securities Act and the Exchange Act, and its directors, officers, employees or agents (collectively, the “Selling Holder Indemnified Persons”), against any losses, claims, damages, expenses or liabilities (including reasonable attorneys’ fees and expenses) (collectively, “Losses”), joint or several, to which such Selling Holder Indemnified Person may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such Losses (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact (in the case of any prospectus, in light of the circumstances under which such statement is made) contained in a Registration Statement or any other registration statement contemplated by this Agreement, any preliminary prospectus, prospectus supplement, free writing prospectus or final prospectus contained therein, or any amendment or supplement thereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in light of the circumstances under which they were made) not misleading, and will reimburse each such Selling Holder Indemnified Person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such Loss or actions or proceedings; provided, however, that Seller will not be liable in any such case if and to the extent that any such Loss arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by such Selling Holder Indemnified Person in writing specifically for use in a Registration Statement or such other registration statement, preliminary prospectus, free writing prospectus or prospectus supplement, as applicable, it being understood that a Selling Holder will only be required to furnish information regarding its legal name, address, the number of securities being registered on its behalf and such other information as may be required by Law. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Selling Holder Indemnified Person, and shall survive the transfer of such securities by such Selling Holder.

By Seller. In the event of a registration of any Registrable Securities under the Securities Act pursuant Seller agrees to this Agreementindemnify, Seller will indemnify defend and hold harmless each Selling Holder thereundersave Buyer, its officer, directors, officers, and employees from and agents and each Person, if any, who controls such Selling Holder within the meaning of the Securities Act and the Exchange Act, and its directors, officers, employees or agents (collectively, the “Selling Holder Indemnified Persons”), against any lossesand all damages, liabilities, actions, causes of action, suits, claims, damagesdemands, losses, costs and expenses or liabilities (including without limitation reasonable attorneys’ fees and expensesattorney's fees) (collectively"Indemnified Items") for (i) injury to or death of persons or damage to property to the extent caused by the negligence or willful misconduct of Seller, “Losses”)its employees, joint agents or several, to which such Selling Holder Indemnified Person may become subject under the Securities Act, the Exchange Act representatives or otherwise, insofar as such Losses (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact (in the case of any prospectus, in light of the circumstances under which such statement is made) contained in a Registration Statement or any other registration statement contemplated by this Agreement, any preliminary prospectus, prospectus supplement, free writing prospectus or final prospectus contained therein, or any amendment or supplement thereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in light of the circumstances under which they were made) not misleading, and will reimburse each such Selling Holder Indemnified Person for any legal or other expenses reasonably incurred by them contractors in connection with investigating the performance of services at Buyer's premises under this Agreement and (ii) claims that a Product infringes any valid United States patent, copyright or defending any such Loss or actions or proceedingstrade secret; provided, however, that Seller will not be liable in any such case if and shall have no liability under this Section to the extent that any such Loss arises out Indemnified Items are caused by either (i) the negligence or willful misconduct of Buyer, its employees, agents or is based upon representatives or contractors, (ii) by any third party, (iii) use of a Product in combination with equipment or software not supplied by Seller where the Product would not itself be infringing, (iv) compliance with Buyer's designs, specifications or instructions, (v) use of the Product in an untrue statement application or alleged untrue statement environment for which it was not designed or omission or alleged omission so made in conformity with information furnished (vi) modifications of the Product by such Selling Holder Indemnified Person in writing specifically for use in a Registration Statement or such anyone other registration statement, preliminary prospectus, free writing prospectus or prospectus supplement, as applicable, it being understood that a Selling Holder will only be required to furnish information regarding its legal name, address, the number of securities being registered on its behalf and such other information as may be required by Lawthan Seller without Seller's prior written approval. Such indemnity Buyer shall remain in full force and effect regardless provide Seller prompt written notice of any investigation made third party claim covered by or on behalf Xxxxxx's indemnification obligations hereunder. Seller shall have the right to assume exclusive control of the defense of such Selling Holder Indemnified Personclaim or, at the option of the Seller, to settle the same. Xxxxx agrees to cooperate reasonably with Seller in connection with the performance by Seller of its obligations in this Section. Notwithstanding the above, Seller's infringement related indemnification obligations shall be extinguished and relieved if Seller, at its discretion and at its own expense (a) procures for Buyer the right, at no additional expense to Buyer, to continue using the Product; (b) replaces or modifies the Product so that it becomes non-infringing, provided the modification or replacement does not adversely affect the specifications of the Product; or (c) in the event (a) and (b) are not practical, refund to Buyer the amortized amounts paid by Xxxxx with respect thereto, based on a five (5) year amortization schedule. THE FOREGOING INDEMNIFICATION PROVISION STATES SELLER'S ENTIRE LIABILITY TO BUYER FOR THE CLAIMS DESCRIBED HEREIN. By Buyer Buyer shall indemnify, defend with competent and experienced counsel and hold harmless Seller, its parent, subsidiaries, affiliates and divisions, and shall survive their respective officers, directors, shareholders and employees, from and against any and all damages, liabilities, actions, causes of action, suits, claims, demands, losses, costs and expenses (including without limitation reasonable attorneys' fees and disbursements and court costs) to the transfer extent arising from or in connection with (i) the negligence or willful misconduct of such securities Buyer, its agents, employees, representatives or contractors; (ii) use of a Product in combination with equipment or software not supplied by such Selling HolderSeller where the Product itself would not be infringing; (iii) Seller's compliance with designs, specifications or instructions supplied to Seller by Buyer; (iv) use of a Product in an application or environment for which it was not designed; or (v) modifications of a Product by anyone other than Seller without Seller's prior written approval.

By Seller. In All representations, warranties, covenants and agreements of the event Seller contained herein, or in any agreement, certificate or document executed by any Seller in connection herewith and all indemnification obligations set forth in this Section 5.1, will survive the Closing for a period of three (3) years from the Closing. Any claims made under this Section 5.1 will be made or asserted by Purchaser to Seller in writing within three (3) years from the Closing. Notwithstanding the above, any claim made for a registration breach of any Registrable Securities under representation, warranty, covenant or agreement of Seller contained in this Agreement relating to tax matters, or any liability for taxes, may be made until the Securities Act pursuant expiration of the applicable statute of limitations (including any extension thereof) governing claims by the applicable governmental authority or person with respect to this Agreementsuch matters. The Seller, Seller will indemnify jointly and severally, agree to indemnify, defend and hold harmless each Selling Holder thereunder, its directorsPurchaser and/or the Purchaser's assignee and their respective stockholders, officers, employees and agents and each Person, if any, who controls such Selling Holder within the meaning of the Securities Act and the Exchange Act, and its directors, officersmembers, employees or agents managers, partners, employees, agents, successors and assignees (collectively, the “Selling Holder Indemnified Persons”"Purchaser Indemnitees"), from and against any and all losses, claims, damages, liabilities, obligations, assessments, suits, actions, proceedings, claims or demands, including costs, expenses or liabilities and fees (including reasonable attorneys’ fees ' fees, accountant, paralegal, and expensesexpert witness fees) incurred in connection with, suffered by any of them or asserted against any of them or the assets acquired by Purchaser hereunder (collectively, “"Purchaser's Losses”"), joint or several, to which such Selling Holder Indemnified Person may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such Losses (or actions or proceedings, whether commenced or threatened, in respect thereof) arise arising out of or are based upon (a) the failure of any untrue statement representation or alleged untrue statement warranty of Seller contained herein, or in any agreement, certificate or document executed by Seller in connection herewith, to be true and correct in all material respects when made, (b) the breach in any material respect of any material fact (in the case covenant or agreement of any prospectus, in light of the circumstances under which such statement is made) Seller contained in a Registration Statement or any other registration statement contemplated by this Agreement, (c) any preliminary prospectus, prospectus supplement, free writing prospectus liability or final prospectus contained thereinobligation of Seller arising out of Seller's Business prior to the Effective Date, or (d) any amendment arrangements or supplement thereof, or arise out of or are based upon the omission agreements made or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectushave been made by Seller with any broker, in light of the circumstances under which they were made) not misleading, and will reimburse each such Selling Holder Indemnified Person for any legal finder or other expenses reasonably incurred by them agent in connection with investigating or defending any such Loss or actions or proceedings; provided, however, that Seller will not be liable in any such case if and to the extent that any such Loss arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by such Selling Holder Indemnified Person in writing specifically for use in a Registration Statement or such other registration statement, preliminary prospectus, free writing prospectus or prospectus supplement, as applicable, it being understood that a Selling Holder will only be required to furnish information regarding its legal name, address, the number of securities being registered on its behalf and such other information as may be required by Law. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Selling Holder Indemnified Person, and shall survive the transfer of such securities by such Selling Holdertransactions contemplated hereby.

By Seller. In Seller represents, warrants and covenants to and with Buyer, that (i) except for the event assignment of the New Loan or the assumption of the Existing Loan, Seller has the right, power, legal capacity and authority to execute, deliver and perform this Agreement and any consent required as a registration condition to Seller's authority to execute, deliver and perform this Agreement will be obtained prior to the Close of Escrow, (ii) the individuals who have executed this Agreement on behalf of Seller have the right, power, legal capacity and authority to execute, deliver and perform this Agreement on behalf of Seller; (iii) this Agreement constitutes the legal, valid and binding obligation of Seller; (iv) to Seller's knowledge, Seller has not received notice of any Registrable Securities pending or threatened condemnation of all or of any portion of the Property, or notice of any violation of zoning restrictions in respect of the Property from the governmental authority or agency; (v) attached hereto as EXHIBIT"H" is a list of all of the Service Contracts affecting the Property in effect on the date hereof (the "Service Contracts), and except as set forth on EXHIBIT"H" (i) to Seller's actual knowledge,the Service Contracts have not been further modified or amended and are in force and effect, or are terminable with thirty (30) days notice, (ii) Seller has, or will have, during the Approval Period delivered to Purchaser true and complete copies of the Service Contracts, and (iii) to the best actual knowledge of Seller, there are no defaults of Seller or any other party thereto under the Securities Act pursuant Service Contracts which would materially adversely affect the operations of the Property or which would materially increase the cost of operating the Property; (vi) attached hereto as Exhibit "I" is a list of all licenses and permits from governmental authorities in the possession of Seller in connection with its ownership of the Property (collectively, the "Licenses and Permits") and Seller has, or will have, during the Approval Period delivered to Purchaser true and complete copies of the Licenses and Permits; (vii) Seller has not received written notice of any litigation, governmental or administrative proceedings or arbitrations presently pending or threatened in writing with respect to any of the Property, except for actions which do not in any way affect the current use or operation of any of the Property; (viii) to Seller's actual knowledge, there are no unrecorded rights of first offer to purchase, rights of first refusal to purchase, purchase options or similar rights or contractually required consents to transfer pertaining to the Property which would be breached by this Agreement, Agreement or the consummation of the transactions provided for herein; (ix) Seller will indemnify and hold harmless each Selling Holder thereunder, its directors, officers, employees and agents and each Person, if any, who controls such Selling Holder is not a "foreign person" within the meaning of Paragraph 1445(f)(3) of the Securities Act and Internal Revenue Code; (x) Seller has not filed or been the Exchange Actsubject of any filing of a petition under the Federal Bankruptcy Law or any insolvency laws, and its directors, officers, employees or agents any laws for composition of indebtedness or for the reorganization of debtors; (collectivelyxi) to Seller's knowledge, the “Selling Holder Indemnified Persons”)Seller has not received from any insurance company which carries insurance on the Property, against or any lossesBoard of Fire Underwriters, claims, damages, expenses or liabilities (including reasonable attorneys’ fees and expenses) (collectively, “Losses”), joint or several, to which such Selling Holder Indemnified Person may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such Losses (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement notice of any material fact defect or inadequacy in connection with the Property or its operation which has not been cured; (xii) except as disclosed to Buyer in writing prior to the case of any prospectus, in light expiration of the circumstances under which such statement is made) contained in a Registration Statement Approval Period, Seller has performed or any other registration statement will perform prior to the closing of the transactions contemplated by this AgreementAgreement of all of Seller's obligations under any leases of the Property that are or will be required to be performed prior to the Closing and no brokerage commissions or other compensation is or will be due or payable to any persons, firm, corporation or other entity with respect to or on account of any preliminary prospectus, prospectus supplement, free writing prospectus or final prospectus contained thereinof the leases, or any amendment renewal thereof that could be a lien against the Property or supplement thereofclaim against Buyer and (xiii) except as disclosed to Buyer in writing, to Seller's best actual knowledge, without any duty to investigate, as of the Effective Date there are no hazardous materials in existence on or arise out below the surface of the Property or are based in any building located upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectusProperty, in light including, without limitation, contamination of the circumstances under soils subsoil or ground water, which they were madeconstitutes a violation of any law, rule or regulation of any governmental entity having jurisdiction thereof. Seller hereby agrees, through and including the Closing and at Seller's sole cost and expense to (a) not misleading, and will reimburse each such Selling Holder Indemnified Person for keep all existing insurance policies (including any legal renewals or other expenses reasonably incurred by them in connection with investigating or defending any such Loss or actions or proceedings; provided, however, that Seller will not be liable in any such case if and to equivalents) affecting the extent that any such Loss arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by such Selling Holder Indemnified Person in writing specifically for use in a Registration Statement or such other registration statement, preliminary prospectus, free writing prospectus or prospectus supplement, as applicable, it being understood that a Selling Holder will only be required to furnish information regarding its legal name, address, the number of securities being registered on its behalf and such other information as may be required by Law. Such indemnity shall remain Property in full force and effect regardless (except that Seller shall be credited at Close of Escrow with an amount equal to the amount expended by it during the Extension Period in good faith in arms-length transactions and pursuant to the exercise of its reasonable business judgment to repair the Property following a casualty to the extent each sums expended are for uninsured casualties, unreimbursable deductibles and unreimbursable capital expenses, casualties, unreimbursable deductibles and unreimbursable capital expenses. If any such costs or expenses are not emergency related and exceed Ten Thousand Dollars ($10,000.00), (i) Seller shall reasonably consult with Buyer prior to incurring such expense (ii) competitively bid such expense to at least three responsible bidders and (iii) contract with the lowest responsible bidder): (b) use due diligence and its reasonable efforts to keep in full force and effect all required licenses and permits; and (c) provide all services and continue to operate, manage and maintain the Property in substantially the same manner as it previously had. Following ten (10) days before expiration of the Approval Period ("Lease Cut-off Date"). Seller hereby agrees that Seller will not terminate or modify, extend of otherwise change any of the terms, covenants or conditions of any investigation made by tenant lease, or on behalf enter into new leases or any other obligations or agreements affecting the Property without the prior consent of Buyer, which consent may be withheld in Buyer's reasonable discretion. Prior to the Lease Cut-Off Date, Seller shall have the right, in its sole and absolute discretion, to enter into any such new lease provided Seller deliver to Buyer a fully executed copy of such Selling Holder Indemnified Personlease before the Lease Cut-Off Date. Except as provided above, prior to the Closing Date, Seller shall not convey title or any interest in the Property or the personal property to any person or entity. Seller shall not subject the Property to any additional liens, encumbrances, covenants, conditions, restrictions, easements or similar matters after the date of this Agreement which will not be eliminated prior to the Closing Date, or otherwise amend, modify, extend or change the terms, covenants or conditions of any such matters after the date of this Agreement. For a period of one (1) year after the Closing Date, Seller shall cooperate with Buyer and Buyer's accountants and attorneys in answering questions concerning the operation and management of the Property, amounts owed by Tenants under their leases, the calculation of operation expense or common area maintenance charge, and shall survive the transfer of such securities by such Selling Holdersimilar matters.

By Seller. In the event of a registration of any Registrable Securities under the Securities Act pursuant Seller agrees to this Agreement, Seller will indemnify and hold harmless each Selling Holder thereunderPurchaser and its affiliates, its and their respective shareholders, directors, officers, employees employees, successors, assigns, and agents and each Person, if any, who controls such Selling Holder within the meaning of the Securities Act and the Exchange Act, and its directors, officers, employees or agents (collectively, the “Selling Holder Purchaser Indemnified Persons”), ) from and against any and all claims, losses, claims, damages, liabilities, expenses or liabilities costs (including “Losses”), plus reasonable attorneys’ fees and expenses) (collectivelyexpenses incurred in connection with Losses and/or enforcement of this Agreement, “Losses”), joint incurred by Purchaser by reason of or several, to which such Selling Holder Indemnified Person may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such Losses (or actions or proceedings, whether commenced or threatened, in respect thereof) arise arising out of or are based upon any untrue statement or alleged untrue statement in connection with (i) the breach of any material fact (representation or warranty contained herein or in any certificate or other document delivered to Purchaser pursuant to the case provisions of any prospectus, in light of the circumstances under which such statement is made) contained in a Registration Statement or any other registration statement contemplated by this Agreement, (ii) the failure of Seller to perform any preliminary prospectusact required under this Agreement, prospectus supplement(iii) a claim by any third party with respect to any Liability, free writing prospectus contract, other commitment or final prospectus state of facts which constitutes a breach of any representation or warranty contained thereinin Section 4 hereof or in any certificate or other document delivered by or on behalf of Seller to Purchaser pursuant to the provisions of this Agreement, or (iv) any amendment or supplement thereofLiability of Seller. Purchaser agrees to give prompt notice to Seller of any claim for which Purchaser seeks indemnification hereunder, or arise out which notice shall include a reasonably detailed description of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in light of the circumstances under which they were made) not misleadingsuch claim, and will reimburse each a period of thirty (30) days to cure such Selling Holder Indemnified Person breach, and pay on such claim. If any claim is brought against Purchaser for which indemnification is sought from Seller under this Section 9.1, then Purchaser shall control the contest, defense, settlement or compromise of any legal or other expenses reasonably incurred by them such claim (including the engagement of counsel in connection therewith), at Seller’s cost and expense, including the cost and expense of reasonable attorneys’ fees in connection with investigating such contest, defense, settlement or defending compromise, and Seller shall have the right to participate in the contest, defense, settlement or compromise of any such Loss or actions or proceedingsclaim at its own cost and expense, including the cost and expense of reasonable attorneys’ fees in connection with such participation; provided, however, that Seller will Purchaser shall not settle or compromise any such claim without the prior written consent of Seller, which consent shall not be liable unreasonably withheld or delayed. If Seller fails to assume the defense of such claim within 30 days of receipt of notice of such claim, or if at any txxx Xxxxxx shall fail to defend in good faith any such case if claim, Purchaser may assume the defense thereof and to the extent may employ counsel with respect thereto and all fees and expenses of such counsel shall be paid by Seller, and Purchaser may conduct and defend such claim in such manner as it may deem appropriate; provided, however, that Purchaser shall not settle or compromise any such Loss arises out claim without the prior written consent of Seller, which consent shall not be unreasonably withheld or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by such Selling Holder Indemnified Person in writing specifically for use in a Registration Statement or such other registration statement, preliminary prospectus, free writing prospectus or prospectus supplement, as applicable, it being understood that a Selling Holder will only be required to furnish information regarding its legal name, address, the number of securities being registered on its behalf and such other information as may be required by Law. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Selling Holder Indemnified Person, and shall survive the transfer of such securities by such Selling Holderdelayed.

By Seller. In Seller shall deliver (a) a duly executed and acknowledged original Deed; (b) four (4) duly executed counterpart originals of the event xxxx of sale, assignment and assumption covering the Personal Property, the Contracts (subject to the terms of Section 5C(2)), the Tenant Leases and Intangible Property, in the form of Exhibit G (the “Xxxx of Sale, Assignment and Assumption”); (c) four (4) duly executed originals of a registration certificate of any Registrable Securities under Seller respecting the Securities Act pursuant “non-foreign” status of Seller in the form of Exhibit H; (d) duly executed counterpart originals of a form of notice to this Agreement, Seller will indemnify and hold harmless each Selling Holder thereunder, its directors, officers, employees and agents and each Person, if any, who controls such Selling Holder within the meaning tenant of the Securities Act and Property in the Exchange Act, and its directors, officers, employees or agents form of Exhibit I (collectively, the “Selling Holder Indemnified PersonsNotice to Tenants”); (e) to the extent Seller or the manager of the Property has in its possession original counterparts of the Tenant Leases, against any losses, claims, damages, expenses or liabilities such original counterparts and guaranties thereof; (including reasonable attorneys’ fees and expensesf) Seller’s counterpart of the Closing Statement (collectively, “Losses”as hereinafter defined), joint or several, to which such Selling Holder Indemnified Person may become subject under the Securities Act, the Exchange Act or otherwise, insofar dated as such Losses (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact (in the case of any prospectus, in light of the circumstances under which such statement is made) contained in a Registration Statement or any Closing Date and duly executed by Seller, setting forth, among other registration statement contemplated by this Agreementthings, any preliminary prospectus, prospectus supplement, free writing prospectus or final prospectus contained therein, or any amendment or supplement thereof, or arise out of or are based upon all payments to and from the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in light of the circumstances under which they were made) not misleading, and will reimburse each such Selling Holder Indemnified Person for any legal or other expenses reasonably incurred by them closing escrow in connection with investigating or defending any such Loss or actions or proceedingsthe purchase and sale of the Property; provided(g) transfer tax declarations (“Transfer Declarations”) duly executed by Seller in the form required by applicable governmental authorities; (h) the Seller’s Title Certificate, however, that if applicable; (i) four (4) originals of the certificate of Seller will not be liable (the “Seller Closing Certificate”) in any such case if the form of Exhibit J updating the representations and warranties contained in Section 8B to the extent that Closing Date and noting any such Loss arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by such Selling Holder Indemnified Person in writing specifically for use in a Registration Statement or such other registration statement, preliminary prospectus, free writing prospectus or prospectus supplement, as applicablechanges thereto, it being understood that a Selling Holder will only the specifying of such changes shall be required deemed to furnish information regarding its legal namemodify the representations and warranties made on the Effective Date; and (j) evidence reasonably satisfactory to the Title Company that all necessary authorizations of the transaction provided herein have been obtained by Seller, address, the number of securities being registered on its behalf and such other information documents and instruments as may be required reasonably requested by Law. Such indemnity shall remain the Title Company in full force order to consummate the transaction contemplated hereby and effect regardless to issue the Owner’s Policy (provided that the same do not materially decrease Seller’s rights or materially increase Seller’s obligations hereunder); (k) evidence of any investigation made by or on behalf termination of such Selling Holder Indemnified Person, Seller’s property management and shall survive leasing agreements for the transfer Property; and (l) evidence of such securities by such Selling Holdertermination of Seller’s parking management agreement.

By Seller. In Seller, subject to the event applicable Survival Period pursuant to Section 10.1 above, shall indemnify, defend and hold Purchaser, its affiliates and subsidiaries, and its and their respective officers, directors, managers, members, shareholders, employees, agents, successors and assigns, harmless from and against any and all manner of a registration Indemnifiable Loss to the extent arising by reason of or in connection with: (i) any breach of any Registrable Securities under representation or warranty of Seller in this Agreement or any of the Securities Act Related Agreements (including all schedules and exhibits hereto and thereto and all certificates, documents, instruments and undertakings furnished pursuant to this Agreement or the Related Agreements (but expressly excluding the Franchise Agreements and the Area Development Agreement, which shall be governed by their respective terms); (ii) any breach of any covenant, obligation or agreement of Seller will indemnify and hold harmless each Selling Holder thereunder, its directors, officers, employees and agents and each Person, if any, who controls such Selling Holder within the meaning in this Agreement or any of the Securities Act Related Agreements (including all schedules and exhibits hereto and thereto and all certificates, documents, instruments and undertakings furnished pursuant to this Agreement or the Related Agreements (but expressly excluding the Franchise Agreements and the Exchange ActArea Development Agreement, which shall be governed by their respective terms); (iii) the Retained Liabilities; (iv) Seller’s failure to comply with the Remediation Obligations; (vi) any and its directorsall claims, officersactions or proceedings of any nature occurring or threatened against Seller or Purchaser which relate to matters arising on or before the Closing Date; (vii) the ownership, conduct and operations of the Restaurants by Seller prior to the Closing; (viii) any and all tax liabilities arising Seller’s business prior to the Closing; (x) any and all claims and liabilities relating to all current or former employees or agents of Seller (collectivelyincluding, without limitation, the Seller’s Restaurant Employees) arising on or before the Closing Date, including, without limitation, any and all claims and liabilities for wages, bonuses, unpaid and accrued vacation or sick days, severance or termination pay or benefits or pursuant to applicable laws and regulations; (xi) the Demised Premises by reason of Seller’s failure to observe, perform or comply with any of the obligations of “Selling Holder Indemnified Persons”), against any losses, claims, damages, expenses or liabilities (including reasonable attorneys’ fees and expenses) (collectively, “Losses”), joint or several, to which such Selling Holder Indemnified Person may become subject tenant” under the Securities Act, respective Assumed Real Property Leases relating to the Exchange Act or otherwise, insofar as such Losses period of time before the Closing Date; (or actions or proceedings, whether commenced or threatened, in respect thereofxii) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact (in the case of any prospectus, in light use and operation of the circumstances under which such statement is made) contained in a Registration Statement or any Demised Premises, leasehold improvements, other registration statement contemplated by this Agreement, any preliminary prospectus, prospectus supplement, free writing prospectus or final prospectus contained therein, or any amendment or supplement thereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in light Purchased Assets and all other contents of the circumstances under which they were made) not misleadingDemised Premises relating to the period of time before the Closing Date. Not in limitation of the foregoing, and will reimburse each such Selling Holder Indemnified Person Seller shall indemnify Purchaser for any legal or other and all expenses reasonably incurred by them Purchaser pursuant to Section 2.6 and Section 6.14 hereof as a result of Seller’s failure to comply with its obligations in connection with investigating said Sections 2.6 and 6.14 pursuant to this Agreement whether or defending any such Loss or actions or proceedings; provided, however, that Seller will not be liable in any such case if and to the extent that any such Loss arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by such Selling Holder Indemnified Person in writing specifically for use in a Registration Statement or such other registration statement, preliminary prospectus, free writing prospectus or prospectus supplement, as applicable, it being understood that a Selling Holder will only be required to furnish information regarding its legal name, address, the number of securities being registered on its behalf and such other information as may be required by Law. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf incurrence of such Selling Holder Indemnified Person, and expenses shall survive the transfer of such securities by such Selling Holderconstitute Indemnifiable Losses.

By Seller. In From and after the event of a registration of any Registrable Securities under the Securities Act pursuant Closing Date, Futura and Inventor, jointly and severally, agree to this Agreement, Seller will indemnify and hold harmless each Selling Holder thereunderPurchaser and its successors and assignees, its their respective officers, directors, officersemployees, employees shareholders and agents and each Person, if any, who controls such Selling Holder within the meaning of the Securities Act and the Exchange Act, and its directors, officers, employees or agents (collectively, the “Selling Holder Indemnified Persons”), "Purchaser Indemnitees") harmless against any lossesand all taxes, claims, liabilities, obligations, penalties, fines, losses, expenses (including costs of investigation), fees (including without limitation reasonable attorneys' fees and accounting fees), damages, expenses including without limitation amounts of judgments and/or amounts paid in settlement or liabilities (including reasonable attorneys’ fees and expenses) costs (collectively, “Losses”), joint all of the foregoing being called "Costs") suffered or several, to which such Selling Holder Indemnified Person may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such Losses (or actions or proceedings, whether commenced or threatened, in respect thereof) arise incurred by a Purchaser Indemnitee and arising out of or are attributable to (i) any breach of any representation, warranty or covenant made by Seller herein or in any certificate or writing furnished pursuant hereto, (ii) any nonfulfillment of any agreement hereunder or entered into in connection herewith by Seller, (iii) any claim or liability, known or unknown, arising out of, or by virtue of, or based upon Seller's business and operations, (iv) any untrue statement claim or alleged untrue statement liability that the Device or any part thereof constitutes any infringement of any material fact (in patent duly issued by the case of any prospectus, in light of the circumstances under which such statement is made) contained in a Registration Statement United States or any other registration statement contemplated by this Agreementjurisdiction or the rights, claims or trade secrets of any preliminary prospectus, prospectus supplement, free writing prospectus or final prospectus contained thereinthird party, or (v) any amendment claim or supplement liability that the Trademark or the use thereof infringes the rights of any third party. Purchaser agrees to give Seller prompt notice of any claim which could result in a claim for indemnification hereunder. Seller shall have the right to assume the defense thereof, or arise out of or are based upon the omission or alleged omission with counsel reasonably satisfactory to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in light of the circumstances under which they were made) not misleadingPurchaser, and will reimburse each after such Selling Holder Indemnified Person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such Loss or actions or proceedings; providednotice from Seller, however, that Seller will not be liable to a Purchaser Indemnitee for any further legal or other expenses incurred by any Purchaser Indemnitee in connection with the defense thereof, other than the reasonable costs of investigation or assistance required by Seller. Purchaser may participate actively, at Purchaser's expense if Seller has assumed the defense, in any negotiations, lawsuit or other resolution of such case if and claim. Purchaser Indemnitees shall have the right to the extent that approve any such Loss arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by such Selling Holder Indemnified Person in writing specifically for use in a Registration Statement or such other registration statement, preliminary prospectus, free writing prospectus or prospectus supplement, as applicable, court settlement if it being understood that a Selling Holder will only be required to furnish information regarding its legal name, address, the number of securities being registered on its behalf and such other information as may be required by Law. Such indemnity shall remain in full force and effect regardless would divest any Purchaser Indemnitee of any investigation made asset, affect Purchaser's operations or business or require any action or inaction by any Purchaser Indemnitee, any payment by any Purchaser Indemnitee or on behalf any admission of such Selling Holder Indemnified Person, and shall survive the transfer of such securities by such Selling Holderliability or guilt.

By Seller. In Seller shall deliver (a) a duly executed and acknowledged special warranty deed covering the event Land and the Improvements in the form of Exhibit G attached hereto (the "Deed"); (b) four (4) duly executed and acknowledged counterpart originals of the bill of sale covering the Personal Property and assignment and assxxxxion covering the Mandatory Service Contracts, and the Discretionary Service Contracts that Buyer elects to assume, the Tenant Leases and Intangible Property, in the form of Exhibit H (the "Bill of Sale, Assignment and Assumption"); (c) a certificate xx Seller respecting the "non-foreign" status of Seller in the form of Exhibit I; (d) duly executed counterpart originals of a registration form of any Registrable Securities under the Securities Act pursuant notice to this Agreement, Seller will indemnify and hold harmless each Selling Holder thereunder, its directors, officers, employees and agents and each Person, if any, who controls such Selling Holder within the meaning tenant of the Securities Act and Property in the Exchange Act, and its directors, officers, employees or agents form of Exhibit J (collectively, the “Selling Holder Indemnified Persons”"Notice to Tenants"); (e) to the extent Seller or the manager of the Property has in its possession original counterparts of the Tenant Leases, such original counterparts; (f) a closing statement (the "Closing Statement"), against any losses, claims, damages, expenses or liabilities (including reasonable attorneys’ fees and expenses) (collectively, “Losses”), joint or several, to which such Selling Holder Indemnified Person may become subject under the Securities Act, the Exchange Act or otherwise, insofar dated as such Losses (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact (in the case of any prospectus, in light of the circumstances under which such statement is made) contained in a Registration Statement or any Closing Date and duly executed by Seller, setting forth, among other registration statement contemplated by this Agreementthings, any preliminary prospectus, prospectus supplement, free writing prospectus or final prospectus contained therein, or any amendment or supplement thereof, or arise out of or are based upon all payments to and from the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in light of the circumstances under which they were made) not misleading, and will reimburse each such Selling Holder Indemnified Person for any legal or other expenses reasonably incurred by them closing escrow in connection with investigating or defending any such Loss or actions or proceedingsthe purchase and sale of the Property; provided, however, that (g) a certified rent roll dated within five days of the Closing Date;(h) transfer tax declarations ("Transfer Declarations") duly executed by Seller will not be liable in any such case if and to the extent that any such Loss arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by such Selling Holder Indemnified Person in writing specifically for use in a Registration Statement or such other registration statement, preliminary prospectus, free writing prospectus or prospectus supplement, as applicable, it being understood that a Selling Holder will only be required to furnish information regarding its legal name, address, the number of securities being registered on its behalf and such other information as may be form required by Law. Such indemnity shall remain in full force and effect regardless of applicable governmental authorities; (i) subject to Paragraph 3(D), any investigation made documents or deliveries by or on behalf of such Selling Holder Indemnified PersonSeller that are required under the Loan Documents in connection with Buyer's assumption of the Existing Mortgage; and (j) evidence reasonably satisfactory to the Title Company that all necessary authorizations of the transaction provided herein have been obtained by Seller, and shall survive such other documents and instruments as may be reasonably requested by the transfer of such securities by such Selling HolderTitle Company in order to consummate the transaction contemplated hereby and to issue the Owner's Policy (provided that the same do not materially decrease Seller's rights or materially increase Seller's obligations hereunder).

By Seller. In the event of a registration of any Registrable Securities under the Securities Act pursuant to this Agreement, Seller will shall indemnify and hold harmless each Selling Holder thereunderParent, its directors, officers, employees Buyers and agents their respective Affiliates and each Person, if any, who controls such Selling Holder within the meaning of the Securities Act and the Exchange Act, and its directors, officers, employees or agents (collectively, the “Selling Holder Indemnified Persons”), against any losses, claims, damages, expenses or liabilities (including reasonable attorneys’ fees and expenses) representatives (collectively, “LossesBuyer Indemnitees”)) from, joint and pay and reimburse each Buyer Indemnitee from and against any and all Damages (without duplication) incurred in connection with, arising out of, resulting from or several, to which such Selling Holder Indemnified Person may become subject under relating to: (a) the Securities Act, the Exchange Act inaccuracy or otherwise, insofar as such Losses (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement breach of any material fact representation or warranty by the Seller in this Agreement or any certificate or other instrument furnished or to be furnished by the Seller under this Agreement; (in the case b) any breach of any prospectus, covenant or agreement by Seller in light of the circumstances under which such statement is made) contained in a Registration Statement this Agreement or any other registration statement contemplated Transaction Documents (other than the Indemnification Undertaking); (c) any claim by a third party which if true would constitute a breach by the Seller or of any of the representations or warranties or other provisions of this Agreement, Agreement or the other Transaction Documents (other than the Indemnification Undertaking); (d) any preliminary prospectus, prospectus supplement, free writing prospectus payment imposed on any of the Buyer Indemnitees to a Person who was employed in or final prospectus contained thereinengaged by the Seller or the Business and not hired by the Israeli Buyer, or any amendment claim against any of the Buyer Indemnitees made by employee or supplement thereofconsultants of the Seller, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectusincluding Buyer Employees, in light each case in respect of the circumstances under period during which they were made) not misleading, engaged or employed by the Seller and will reimburse each such Selling Holder Indemnified Person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such Loss or actions or proceedings; provided, however, that Seller will not be liable in any such case if and except to the extent that such claim would have been avoided if the Israeli Buyer had complied with its obligations under Section 6.6; (f) all Taxes imposed on or asserted against the income, gains, assets or operations of the Seller or the Assets or the IP Assets for the period prior to and including the Closing Date, or as a result of the consummation of the transactions contemplated by this Agreement other than VAT payable pursuant to Section 2.5; (g) any such Loss arises out Excluded Liability or Excluded Asset; or (h) the ownership or operation of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by such Selling Holder Indemnified Person in writing specifically for use in a Registration Statement or such other registration statement, preliminary prospectus, free writing prospectus or prospectus supplement, as applicable, it being understood that a Selling Holder will only be required to furnish information regarding its legal name, addressthe Business, the number Assets and the IP Assets by Seller prior to the Closing. Nothing in this Section 9.1.1 shall make the Seller liable to indemnify the Buyer Indemnities for obligations of securities being registered on its behalf the Parent and such other information as may be required by Law. Such indemnity shall remain Buyers, including, without limitation, in full force Sections 6.3.2, 6.6 and effect regardless of any investigation made by or on behalf of such Selling Holder Indemnified Person, and shall survive the transfer of such securities by such Selling Holder8.3.

By Seller. In Seller will, if Registrable Shares held by Seller are included in the event securities as to which such registration is being effected, indemnify Buyer, each of a registration of any Registrable Securities under the Securities Act pursuant to this Agreement, Seller will indemnify and hold harmless each Selling Holder thereunder, its directors, officers, stockholders, partners, employees and agents and each Person, if any, person who controls such Selling Holder Buyer within the meaning of Section 15 of the Securities Act and the Exchange Act, and its each of the officers, directors, officerspartners, employees and agents and each person controlling Seller within the meaning of Section 15 of the Securities Act, against all claims, losses, damages and liabilities (or agents (collectively, the “Selling Holder Indemnified Persons”actions in respect thereof), against including any losses, claims, damages, expenses or liabilities of the foregoing incurred in settlement of any litigation (including reasonable attorneys’ fees and expenses) (collectively, “Losses”' fees), joint or several, to which such Selling Holder Indemnified Person may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such Losses (or actions or proceedings, whether commenced or threatened, in respect thereof) arise arising out of or are based upon on any untrue statement (or alleged untrue statement statement) of any a material fact (in the case of any prospectus, in light of the circumstances under which such statement is made) contained in a any Registration Statement or any other registration statement contemplated by this Agreement, any preliminary prospectus, prospectus supplement, free writing prospectus or final prospectus contained thereinProspectus, or any amendment or supplement thereof, or arise out of or are based upon the omission (or alleged omission omission) to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in light of the circumstances under which they were made) not misleading, to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such Registration Statement or Prospectus, in reliance upon and will reimburse each such Selling Holder Indemnified Person in conformity with written information furnished to Buyer by Seller and stated to be specifically for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such Loss or actions or proceedingsuse therein; provided, however, that the obligation to indemnify will be individual to Seller will not and shall be liable limited to an amount equal to the net proceeds received by Seller of Registrable Shares sold in any connection with such case if and registration. In connection with a firm or best efforts underwritten offering, to the extent that any such Loss arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by such Selling Holder Indemnified Person in writing specifically for use in a Registration Statement or such other registration statement, preliminary prospectus, free writing prospectus or prospectus supplement, as applicable, it being understood that a Selling Holder will only be required to furnish information regarding its legal name, address, the number of securities being registered on its behalf and such other information as may be customarily required by Law. Such indemnity shall remain the managing underwriter, Seller will indemnify the underwriters, their officers and directors and each person who controls the underwriters (within the meaning of Section 15 of the Securities Act), to the extent customary in full force and effect regardless of any investigation made by or on behalf of such Selling Holder Indemnified Personagreements; provided, however, that the obligation to indemnify will be individual to Seller and shall survive be limited to an amount equal to the transfer net proceeds received by Seller of Registrable Shares sold in connection with such securities by such Selling Holderregistration.

By Seller. In the event of a any registration of any of the Registrable Securities Shares under the Securities Act pursuant to this Agreement, Seller each seller of Registrable Shares, severally (and not jointly or jointly and severally), will indemnify and hold harmless the Company, each Selling Holder thereunder, of its directors, directors and officers, employees and agents each underwriter, if any, and each Personperson, if any, who controls the Company or any such Selling Holder underwriter within the meaning of the Securities Act and or the Exchange Act, and its directors, officers, employees or agents (collectively, the “Selling Holder Indemnified Persons”), against any losses, claims, damages, expenses or liabilities (including reasonable attorneys’ fees and expenses) (collectively, “Losses”)liabilities, joint or several, to which the Company, such Selling Holder Indemnified Person directors and officers, underwriter, or controlling person may become subject under the Securities Act, the Exchange Act Act, state securities or blue sky laws, or otherwise, insofar as such Losses losses, claims, damages, or liabilities (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any a material fact (contained in the case of any prospectus, in light of the circumstances Registration Statement under which such statement is made) contained in a Registration Statement or any other registration statement contemplated by this AgreementRegistrable Shares were registered under the Securities Act, any preliminary prospectus, prospectus supplement, free writing prospectus or final prospectus contained thereinin the Registration Statement, or any amendment or supplement thereofto the Registration Statement, or arise out of or are based upon the any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in light of the circumstances under which they were made) not misleading, if the statement or omission was made in reliance upon and will reimburse each in conformity with information furnished in writing to the Company by or on behalf of such Selling Holder Indemnified Person seller, specifically for any legal or other expenses reasonably incurred by them use in connection with investigating the preparation of such Registration Statement, prospectus, amendment, or defending any such Loss or actions or proceedingssupplement; provided, however, that Seller will not the obligations of a Shareholder hereunder shall be liable in limited to an amount equal to the proceeds to the Shareholder arising from the sale of Registrable Shares as contemplated herein where any such case if and losses, claims, damages, or liabilities are not determined to the extent that be caused at least primarily by any such Loss arises out of or is based upon an untrue statement of material fact made by, or alleged untrue statement or any omission or alleged omission so made in conformity with information furnished by to state a material fact by, such Selling Holder Indemnified Person in writing specifically for use in a Registration Statement or such other registration statement, preliminary prospectus, free writing prospectus or prospectus supplement, as applicable, it being understood that a Selling Holder will only be required to furnish information regarding its legal name, address, the number of securities being registered on its behalf and such other information as may be required by Law. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Selling Holder Indemnified Person, and shall survive the transfer of such securities by such Selling HolderShareholder.

By Seller. In the event of a registration of any Registrable Securities under the Securities Act pursuant If prior to this AgreementClosing, Seller will indemnify breaches in any material -------- respect any of its covenants, obligations, liabilities or duties hereunder without such breach being cured within applicable notice and hold harmless each Selling Holder thereundercure periods, its directors, officers, employees or in any documents or certificates executed and agents and each Person, if any, who controls such Selling Holder within the meaning delivered by any of the Securities Act Seller Parties, or if any of Seller's representations and warranties prove to be false in any material respect as of the Exchange Act, and its directors, officers, employees or agents date deemed to be made (collectively, the “Selling Holder Indemnified Persons”a "Seller Default"), against Purchaser shall be entitled to elect one of the following options: (a) terminate its obligations to purchase and Seller's obligations to sell the Property and not proceed with Closing, whereupon Purchaser shall be entitled to a prompt return of the Xxxxxxx Money from Escrow Agent (to the extent actually paid by Purchaser) pursuant to the Xxxxxxx Money Trust Agreement as its sole and exclusive remedy (except as may be expressly set forth herein, including, without limitation, the last sentence of this Section 6.2), any and ----------- all other claims for losses, claims, damages, costs and expenses or liabilities (including being deemed waived hereby; provided however, the recovery of reasonable attorneys’ ' fees and expenses) (collectively, “Losses”), joint or several, to which such Selling Holder Indemnified Person may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such Losses (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact (in the case of any prospectus, in light of the circumstances under which such statement is made) contained in a Registration Statement or any other registration statement contemplated by this Agreement, any preliminary prospectus, prospectus supplement, free writing prospectus or final prospectus contained therein, or any amendment or supplement thereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in light of the circumstances under which they were made) not misleading, and will reimburse each such Selling Holder Indemnified Person for any legal or other expenses reasonably incurred by them in connection with investigating nonjudicial action, prior to trial or defending at trial, including any proceedings under the Bankruptcy Code, excluding, however, any attorneys' fees incurred on appeal) and expenses as hereinafter provided and any indemnification obligations set forth in this Agreement shall not be limited hereby; (b) seek specific performance of Seller's obligation to sell the Property, and if the Purchaser prevails in obtaining such Loss specific performance, Purchaser shall be entitled to recover its reasonable legal fees and costs actually incurred in obtaining the decree for specific performance (at trial but not on appeal) and otherwise Seller shall be entitled to recover its reasonable legal fees and costs in connection therewith; or actions or proceedings(c) proceed with Closing and in the event Closing occurs, exercise the rights and remedies set forth in Section ------- 6.3; provided, however, that Section 6.3 shall not apply to, and Seller will not shall --- ----------- have no liability (other than as provided in clauses (a) and (b) above and the last sentence of this Section 6.2) for any breach of Seller's representations ----------- and warranties which are known to Purchaser prior to Closing. Notwithstanding the foregoing, if there is a Seller Default and as a result thereof, Purchaser elects to seek specific performance and Purchaser is unable to obtain a judgment for specific performance of Seller's obligation to sell the Property, Purchaser shall thereafter be liable entitled to the remedy set forth in clause (a) above. If Seller hinders, delays, contests or interferes with Purchaser's receipt or retention of the Xxxxxxx Money pursuant to (a) above (or attempts to do any of the foregoing), then in any action brought thereon, the prevailing party shall be entitled to recover reasonable attorney's fees and expenses (whether incurred in connection with nonjudicial action, prior to trial, at trial or on appeal or review, including any proceedings under the Bankruptcy Code. The prevailing party in any such case action for damages, or in the event Purchaser must pursue an action to recover the Xxxxxxx Money, shall be entitled to recover reasonable attorney's fees and expenses (whether incurred in connection with nonjudicial action, prior to trial, at trial or on appeal or review, including any proceedings under the Bankruptcy Code). Notwithstanding anything contained herein to the contrary, if this Agreement is terminated pursuant to clause (a) above due to an intentional breach by Seller in any material respect of any of its covenants hereunder or if Seller knowingly and intentionally caused one of Seller's representations and warranties to be false in any material respect, or if Seller's intentional action makes it impossible to enforce specific performance, then Seller shall reimburse Purchaser for the actual, out-of-pocket third party costs (not to exceed $100,000) incurred by Purchaser in connection with this transaction which are directly related to Purchaser's due diligence regarding the condition of the Property and Purchaser's reasonable attorneys' fees in connection with the negotiation of this Agreement (but excluding any loan commitment or related fees paid by Purchaser), to the extent that any such Loss arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by such Selling Holder Indemnified Person in writing specifically for use in a Registration Statement or such other registration statement, preliminary prospectus, free writing prospectus or prospectus supplement, as applicable, it being understood that a Selling Holder will only be required costs are evidenced to furnish information regarding its legal name, address, the number of securities being registered on its behalf and such other information as may be required by Law. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Selling Holder Indemnified Person, and shall survive the transfer of such securities by such Selling HolderSeller's reasonable satisfaction.

By Seller. In the event of a any registration of any of the Registrable Securities Shares under the Securities Act pursuant to this Agreement, Seller each seller of Registrable Shares, severally (and not jointly or jointly and severally), will indemnify and hold harmless the Company, each Selling Holder thereunder, of its directors, directors and officers, employees and agents and each Personunderwriter, if any, each person, if any, who controls the Company or any such Selling Holder underwriter within the meaning of the Securities Act and or the Exchange Act, each other such stockholder and its directors, each of their officers, employees or agents (collectively, the “Selling Holder Indemnified Persons”)directors and partners and each person controlling such stockholder, against any losses, claims, damages, expenses damages or liabilities (including reasonable attorneys’ fees and expenses) (collectively, “Losses”)liabilities, joint or several, to which the Company, such Selling Holder Indemnified Person directors and officers, underwriter, controlling person or such stockholder may become subject under the Securities Act, the Exchange Act Act, state securities or blue sky laws, or otherwise, insofar as such Losses losses, claims, damages or liabilities (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any a material fact (contained in the case of any prospectus, in light of the circumstances Registration Statement under which such statement is made) contained in a Registration Statement or any other registration statement contemplated by this AgreementRegistrable Shares were registered under the Securities Act, any preliminary prospectus, prospectus supplement, free writing prospectus or final prospectus contained thereinin the Registration Statement, or any amendment or supplement thereofto the Registration Statement, or arise out of or are based upon the any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in light of the circumstances under which they were made) not misleading, if the statement or omission was made in reliance upon and will reimburse each in conformity with information furnished in writing to the Company by or on behalf of such Selling Holder Indemnified Person seller, specifically for any legal or other expenses reasonably incurred by them use in connection with investigating the preparation of such Registration Statement, prospectus, amendment, or defending any such Loss or actions or proceedingssupplement; provided, however, that Seller the sellers of Registrable Shares will not be liable in any such case if and to the extent that any such Loss loss, claim, damage or liability arises out of or is based upon an any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement or omission prospectus to the extent that prior to the filing of such Registration Statement, preliminary prospectus or alleged omission so made in conformity with final prospectus such seller has furnished to the Company information furnished by such Selling Holder Indemnified Person in writing specifically expressly for use in a such Registration Statement or such other registration statement, preliminary prospectus, free writing prospectus or prospectus supplementamendment thereof or supplement thereto, which corrected or made not misleading information previously furnished to the Company and provided further that the obligations of a Stockholder hereunder shall be limited to an amount equal to the net proceeds to the Stockholder arising from the sale of Registrable Shares as applicable, it being understood that a Selling Holder will only be required to furnish information regarding its legal name, address, the number of securities being registered on its behalf and such other information as may be required by Law. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Selling Holder Indemnified Person, and shall survive the transfer of such securities by such Selling Holdercontemplated herein.