Common use of Purchaser’s Indemnity Clause in Contracts

Purchaser’s Indemnity. Each of the Purchasers participating in registration hereunder will indemnify and hold harmless BVR, any underwriter of BVR and each person, if any, who controls BVR or such underwriter, from and against any and all losses, damages, claims, liabilities, costs or expenses (including any amounts paid in any settlement effected with the selling shareholder’s consent) to which BVR, any such underwriter or any such controlling person may become subject under applicable law or otherwise, insofar as such losses, damages, claims, liabilities (or actions or proceedings in respect thereof), costs or expenses arise out of or are based on (i) any untrue statement of any material fact contained in the Registration Statement or included in the prospectus, as amended or supplemented, or (ii) the omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances in which they were made, not misleading, and each such Purchaser will reimburse BVR, any such underwriter and each such controlling person of BVR or any such underwriter, promptly upon demand, for any reasonable legal or other expenses incurred by them in connection with investigating, preparing to defend or defending against or appearing as a third-party witness in connection with such loss, claim, damage, liability, action or proceeding; in each case to the extent, that such untrue statement or omission is contained in any information so furnished in writing by such Purchaser to BVR specifically for inclusion in the Registration Statement or such Prospectus and that such information was reasonably relied upon by BVR for use in the Registration Statement, such Prospectus or such form of prospectus or to the extent that such information related to such Purchaser or such Purchaser’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Purchaser expressly for use in the Registration Statement, such Prospectus or such form of prospectus; provided, however, that the indemnity agreement contained in this Section 5.8.2 shall not apply to amounts paid in settlement of any losses if such settlement is effected without the prior written consent of such Purchaser. In no event shall the liability of any selling Purchaser hereunder be greater in amount than the dollar amount of the net proceeds received by such Purchaser upon the sale of the Registrable Securities giving rise to such indemnification obligation. .

Purchaser’s Indemnity. Each of From and after the Purchasers participating in registration hereunder will Closing, Purchaser hereby agrees to save, protect, defend, indemnify and hold harmless BVR, any underwriter of BVR Seller and each person, if any, who controls BVR or such underwriter, Seller’s Indemnitees from and against any and all lossesloss, damagesdamage, claimsclaim, liabilitiescause of action, costs cost or expenses (including any amounts paid in any settlement effected with the selling shareholder’s consent) to which BVR, any such underwriter expense or any such controlling person may become subject under applicable law other Liabilities incurred by Seller or otherwiseits Indemnitees by reason of, insofar as such losses, damages, claims, liabilities (or actions or proceedings in with respect thereof), costs or expenses arise out of or are based on to (i) any untrue statement material breach of any material fact contained of the representations, warranties or covenants made by Purchaser in the Registration Statement or included in the prospectusAgreement, as amended or supplemented, or (ii) the omission to state therein a material fact non-performance of any covenant or obligation required to be stated therein performed by Purchaser hereunder, which expressly survive the Closing, (iii) subject to the terms and conditions of Article XII and Section 7.1(g) and Section 7.1(h), any Liability imposed upon Seller or necessary its Indemnitees relating to make the statements therein, in the light employment of the circumstances in which they were madeEmployees by New Manager (or its Affiliate) for the period from and after the Closing Date, not misleading(iv) events, and each such contractual obligations, acts or omissions of Purchaser will reimburse BVR, any such underwriter and each such controlling person of BVR or any such underwriter, promptly upon demand, for any reasonable legal of its Affiliates or other expenses incurred by them assignees of this Agreement that occur or accrue after Closing in connection with investigatingthe ownership or operation of the Property, preparing (v) damage to defend property or defending against injury to or appearing as a third-party witness death of any person or any claims for any debt or obligations occurring on or about or in connection with such loss, claim, damage, liability, action the Property or proceeding; in each case any portion thereof or with respect to the extentProperty’s operations at any time or times after Closing, or (vi) any termination fees, liquidated damages or similar fees and penalties (and any other Liabilities that such untrue statement or omission is contained in any information so furnished in writing by such Purchaser Seller would not bear if the Franchise Agreement was not terminated pursuant to BVR specifically for inclusion in the Registration Statement or such Prospectus and that such information was reasonably relied upon by BVR for use in the Registration Statement, such Prospectus or such form of prospectus or to the extent that such information related to such Purchaser or such Purchaser’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Purchaser expressly for use in the Registration Statement, such Prospectus or such form of prospectus; provided, however, that the indemnity agreement contained in this Section 5.8.2 shall not apply to amounts paid in settlement of any losses if such settlement is effected without the prior written consent of such Purchaser. In no event shall the liability of any selling Purchaser hereunder be greater in amount than the dollar amount of the net proceeds received by such Purchaser upon the sale of the Registrable Securities giving rise Property to such Purchaser) incurred by Seller or its Affiliates in connection with the termination of the Franchise Agreement as described in Section 4.10, but specifically excluding, in each instance of clauses (i) through (vi) any Liabilities for which Seller is indemnifying Purchaser for under Section 5.4(b) below. For avoidance of doubt, in the event that the Closing does not occur, Seller’s remedies shall be expressly limited to the terms and conditions of Section 15.1, including, but not limited to Purchaser’s indemnification obligation. obligations referenced therein.

Purchaser’s Indemnity. Each of the Purchasers participating in registration hereunder Purchaser agrees that it will indemnify and hold harmless BVRSeller and its respective officers, any underwriter of BVR directors, managers, partners, shareholders, members, employees, contractors, attorneys, representatives, successors, and each person, if any, who controls BVR or such underwriter, assigns (the “Seller Indemnitees”) from and against any and all losses, damages, claims, liabilities, costs or expenses (including any amounts paid in any settlement effected with the selling shareholder’s consent) Damages to which BVR, any such underwriter or any such controlling person the Seller Indemnitees may become subject under applicable law to or otherwisewhich are incurred in connection with, insofar as such losses, damages, claims, liabilities (or actions or proceedings in respect thereof), costs or expenses arise out of of, result from, or are based on attributable to any material breach of the terms of this Agreement or any certificate or other document delivered hereunder by Purchaser, including any breach of any representation or warranty made by Purchaser, or the failure by Purchaser to perform any of the covenants or obligations contained in this Agreement or in any certificate or other document delivered hereunder or pursuant to this Agreement, or any use of the Assets after Closing. In addition, Purchaser will indemnify and hold harmless the Seller Indemnitees for any Damages to which the Seller Indemnitees may become subject or which are incurred in connection with, arise out of, result from, or are attributable to: (i) any untrue statement use of any material fact contained in the Registration Statement or included in the prospectus, as amended or supplemented, or Assets after Closing; (ii) any fraud or intentional misrepresentation of Purchaser, (iii) any and all taxes, fines, interest and/or penalties of Purchaser for all taxable periods after Closing; or (iv) any and all taxes, fines, interest and/or penalties for failure to pay taxes imposed on Purchaser and/or the omission Business as a transferee or successor, by contract or pursuant to state therein a material fact required any law, rule, or regulation, which taxes relate to be stated therein an event or necessary transaction occurring after Closing. Notwithstanding anything in this Agreement to make the statements thereincontrary, in the light Purchaser shall not indemnify the Seller Indemnitees for any taxes, fines, interest and/or penalties for failure to pay taxes imposed on the Seller Indemnitees related to the tax treatment of the circumstances in which they were made, not misleading, and each such Purchaser will reimburse BVR, any such underwriter and each such controlling person of BVR or any such underwriter, promptly upon demand, for any reasonable legal or other expenses incurred by them in connection with investigating, preparing to defend or defending against or appearing as a third-party witness in connection with such loss, claim, damage, liability, action or proceeding; in each case to the extent, that such untrue statement or omission is contained in any information so furnished in writing by such Purchaser to BVR specifically for inclusion in the Registration Statement or such Prospectus and that such information was reasonably relied upon by BVR for use in the Registration Statement, such Prospectus or such form of prospectus or to the extent that such information related to such Purchaser or such Purchaser’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Purchaser expressly for use in the Registration Statement, such Prospectus or such form of prospectus; provided, however, that the indemnity agreement contained in this Section 5.8.2 shall not apply to amounts paid in settlement of any losses if such settlement is effected without the prior written consent of such Purchaser. In no event shall the liability of any selling Purchaser hereunder be greater in amount than the dollar amount purchase of the net proceeds received by such Purchaser upon the sale of the Registrable Securities giving rise to such indemnification obligation. Assets.

Purchaser’s Indemnity. Each The Purchaser hereby agrees to indemnify the Seller against, and to hold the Seller harmless from, all claims, demands, causes of the Purchasers participating in registration hereunder will indemnify and hold harmless BVRaction, any underwriter of BVR and each person, if any, who controls BVR or such underwriter, from and against any and all losses, damages, claimsobligations, debts, liabilities, costs or and expenses (including including, without limitation, reasonable attorneys' fees and disbursements actually incurred) (collectively, "CLAIMS") asserted against or incurred by the Seller in connection with or arising out of (a) the ownership, maintenance or operation of the Facilities and attributable to events occurring on or after the Closing, during the Purchaser's ownership of the Facilities, and at any amounts paid in any settlement effected with time after the selling shareholder’s consent) to which BVR, any such underwriter Purchaser or any of its affiliates (other than OpCo) takes over the operation of the Facilities following an Event of Default under the Facilities Lease, or (b) a breach of any representation, warranty or covenant of the Purchaser contained in this Agreement not disclosed to or actually known by the Seller at or before Closing. The Purchaser's obligations under this Section 11.1 shall survive the Closing until the expiration of any applicable statute of limitations for making or bringing such controlling person may become subject under applicable law or otherwise, insofar as such losses, damages, claims, liabilities (demands, or actions or proceedings in respect thereof)causes of action. Notwithstanding anything to the contrary contained herein, costs or expenses arise out of or are based on the Purchaser's indemnity obligations hereunder (i) any untrue statement will not extend to Claims arising out of any material fact contained in the Registration Statement negligence, willful misconduct or included in fraud of the prospectusSeller, as amended or supplemented, or and (ii) with respect to indemnification claims under clause (b) of this Section 11.1, (x) for a period of two (2) years following the omission to state therein a material fact required to be stated therein or necessary to make Closing Date, shall not arise until the statements thereinaggregate Claims arising during such period and resulting from the breach exceed $1,000,000, in the light of the circumstances in at which they were made, not misleadingtime such indemnity obligations shall cover all Claims, and each such Purchaser will reimburse BVR(y) after two (2) years following the Closing Date, any such underwriter and each such controlling person of BVR or any such underwriter, promptly upon demand, for any reasonable legal or other expenses incurred by them in connection with investigating, preparing to defend or defending against or appearing as a third-party witness in connection with such loss, claim, damage, liability, action or proceeding; in each case to the extent, that such untrue statement or omission is contained in any information so furnished in writing by such Purchaser to BVR specifically for inclusion in the Registration Statement or such Prospectus and that such information was reasonably relied upon by BVR for use in the Registration Statement, such Prospectus or such form of prospectus or to the extent that such information related to such Purchaser or such Purchaser’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Purchaser expressly for use in the Registration Statement, such Prospectus or such form of prospectus; provided, however, that the indemnity agreement contained in this Section 5.8.2 shall not apply to amounts paid in settlement of any losses if arise until the aggregate Claims arising during such settlement is effected without period and resulting from the prior written consent of breach exceed $10,000,000, at which time such Purchaser. In no event indemnity obligations shall the liability of any selling Purchaser hereunder be greater in amount than the dollar amount of the net proceeds received by such Purchaser upon the sale of the Registrable Securities giving rise to such indemnification obligation. cover all Claims.

Purchaser’s Indemnity. Each Subject to the provisions of the Purchasers participating in registration hereunder will indemnify Section 9.4 hereof, Purchaser hereby indemnifies Seller against and agrees to hold it harmless BVR, any underwriter of BVR and each person, if any, who controls BVR or such underwriter, from and against any and all lossesdamage, damagesloss, claimssettlement, liabilitiesobligation, costs deficiency, liability and expense (including, without limitation, reasonable expenses of investigation and attorney's fees and expenses in connection with any action, suit or expenses (including any amounts paid proceeding brought against Seller) demanded, claimed or threatened in any settlement effected with the selling shareholder’s consent) to which BVR, any such underwriter writing against Seller or any such controlling person may become subject under applicable law incurred or otherwise, insofar as such losses, damages, claims, liabilities (or actions or proceedings in respect thereof), costs or expenses arise suffered by Seller arising out of or are based on (i) any untrue statement of any material fact contained in the Registration Statement ownership or included in the prospectus, as amended or supplemented, or (ii) the omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light operation of the circumstances in which they were made, not misleading, Branches or their respective business and each properties after Closing (except as to such Purchaser will reimburse BVR, any such underwriter and each such controlling person of BVR or any such underwriter, promptly upon demand, for any reasonable legal or other expenses incurred by them in connection with investigating, preparing to defend or defending against or appearing as a third-party witness in connection with such loss, claim, damage, liability, loss or expense resulting from actions taken by Purchaser at the written direction of Seller); (ii) ownership of the Assets acquired or Liabilities assumed in the Transaction after Closing, (iii) the termination by Purchaser of any Employee employed by Seller on or after the Closing Date or (iv) the breach of any representation or warranty, or covenant or agreement made or to be performed by Purchaser (all such claims, damages, losses, settlements, obligations, deficiencies, liabilities and expenses under clauses (i), (ii), and (iii) being hereinafter collectively referred to as "Purchaser Indemnifiable Claims". Any direct claim by Seller against Purchaser, as distinguished from a claim against Seller by a third party, shall be settled by arbitration pursuant to Article X. Purchaser shall not be liable under this Section 9.3 for any Purchaser Indemnifiable Claim which arises or results from any misrepresentation or breach of any covenant, representation or warranty made by Seller pursuant to this Agreement or any settlement effected by Seller without its consent (which consent shall not be unreasonably withheld) of any claim, litigation or proceeding in respect of which indemnity may be sought hereunder. Seller agrees to give prompt notice to Purchaser of the assertion of any claim, or the commencement of any suit, action or proceeding in respect to which indemnity may be sought hereunder. Purchaser may, and at the request of Seller shall, (unless Purchaser disclaims any liability or obligation under this Section 9.3 with respect to such suit, action or proceeding; ) participate in each case to and control the extent, that such untrue statement or omission is contained in any information so furnished in writing by such Purchaser to BVR specifically for inclusion in the Registration Statement or such Prospectus and that such information was reasonably relied upon by BVR for use in the Registration Statement, such Prospectus or such form of prospectus or to the extent that such information related to such Purchaser or such Purchaser’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Purchaser expressly for use in the Registration Statement, such Prospectus or such form of prospectus; provided, however, that the indemnity agreement contained in this Section 5.8.2 shall not apply to amounts paid in settlement defense of any losses if such settlement is effected without the prior written consent of such Purchaser. In no event shall the liability of any selling Purchaser hereunder be greater in amount than the dollar amount of the net proceeds received by such Purchaser upon the sale of the Registrable Securities giving rise to such indemnification obligation. suit, action or proceeding at its own expense.

Purchaser’s Indemnity. Each of the Purchasers participating in registration hereunder will indemnify Purchaser hereby indemnifies Seller against and agrees to hold it harmless BVR, any underwriter of BVR and each person, if any, who controls BVR or such underwriter, from and against any and all lossesDamages demanded, damagesclaimed or threatened in writing against Seller or incurred or suffered by Seller arising out of (a) ownership or operation of, claimsor actions taken with respect to, liabilitiesthe Assets and Liabilities after the Closing Date (except as to such Damage resulting from actions taken by Purchaser at the written direction of Seller); and (b) subject to the limitation set forth in Section 9.4, costs the breach of any representation or expenses (including warranty made by Purchaser in this Agreement. Seller agrees to give prompt notice to Purchaser of the assertion of any amounts paid claim, or the commencement of any suit, action or proceeding, in any settlement effected with the selling shareholder’s consent) respect to which BVRindemnity may be sought hereunder. Purchaser may, and at the request of Seller shall (unless Purchaser disclaims any liability or obligation under this Section 9.3 with respect to such suit, action or proceeding) participate in and control the defense of any such underwriter suit, action or proceeding at Purchaser’s own expense. In any such controlling person may become subject under applicable law suit, action or otherwiseproceeding, insofar as Seller shall have the right to retain its own counsel, but the fees and expenses of such losses, damages, claims, liabilities (or actions or proceedings in respect thereof), costs or expenses arise out of or are based on counsel shall be at Seller’s sole expense unless (i) any untrue statement Purchaser and Seller mutually agree to the retention of any material fact contained in the Registration Statement or included in the prospectus, as amended or supplemented, such counsel or (ii) the omission named parties to state therein a material fact required any such suit, action, or proceeding (including any impleaded parties) include both Purchaser and Seller, and in the reasonable judgment of Seller, representation of Purchaser and Seller by the same counsel would be inadvisable due to actual or potential differing defenses or conflicts of interests between them. Seller shall have the right to settle or compromise any claim or liability subject to indemnification under this Section, and to be stated therein or necessary to make the statements thereinindemnified from and against Damages resulting therefrom, in the light unless Purchaser, within sixty (60) calendar days after receiving written notice of the circumstances claim or liability, notifies Seller that it intends to defend against such claim or liability and undertakes such defense, or, if required in which they were madea shorter time than sixty (60) calendar days, Purchaser makes the requisite response to such claim or liability asserted. Purchaser shall not misleading, and each such Purchaser will reimburse BVR, any such underwriter and each such controlling person of BVR or any such underwriter, promptly upon demand, be liable under this Section for any reasonable legal settlement in an amount greater than $50,000 unless Purchaser has given its prior written consent. Seller may settle any claim for $50,000 or other expenses incurred by them in connection with investigating, preparing to defend or defending against or appearing as a third-party witness in connection with such loss, claim, damage, liability, action or proceeding; in each case to the extent, that such untrue statement or omission is contained in any information so furnished in writing by such Purchaser to BVR specifically for inclusion in the Registration Statement or such Prospectus and that such information was reasonably relied upon by BVR for use in the Registration Statement, such Prospectus or such form of prospectus or to the extent that such information related to such Purchaser or such less without Purchaser’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Purchaser expressly for use in the Registration Statement, such Prospectus or such form of prospectus; provided, however, that the indemnity agreement contained in this Section 5.8.2 shall not apply to amounts paid in settlement of any losses if such settlement is effected without the prior written consent of such Purchaser. In no event shall the liability of any selling Purchaser hereunder be greater in amount than the dollar amount of the net proceeds received by such Purchaser upon the sale of the Registrable Securities giving rise to such indemnification obligation. consent.

Purchaser’s Indemnity. Each (a) Subject to the terms and conditions of this Agreement, if Closing occurs, the Purchasers participating in registration hereunder will indemnify Purchaser shall be liable for, and as a separate covenant, indemnify, defend, save and hold harmless BVR, any underwriter of BVR COPCO and each personVendor, if anyits Affiliates, who controls BVR or such underwriterand each of their respective officers, directors, partners, managing directors, employees, agents, consultants, representatives, and successors (each, a “Vendor Entity”) harmless from and against any all Losses and all lossesLiabilities incurred or suffered by a Vendor Entity arising out of, damagesrelating to, claims, liabilities, costs or expenses (including any amounts paid in any settlement effected with the selling shareholder’s consent) to which BVR, any such underwriter or any such controlling person may become subject under applicable law or otherwise, insofar as such losses, damages, claims, liabilities (or actions or proceedings in respect thereof), costs or expenses arise out of or are based on resulting from: (i) any untrue statement breach of any material fact contained of the Purchaser’s representations or warranties made in this Agreement or in any certificate, instrument or other document delivered by the Registration Statement or included in the prospectus, as amended or supplemented, or Purchaser pursuant to this Agreement; (ii) any breach of any covenant or agreement made in this Agreement or in any certificate, instrument or other document delivered by the omission Purchaser pursuant to state therein a material fact this Agreement; (iii) the operation, ownership, use, construction or maintenance of the WCBU Assets and the FCCL Partnership Assets arising or accruing on or after the Effective Time; and (iv) the Purchaser’s use, distribution or disclosure of the WCBU Operating Statements, Asset Reserves Report, WCBU Assets Description or Interim Period WCBU Operating Statements, if applicable, that are required under Applicable Canadian Securities Laws or Applicable US Securities Laws, or otherwise by the Purchaser to be stated therein included or necessary to make the statements thereinincorporated by reference, in the light of the circumstances in which they were made, not misleading, and each such Purchaser will reimburse BVR, any such underwriter and each such controlling person of BVR or any such underwriter, promptly upon demand, for any reasonable legal or other expenses incurred by them Offering Document in connection with investigating, preparing to defend any Financing or defending against or appearing as a thirdFollow-party witness in connection with such loss, claim, damage, liability, action or proceeding; on Financing. even if in each such case to such Losses and Liabilities are caused in whole or in part by the extentnegligence (whether sole, that such untrue statement joint or omission is contained in concurrent), strict liability or other legal fault of COPCO or any information so furnished in writing by such Purchaser to BVR specifically for inclusion in the Registration Statement or such Prospectus and that such information was reasonably relied upon by BVR for use in the Registration StatementVendor Entity, such Prospectus or such form of prospectus or except to the extent that such information related caused by or attributable to such the fraud or Gross Negligence of COPCO or any Vendor Entity. The Purchaser’s indemnity obligations set forth in Clause 12.2(a)(i) and (ii) above shall survive the Closing Date, as applicable, in accordance with the provisions of Clause 10.6(a). The Purchaser’s indemnity obligation set forth in Clause 12.2(a)(iii) above shall survive the Closing Date indefinitely. (b) The Purchaser hereby forever releases and discharges each Vendor and Vendor Entity from any Claims and all liability to the Purchaser or such the Purchaser’s proposed method successors and permitted assigns as a result of: (i) the use or reliance upon information and materials pertaining to the WCBU Assets delivered or made available by the Vendors or their respective Representatives to the Purchaser pursuant to this Agreement including any evaluations, projections, reports and interpretive or non-factual materials prepared by or for or received by the Vendors except to the extent expressly represented under Clauses 10.1(ff)(i) and 10.1(ll); and (ii) breach of distribution of Registrable Securities and was reviewed and expressly approved in writing any representation, warranty, covenant or agreement by such Purchaser expressly for use in the Registration Statement, such Prospectus or such form of prospectus; provided, however, a Vendor that the indemnity agreement contained Purchaser had actual knowledge of as at the Closing Date and failed to give notice thereof in this Section 5.8.2 shall not apply to amounts paid in settlement of any losses if such settlement is effected without the prior written consent of such Purchaser. In no event shall the liability of any selling Purchaser hereunder be greater in amount than the dollar amount of the net proceeds received by such Purchaser upon the sale of the Registrable Securities giving rise to such indemnification obligation. accordance with Clause 6.11.

Purchaser’s Indemnity. Each of From and after the Purchasers participating in registration hereunder will Closing, Purchaser hereby agrees to save, protect, defend, indemnify and hold harmless BVR, any underwriter of BVR Seller and each person, if any, who controls BVR or such underwriter, Seller’s Indemnitees from and against any and all lossesloss, damagesdamage, claimsclaim, liabilitiescause of action, costs cost or expenses (including any amounts paid in any settlement effected with the selling shareholder’s consent) to which BVR, any such underwriter expense or any such controlling person may become subject under applicable law other Liabilities incurred by Seller or otherwiseits Indemnitees by reason of, insofar as such losses, damages, claims, liabilities (or actions or proceedings in with respect thereof), costs or expenses arise out of or are based on to (i) any untrue statement material breach of any material fact contained of the representations, warranties or covenants made by Purchaser in the Registration Statement or included in the prospectusAgreement, as amended or supplemented, or (ii) the omission to state therein a material fact non-performance of any covenant or obligation required to be stated therein performed by Purchaser hereunder, which expressly survive the Closing, (iii) subject to the terms and conditions of Article XII and Section 7.1(g) and Section 7.1(h), any Liability imposed upon Seller or necessary its Indemnitees relating to make the statements therein, in the light employment of the circumstances in which they were madeEmployees by New Manager (or its Affiliate) for the period from and after the Closing Date, not misleading(iv) events, and each such contractual obligations, acts or omissions of Purchaser will reimburse BVR, any such underwriter and each such controlling person of BVR or any such underwriter, promptly upon demand, for any reasonable legal of its Affiliates or other expenses incurred by them assignees of this Agreement that occur or accrue after Closing in connection with investigatingthe ownership or operation of the Property, preparing (v) damage to defend property or defending against injury to or appearing as a third-party witness death of any person or any claims for any debt or obligations occurring on or about or in connection with such loss, claim, damage, liability, action the Property or proceeding; in each case any portion thereof or with respect to the extentProperty’s operations at any time or times after Closing, and (vi) any termination fees, liquidated damages or similar fees and penalties (and any other Liabilities that such untrue statement or omission is contained in any information so furnished in writing by such Purchaser Seller would not bear if the Franchise Agreement was not terminated pursuant to BVR specifically for inclusion in the Registration Statement or such Prospectus and that such information was reasonably relied upon by BVR for use in the Registration Statement, such Prospectus or such form of prospectus or to the extent that such information related to such Purchaser or such Purchaser’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Purchaser expressly for use in the Registration Statement, such Prospectus or such form of prospectus; provided, however, that the indemnity agreement contained in this Section 5.8.2 shall not apply to amounts paid in settlement of any losses if such settlement is effected without the prior written consent of such Purchaser. In no event shall the liability of any selling Purchaser hereunder be greater in amount than the dollar amount of the net proceeds received by such Purchaser upon the sale of the Registrable Securities giving rise Property to such Purchaser) incurred by Seller or its Affiliates in connection with the termination of the Franchise Agreement as described in Section 4.8, but specifically excluding, in each instance of clauses (i) through (vi) any Liabilities for which Seller is indemnifying Purchaser for under Section 5.4(b) below. For avoidance of doubt, in the event that the Closing does not occur, Seller’s remedies shall be expressly limited to the terms and conditions of Section 15.1, including, but not limited to Purchaser’s indemnification obligationobligations referenced therein. Notwithstanding anything to the contrary set forth in this Agreement, this Section 5.4 (a) shall not be applicable to Seller’s obligations under Section 10.1(a) to complete the Renovation Work.

Purchaser’s Indemnity. Each of From and after the Purchasers participating in registration hereunder will Closing, Purchaser hereby agrees to save, protect, defend, indemnify and hold harmless BVR, any underwriter of BVR Seller and each person, if any, who controls BVR or such underwriter, Seller’s Indemnitees from and against any and all lossesloss, damagesdamage, claimsclaim, liabilitiescause of action, costs cost or expenses (including any amounts paid in any settlement effected with the selling shareholder’s consent) to which BVR, any such underwriter expense or any such controlling person may become subject under applicable law other Liabilities incurred by Seller or otherwiseits Indemnitees by reason of, insofar as such losses, damages, claims, liabilities (or actions or proceedings in with respect thereof), costs or expenses arise out of or are based on to (i) any untrue statement material breach of any material fact contained of the representations, warranties or covenants made by Purchaser in the Registration Statement or included in the prospectusAgreement, as amended or supplemented, or (ii) the omission to state therein a material fact non-performance of any covenant or obligation required to be stated therein performed by Purchaser hereunder, which expressly survive the Closing, (iii) subject to the terms and conditions of Article XII and Section 7.1(g) and Section 7.1(h), any Liability imposed upon Seller or necessary its Indemnitees relating to make the statements thereinemployment of the Employees by New Manager (or its Affiliate) for the period from and after the Closing Date, (iv) events, contractual obligations, acts or omissions of Purchaser or any of its Affiliates or assignees of this Agreement that occur or accrue after Closing in connection with the ownership or operation of the Property, (v) damage to property or injury to or death of any person or any claims for any debt or obligations occurring on or about or in connection with the Property or any portion thereof or with respect to the Property’s operations at any time or times after Closing or (vi) any termination fees, liquidated damages or similar fees and penalties incurred by Seller or Affiliates of Seller that Purchaser is indemnifying Seller and its Affiliates against pursuant to Section 4.9, but specifically excluding, in each instance of clauses (i) through (vi) any Liabilities for which Seller is indemnifying Purchaser for under Section 5.4(b) below. For avoidance of doubt, in the light of event that the circumstances in which they were madeClosing does not occur, not misleading, and each such Purchaser will reimburse BVR, any such underwriter and each such controlling person of BVR or any such underwriter, promptly upon demand, for any reasonable legal or other expenses incurred by them in connection with investigating, preparing to defend or defending against or appearing as a third-party witness in connection with such loss, claim, damage, liability, action or proceeding; in each case Seller’s remedies shall be expressly limited to the extentterms and conditions of Section 15.1, that such untrue statement or omission is contained in any information so furnished in writing by such Purchaser including, but not limited to BVR specifically for inclusion in the Registration Statement or such Prospectus and that such information was reasonably relied upon by BVR for use in the Registration Statement, such Prospectus or such form of prospectus or to the extent that such information related to such Purchaser or such Purchaser’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Purchaser expressly for use in the Registration Statement, such Prospectus or such form of prospectus; provided, however, that the indemnity agreement contained in this Section 5.8.2 shall not apply to amounts paid in settlement of any losses if such settlement is effected without the prior written consent of such Purchaser. In no event shall the liability of any selling Purchaser hereunder be greater in amount than the dollar amount of the net proceeds received by such Purchaser upon the sale of the Registrable Securities giving rise to such indemnification obligation. obligations referenced therein.

Purchaser’s Indemnity. Each The Purchaser hereby agrees to indemnify the Seller against, and to hold the Seller harmless from, all claims, demands, causes of the Purchasers participating in registration hereunder will indemnify and hold harmless BVRaction, any underwriter of BVR and each person, if any, who controls BVR or such underwriter, from and against any and all losses, damages, claimsobligations, debts, liabilities, costs or and expenses (including including, without limitation, reasonable attorneys' fees and disbursements actually incurred) (collectively, "Claims") asserted against or incurred by the Seller in connection with or arising out of (a) the ownership, maintenance or operation of the Facilities and attributable to events occurring on or after the Closing, during the Purchaser's ownership of the Facilities, and at any amounts paid in any settlement effected with time after the selling shareholder’s consent) to which BVR, any such underwriter Purchaser or any of its affiliates (other than OpCo) takes over the operation of the Facilities following an Event of Default under the Facilities Lease, or (b) a breach of any representation, warranty or covenant of the Purchaser contained in this Agreement not disclosed to or actually known by the Seller at or before Closing. The Purchaser's obligations under this Section 11.1 shall survive the Closing until the expiration of any applicable statute of limitations for making or bringing such controlling person may become subject under applicable law or otherwise, insofar as such losses, damages, claims, liabilities (demands, or actions or proceedings in respect thereof)causes of action. Notwithstanding anything to the contrary contained herein, costs or expenses arise out of or are based on the Purchaser's indemnity obligations hereunder (i) any untrue statement will not extend to Claims arising out of any material fact contained in the Registration Statement negligence, willful misconduct or included in fraud of the prospectusSeller, as amended or supplemented, or and (ii) with respect to indemnification claims under clause (b) of this Section 11.1, (x) for a period of two (2) years following the omission to state therein a material fact required to be stated therein or necessary to make Closing Date, shall not arise until the statements thereinaggregate Claims arising during such period and resulting from the breach exceed $1,000,000, in the light of the circumstances in at which they were made, not misleadingtime such indemnity obligations shall cover all Claims, and each such Purchaser will reimburse BVR(y) after two (2) years following the Closing Date, any such underwriter and each such controlling person of BVR or any such underwriter, promptly upon demand, for any reasonable legal or other expenses incurred by them in connection with investigating, preparing to defend or defending against or appearing as a third-party witness in connection with such loss, claim, damage, liability, action or proceeding; in each case to the extent, that such untrue statement or omission is contained in any information so furnished in writing by such Purchaser to BVR specifically for inclusion in the Registration Statement or such Prospectus and that such information was reasonably relied upon by BVR for use in the Registration Statement, such Prospectus or such form of prospectus or to the extent that such information related to such Purchaser or such Purchaser’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Purchaser expressly for use in the Registration Statement, such Prospectus or such form of prospectus; provided, however, that the indemnity agreement contained in this Section 5.8.2 shall not apply to amounts paid in settlement of any losses if arise until the aggregate Claims arising during such settlement is effected without period and resulting from the prior written consent of breach exceed $10,000,000, at which time such Purchaser. In no event indemnity obligations shall the liability of any selling Purchaser hereunder be greater in amount than the dollar amount of the net proceeds received by such Purchaser upon the sale of the Registrable Securities giving rise to such indemnification obligation. cover all Claims.

Purchaser’s Indemnity. Each of the Purchasers participating in registration hereunder will Purchaser and Voxware shall indemnify --------------------- and hold harmless BVRSeller, and its Affiliates and their respective successors and assigns against and in respect of: (a) any underwriter damage, loss, cost, expense or liability (including reasonable attorneys' fees) resulting to Seller from any false, misleading or inaccurate representation, breach of BVR warranty or nonfulfillment of any agreement, covenant or condition on the part of Purchaser or Voxware under this Agreement and each personthe Transaction Documents or from any misrepresentation in or any omission from any certificate, if anylist, who controls BVR schedule or such underwriterother instrument to be furnished to Seller hereunder; (b) all liabilities and obligations of Purchaser and Voxware of any kind or nature whatsoever whether accrued, absolute, fixed, contingent, known or unknown, including but not limited to liabilities arising after the Closing Date under the Assumed Contracts or from and against any and Purchaser's use, exploitation, sale or transfer of the Assets after the Closing Date; and (c) all losses, damages, claims, liabilitiesactions, suits, proceedings, demands, assessments, judgments, costs or and expenses (including incident to any amounts paid of the foregoing. This indemnity agreement in any settlement effected this Section 5.3 shall be the exclusive remedy of Seller with respect to the selling shareholder’s consentmatters set forth in Section 5.3(a) , and shall be subject to which BVR, any such underwriter or any such controlling person may become subject under applicable law or otherwise, insofar as such losses, damages, claims, liabilities (or actions or proceedings in respect thereof), costs or expenses arise out of or are based on the following limitations: (i) any untrue statement of any material fact contained no claim for indemnification for the matters set forth in Section 5.3(a) shall be made until the Registration Statement aggregate loss or included in the prospectus, as amended or supplemented, or damages to Seller resulting therefrom exceeds $50,000; (ii) the omission to state therein a material fact required to be stated therein or necessary to make the statements therein, Purchaser shall indemnify Seller in the light full (inclusive of the circumstances in which they were made, not misleading, and each such Purchaser will reimburse BVR, any such underwriter and each such controlling person of BVR or any such underwriter, promptly upon demand, first $50,000) for any reasonable legal claim for indemnification under Section 5.3(a) when the losses or other expenses incurred by them in connection with investigating, preparing to defend or defending against or appearing as a third-party witness in connection with such loss, claim, damage, liability, action or proceeding; in each case damages to the extent, that such untrue statement or omission is contained Seller resulting from therefrom exceed $50,000; and (iii) in any information so furnished in writing by such Purchaser to BVR specifically for inclusion in the Registration Statement or such Prospectus and that such information was reasonably relied upon by BVR for use in the Registration Statement, such Prospectus or such form of prospectus or no event shall Purchaser's aggregate indemnification liability with respect to the extent that such information related to such Purchaser or such Purchaser’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved matters set forth in writing by such Purchaser expressly for use in the Registration Statement, such Prospectus or such form of prospectus; provided, however, that the indemnity agreement contained in this Section 5.8.2 5.3(a) exceed $1,000,000. The foregoing limitations shall not apply to amounts paid Purchaser's indemnification obligations with respect to the matters set forth in settlement of any losses if such settlement is effected without the prior written consent of such Purchaser. In no event shall the liability of any selling Purchaser hereunder be greater in amount than the dollar amount of the net proceeds received by such Purchaser upon the sale of the Registrable Securities giving rise to such indemnification obligation. Section 5.3(b).

Purchaser’s Indemnity. Each From and after Closing, Purchaser agrees to indemnify, defend (with Seller having the right to retain counsel for the purpose of the Purchasers participating in registration hereunder will indemnify such defense, at its sole cost and expense) and hold Seller and its officers, directors, employees, stockholders, affiliates, members, heirs, successors and assigns (each a “Seller Indemnified Party”) harmless BVR, any underwriter of BVR and each person, if any, who controls BVR or such underwriter, from and against the following: (a) any Loss incurred by a Seller Indemnified Party after the Closing, resulting from any inaccuracy in or breach of any representation or warranty of Purchaser under this Agreement, or under any document or agreement delivered pursuant to this Agreement, where the total losses or damages from such inaccuracies and all lossesbreaches exceed the Basket Amount as defined in Section 13.3 below; (b) any Loss incurred by a Seller Indemnified Party after the Closing, damages, claims, liabilities, costs resulting from any breach or expenses default by Purchaser of any Obligation (including other than any amounts paid in representation or warranty) of Purchaser under this Agreement or under any settlement effected with the selling shareholder’s consentdocument or agreement delivered pursuant to this Agreement; (c) any injury to which BVR, person or property causing any such underwriter Loss to Seller resulting from or any such controlling person may become subject under applicable law or otherwise, insofar as such losses, damages, claims, liabilities (or actions or proceedings in respect thereof), costs or expenses arise arising out of or are based on (i) any untrue statement of any material fact contained in the Registration Statement or included in the prospectus, as amended or supplemented, or (ii) the omission work performed by Purchaser pursuant to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances in which they were made, not misleading, and each such Purchaser will reimburse BVR, any such underwriter and each such controlling person of BVR or any such underwriter, promptly upon demand, for any reasonable legal or other expenses incurred by them in connection with investigating, preparing to defend or defending against or appearing as a third-party witness in connection with such loss, claim, damage, liability, action or proceeding; in each case to the extent, that such untrue statement or omission is contained in any information so furnished in writing by such Purchaser to BVR specifically for inclusion in the Registration Statement or such Prospectus and that such information was reasonably relied upon by BVR for use in the Registration Statement, such Prospectus or such form of prospectus or to the extent that such information related to such Purchaser or such Purchaser’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Purchaser expressly for use in the Registration Statement, such Prospectus or such form of prospectusSection 3.3 hereof; provided, however, that the indemnity agreement contained in this Section 5.8.2 shall not apply to amounts paid in settlement of any losses if such settlement is effected without the prior written consent of such Purchaser. In no event shall Purchaser be liable for any preexisting conditions (except to the liability extent exacerbated by the activities of Purchaser and/or its agents); (d) any selling Purchaser hereunder be greater in amount than the dollar amount and all Losses incurred by a Seller Indemnified Party resulting from or arising out of Purchaser’s operation of the net proceeds received Property after the Closing Date; provided, however, that in no event shall Purchaser be liable for any preexisting conditions (except to the extent exacerbated by such the activities of Purchaser upon the sale and/or its agents); and (e) all costs and expenses, including reasonable attorneys’ fees, related to any actions, suits or judgments incident to any of the Registrable Securities giving rise to such indemnification obligation. foregoing.

Purchaser’s Indemnity. Each During the Indemnification Period (or thereafter solely with respect to any claim for which indemnification has been made prior to expiration of the Purchasers participating in registration hereunder will Indemnification Period), Purchaser shall indemnify and hold harmless BVRSellers, any underwriter of BVR its Affiliates and each person, if any, who controls BVR or such underwriter, its representatives from and against any and all lossesLosses incurred or suffered by Sellers, damagesits Affiliates or its representatives, claimsarising out of, liabilities, costs resulting from or expenses relating to: (including any amounts paid in any settlement effected with the selling shareholder’s consenta) to which BVR, any such underwriter or any such controlling person may become subject under applicable law or otherwise, insofar as such losses, damages, claims, liabilities (or actions or proceedings in respect thereof), costs or expenses arise out of or are based on (i) any untrue statement Any breach of any material fact of the representations or warranties made by Purchaser in this Agreement; (b) Any failure by Purchaser to perform any of its covenants or agreements contained in this Agreement; or (c) The Assumed Liabilities and any Liabilities arising from Purchaser's ownership and control of the Registration Statement Assets, the Business and the Systems after the Closing Date; provided, however that no such indemnity shall be available to Sellers for Losses that relate to any circumstance, act or included in the prospectusomission constituting a breach of any representation or warranty by Purchaser or failure of Purchaser to comply with any of their covenants or agreements hereunder if Sellers had knowledge of such circumstance, as amended act, omission or supplemented, or (ii) the omission to state therein a material fact required to be stated therein or necessary to make the statements thereinfailure at Closing, in which event Purchaser have no obligation with respect thereto. Notwithstanding any provision contained in this Agreement to the light of the circumstances in which they were madecontrary, Sellers, Centennial or Purchaser shall not misleadingbe liable under Section 12.2 or 12.3, respectively, until, and each such Purchaser will reimburse BVR, any such underwriter and each such controlling person of BVR or any such underwriter, promptly upon demand, for any reasonable legal or other expenses incurred by them in connection with investigating, preparing to defend or defending against or appearing as a third-party witness in connection with such loss, claim, damage, liability, action or proceeding; in each case thereafter only to the extent, that the aggregate amount of its respective indemnification obligations pursuant to this Section 12 exceeds on an aggregate basis $750,000, and then in such untrue statement or omission is contained in any information so furnished in writing by such Purchaser case Sellers and Purchaser, as the case may be, will be liable only for the excess over $750,000 up to BVR specifically for inclusion the amount stated in the Registration Statement or such Prospectus and that such information was reasonably relied upon by BVR for use in the Registration Statement, such Prospectus or such form of prospectus or to the extent that such information related to such Purchaser or such Purchaser’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Purchaser expressly for use in the Registration Statement, such Prospectus or such form of prospectus; provided, however, that the indemnity agreement next succeeding sentence. Notwithstanding anything contained in this Section 5.8.2 shall not apply Agreement to amounts paid in settlement of any losses if such settlement is effected without the prior written consent of such Purchaser. In no event shall contrary, the maximum aggregate liability of any selling Sellers under Section 12.2 shall be $12,500,000 and the maximum aggregate liability of Purchaser hereunder under Section 12.3 shall be greater in amount than the dollar amount of the net proceeds received by such Purchaser upon the sale of the Registrable Securities giving rise to such indemnification obligation. $12,500,000.

Purchaser’s Indemnity. Each of From and after the Purchasers participating in registration hereunder will Closing, Purchaser hereby agrees to save, protect, defend, indemnify and hold harmless BVR, any underwriter of BVR Seller and each person, if any, who controls BVR or such underwriter, Seller’s Indemnitees from and against any and all lossesloss, damagesdamage, claimsclaim, liabilitiescause of action, costs cost or expenses (including any amounts paid in any settlement effected with the selling shareholder’s consent) to which BVR, any such underwriter expense or any such controlling person may become subject under applicable law other Liabilities incurred by Seller or otherwiseits Indemnitees by reason of, insofar as such losses, damages, claims, liabilities (or actions or proceedings in with respect thereof), costs or expenses arise out of or are based on to (i) any untrue statement material breach of any material fact contained of the representations, warranties or covenants made by Purchaser in the Registration Statement or included in the prospectusAgreement, as amended or supplemented, or (ii) the omission to state therein a material fact non-performance of any covenant or obligation required to be stated therein performed by Purchaser hereunder, which expressly survive the Closing, (iii) subject to the terms and conditions of Article XII and Section 7.1(g) and Section 7.1(h), any Liability imposed upon Seller or necessary its Indemnitees relating to make the statements therein, in the light employment of the circumstances in which they were madeEmployees by New Manager (or its Affiliate) for the period from and after the Closing Date, not misleading(iv) events, and each such contractual obligations, acts or omissions of Purchaser will reimburse BVR, any such underwriter and each such controlling person of BVR or any such underwriter, promptly upon demand, for any reasonable legal of its Affiliates or other expenses incurred by them assignees of this Agreement that occur or accrue after Closing in connection with investigatingthe ownership or operation of the Property, preparing (v) damage to defend property or defending against injury to or appearing as a third-party witness death of any person or any claims for any debt or obligations occurring on or about or in connection with such loss, claim, damage, liability, action the Property or proceeding; in each case any portion thereof or with respect to the extentProperty’s operations at any time or times after Closing, and (vi) any termination fees, liquidated damages or similar fees and penalties (and any other Liabilities that such untrue statement or omission is contained in any information so furnished in writing by such Purchaser Seller would not bear if the Franchise Agreement was not terminated pursuant to BVR specifically for inclusion in the Registration Statement or such Prospectus and that such information was reasonably relied upon by BVR for use in the Registration Statement, such Prospectus or such form of prospectus or to the extent that such information related to such Purchaser or such Purchaser’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Purchaser expressly for use in the Registration Statement, such Prospectus or such form of prospectus; provided, however, that the indemnity agreement contained in this Section 5.8.2 shall not apply to amounts paid in settlement of any losses if such settlement is effected without the prior written consent of such Purchaser. In no event shall the liability of any selling Purchaser hereunder be greater in amount than the dollar amount of the net proceeds received by such Purchaser upon the sale of the Registrable Securities giving rise Property to such Purchaser) incurred by Seller or its Affiliates in connection with the termination of the Franchise Agreement as described in Section 4.10, but specifically excluding, in each instance of clauses (i) through (vi) any Liabilities for which Seller is indemnifying Purchaser for under Section 5.4(b) below. For avoidance of doubt, in the event that the Closing does not occur, Seller’s remedies shall be expressly limited to the terms and conditions of Section 15.1, including, but not limited to Purchaser’s indemnification obligation. obligations referenced therein.

Purchaser’s Indemnity. Each of the Purchasers participating in registration hereunder will indemnify Purchaser shall indemnify, defend and hold Seller Indemnitees harmless BVR, any underwriter of BVR and each person, if any, who controls BVR or such underwriter, from and against any Losses, subject to the limitations and all lossesprovisions of this Section 10 asserted against, damagesimposed upon, claimsresulting to, liabilities, costs or expenses (including any amounts paid in any settlement effected with the selling shareholder’s consent) to which BVR, any such underwriter or any such controlling person may become subject under applicable law or otherwise, insofar as such losses, damages, claims, liabilities (or actions or proceedings in respect thereof), costs or expenses arise out of or are based on (i) any untrue statement of any material fact contained in the Registration Statement or included in the prospectus, as amended or supplemented, or (ii) the omission to state therein a material fact required to be stated therein paid by, or necessary to make the statements thereinincurred by any Seller Indemnitees, directly or indirectly, in connection with, arising out of, or which would not have occurred but for: (a) the light breach of any representation or warranty made by any of the circumstances Purchasers in which they were made, not misleading, and each such Purchaser will reimburse BVR, any such underwriter and each such controlling person of BVR this Agreement or any such underwriter, promptly upon demand, for any reasonable legal or other expenses incurred by them in connection with investigating, preparing to defend or defending against or appearing as a third-party witness in connection with such loss, claim, damage, liability, action or proceeding; in each case to the extent, that such untrue statement or omission is contained in any information so certificate, document or agreement furnished in writing pursuant hereto by such Purchaser a Purchaser; (b) any breach or nonfulfillment by any of the Purchasers of any of their covenants or agreements under this Agreement (other than Section 11.2, which shall be covered by Section 11.1) or under any certificate, document or agreement furnished pursuant hereto by any of the Purchasers; (c) the Assumed Liabilities, including Purchasers’ (and, after the Closing, an Acquired Entity’s) failure to BVR specifically for inclusion in the Registration Statement or such Prospectus and that such information was reasonably relied upon by BVR for use in the Registration Statementsatisfy any of its obligations relating thereto, such Prospectus or such form of prospectus or except to the extent that such information related Losses relate to such Purchaser or such Purchaser’s proposed method result from, directly or indirectly, a breach of distribution any representation or warranty of Registrable Securities and was reviewed and expressly approved in writing by such Purchaser expressly for use in either of the Registration Statement, such Prospectus or such form of prospectus; provided, however, that the indemnity agreement contained Sellers in this Section 5.8.2 shall not apply to amounts paid in settlement Agreement; and (d) the ownership, operation or use of the Acquired Assets, the Acquired Entities, the TCS Ltd. Shares, the Iberian Shares, the Benelux Shares, the Aether Shares and the Business after the Closing by any losses if such settlement is effected without of the prior written consent Purchasers (and after the Closing, an Acquired Entity) except for any of such Purchaser. In no event shall the liability of matters for which any selling Purchaser hereunder be greater in amount than the dollar amount of the net proceeds received by such Purchaser upon the sale of the Registrable Securities giving rise to such indemnification obligation. Sellers are otherwise liable under this Agreement.

Purchaser’s Indemnity. Each of From and after the Purchasers participating in registration hereunder will Closing, Purchaser hereby agrees to save, protect, defend, indemnify and hold harmless BVR, any underwriter of BVR Seller and each person, if any, who controls BVR or such underwriter, Seller’s Indemnitees from and against any and all lossesloss, damagesdamage, claimsclaim, liabilitiescause of action, costs cost or expenses (including any amounts paid in any settlement effected with the selling shareholder’s consent) to which BVR, any such underwriter expense or any such controlling person may become subject under applicable law other Liabilities incurred by Seller or otherwiseits Indemnitees by reason of, insofar as such losses, damages, claims, liabilities (or actions or proceedings in with respect thereof), costs or expenses arise out of or are based on to (i) any untrue statement material breach of any material fact contained of the representations, warranties or covenants made by Purchaser in the Registration Statement or included in the prospectusAgreement, as amended or supplemented, or (ii) the omission to state therein a material fact non-performance of any covenant or obligation required to be stated therein performed by Purchaser hereunder, which expressly survive the Closing, (iii) subject to the terms and conditions of Article XII and Section 7.1(g) and Section 7.1(h), any Liability imposed upon Seller or necessary its Indemnitees relating to make the statements therein, in the light employment of the circumstances in which they were madeEmployees by New Manager (or its Affiliate) for the period from and after the Closing Date, not misleading(iv) events, and each such contractual obligations, acts or omissions of Purchaser will reimburse BVR, any such underwriter and each such controlling person of BVR or any such underwriter, promptly upon demand, for any reasonable legal of its Affiliates or other expenses incurred by them assignees of this Agreement that occur or accrue after Closing in connection with investigatingthe ownership or operation of the Property, preparing (v) damage to defend property or defending against injury to or appearing as a third-party witness death of any person or any claims for any debt or obligations occurring on or about or in connection with such loss, claim, damage, liability, action the Property or proceeding; in each case any portion thereof or with respect to the extentProperty’s operations at any time or times after Closing, and (vi) any termination fees, liquidated damages or similar fees and penalties (and any other Liabilities that such untrue statement or omission is contained in any information so furnished in writing by such Purchaser Seller would not bear if the Franchise Agreement was not terminated pursuant to BVR specifically for inclusion in the Registration Statement or such Prospectus and that such information was reasonably relied upon by BVR for use in the Registration Statement, such Prospectus or such form of prospectus or to the extent that such information related to such Purchaser or such Purchaser’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Purchaser expressly for use in the Registration Statement, such Prospectus or such form of prospectus; provided, however, that the indemnity agreement contained in this Section 5.8.2 shall not apply to amounts paid in settlement of any losses if such settlement is effected without the prior written consent of such Purchaser. In no event shall the liability of any selling Purchaser hereunder be greater in amount than the dollar amount of the net proceeds received by such Purchaser upon the sale of the Registrable Securities giving rise Property to such Purchaser) incurred by Seller or its Affiliates in connection with the termination of the Franchise Agreement as described in Section 4.9, but specifically excluding, in each instance of clauses (i) through (vi) any Liabilities for which Seller is indemnifying Purchaser for under Section 5.4(b) below. For avoidance of doubt, in the event that the Closing does not occur, Seller’s remedies shall be expressly limited to the terms and conditions of Section 15.1, including, but not limited to Purchaser’s indemnification obligationobligations referenced therein. Notwithstanding anything to the contrary set forth in this Agreement, this Section 5.4 shall not be applicable to Seller’s obligations under Section 10.1(b) to complete the Renovation Work.

Purchaser’s Indemnity. Each During the Indemnification Period (or thereafter solely with respect to any claim for which indemnification has been made prior to expiration of the Purchasers participating in registration hereunder will Indemnification Period), Purchaser shall indemnify and hold harmless BVRSellers, any underwriter of BVR its Affiliates and each person, if any, who controls BVR or such underwriter, its representatives from and against any and all lossesLosses incurred or suffered by Sellers, damagesits Affiliates or its representatives, claimsarising out of, liabilities, costs resulting from or expenses relating to: (including any amounts paid in any settlement effected with the selling shareholder’s consenta) to which BVR, any such underwriter or any such controlling person may become subject under applicable law or otherwise, insofar as such losses, damages, claims, liabilities (or actions or proceedings in respect thereof), costs or expenses arise out of or are based on (i) any untrue statement Any breach of any material fact of the representations or warranties made by Purchaser in this Agreement; (b) Any failure by Purchaser to perform any of its covenants or agreements contained in this Agreement; or (c) The Assumed Liabilities and any Liabilities arising from Purchaser's ownership and control of the Registration Statement Assets, the Business and the Systems after the Closing Date; provided, however that no such indemnity shall be available to Sellers for Losses that relate to any circumstance, act or included in the prospectusomission constituting a breach of any representation or warranty by Purchaser or failure of Purchaser to comply with any of their covenants or agreements hereunder if Sellers had knowledge of such circumstance, as amended act, omission or supplemented, or (ii) the omission to state therein a material fact required to be stated therein or necessary to make the statements thereinfailure at Closing, in which event Purchaser have no obligation with respect thereto. Notwithstanding any provision contained in this Agreement to the light of the circumstances in which they were madecontrary, Sellers, Centennial or Purchaser shall not misleadingbe liable under Section 12.2 or 12.3, respectively, until, and each such Purchaser will reimburse BVR, any such underwriter and each such controlling person of BVR or any such underwriter, promptly upon demand, for any reasonable legal or other expenses incurred by them in connection with investigating, preparing to defend or defending against or appearing as a third-party witness in connection with such loss, claim, damage, liability, action or proceeding; in each case thereafter only to the extent, that the aggregate amount of its respective indemnification obligations pursuant to this Section 12 exceeds on an aggregate basis $750,000, and then in such untrue statement or omission is contained in any information so furnished in writing by such Purchaser case Sellers and Purchaser, as the case may be, will be liable only for the excess over $750,000 up to BVR specifically for inclusion the amount stated in the Registration Statement or such Prospectus and that such information was reasonably relied upon by BVR for use in the Registration Statement, such Prospectus or such form of prospectus or to the extent that such information related to such Purchaser or such Purchaser’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Purchaser expressly for use in the Registration Statement, such Prospectus or such form of prospectus; provided, however, that the indemnity agreement next succeeding sentence. Notwithstanding anything contained in this Section 5.8.2 shall not apply 21 22 Agreement to amounts paid in settlement of any losses if such settlement is effected without the prior written consent of such Purchaser. In no event shall contrary, the maximum aggregate liability of any selling Sellers under Section 12.2 shall be $12,500,000 and the maximum aggregate liability of Purchaser hereunder under Section 12.3 shall be greater in amount than the dollar amount of the net proceeds received by such Purchaser upon the sale of the Registrable Securities giving rise to such indemnification obligation. $12,500,000.

Purchaser’s Indemnity. Each of the Purchasers participating in registration hereunder will Purchaser agrees to indemnify and --------------------- hold harmless BVR, any underwriter of BVR the Company (and each person, if any, who controls BVR the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and the officers, directors, agents or employees of such underwritercontrolling person, each officer of the Company who signs the Registration Statement and each director of the Company) and each other Purchaser from and against any and all losses, damages, claims, liabilities, costs damages or expenses liabilities (including reasonable legal or other expenses reasonably incurred in investigating, defending or preparing to defend any amounts paid in any settlement effected with the selling shareholder’s consentsuch action, proceeding or claim) to which BVR, any such underwriter the Company (or any such officer, director or controlling person person) or each other Purchaser may become subject (under applicable law the Securities Act or otherwise), insofar as such losses, damages, claims, damages or liabilities (or actions or proceedings in respect thereof), costs or expenses ) arise out of of, or are based on (i) upon, any untrue statement or alleged untrue statement of any a material fact contained in the Registration Statement or included in on the prospectus, as amended or supplemented, or (ii) the omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances in which they were made, not misleading, and each such Purchaser will reimburse BVR, any such underwriter and each such controlling person of BVR or any such underwriter, promptly upon demand, for any reasonable legal or other expenses incurred by them in connection with investigating, preparing to defend or defending against or appearing as a third-party witness in connection with such loss, claim, damage, liability, action or proceeding; in each case to the extent, that effective date thereof if such untrue statement was made in reliance upon and in conformity with written information furnished by or omission is contained in any information so furnished in writing by on behalf of such Purchaser to BVR specifically for inclusion in the Registration Statement or such Prospectus and that such information was reasonably relied upon by BVR for use in the Registration Statement; provided, however, such Prospectus or Purchaser shall not be liable in any such form of prospectus or case to the extent that such loss, claims, damage or liability arises out of, or is based upon, an untrue statement made in reliance upon and in conformity with written information related to such Purchaser furnished by or on behalf of such Purchaser’s proposed method , if such information is corrected and written notice of distribution such correction is delivered to the Company at least five (5) business days prior to the pertinent sale or sales. The Purchasers' obligation to indemnify the Company and each other Purchaser hereunder shall be limited to the total amount of Registrable Securities and was reviewed and expressly approved in writing the net proceeds received by such Purchaser expressly for use in from the sales of the Shares to which the loss relates pursuant to the Registration Statement, such Prospectus or such form of prospectus; Statement and provided, howeverfurther, that the indemnity agreement contained in this Section 5.8.2 7.2(c) shall not apply to amounts paid in settlement or any loss, claim, damage of any losses liability if such settlement is effected without the prior written consent of such Purchaser. In no event the Purchasers (which consent shall the liability of any selling Purchaser hereunder not be greater in amount than the dollar amount of the net proceeds received by such Purchaser upon the sale of the Registrable Securities giving rise to such indemnification obligation. unreasonably withheld).