Common use of Purchaser’s Indemnity Clause in Contracts

Purchaser’s Indemnity. Purchaser agrees that it will indemnify and hold harmless Seller and its respective officers, directors, managers, partners, shareholders, members, employees, contractors, attorneys, representatives, successors, and assigns (the “Seller Indemnitees”) from and against any and all Damages to which the Seller Indemnitees may become subject to or which are incurred in connection with, arise out of, result from, or are 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 use of the 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 Business as a transferee or successor, by contract or pursuant to any law, rule, or regulation, which taxes relate to an event or transaction occurring after Closing. Notwithstanding anything in this Agreement to the contrary, the 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 purchase of the Assets.

Purchaser’s Indemnity. From and after the Closing, Purchaser hereby agrees that it will to save, protect, defend, indemnify and hold harmless Seller and its respective officers, directors, managers, partners, shareholders, members, employees, contractors, attorneys, representatives, successors, and assigns (the “Seller Indemnitees”) Seller’s Indemnitees from and against any and all Damages to which the loss, damage, claim, cause of action, cost or expense or any other Liabilities incurred by Seller or its Indemnitees may become subject to or which are incurred in connection with, arise out by reason of, result from, or are attributable with respect to (i) 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 representations, warranties or covenants or obligations contained made by Purchaser in this Agreement or in any certificate or other document delivered hereunder or pursuant to this the 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 use of the Assets after Closing; (ii) the non-performance of any fraud covenant or intentional misrepresentation of Purchaserobligation required to be 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 its Indemnitees relating to the employment of the Employees by New Manager (or its Affiliate) for the period from and all taxesafter the Closing Date, fines, interest and/or penalties of Purchaser for all taxable periods after Closing; or (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 all taxes, fines, interest and/or penalties for failure to pay taxes imposed on Purchaser and/or (and any other Liabilities that Seller would not bear if the Business as a transferee or successor, by contract or Franchise Agreement was not terminated pursuant to the sale of the Property to 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 lawLiabilities for which Seller is indemnifying Purchaser for under Section 5.4(b) below. For avoidance of doubt, rulein the event that the Closing does not occur, or regulation, which taxes relate to an event or transaction occurring after Closing. Notwithstanding anything in this Agreement Seller’s remedies shall be expressly limited to the contraryterms and conditions of Section 15.1, the Purchaser shall including, but not indemnify the Seller Indemnitees for any taxes, fines, interest and/or penalties for failure limited to pay taxes imposed on the Seller Indemnitees related to the tax treatment of the purchase of the AssetsPurchaser’s indemnification obligations referenced therein.

Purchaser’s Indemnity. The Purchaser hereby agrees that it will to indemnify and hold harmless the Seller and its respective officers, directors, managers, partners, shareholders, members, employees, contractors, attorneys, representatives, successorsagainst, and assigns (the “Seller Indemnitees”) from and against any and all Damages to which hold the Seller Indemnitees may become subject to harmless from, all claims, demands, causes of action, losses, damages, obligations, debts, liabilities, costs and expenses (including, without limitation, reasonable attorneys' fees and disbursements actually incurred) (collectively, "CLAIMS") asserted against or which are incurred by the Seller in connection withwith or arising out of (a) the ownership, arise out ofmaintenance or operation of the Facilities and attributable to events occurring on or after the Closing, result fromduring the Purchaser's ownership of the Facilities, and at any time after the 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 are attributable to any material breach of the terms of this Agreement or any certificate or other document delivered hereunder by Purchaser, including any (b) a breach of any representation representation, warranty or warranty made by Purchaser, or the failure by Purchaser to perform any covenant of the covenants or obligations Purchaser contained in this Agreement not disclosed to or in 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 certificate applicable statute of limitations for making or other document delivered hereunder or pursuant to this Agreementbringing such claims, demands, or any use causes of action. Notwithstanding anything to the Assets after Closing. In additioncontrary contained herein, 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: Purchaser's indemnity obligations hereunder (i) any use will not extend to Claims arising out of the Assets after Closing; negligence, willful misconduct or fraud of the Seller, and (ii) any fraud or intentional misrepresentation with respect to indemnification claims under clause (b) of Purchaserthis Section 11.1, (iiix) any and all taxesfor a period of two (2) years following the Closing Date, 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 Business as a transferee or successor, by contract or pursuant to any law, rule, or regulation, which taxes relate to an event or transaction occurring after Closing. Notwithstanding anything in this Agreement to the contrary, the Purchaser shall not indemnify arise until the Seller Indemnitees for any taxesaggregate Claims arising during such period and resulting from the breach exceed $1,000,000, finesat which time such indemnity obligations shall cover all Claims, interest and/or penalties for failure to pay taxes imposed on and (y) after two (2) years following the Seller Indemnitees related to Closing Date, shall not arise until the tax treatment of aggregate Claims arising during such period and resulting from the purchase of the Assetsbreach exceed $10,000,000, at which time such indemnity obligations shall cover all Claims.

Purchaser’s Indemnity. Purchaser agrees that it Each of the Purchasers participating in registration hereunder will indemnify and hold harmless Seller BVR, any underwriter of BVR and its respective officerseach person, directorsif any, managerswho controls BVR or such underwriter, partners, shareholders, members, employees, contractors, attorneys, representatives, successors, and assigns (the “Seller Indemnitees”) from and against any and all Damages losses, damages, claims, liabilities, costs or expenses (including any amounts paid in any settlement effected with the selling shareholder’s consent) to which the Seller Indemnitees BVR, any such underwriter or any such controlling person may become subject to under applicable law or which are incurred otherwise, insofar as such losses, damages, claims, liabilities (or actions or proceedings in connection withrespect thereof), costs or expenses arise out of, result from, of or are 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: based on (i) any use untrue statement of any material fact contained in the Assets after Closing; 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 fraud such underwriter and each such controlling person of BVR or intentional misrepresentation of Purchaserany such underwriter, (iii) promptly upon demand, for any and all taxesreasonable legal or other expenses incurred by them in connection with investigating, fines, interest and/or penalties of Purchaser for all taxable periods after Closing; preparing to defend or (iv) any and all taxes, fines, interest and/or penalties for failure to pay taxes imposed on Purchaser and/or the Business defending against or appearing as a transferee third-party witness in connection with such loss, claim, damage, liability, action or successorproceeding; in each case to the extent, that such untrue statement or omission is contained in any information so furnished in writing by contract such Purchaser to BVR specifically for inclusion in the Registration Statement or pursuant 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 any lawthe 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, rulesuch Prospectus or such form of prospectus; provided, or regulationhowever, which taxes relate to an event or transaction occurring after Closing. Notwithstanding anything that the indemnity agreement contained in this Agreement to the contrary, the Purchaser Section 5.8.2 shall not indemnify apply to amounts paid in settlement of any losses if such settlement is effected without the Seller Indemnitees for prior written consent of such Purchaser. In no event shall the liability of any taxes, fines, interest and/or penalties for failure to pay taxes imposed on selling Purchaser hereunder be greater in amount than the Seller Indemnitees related to the tax treatment dollar amount of the purchase net proceeds received by such Purchaser upon the sale of the AssetsRegistrable Securities giving rise to such indemnification obligation. .

Purchaser’s Indemnity. From and after the Closing, Purchaser hereby agrees that it will to save, protect, defend, indemnify and hold harmless Seller and its respective officers, directors, managers, partners, shareholders, members, employees, contractors, attorneys, representatives, successors, and assigns (the “Seller Indemnitees”) Seller’s Indemnitees from and against any and all Damages to which the loss, damage, claim, cause of action, cost or expense or any other Liabilities incurred by Seller or its Indemnitees may become subject to or which are incurred in connection with, arise out by reason of, result from, or are attributable with respect to (i) 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 representations, warranties or covenants or obligations contained made by Purchaser in this Agreement or in any certificate or other document delivered hereunder or pursuant to this the 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 use of the Assets after Closing; (ii) the non-performance of any fraud covenant or intentional misrepresentation of Purchaserobligation required to be 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 its Indemnitees relating to the employment of the Employees by New Manager (or its Affiliate) for the period from and all taxesafter the Closing Date, fines, interest and/or penalties of Purchaser for all taxable periods after Closing; or (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, and all taxes(vi) any termination fees, fines, interest and/or liquidated damages or similar fees and penalties for failure to pay taxes imposed on Purchaser and/or (and any other Liabilities that Seller would not bear if the Business as a transferee or successor, by contract or Franchise Agreement was not terminated pursuant to the sale of the Property to 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 lawLiabilities for which Seller is indemnifying Purchaser for under Section 5.4(b) below. For avoidance of doubt, rulein the event that the Closing does not occur, or regulationSeller’s remedies shall be expressly limited to the terms and conditions of Section 15.1, which taxes relate including, but not limited to an event or transaction occurring after ClosingPurchaser’s indemnification obligations referenced therein. Notwithstanding anything to the contrary set forth in this Agreement to the contraryAgreement, the Purchaser this Section 5.4 shall not indemnify be applicable to Seller’s obligations under Section 10.1(b) to complete 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 purchase of the AssetsRenovation Work.

Purchaser’s Indemnity. From and after the Closing, Purchaser hereby agrees that it will to save, protect, defend, indemnify and hold harmless Seller and its respective officers, directors, managers, partners, shareholders, members, employees, contractors, attorneys, representatives, successors, and assigns (the “Seller Indemnitees”) Seller’s Indemnitees from and against any and all Damages to which the loss, damage, claim, cause of action, cost or expense or any other Liabilities incurred by Seller or its Indemnitees may become subject to or which are incurred in connection with, arise out by reason of, result from, or are attributable with respect to (i) 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 representations, warranties or covenants or obligations contained made by Purchaser in this Agreement or in any certificate or other document delivered hereunder or pursuant to this the 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 use of the Assets after Closing; (ii) the non-performance of any fraud covenant or intentional misrepresentation of Purchaserobligation required to be 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 its Indemnitees relating to the employment of the Employees by New Manager (or its Affiliate) for the period from and all taxesafter the Closing Date, fines, interest and/or penalties of Purchaser for all taxable periods after Closing; or (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 all taxes, fines, interest and/or penalties for failure to pay taxes imposed on incurred by Seller or Affiliates of Seller that Purchaser and/or the Business as a transferee or successor, by contract or is indemnifying Seller and its Affiliates against pursuant to Section 4.9, but specifically excluding, in each instance of clauses (i) through (vi) any lawLiabilities for which Seller is indemnifying Purchaser for under Section 5.4(b) below. For avoidance of doubt, rulein the event that the Closing does not occur, or regulation, which taxes relate to an event or transaction occurring after Closing. Notwithstanding anything in this Agreement Seller’s remedies shall be expressly limited to the contraryterms and conditions of Section 15.1, the Purchaser shall including, but not indemnify the Seller Indemnitees for any taxes, fines, interest and/or penalties for failure limited to pay taxes imposed on the Seller Indemnitees related to the tax treatment of the purchase of the AssetsPurchaser’s indemnification obligations referenced therein.

Purchaser’s Indemnity. Subject to the provisions of Section 9.4 hereof, Purchaser hereby indemnifies Seller against and agrees that to hold it will indemnify and hold harmless Seller and its respective officers, directors, managers, partners, shareholders, members, employees, contractors, attorneys, representatives, successors, and assigns (the “Seller Indemnitees”) from and against any and all Damages to which the Seller Indemnitees may become subject to or which are incurred damage, loss, settlement, obligation, deficiency, liability and expense (including, without limitation, reasonable expenses of investigation and attorney's fees and expenses in connection withwith any action, arise suit or proceeding brought against Seller) demanded, claimed or threatened in writing against Seller or incurred or suffered by Seller arising out of, result from, of (i) ownership or are attributable to any material breach operation of the terms Branches or their respective business and properties after Closing (except as to such damage, liability, loss or expense resulting from actions taken by Purchaser at the written direction of this Agreement Seller); (ii) ownership of the Assets acquired or Liabilities assumed in the Transaction after Closing, (iii) the termination by Purchaser of any certificate Employee employed by Seller on or other document delivered hereunder by Purchaser, including any 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 PurchaserSeller 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 failure by Purchaser to perform commencement of any of the covenants suit, action or obligations contained proceeding 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 respect to which indemnity may be sought hereunder. Purchaser may, and at the request of Seller Indemnitees may become subject or which are incurred in connection with, arise out of, result from, or are attributable to: (i) any use of the Assets after Closing; (ii) any fraud or intentional misrepresentation of Purchasershall, (iiiunless 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 and all taxessuch suit, fines, interest and/or penalties of Purchaser for all taxable periods after Closing; action or (iv) any and all taxes, fines, interest and/or penalties for failure to pay taxes imposed on Purchaser and/or the Business as a transferee or successor, by contract or pursuant to any law, rule, or regulation, which taxes relate to an event or transaction occurring after Closing. Notwithstanding anything in this Agreement to the contrary, the 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 purchase of the Assetsproceeding at its own expense.

Purchaser’s Indemnity. Purchaser agrees that it will indemnify shall indemnify, defend (using counsel selected by Purchaser and reasonably acceptable to Seller) and hold harmless Seller and its respective officersagents, employees, directors, managersofficers, partners, shareholders, members, employees, contractors, attorneys, representatives, successors, successors and assigns (the “Seller Indemnitees”) from and against any and all Damages damages, claims, losses, expenses, costs, obligations and liabilities, including, without limitation, liabilities for all reasonable attorneys', accountants', and experts' fees and expenses including those incurred to enforce Purchaser's obligations under this Section 9.4 ("Covered Liabilities") asserted or incurred or suffered by Seller arising out of or relating to the release or discharge first occurring on after the Closing hereunder of any hazardous or toxic substances, materials or wastes in, on, under or from any portion of the Property or the Improvements located thereon (except in each case from (i) hazardous or toxic substances, materials or wastes released or discharged by Seller (except to the extent exacerbated by Purchaser or its agents, employees, contractors, lessees, sublessees or other representatives of Purchaser), or (ii) an off-site source); provided, however, that any leaking, leaching, migration or similar movement of hazardous or toxic substances, materials or wastes which existed in soil or groundwater prior to Closing hereunder shall not be considered a release or discharge by Purchaser except to the extent movement is exacerbated by the negligent acts or omissions or willful misconduct of Purchaser or anyone other than Raytheon Company and Seller Indemnitees may become subject post-Closing on the Property (and provided further than construction or other development activities on the Property that are performed in accordance with due care shall not be considered "exacerbation" of any pre-existing condition). Anything herein to or which the contrary notwithstanding, if Purchaser shall be obligated to indemnify Seller as provided under this Section 9.4, then Purchaser may, at its election, control the defense of any claims against Seller that are incurred indemnified hereunder (provided Seller shall have the right to reasonably approve the counsel defending Seller under this indemnification obligation), and, if required, Purchaser also shall control the remediation in connection with, arise out of, result from, or are attributable to with 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 such Covered Liabilities. 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 shall also indemnify and hold harmless the Raytheon Company and Seller Indemnitees for against all claims and liabilities caused by any Damages to which the Seller Indemnitees may become subject refusal by Purchaser or which are incurred in connection with, arise out of, result from, or are attributable to: (i) any use successor owners of the Assets after Closing; (ii) Property to allow remediation by Raytheon Company or Seller of contamination existing on, in or under the Property or any fraud unreasonable interference with the conduct, management or intentional misrepresentation control of Purchaser, (iii) any and all taxes, fines, interest and/or penalties remediation by Raytheon Company or Seller. The obligations 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 Business as a transferee or successor, by contract or pursuant to any law, rule, or regulation, which taxes relate to an event or transaction occurring after Closing. Notwithstanding anything in under this Agreement Section 9.4 shall run solely to the contrarybenefit of Seller (and its successors or assigns) and shall survive the close of escrow hereunder. The preceding notwithstanding, it is the intent of the parties hereto that Purchaser shall not indemnify the Seller Indemnitees be responsible or liable for any taxescontamination or for the existence of any hazardous or toxic substance which were first released, finesdischarged or disposed on, interest and/or penalties for failure in or under the Property prior to pay taxes imposed the close of escrow hereunder (unless Purchaser has exacerbated such contamination or hazardous or toxic materials as a result of Purchaser's negligent acts or omissions or willful misconduct, provided that construction or other development activities on the Seller Indemnitees related to the tax treatment Property that are performed in accordance with due care shall not be considered "exacerbation" of the purchase of the Assetsany pre-existing condition).

Purchaser’s Indemnity. Purchaser hereby agrees that it will to save, protect, defend, indemnify and hold harmless Seller and its respective officers, directors, managers, partners, shareholders, members, employees, contractors, attorneys, representatives, successors, and assigns (the “Seller Indemnitees”) Seller’s Indemnitees from and against any and all Damages to which the loss, damage, claim, cause of action, cost or expense or any other Liabilities incurred by Seller or its Indemnitees may become subject to or which are incurred in connection with, arise out by reason of, result from, or are attributable with respect to (i) any material breach of any of the terms representations, warranties or covenants made by Purchaser in the Agreement, (ii) the non-performance of any covenant or obligation required to be performed by Purchaser hereunder which expressly survive the termination of this Agreement or any certificate Closing (iii) events, contractual obligations, acts or other document delivered hereunder by Purchaser, including any breach omissions of Purchaser that occur or accrue after Closing in connection with the ownership or operation of the Property; (iv) damage to property or injury to or death of any representation person or warranty made by Purchaser, or the failure by Purchaser to perform any of the covenants claims for any debt or obligations contained in this Agreement occurring on or about or in any certificate or other document delivered hereunder or pursuant to this Agreement, connection with the Property or any use of portion thereof or with respect to the Assets after Closing. In addition, Purchaser will indemnify and hold harmless the Seller Indemnitees for Property’s operations at any Damages to which the Seller Indemnitees may become subject time or which are incurred in connection with, arise out of, result from, or are attributable to: (i) any use of the Assets times after Closing; (iiv) any fraud termination fees, liquidated damages or intentional misrepresentation similar fees and penalties (and any other Liabilities that Seller would not bear if the Franchise Agreement was not terminated pursuant to the sale of the Property to Purchaser) incurred by Seller or its Affiliates in connection with the termination of the Franchise Agreement as described in Section 4.09, (iii) any and all taxes, fines, interest and/or penalties of Purchaser for all taxable periods after Closing; or (ivvi) the assumption of any and all taxesof the Hotel Contracts, fines, interest Permits and/or penalties for failure to pay taxes imposed on Purchaser and/or Space Leases or the Business as a transferee termination of any assumable (whether by its terms or successor, by contract or pursuant to any law, rule, or regulation, which taxes relate to an event or transaction occurring after Closing. Notwithstanding anything in this Agreement to the contrary, the Purchaser shall not indemnify the Seller Indemnitees for any taxes, fines, interest and/or penalties for failure to pay taxes imposed based on the Seller Indemnitees related receipt of any requisite consent) Hotel Contract that Purchaser elects to the tax treatment terminate or not to assume as of the purchase of the AssetsClosing.

Purchaser’s Indemnity. Purchaser hereby indemnifies Seller against and agrees that to hold it will indemnify and hold harmless Seller and its respective officers, directors, managers, partners, shareholders, members, employees, contractors, attorneys, representatives, successors, and assigns (the “Seller Indemnitees”) from and against any and all Damages demanded, claimed or threatened in writing against Seller or incurred or suffered by Seller arising out of (a) ownership or operation of, or actions taken with respect to, the Assets and Liabilities after the Closing Date (except as to which such Damage resulting from actions taken by Purchaser at the Seller Indemnitees may become written direction of Seller); and (b) subject to or which are incurred the limitation set forth in connection withSection 9.4, arise out of, result from, or are 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 PurchaserPurchaser in this Agreement. Seller agrees to give prompt notice to Purchaser of the assertion of any claim, or the failure by 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 perform such suit, action or proceeding) participate in and control the defense of any of the covenants such suit, action 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 Closingproceeding at Purchaser’s own expense. In additionany such suit, Purchaser will indemnify action or proceeding, Seller shall have the right to retain its own counsel, but the fees 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: expenses of such counsel shall be at Seller’s sole expense unless (i) any use Purchaser and Seller mutually agree to the retention of the Assets after Closing; such counsel or (ii) the named parties to any fraud such suit, action, or intentional misrepresentation 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 indemnified from and against Damages resulting therefrom, unless Purchaser, within sixty (iii60) any calendar days after receiving written notice of the claim or liability, notifies Seller that it intends to defend against such claim or liability and all taxesundertakes such defense, finesor, interest and/or penalties of if required in a shorter time than sixty (60) calendar days, Purchaser for all taxable periods after Closing; makes the requisite response to such claim or (iv) any and all taxes, fines, interest and/or penalties for failure to pay taxes imposed on Purchaser and/or the Business as a transferee or successor, by contract or pursuant to any law, rule, or regulation, which taxes relate to an event or transaction occurring after Closingliability asserted. Notwithstanding anything in this Agreement to the contrary, the Purchaser shall not indemnify the Seller Indemnitees be liable under this Section for any taxes, fines, interest and/or penalties settlement in an amount greater than $50,000 unless Purchaser has given its prior written consent. Seller may settle any claim for failure to pay taxes imposed on the Seller Indemnitees related to the tax treatment of the purchase of the Assets$50,000 or less without Purchaser’s consent.

Purchaser’s Indemnity. From and after the Closing, Purchaser hereby agrees that it will to save, protect, defend, indemnify and hold harmless Seller and its respective officers, directors, managers, partners, shareholders, members, employees, contractors, attorneys, representatives, successors, and assigns (the “Seller Indemnitees”) Seller’s Indemnitees from and against any and all Damages to which the loss, damage, claim, cause of action, cost or expense or any other Liabilities incurred by Seller or its Indemnitees may become subject to or which are incurred in connection with, arise out by reason of, result from, or are attributable with respect to (i) 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 representations, warranties or covenants or obligations contained made by Purchaser in this Agreement or in any certificate or other document delivered hereunder or pursuant to this the 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 use of the Assets after Closing; (ii) the non-performance of any fraud covenant or intentional misrepresentation of Purchaserobligation required to be 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 its Indemnitees relating to the employment of the Employees by New Manager (or its Affiliate) for the period from and all taxesafter the Closing Date, fines, interest and/or penalties of Purchaser for all taxable periods after Closing; or (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, and all taxes(vi) any termination fees, fines, interest and/or liquidated damages or similar fees and penalties for failure to pay taxes imposed on Purchaser and/or (and any other Liabilities that Seller would not bear if the Business as a transferee or successor, by contract or Franchise Agreement was not terminated pursuant to the sale of the Property to 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 lawLiabilities for which Seller is indemnifying Purchaser for under Section 5.4(b) below. For avoidance of doubt, rulein the event that the Closing does not occur, or regulation, which taxes relate to an event or transaction occurring after Closing. Notwithstanding anything in this Agreement Seller’s remedies shall be expressly limited to the contraryterms and conditions of Section 15.1, the Purchaser shall including, but not indemnify the Seller Indemnitees for any taxes, fines, interest and/or penalties for failure limited to pay taxes imposed on the Seller Indemnitees related to the tax treatment of the purchase of the AssetsPurchaser’s indemnification obligations referenced therein.

Purchaser’s Indemnity. Each Purchaser agrees that it will to indemnify and --------------------- hold harmless Seller the Company (and its respective each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and the officers, directors, managersagents or employees of such controlling person, partners, shareholders, members, employees, contractors, attorneys, representatives, successors, each officer of the Company who signs the Registration Statement and assigns (each director of the “Seller Indemnitees”Company) and each other Purchaser from and against any and all Damages losses, claims, damages or liabilities (including reasonable legal or other expenses reasonably incurred in investigating, defending or preparing to defend any such action, proceeding or claim) to which the Seller Indemnitees Company (or any such officer, director or controlling person) or each other Purchaser may become subject to (under the Securities Act or which are incurred otherwise), insofar as such losses, claims, damages or liabilities (or actions or proceedings in connection with, respect thereof) arise out of, result fromor are based upon, any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement on the effective date thereof if such untrue statement was made in reliance upon and in conformity with written information furnished by or on behalf of such Purchaser specifically for inclusion in the Registration Statement; provided, however, such Purchaser shall not be liable in any such case to the extent that such loss, claims, damage or liability arises out of, or are attributable is based upon, an untrue statement made in reliance upon and in conformity with written information furnished by or on behalf of such Purchaser, if such information is corrected and written notice of such correction is delivered to any material breach 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 the terms of this Agreement or any certificate or other document delivered hereunder net proceeds received by Purchaser, including any breach of any representation or warranty made by Purchaser, or such Purchaser from the failure by Purchaser to perform any sales of the covenants or obligations Shares to which the loss relates pursuant to the Registration Statement and provided, further, that the indemnity agreement contained in this Agreement or Section 7.2(c) shall not apply to amounts paid in any certificate or other document delivered hereunder or pursuant to this Agreement, settlement or any use loss, claim, damage of liability if such settlement is effected without the consent of the Assets after Closing. In addition, Purchaser will indemnify and hold harmless the Seller Indemnitees for any Damages to Purchasers (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 use of the 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 Business as a transferee or successor, by contract or pursuant to any law, rule, or regulation, which taxes relate to an event or transaction occurring after Closing. Notwithstanding anything in this Agreement to the contrary, the Purchaser consent 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 purchase of the Assetsbe unreasonably withheld).

Purchaser’s Indemnity. From and after the Closing, Purchaser hereby agrees that it will to save, protect, defend, indemnify and hold harmless Seller and its respective officers, directors, managers, partners, shareholders, members, employees, contractors, attorneys, representatives, successors, and assigns (the “Seller Indemnitees”) Seller’s Indemnitees from and against any and all Damages to which the loss, damage, claim, cause of action, cost or expense or any other Liabilities incurred by Seller or its Indemnitees may become subject to or which are incurred in connection with, arise out by reason of, result from, or are attributable with respect to (i) 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 representations, warranties or covenants or obligations contained made by Purchaser in this Agreement or in any certificate or other document delivered hereunder or pursuant to this the 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 use of the Assets after Closing; (ii) the non-performance of any fraud covenant or intentional misrepresentation of Purchaserobligation required to be 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 its Indemnitees relating to the employment of the Employees by New Manager (or its Affiliate) for the period from and all taxesafter the Closing Date, fines, interest and/or penalties of Purchaser for all taxable periods after Closing; or (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, and all taxes(vi) any termination fees, fines, interest and/or liquidated damages or similar fees and penalties for failure to pay taxes imposed on Purchaser and/or (and any other Liabilities that Seller would not bear if the Business as a transferee or successor, by contract or Franchise Agreement was not terminated pursuant to the sale of the Property to 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 lawLiabilities for which Seller is indemnifying Purchaser for under Section 5.4(b) below. For avoidance of doubt, rulein the event that the Closing does not occur, or regulationSeller’s remedies shall be expressly limited to the terms and conditions of Section 15.1, which taxes relate including, but not limited to an event or transaction occurring after ClosingPurchaser’s indemnification obligations referenced therein. Notwithstanding anything to the contrary set forth in this Agreement to the contraryAgreement, the Purchaser this Section 5.4 (a) shall not indemnify be applicable to Seller’s obligations under Section 10.1(a) to complete 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 purchase of the AssetsRenovation Work.

Purchaser’s Indemnity. The Purchaser hereby agrees that it will to indemnify and hold harmless the Seller and its respective officers, directors, managers, partners, shareholders, members, employees, contractors, attorneys, representatives, successorsagainst, and assigns (the “Seller Indemnitees”) from and against any and all Damages to which hold the Seller Indemnitees may become subject to harmless from, all claims, demands, causes of action, losses, damages, obligations, debts, liabilities, costs and expenses (including, without limitation, reasonable attorneys' fees and disbursements actually incurred) (collectively, "Claims") asserted against or which are incurred by the Seller in connection withwith or arising out of (a) the ownership, arise out ofmaintenance or operation of the Facilities and attributable to events occurring on or after the Closing, result fromduring the Purchaser's ownership of the Facilities, and at any time after the 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 are attributable to any material breach of the terms of this Agreement or any certificate or other document delivered hereunder by Purchaser, including any (b) a breach of any representation representation, warranty or warranty made by Purchaser, or the failure by Purchaser to perform any covenant of the covenants or obligations Purchaser contained in this Agreement not disclosed to or in 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 certificate applicable statute of limitations for making or other document delivered hereunder or pursuant to this Agreementbringing such claims, demands, or any use causes of action. Notwithstanding anything to the Assets after Closing. In additioncontrary contained herein, 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: Purchaser's indemnity obligations hereunder (i) any use will not extend to Claims arising out of the Assets after Closing; negligence, willful misconduct or fraud of the Seller, and (ii) any fraud or intentional misrepresentation with respect to indemnification claims under clause (b) of Purchaserthis Section 11.1, (iiix) any and all taxesfor a period of two (2) years following the Closing Date, 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 Business as a transferee or successor, by contract or pursuant to any law, rule, or regulation, which taxes relate to an event or transaction occurring after Closing. Notwithstanding anything in this Agreement to the contrary, the Purchaser shall not indemnify arise until the Seller Indemnitees for any taxesaggregate Claims arising during such period and resulting from the breach exceed $1,000,000, finesat which time such indemnity obligations shall cover all Claims, interest and/or penalties for failure to pay taxes imposed on and (y) after two (2) years following the Seller Indemnitees related to Closing Date, shall not arise until the tax treatment of aggregate Claims arising during such period and resulting from the purchase of the Assetsbreach exceed $10,000,000, at which time such indemnity obligations shall cover all Claims.