Common use of Seller’s Indemnification Clause in Contracts

Seller’s Indemnification. PROVIDED THAT THE CLOSING OCCURS, SELLER SHALL RELEASE, DEFEND, INDEMNIFY AND HOLD HARMLESS BUYER, ITS PARTNERS, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, MEMBERS, SHAREHOLDERS, AFFILIATES AND SUBSIDIARIES (COLLECTIVELY, THE “BUYER INDEMNITEES”) FROM AND AGAINST ANY AND ALL LOSSES AS A RESULT OF, ARISING OUT OF, OR RELATED TO (I) THE RETAINED OBLIGATIONS, REGARDLESS OF WHETHER CAUSED OR CONTRIBUTED TO BY THE SOLE, JOINT, COMPARATIVE OR CONCURRENT NEGLIGENCE OR STRICT LIABILITY OF ANY OF THE BUYER INDEMNITEES AND (II) ANY BREACH OF ANY REPRESENTATION OR WARRANTY OF SELLER, OR OF A COVENANT OR AGREEMENT OF SELLER THAT EXPRESSLY SURVIVES CLOSING, UNDER THIS AGREEMENT; provided, however, notwithstanding anything to the contrary contained in this Agreement, (a) Seller’s indemnification obligation under this Section 18.04 shall apply only if and to the extent Buyer provides Seller with a Claim Notice complying with Section 18.05 on or before the day occurring nine (9) months after the Closing, (b) except to the extent provided otherwise in Section 12.01(a), Buyer shall bear sole responsibility for the aggregate costs associated with all such Claims up to a threshold percentage of two percent (2%) of the Unadjusted Purchase Price, it being intended by the Parties that Seller be obligated only to the extent that those costs exceed two percent (2%) of the Unadjusted Purchase Price, and (c) except to the extent provided otherwise in Section 12.01(a), Seller’s aggregate indemnification liability is limited to an amount equal to twenty-five percent (25%) of the Unadjusted Purchase Price. PROVIDED THAT CLOSING OCCURS, INDEMNIFICATION UNDER THIS SECTION 18.04 SHALL BE BUYER’S SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO ANY RETAINED OBLIGATION OR ANY BREACH OF ANY REPRESENTATION OR WARRANTY OF SELLER MADE IN ARTICLE VI, AND SELLER’S LIABILITY WITH RESPECT TO ANY RETAINED OBLIGATION OR BREACH OF ANY REPRESENTATION OR WARRANTY OF SELLER MADE IN Article VI SHALL BE SUBJECT TO THE PROCEDURES AND LIMITATIONS ON TIMING AND AMOUNT PROVIDED IN THIS SECTION 18.04 AND IN SECTION 18.05.

Seller’s Indemnification. PROVIDED THAT THE CLOSING OCCURS, SELLER SHALL RELEASE, DEFEND, INDEMNIFY AND HOLD HARMLESS BUYER, ITS PARTNERS, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, MEMBERS, SHAREHOLDERS, AFFILIATES AND SUBSIDIARIES (COLLECTIVELY, THE “BUYER INDEMNITEES”) FROM AND AGAINST ANY AND ALL LOSSES AS A RESULT OF, ARISING OUT OF, OR RELATED TO (I) THE RETAINED OBLIGATIONS, REGARDLESS OF WHETHER CAUSED OR CONTRIBUTED TO BY THE SOLE, JOINT, COMPARATIVE OR CONCURRENT NEGLIGENCE OR STRICT LIABILITY OF ANY OF THE BUYER INDEMNITEES AND (II) ANY BREACH OF ANY REPRESENTATION OR WARRANTY OF SELLER, OR OF A COVENANT OR AGREEMENT OF SELLER THAT EXPRESSLY SURVIVES CLOSING, UNDER THIS AGREEMENTINDEMNITEES; provided, however, notwithstanding anything to the contrary contained in this Agreement, (a) Seller’s indemnification obligation 's obligations under this Section 18.04 16.04 shall apply only if and to the extent Buyer provides Seller with a Claim Notice complying with Section 18.05 16.05 on or before the day occurring nine one (91) months year after the Closing, (b) except to the extent provided otherwise in Section 12.01(a), Buyer shall bear sole responsibility for the aggregate costs Losses associated with all such Claims claims up to a threshold percentage of two percent (2%) of the Unadjusted Purchase Price, it being intended by the Parties that Seller be obligated only to the extent of those Losses that those costs exceed two percent (2%) of the Unadjusted Purchase Price, and (c) except to the extent provided otherwise in Section 12.01(a), Seller’s 's aggregate indemnification liability is limited to an amount equal to twenty-five fifty percent (2550%) of the Unadjusted Purchase Price. PROVIDED THAT CLOSING OCCURS, INDEMNIFICATION UNDER THIS SECTION 18.04 16.04 SHALL BE BUYER’S 'S SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO ANY RETAINED OBLIGATION OR ANY BREACH OF ANY REPRESENTATION OR WARRANTY OF SELLER MADE IN ARTICLE VIOBLIGATION, AND SELLER’S 'S LIABILITY WITH RESPECT TO ANY RETAINED OBLIGATION OR BREACH OF ANY REPRESENTATION OR WARRANTY OF SELLER MADE IN Article VI SHALL BE SUBJECT TO THE PROCEDURES AND LIMITATIONS ON TIMING AND AMOUNT PROVIDED IN THIS SECTION 18.04 16.04 AND IN SECTION 18.0516.05.

Seller’s Indemnification. PROVIDED THAT THE CLOSING OCCURS18.2.1 For a period of eighteen (18) months after the Closing Date, SELLER SHALL RELEASESeller shall indemnify, DEFENDdefend and hold harmless Buyer and/or any or all of their officers, INDEMNIFY AND HOLD HARMLESS BUYERdirectors, ITS PARTNERSmanagers, AND THEIR RESPECTIVE OFFICERSemployees or agents (including, DIRECTORSwithout limitation, EMPLOYEES, AGENTS, REPRESENTATIVES, MEMBERS, SHAREHOLDERS, AFFILIATES AND SUBSIDIARIES its financial advisor) (COLLECTIVELY, THE collectively a “BUYER INDEMNITEESBuyer Indemnitee”) FROM AND AGAINST ANY AND ALL LOSSES AS A RESULT OFfrom and against any and all Damages suffered or incurred by Buyer and/or any or all of their officers, ARISING OUT OFdirectors, OR RELATED TO managers, employees or agents, which directly or indirectly arise, result from or relate to (Ia) THE RETAINED OBLIGATIONSany breach of, REGARDLESS OF WHETHER CAUSED OR CONTRIBUTED TO BY THE SOLEor any failure by Seller to perform, JOINTany of Seller’s representations, COMPARATIVE OR CONCURRENT NEGLIGENCE OR STRICT LIABILITY OF ANY OF THE BUYER INDEMNITEES AND (II) ANY BREACH OF ANY REPRESENTATION OR WARRANTY OF SELLERwarranties, OR OF A COVENANT OR AGREEMENT OF SELLER THAT EXPRESSLY SURVIVES CLOSING, UNDER THIS AGREEMENT; provided, however, notwithstanding anything to the contrary covenants or agreements contained in this Agreement, (ab) matters that occur or arise as a result of action or failure to take action by Seller or any of Seller’s agents, employees or partners before the Closing Date, and, to the extent of the obligations in Sections 7.6 and 7.7, after the Closing Date, whether or not such action or failure to take action constitutes a breach of any provision of this Agreement, (c) any and all claims of any kind and description of employees that relate to their hiring, employment and/or termination by Seller, provided that the facts or events giving rise to such claims occurred before the Closing, (d) any and all debts, obligations and liabilities of Seller not specifically assumed by Buyer hereunder, including, without limitation, the Excluded Obligations, (e) any and all claims made by any broker, finder or agent claiming a fee or commission through Seller and (f) the fraud or willful misconduct of Seller. Notwithstanding the foregoing, (x) the indemnification obligation under this Section 18.04 obligations regarding litigation, fraud and willful misconduct shall apply only continue for the applicable statutes of limitation and appeal periods related thereto, (y) if and to the extent Buyer provides notifies Seller with in writing of a Claim Notice complying with Section 18.05 claim for indemnification for any matter covered by clause (a) above on or before prior to the day occurring nine expiration of the eighteen (918) months month period after the ClosingClosing Date, (b) except Seller shall continue to the extent provided otherwise in Section 12.01(a), Buyer shall bear sole responsibility for the aggregate costs associated with all such Claims up to a threshold percentage of two percent (2%) of the Unadjusted Purchase Price, it being intended by the Parties that Seller be obligated only to the extent provide indemnification hereunder with respect to such claim until such time that those costs exceed two percent (2%) of the Unadjusted Purchase Price, such claim is resolved and satisfied and (cz) except to the extent provided otherwise in indemnification obligations regarding Section 12.01(a), Seller’s aggregate indemnification liability is limited to an amount equal to twenty-five percent (25%) of the Unadjusted Purchase Price. PROVIDED THAT CLOSING OCCURS, INDEMNIFICATION UNDER THIS SECTION 18.04 SHALL BE BUYER’S SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO ANY RETAINED OBLIGATION OR ANY BREACH OF ANY REPRESENTATION OR WARRANTY OF SELLER MADE IN ARTICLE VI, AND SELLER’S LIABILITY WITH RESPECT TO ANY RETAINED OBLIGATION OR BREACH OF ANY REPRESENTATION OR WARRANTY OF SELLER MADE IN Article VI SHALL BE SUBJECT TO THE PROCEDURES AND LIMITATIONS ON TIMING AND AMOUNT PROVIDED IN THIS SECTION 18.04 AND IN SECTION 18.055.1 shall continue indefinitely.

Seller’s Indemnification. PROVIDED THAT THE CLOSING OCCURS, SELLER SHALL RELEASE, DEFEND, INDEMNIFY AND HOLD HARMLESS BUYER, ITS PARTNERS, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, MEMBERS, SHAREHOLDERS, AFFILIATES AND SUBSIDIARIES (COLLECTIVELY, THE “BUYER INDEMNITEES”) FROM AND AGAINST ANY AND ALL LOSSES AS A RESULT OF, ARISING OUT OF, OR RELATED TO (I) THE RETAINED OBLIGATIONS, REGARDLESS OF WHETHER CAUSED OR CONTRIBUTED TO BY THE SOLE, JOINT, COMPARATIVE OR CONCURRENT NEGLIGENCE OR STRICT LIABILITY OF ANY OF THE BUYER INDEMNITEES AND (II) ANY BREACH OF ANY REPRESENTATION OR WARRANTY OF SELLER, OR OF A COVENANT OR AGREEMENT OF SELLER THAT EXPRESSLY SURVIVES CLOSING, UNDER THIS AGREEMENTINDEMNITEES; provided, however, notwithstanding anything to the contrary contained in this Agreement, (a) Seller’s indemnification obligation under this Section 18.04 16.04 shall apply only if and to the extent Buyer provides Seller with a Claim Notice complying with Section 18.05 16.05 on or before the day occurring nine one (91) months year after the Closing, (b) except to the extent provided otherwise in Section 12.01(a), Buyer shall bear sole responsibility for the aggregate costs associated with all such Claims claims up to a threshold percentage of two percent (2%) of the Unadjusted Purchase Price, it being intended by the Parties that Seller be obligated only to the extent that of those costs exceed two percent (2%) of the Unadjusted Purchase Price, and (c) except to the extent provided otherwise in Section 12.01(a), Seller’s aggregate indemnification liability is limited to an amount equal to twenty-five fifty percent (2550%) of the Unadjusted Purchase Price. PROVIDED THAT CLOSING OCCURS, INDEMNIFICATION UNDER THIS SECTION 18.04 16.04 SHALL BE BUYER’S SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO ANY RETAINED OBLIGATION OR ANY BREACH OF ANY REPRESENTATION OR WARRANTY OF SELLER MADE IN ARTICLE VI, AND SELLER’S LIABILITY WITH RESPECT TO ANY RETAINED OBLIGATION OR BREACH OF ANY REPRESENTATION OR WARRANTY OF SELLER MADE IN Article ARTICLE VI SHALL BE SUBJECT TO THE PROCEDURES AND LIMITATIONS ON TIMING AND AMOUNT PROVIDED IN THIS SECTION 18.04 16.04 AND IN SECTION 18.0516.05.

Seller’s Indemnification. PROVIDED THAT THE CLOSING OCCURSUpon the Closing each Seller severally and not jointly agrees (and, SELLER SHALL RELEASEupon the delivery of the Assignment to the Buyer and acceptance by the Buyer of the Assignment and other closing documents required to be delivered by Sellers to Buyer pursuant to Section 8.2, DEFENDsuch Seller shall be deemed to have agreed) to pay, INDEMNIFY AND HOLD HARMLESS BUYERdefend, ITS PARTNERSindemnify, AND THEIR RESPECTIVE OFFICERSreimburse and hold harmless to the extent of such Seller’s Proportionate Share (as hereinafter defined) the Buyer and such Buyer’s directors, DIRECTORSpartners, EMPLOYEESmembers, AGENTSmanagers, REPRESENTATIVESofficers, MEMBERS, SHAREHOLDERS, AFFILIATES AND SUBSIDIARIES agents and employees (COLLECTIVELY, THE the “BUYER INDEMNITEESBuyer Indemnified Parties”) FROM AND AGAINST ANY AND ALL LOSSES AS A RESULT OFfor, ARISING OUT OFfrom and against any loss, OR RELATED TO damage, diminution in value, claim, liability, debt, obligation, cost or expense (Iincluding interest, reasonable legal fees, and expenses of litigation and attorneys fees in enforcing this indemnity) THE RETAINED OBLIGATIONSincurred, REGARDLESS OF WHETHER CAUSED OR CONTRIBUTED TO BY THE SOLEsuffered, JOINTpaid by or resulting to any of the Buyer Indemnified Parties and which results from, COMPARATIVE OR CONCURRENT NEGLIGENCE OR STRICT LIABILITY OF ANY OF THE BUYER INDEMNITEES AND arises out of or in connection with, is based upon, or exists by reason of: (IIa) ANY BREACH OF ANY REPRESENTATION OR WARRANTY OF SELLER, OR OF A COVENANT OR AGREEMENT OF SELLER THAT EXPRESSLY SURVIVES CLOSING, UNDER THIS AGREEMENT; provided, however, notwithstanding anything to the contrary contained any breach or default in (i) any representation or warranty of such Seller set forth in this Agreement, or (aii) Seller’s indemnification the performance by such Seller of any covenant or obligation of such Seller set forth in this Agreement which is not cured as provided in Section 13 of this Agreement; and (b) all of the Retained Liabilities; REGARDLESS OF THE NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT OR RESPONSIBILITY OF THE BUYER, ANY OTHER MEMBERS OF THE BUYER INDEMNIFIED PARTIES, THE SELLERS OR ANY OTHER PERSON (BUT NOT THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY MEMBER OF THE BUYER INDEMNIFIED PARTIES). “Proportionate Share” means with respect to a Seller (i) one hundred percent (100%) with respect to a claim under this Section 18.04 shall apply only if based on a breach or claim solely by or against such Seller and (ii) with respect to breaches or claims involving both Sellers, the extent Buyer provides percentage determined by dividing the amount of the Purchase Price received by such Seller with a Claim Notice complying with Section 18.05 on or before as set forth in the day occurring nine Closing Statement (9as adjusted by the Final Statement) months after the Closing, (b) except to the extent provided otherwise in Section 12.01(a), Buyer shall bear sole responsibility for by the aggregate costs associated with all such Claims up to a threshold percentage of two percent Purchase Price set forth in the Closing Statement (2%) of the Unadjusted Purchase Price, it being intended as adjusted by the Parties that Seller be obligated only to the extent that those costs exceed two percent (2%) of the Unadjusted Purchase Price, and (c) except to the extent provided otherwise in Section 12.01(aFinal Statement), Seller’s aggregate indemnification liability is limited to an amount equal to twenty-five percent (25%) of the Unadjusted Purchase Price. PROVIDED THAT CLOSING OCCURS, INDEMNIFICATION UNDER THIS SECTION 18.04 SHALL BE BUYER’S SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO ANY RETAINED OBLIGATION OR ANY BREACH OF ANY REPRESENTATION OR WARRANTY OF SELLER MADE IN ARTICLE VI, AND SELLER’S LIABILITY WITH RESPECT TO ANY RETAINED OBLIGATION OR BREACH OF ANY REPRESENTATION OR WARRANTY OF SELLER MADE IN Article VI SHALL BE SUBJECT TO THE PROCEDURES AND LIMITATIONS ON TIMING AND AMOUNT PROVIDED IN THIS SECTION 18.04 AND IN SECTION 18.05.

Seller’s Indemnification. PROVIDED THAT FOLLOWING THE CLOSING OCCURSCLOSING, SELLER SHALL RELEASE, DEFEND, INDEMNIFY AND HOLD HARMLESS BUYER AND BUYER, ITS PARTNERS, AND THEIR RESPECTIVE ’S OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, MEMBERS, SHAREHOLDERS, AFFILIATES AND SUBSIDIARIES (COLLECTIVELY, THE “BUYER INDEMNITEES”) FROM AND AGAINST ANY AND ALL LOSSES AS A RESULT OF, ARISING OUT OF, OR RELATED TO (I) THE RETAINED OBLIGATIONS, REGARDLESS OF WHETHER CAUSED OR CONTRIBUTED TO BY THE SOLE, JOINT, COMPARATIVE OR CONCURRENT NEGLIGENCE OR STRICT LIABILITY OF ANY OF THE BUYER INDEMNITEES AND (II) ANY BREACH OF ANY REPRESENTATION INDEMNITEES, BUT EXCLUDING BUYER INDEMNITEE’S GROSS NEGLIGENCE OR WARRANTY OF SELLER, OR OF A COVENANT OR AGREEMENT OF SELLER THAT EXPRESSLY SURVIVES CLOSING, UNDER THIS AGREEMENTWILLFUL MISCONDUCT; provided, however, notwithstanding anything to the contrary contained in this Agreement, (a) Seller’s indemnification obligation obligations under this Section 18.04 12.04 (excluding Seller’s obligations under this Section 12.04 related to Seller’s breach of the Fundamental Representations, Seller’s breach of the representations and warranties in Section 6.08 or Section 6.09, and Seller’s Retained Obligations identified in Section 12.01(b) or Section 12.01(c), all of which shall survive indefinitely) shall apply only if and to the extent Buyer provides Seller with a Claim Notice complying with Section 18.05 12.05 on or before the day occurring nine eighteen (918) months after the Closing, (b) except to the extent provided otherwise in Section 12.01(a), Buyer shall bear sole responsibility for the aggregate costs Losses associated with all such Claims claims (excluding claims asserted under Section 12.04 solely as to claims based on Seller’s breach of the Fundamental Representations, Seller’s breach of the representations and warranties in Section 6.08 or Section 6.09, or Seller’s Retained Obligations identified in Section 12.01(b) or Section 12.01(c), all of which shall not be subject to a threshold) up to a threshold percentage of two percent (2%) of the Unadjusted Purchase Price, it being intended by the Parties that Seller be obligated only to the extent of those Losses that those costs exceed two percent (2%) of the Unadjusted Purchase Price, and (c) except to the extent provided otherwise in Section 12.01(a), Seller’s aggregate indemnification liability under this Section 12.04 is limited to an amount equal to twenty-five ten percent (2510%) of the Unadjusted Purchase Price. PROVIDED THAT CLOSING OCCURS, INDEMNIFICATION UNDER THIS SECTION 18.04 12.04 SHALL BE BUYER’S SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO ANY RETAINED OBLIGATION OR ANY BREACH OF ANY REPRESENTATION OR WARRANTY OF SELLER MADE IN ARTICLE VIOBLIGATION, AND SELLER’S LIABILITY WITH RESPECT TO ANY RETAINED OBLIGATION OR BREACH OF ANY REPRESENTATION OR WARRANTY OF SELLER MADE IN Article VI SHALL BE SUBJECT TO THE PROCEDURES AND LIMITATIONS ON TIMING AND AMOUNT PROVIDED IN THIS SECTION 18.04 12.04 AND IN SECTION 18.0512.05. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, IN THE EVENT THAT A CLAIM FOR INDEMNIFICATION IS TIMELY MADE WITHIN THE APPLICABLE SURVIVAL PERIOD SET FORTH ABOVE, SUCH SURVIVAL PERIOD SHALL BE EXTENDED (SOLELY WITH RESPECT TO SUCH CLAIM FOR INDEMNIFICATION TIMELY MADE WITHIN THE APPLICABLE SURVIVAL PERIOD SET FORTH ABOVE) UNTIL THE FINAL RESOLUTION OF SUCH CLAIM.

Seller’s Indemnification. PROVIDED THAT THE CLOSING OCCURSSubject to the limitations set forth in Section 4.3 and Section 4.4 and in this Section 7.3, SELLER SHALL RELEASESeller shall indemnify, DEFENDdefend and hold harmless Purchaser and its officers, INDEMNIFY AND HOLD HARMLESS BUYERdirectors, ITS PARTNERSagents, AND THEIR RESPECTIVE OFFICERSpartners, DIRECTORSmembers, EMPLOYEESand employees (collectively, AGENTS, REPRESENTATIVES, MEMBERS, SHAREHOLDERS, AFFILIATES AND SUBSIDIARIES (COLLECTIVELY, THE the “BUYER INDEMNITEESPurchaser Indemnitees”) FROM AND AGAINST ANY AND ALL LOSSES AS A RESULT OF, ARISING OUT OF, OR RELATED TO (I) THE RETAINED OBLIGATIONS, REGARDLESS OF WHETHER CAUSED OR CONTRIBUTED TO BY THE SOLE, JOINT, COMPARATIVE OR CONCURRENT NEGLIGENCE OR STRICT LIABILITY OF ANY OF THE BUYER INDEMNITEES AND (II) ANY BREACH OF ANY REPRESENTATION OR WARRANTY OF SELLER, OR OF A COVENANT OR AGREEMENT OF SELLER THAT EXPRESSLY SURVIVES CLOSING, UNDER THIS AGREEMENT; provided, however, notwithstanding anything to the contrary contained from and against any and all Losses incurred by Purchaser Indemnitees in this Agreement, connection with (a) the material inaccuracy of any of Seller’s indemnification obligation under this representations or warranties herein (subject to Seller’s right to cure any certain such inaccuracies pursuant to Section 18.04 shall apply only if and to the extent Buyer provides Seller with a Claim Notice complying with Section 18.05 on or before the day occurring nine (9) months after the Closing7.1), (b) except the material breach of any of Seller’s covenants herein or (c) the Excluded Liabilities; provided that under no circumstances shall (i) Seller be required to the extent provided otherwise in Section 12.01(aindemnify any Purchaser Indemnitee for any environmental liability associated with any collateral securing a Loan (including any Mortgaged Property), Buyer and (ii) any amounts payable pursuant to indemnification under this Section 7.3 in respect of any Loan exceed the Allocated Purchase Price for such Loan; provided, further, that if Purchaser has timely invoked repurchase remedies concerning any given Loan pursuant to Article VIII, such repurchase shall bear sole responsibility be the exclusive remedy of the Purchaser Indemnitees in respect of such Loan, and the Purchaser Indemnitees shall not be entitled to indemnification in respect of such Loan under this Section 7.3; provided, further, that with respect to indemnification payments under Section 7.3(a) (other than with respect to breaches of Section 4.1(a), Section 4.1(b)(i) and Section 4.1(c)): (A) Seller shall not be liable for any such indemnification until the aggregate costs associated amount of Losses for which Purchaser is entitled to be indemnified under Section 7.3(a) (other than with all such Claims up respect to breaches of Section 4.1(a), Section 4.1(b)(i) and Section 4.1(c)), together with the aggregate Repurchase Price of the Loans required to be repurchased by Seller pursuant to Article VIII, exceeds, on a threshold percentage of two cumulative basis, an amount equal to one percent (21%) of the Unadjusted Base Purchase PricePrice (the “Seller Basket”), it being intended by the Parties that Seller be obligated only (B) to the extent that those costs exceed two the Seller Basket is exceeded, then Seller shall pay Purchaser all indemnifiable Losses under Section 7.3(a) including the Seller Basket and (C) in no event shall Seller be required to make aggregate indemnification payments pursuant to Section 7.3(a) (other than with respect to breaches of Section 4.1(a), Section 4.1(b)(i) and Section 4.1(c)) in excess of an amount equal to ten percent (210%) of the Unadjusted Base Purchase Price, and (c) except to the extent provided otherwise in Section 12.01(a), Seller’s aggregate indemnification liability is limited to an amount equal to twenty-five percent (25%) of the Unadjusted Purchase Price. PROVIDED THAT CLOSING OCCURS, INDEMNIFICATION UNDER THIS SECTION 18.04 SHALL BE BUYER’S SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO ANY RETAINED OBLIGATION OR ANY BREACH OF ANY REPRESENTATION OR WARRANTY OF SELLER MADE IN ARTICLE VI, AND SELLER’S LIABILITY WITH RESPECT TO ANY RETAINED OBLIGATION OR BREACH OF ANY REPRESENTATION OR WARRANTY OF SELLER MADE IN Article VI SHALL BE SUBJECT TO THE PROCEDURES AND LIMITATIONS ON TIMING AND AMOUNT PROVIDED IN THIS SECTION 18.04 AND IN SECTION 18.05.

Seller’s Indemnification. PROVIDED THAT THE CLOSING OCCURSSeller hereby agrees to indemnify, SELLER SHALL RELEASEhold harmless and defend Purchaser from and against any and all loss, DEFENDdamage (other than consequential or punitive damages), INDEMNIFY AND HOLD HARMLESS BUYERclaim, ITS PARTNERScost and expense and any other liability whatsoever, AND THEIR RESPECTIVE OFFICERSincluding, DIRECTORSwithout limitation, EMPLOYEESreasonable accountants’ and attorneys’ fees, AGENTScharges and costs, REPRESENTATIVES, MEMBERS, SHAREHOLDERS, AFFILIATES AND SUBSIDIARIES incurred by Purchaser by reason of (COLLECTIVELY, THE “BUYER INDEMNITEES”a) FROM AND AGAINST ANY AND ALL LOSSES AS A RESULT OF, ARISING OUT OF, OR RELATED TO (I) THE RETAINED OBLIGATIONS, REGARDLESS OF WHETHER CAUSED OR CONTRIBUTED TO BY THE SOLE, JOINT, COMPARATIVE OR CONCURRENT NEGLIGENCE OR STRICT LIABILITY OF ANY OF THE BUYER INDEMNITEES AND (II) ANY BREACH OF ANY REPRESENTATION OR WARRANTY OF SELLER, OR OF A COVENANT OR AGREEMENT OF SELLER THAT EXPRESSLY SURVIVES CLOSING, UNDER THIS AGREEMENT; provided, however, notwithstanding anything to the contrary Seller’s breach of any representations or warranties or covenants of Seller contained in this Agreement, (a) Seller’s indemnification obligation under this Section 18.04 shall apply only if and to the extent Buyer provides Seller with a Claim Notice complying with Section 18.05 on or before the day occurring nine (9) months after the Closing, (b) except without limiting the generality of the foregoing, Seller’s failure to duly perform and discharge Retained Liabilities or perform the extent obligations of Seller under Related Documents, provided otherwise in Section 12.01(a), Buyer Seller shall bear sole responsibility have no duty indemnify Purchaser for the aggregate costs associated with any losses arising hereunder until Purchaser has suffered losses by reason of all such Claims up to a threshold percentage of two percent breaches (2%) when aggregated with losses under Section 15.01 of the Unadjusted Agreement to Purchase Price, it being intended by Two Hotels) in excess of Fifty Thousand Dollars ($50,000.00) aggregate deductible (after which point the Parties that Seller will be obligated only to indemnify the extent that those costs exceed two percent (2%Purchaser from and against further such losses) of the Unadjusted Purchase Price, and (c) except or thereafter to the extent provided otherwise in the losses (when aggregated with losses under Section 12.01(a), Seller’s aggregate indemnification liability is limited 15.01 of the Agreement to Purchase Two Hotels) the Purchaser has suffered by reason of all such breaches up to an amount aggregate cap equal to twenty-five percent Seven Hundred Fifty Thousand Dollars (25%$750,000.00) (after which point the Seller will have no obligation to indemnify the Purchaser from and against further losses). This indemnity shall terminate and be of no force and effect except with respect to actions brought by Purchaser against Seller for claims made pursuant to Section 15.03) not later than the final day of the Unadjusted Purchase PriceSurvival Period. PROVIDED THAT CLOSING OCCURS, INDEMNIFICATION UNDER THIS SECTION 18.04 SHALL BE BUYER’S SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO ANY RETAINED OBLIGATION OR ANY BREACH OF ANY REPRESENTATION OR WARRANTY OF SELLER MADE IN ARTICLE VI, AND SELLER’S LIABILITY WITH RESPECT TO ANY RETAINED OBLIGATION OR BREACH OF ANY REPRESENTATION OR WARRANTY OF SELLER MADE IN Article VI SHALL BE SUBJECT TO THE PROCEDURES AND LIMITATIONS ON TIMING AND AMOUNT PROVIDED IN THIS SECTION 18.04 AND IN SECTION 18.05The indemnification provided for in this Section 15.01 shall from and after the Closing be the Purchaser’s sole remedy for any matters referred to herein.

Seller’s Indemnification. PROVIDED THAT THE CLOSING OCCURSExcept as otherwise provided in Section 10.5, SELLER SHALL RELEASE, DEFEND, INDEMNIFY AND HOLD HARMLESS BUYER, ITS PARTNERS, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, MEMBERS, SHAREHOLDERS, AFFILIATES AND SUBSIDIARIES (COLLECTIVELY, THE “BUYER INDEMNITEES”) FROM AND AGAINST ANY AND ALL LOSSES AS A RESULT OF, ARISING OUT OF, OR RELATED TO (I) THE RETAINED OBLIGATIONS, REGARDLESS OF WHETHER CAUSED OR CONTRIBUTED TO BY THE SOLE, JOINT, COMPARATIVE OR CONCURRENT NEGLIGENCE OR STRICT LIABILITY OF ANY OF THE BUYER INDEMNITEES AND (II) ANY BREACH OF ANY REPRESENTATION OR WARRANTY OF SELLER, OR OF A COVENANT OR AGREEMENT OF SELLER THAT EXPRESSLY SURVIVES CLOSING, UNDER THIS AGREEMENT; provided, however, notwithstanding anything to the contrary contained in this Agreement, (a) Seller’s indemnification obligation under this Section 18.04 shall apply only if from and to the extent Buyer provides Seller with a Claim Notice complying with Section 18.05 on or before the day occurring nine (9) months after the Closing, (b) except Sellers hereby agree jointly and severally to indemnify Coyote and INET, and any successor to the extent provided otherwise business or assets of Coyote and INET, and hold them harmless from and in respect of any loss, liability, damages, deficiencies, costs or expenses, including reasonable attorneys' fees (net of income or franchise tax savings) accruing from or resulting by reason of any breach of any of the representations, warranties, covenants or agreements made or to be performed by Sellers or INET pursuant to this Agreement or from any misrepresentations in, or from any instrument furnished hereunder. Sellers shall indemnify and hold harmless Coyote and INET, and any successor to the business of Coyote or INET, from all suits, actions, proceedings, demands, assessments, judgments, costs, reasonable attorneys' fees and expenses (net of income or franchise tax savings) incidental to any of the foregoing. Coyote or INET shall notify Sellers in writing of the existence of any matter to which the obligations set forth in this Section 10.2 shall apply, in the manner specified in Section 12.01(a), Buyer 10.4 hereof which shall bear sole responsibility for set forth the aggregate costs associated with all such Claims up to a threshold percentage of two percent (2%) amount of the Unadjusted Purchase Priceindemnity claim to be paid to Coyote, it being intended upon payment by Coyote or INET. Sellers agree to pay to Coyote the amount of the indemnity claim within ten (10) days of receipt of Coyote's notice, or Sellers shall dispute its obligation to pay such amount in full to Coyote by setting forth the basis of its objection in a written notice to Coyote with in such ten (10) business day period. The Parties that Seller be obligated only specifically agree that, subject to the extent that those costs exceed two percent (2%) provisions of Section 10.5, the indemnification provided herein shall apply according to its terms regardless of the Unadjusted Purchase Price, and (c) except materiality or lack thereof with respect to any claim Coyote may have pursuant to the extent indemnity provided otherwise in Section 12.01(a)therein, Seller’s aggregate indemnification liability is limited to an amount equal to twenty-five percent (25%) without limiting the generality of the Unadjusted Purchase Price. PROVIDED THAT CLOSING OCCURS, INDEMNIFICATION UNDER THIS SECTION 18.04 SHALL BE BUYER’S SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO ANY RETAINED OBLIGATION OR ANY BREACH OF ANY REPRESENTATION OR WARRANTY OF SELLER MADE IN ARTICLE VI, AND SELLER’S LIABILITY WITH RESPECT TO ANY RETAINED OBLIGATION OR BREACH OF ANY REPRESENTATION OR WARRANTY OF SELLER MADE IN Article VI SHALL BE SUBJECT TO THE PROCEDURES AND LIMITATIONS ON TIMING AND AMOUNT PROVIDED IN THIS SECTION 18.04 AND IN SECTION 18.05foregoing.

Seller’s Indemnification. PROVIDED THAT THE CLOSING OCCURSSeller hereby agrees to indemnify, SELLER SHALL RELEASEhold harmless and defend Purchaser from and against any and all loss, DEFENDdamage (other than consequential or punitive damages), INDEMNIFY AND HOLD HARMLESS BUYERclaim, ITS PARTNERScost and expense and any other liability whatsoever, AND THEIR RESPECTIVE OFFICERSincluding, DIRECTORSwithout limitation, EMPLOYEESreasonable accountants’ and attorneys’ fees, AGENTScharges and costs, REPRESENTATIVES, MEMBERS, SHAREHOLDERS, AFFILIATES AND SUBSIDIARIES incurred by Purchaser by reason of (COLLECTIVELY, THE “BUYER INDEMNITEES”a) FROM AND AGAINST ANY AND ALL LOSSES AS A RESULT OF, ARISING OUT OF, OR RELATED TO (I) THE RETAINED OBLIGATIONS, REGARDLESS OF WHETHER CAUSED OR CONTRIBUTED TO BY THE SOLE, JOINT, COMPARATIVE OR CONCURRENT NEGLIGENCE OR STRICT LIABILITY OF ANY OF THE BUYER INDEMNITEES AND (II) ANY BREACH OF ANY REPRESENTATION OR WARRANTY OF SELLER, OR OF A COVENANT OR AGREEMENT OF SELLER THAT EXPRESSLY SURVIVES CLOSING, UNDER THIS AGREEMENT; provided, however, notwithstanding anything to the contrary Seller’s breach of any representations or warranties or covenants of Seller contained in this Agreement, (a) Seller’s indemnification obligation under this Section 18.04 shall apply only if and to the extent Buyer provides Seller with a Claim Notice complying with Section 18.05 on or before the day occurring nine (9) months after the Closing, (b) except without limiting the generality of the foregoing, Seller’s failure to duly perform and discharge Retained Liabilities or perform the extent obligations of Seller under Related Documents, provided otherwise in Section 12.01(a), Buyer Seller shall bear sole responsibility have no duty indemnify Purchaser for the aggregate costs associated with any losses arising hereunder until Purchaser has suffered losses by reason of all such Claims up to a threshold percentage of two percent breaches (2%) when aggregated with losses under Section 15.01 of the Unadjusted Agreement to Purchase Price, it being intended by Seven Hotels) in excess of Fifty Thousand Dollars ($50,000.00) aggregate deductible (after which point the Parties that Seller will be obligated only to indemnify the extent that those costs exceed two percent (2%Purchaser from and against further such losses) of the Unadjusted Purchase Price, and (c) except or thereafter to the extent provided otherwise in the losses (when aggregated with losses under Section 12.01(a), Seller’s aggregate indemnification liability is limited 15.01 of the Agreement to Purchase Seven Hotels) the Purchaser has suffered by reason of all such breaches up to an amount aggregate cap equal to twenty-five percent Seven Hundred Fifty Thousand Dollars (25%$750,000.00) (after which point the Seller will have no obligation to indemnify the Purchaser from and against further losses). This indemnity shall terminate and be of no force and effect except with respect to actions brought by Purchaser against Seller for claims made pursuant to Section 15.03) not later than the final day of the Unadjusted Purchase PriceSurvival Period. PROVIDED THAT CLOSING OCCURS, INDEMNIFICATION UNDER THIS SECTION 18.04 SHALL BE BUYER’S SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO ANY RETAINED OBLIGATION OR ANY BREACH OF ANY REPRESENTATION OR WARRANTY OF SELLER MADE IN ARTICLE VI, AND SELLER’S LIABILITY WITH RESPECT TO ANY RETAINED OBLIGATION OR BREACH OF ANY REPRESENTATION OR WARRANTY OF SELLER MADE IN Article VI SHALL BE SUBJECT TO THE PROCEDURES AND LIMITATIONS ON TIMING AND AMOUNT PROVIDED IN THIS SECTION 18.04 AND IN SECTION 18.05The indemnification provided for in this Section 15.01 shall from and after the Closing be the Purchaser’s sole remedy for any matters referred to in this Section 15.01.

Seller’s Indemnification. PROVIDED THAT THE CLOSING OCCURSProvided that the Closing occurs, SELLER SHALL RELEASESeller shall release, DEFENDdefend, INDEMNIFY AND HOLD HARMLESS BUYERindemnify and hold harmless Buyer, ITS PARTNERSits partners, AND THEIR RESPECTIVE OFFICERSand their respective officers, DIRECTORSdirectors, EMPLOYEESemployees, AGENTSagents, REPRESENTATIVESrepresentatives, MEMBERSmembers, SHAREHOLDERSshareholders, AFFILIATES AND SUBSIDIARIES affiliates, subsidiaries, successors and assigns (COLLECTIVELYcollectively, THE the “BUYER INDEMNITEESBuyer Indemnitees”) FROM AND AGAINST ANY AND ALL LOSSES AS A RESULT OFfrom and against any and all Losses as a result of, ARISING OUT OFarising out of, OR RELATED TO or related to (Ia) THE RETAINED OBLIGATIONSthe Retained Obligations, (b) any breach of any representation or warranty of Seller under this Agreement or in the certificate delivered at Closing pursuant to Section 10.04(g), and (c) any breach of Seller’s covenants and agreements contained in this Agreement, REGARDLESS OF WHETHER CAUSED OR CONTRIBUTED TO BY THE SOLE, JOINT, COMPARATIVE OR CONCURRENT NEGLIGENCE OR STRICT LIABILITY OF ANY OF THE BUYER INDEMNITEES AND (II) ANY BREACH INDEMNITEES, BUT EXCLUDING THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY REPRESENTATION OR WARRANTY OF SELLER, OR OF A COVENANT OR AGREEMENT OF SELLER THAT EXPRESSLY SURVIVES CLOSING, UNDER THIS AGREEMENT; providedINDEMNIFIED PERSON. Provided, however, notwithstanding anything to the contrary contained in this Agreement, herein (ai) Seller’s indemnification obligation under this Section 18.04 14.04 for any breach of any representation or warranty of Seller under this Agreement or in the certificate delivered at Closing pursuant to Section 10.04(g) that is not a Fundamental Representation or Environmental Representation or any breach of Seller’s covenants and agreements contained in this Agreement to be performed prior to Closing shall only apply if Buyer has provided Seller with written notice claiming indemnification in good faith within twelve (12) months of the Closing Date and only if and with respect to the extent indemnification so claimed, (ii) Seller’s indemnification obligation under this Section 14.04 for any breach of an Environmental Representation shall only apply if Buyer provides has provided Seller with a Claim Notice complying with Section 18.05 on or before the day occurring nine written notice claiming indemnification within six (96) months after of the ClosingClosing Date, (biii) except Seller’s indemnification obligation under this Section 14.04 for any breach of any representation or warranty of Seller under this Agreement or in the certificate delivered at Closing pursuant to the extent provided otherwise Section 10.04(g) that is not a Fundamental Representation or any breach of Seller’s covenants and agreements contained in Section 12.01(a), Buyer this Agreement (other than covenants and agreements with respect to Retained Obligations) shall bear sole responsibility for only apply if the aggregate costs Losses associated with all such Claims up claims relating to Seller’s indemnity obligations under this Section 14.04 exceeds a threshold percentage deductible of two one and one-half percent (21.5%) of the Unadjusted Purchase Price, it being intended by the Parties that in which case Seller shall be obligated only with respect to the extent that those costs exceed two percent (2%) Losses in excess of the Unadjusted Purchase Pricesuch deductible, and (civ) except Seller’s indemnification obligations under this Section 14.04 with respect to the extent Retained Obligations shall only apply if Buyer has provided otherwise Seller with written notice claiming indemnification with respect thereto within four (4) years of the Closing Date with respect to Retained Obligations described in Section 12.01(aSections 14.01(a)-(c) and prior to the expiration of the statute of limitations applicable thereto with respect to Retained Obligations described in Sections 14.01(d)-(h). Notwithstanding anything to the contrary herein, Seller’s aggregate indemnification liability is limited obligation to an amount equal indemnify hereunder for breaches of representations and warranties of Seller under this Agreement or in the certificate delivered at Closing pursuant to twenty-five percent (25%Section 10.04(g) that are not Fundamental Representations and breaches of the Unadjusted Purchase Price. PROVIDED THAT CLOSING OCCURS, INDEMNIFICATION UNDER THIS SECTION 18.04 SHALL BE BUYER’S SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO ANY RETAINED OBLIGATION OR ANY BREACH OF ANY REPRESENTATION OR WARRANTY OF SELLER MADE IN ARTICLE VI, AND SELLER’S LIABILITY WITH RESPECT TO ANY RETAINED OBLIGATION OR BREACH OF ANY REPRESENTATION OR WARRANTY OF SELLER MADE IN Article VI SHALL BE SUBJECT TO THE PROCEDURES AND LIMITATIONS ON TIMING AND AMOUNT PROVIDED IN THIS SECTION 18.04 AND IN SECTION 18.05.Seller’s covenants and agreements contained in this Agreement

Seller’s Indemnification. PROVIDED THAT THE CLOSING OCCURS, SELLER SHALL RELEASE, DEFEND, INDEMNIFY AND HOLD HARMLESS BUYER, ITS PARTNERS, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, MEMBERS, SHAREHOLDERS, AFFILIATES AND SUBSIDIARIES (COLLECTIVELY, THE “BUYER INDEMNITEES”) FROM AND AGAINST ANY AND ALL LOSSES AS A RESULT OF, ARISING OUT OF, OR RELATED TO (I) THE RETAINED OBLIGATIONS, REGARDLESS OF WHETHER CAUSED OR CONTRIBUTED TO BY THE SOLE, JOINT, COMPARATIVE OR CONCURRENT NEGLIGENCE OR STRICT LIABILITY OF ANY OF THE BUYER INDEMNITEES AND (II) ANY BREACH OF ANY REPRESENTATION OR WARRANTY OF SELLER, OR OF A COVENANT OR AGREEMENT OF SELLER THAT EXPRESSLY SURVIVES CLOSING, UNDER THIS AGREEMENTINDEMNITEES; provided, however, notwithstanding anything to the contrary contained in this Agreement, (a) Seller’s indemnification obligation under this Section 18.04 16.04 shall apply only if and to the extent Buyer provides Seller with a Claim Notice complying with Section 18.05 16.05 on or before the day occurring nine six (96) months after the ClosingClosing with respect to claims arising under Section 16.01(d) in connection with the breach by Seller of any representation contained in Mid: 010628\000101\905583.7 - 40 - Sections 6.06 through 6.16, or on or before the day occurring twelve (12) months after the Closing with respect to claims arising under Sections 16.01(a), 16.01(b), 16.01(c), 16.01(d)(in connection with the breach by Seller of any representation contained in Sections 6.01 through 6.05), 16.01(e) or 16.01(f), (b) except to the extent provided otherwise in Section 12.01(a), Buyer shall bear sole responsibility for the aggregate costs associated with all such Claims claims up to a threshold percentage of two three percent (23%) of the Unadjusted Purchase Price, it being intended by the Parties that Seller be obligated only to the extent that of those costs that exceed two three percent (23%) of the Unadjusted Purchase Price, and (c) except to the extent provided otherwise in Section 12.01(a), Seller’s aggregate indemnification liability is limited to an amount equal to twenty-five twenty percent (2520%) of the Unadjusted Purchase Price. PROVIDED THAT CLOSING OCCURS, INDEMNIFICATION UNDER THIS SECTION 18.04 16.04 SHALL BE BUYER’S SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO ANY RETAINED OBLIGATION OR ANY BREACH OF ANY REPRESENTATION OR WARRANTY OF SELLER MADE IN ARTICLE VI, AND SELLER’S LIABILITY WITH RESPECT TO ANY RETAINED OBLIGATION OR BREACH OF ANY REPRESENTATION OR WARRANTY OF SELLER MADE IN Article ARTICLE VI SHALL BE SUBJECT TO THE PROCEDURES AND LIMITATIONS ON TIMING AND AMOUNT PROVIDED IN THIS SECTION 18.04 16.04 AND IN SECTION 18.0516.05.