Common use of Seller’s Indemnity Clause in Contracts

Seller’s Indemnity. (a) Seller hereby indemnifies and holds Buyer harmless from and against, and agrees to defend promptly Buyer from, and reimburse Buyer for, any and all losses, damages, costs, expenses, liabilities, obligations and claims of any kind, including, without limitation, environmental liabilities (whether involving personal injury or property damage), reasonable attorneys' fees and other legal costs and expenses (hereinafter referred to collectively as "Losses"), that Buyer and any Affiliate of Buyer may at any time suffer or incur, or become subject to, as a result of or in connection with: (i) any breach or inaccuracy of any of the representations and warranties made by Seller in this Agreement or any other agreement or instrument delivered by Seller pursuant hereto; (ii) any failure of Seller to carry out, perform, satisfy and discharge any of its covenants, agreements, undertakings, liabilities or obligations under this Agreement or under any of the agreements and instruments delivered by Seller pursuant to this Agreement; (iii) claims by third parties (including governmental authorities) against Buyer relating to the construction, operation and ownership by Seller of the Assets and the performance by Seller under the Contracts in each case under this clause (iii) for the period prior to the Effective Time; (iv) any of the matters referenced in Schedules 3.5 and 3.11; (v) any violations of, or failure to operate in accordance with, necessary Permits prior to the effective time; (vi) failure by Seller to satisfy and perform any of the obligations set forth in Schedule 5.9 and any cost incurred to satisfy and perform any such obligation or resulting from any additional or modified terms under any Contracts (or substitute contracts) required for or resulting from the satisfaction and performance of such obligations; and (vii) any and all liabilities and obligations of Seller which are not expressly assumed by Buyer as Assumed Liabilities pursuant hereto;

Seller’s Indemnity. (a) Subject to the proviso in the final sentence of Section 9.1, the Seller hereby indemnifies and holds the Buyer harmless from and against, against and agrees to defend promptly Buyer from, and reimburse Buyer for, hold it harmless from any and all lossesdamage, damagesloss, costs, expenses, liabilities, obligations liability and claims of any kind, expense (including, without limitation, environmental liabilities (whether involving personal injury or property damage), reasonable attorneys' expenses of investigation and attorney's fees and other legal costs and expenses (hereinafter referred to collectively as "Losses"), that Buyer and any Affiliate of Buyer may at any time suffer or incur, or become subject to, as a result of or in connection with: with any action, suit or proceeding brought against the Buyer) demanded, claimed or threatened in writing against the Buyer or incurred or suffered by the Buyer arising out of (i) any breach action taken or inaccuracy of any omitted to be taken by the Seller prior to the Closing relating to the ownership or operation of the representations Branches or their business and warranties made properties prior to Closing, but excluding any damage, loss, liability or expense resulting from actions taken by the Seller at the written direction of the Buyer or resulting from defects in this Agreement or any other agreement or instrument delivered by Seller pursuant heretotitle to the Branch Real Estate; (ii) any failure misrepresentation or breach of Seller warranty, covenant or agreement made, contained in or to carry out, perform, satisfy and discharge any of its covenants, agreements, undertakings, liabilities or obligations under this Agreement or under any of be performed by the agreements and instruments delivered by Seller pursuant to this Agreement, the Schedules hereto or the Seller's officer's certificate; and (iii) claims any claim or demand by any Branch employee of the Seller who shall not become an employee of the Buyer (except as may be the result of any action or inaction of the Buyer). Any direct claim by the Buyer against the Seller, as distinguished from a claim against the Buyer by a third parties party, shall be settled by arbitration pursuant to Section 9.4. The Seller shall not be liable under this Section 9.2 for any settlement effected without its consent (including governmental authoritieswhich consent shall not be unreasonably withheld) against of any claim, litigation or proceeding in respect of which indemnity may be sought hereunder. The Buyer relating agrees to give prompt notice to the construction, operation and ownership by Seller of the Assets assertion of any claim, or the commencement of any suit, action or proceeding in respect of which indemnity may be sought hereunder. The Seller may, and at the performance by Seller under the Contracts in each case under this clause (iii) for the period prior to the Effective Time; (iv) any request of the matters referenced Buyer shall, participate in Schedules 3.5 and 3.11; (v) any violations of, or failure to operate in accordance with, necessary Permits prior to control the effective time; (vi) failure by Seller to satisfy and perform any defense of the obligations set forth in Schedule 5.9 and any cost incurred to satisfy and perform any such obligation suit, action or resulting from any additional or modified terms under any Contracts (or substitute contracts) required for or resulting from the satisfaction and performance of such obligations; and (vii) any and all liabilities and obligations of Seller which are not expressly assumed by Buyer as Assumed Liabilities pursuant hereto;proceeding at its own expense.

Seller’s Indemnity. (a) Seller shall and hereby indemnifies agrees to indemnify and holds hold Buyer and its officers, directors, employees, and affiliates (each a “Buyer Indemnitee”) harmless from and against, and agrees to defend promptly Buyer from, and reimburse Buyer for, against any and all lossesLosses actually incurred by a Buyer Indemnitee, damagesarising out of, costs, expenses, liabilities, obligations and claims of any kind, including, without limitation, environmental liabilities (whether involving personal injury or property damage), reasonable attorneys' fees and other legal costs and expenses (hereinafter referred to collectively as "Losses"), that Buyer and any Affiliate of Buyer may at any time suffer or incur, or become subject attributable to, as a result of or in connection with: (i) any breach of a representation or inaccuracy of any of the representations and warranties warranty made by Seller in this Agreement or any other agreement or instrument certificate delivered by Seller pursuant heretoto any Section hereof; (ii) any failure breach by Seller of any covenant or obligation of Seller to carry out, perform, satisfy and discharge any of its covenants, agreements, undertakings, liabilities or obligations under this Agreement or under any of the agreements and instruments delivered by Seller pursuant to this Agreementhereunder; (iii) claims by third parties (including governmental authorities) against Buyer relating any Excluded Liabilities or related to the construction, operation and ownership by Seller of the Assets and the performance by Seller under the Contracts in each case under this clause (iii) for the period prior to the Effective Timeany Excluded Assets; (iv) any of the matters referenced in Schedules 3.5 and 3.11; (v) any violations of, or failure to operate in accordance with, necessary Permits prior to the effective time; (vi) failure by Seller to satisfy and perform any of the obligations set forth in Schedule 5.9 and any cost incurred to satisfy and perform any such obligation or resulting from any additional or modified terms under any Contracts (or substitute contracts) required for or resulting from the satisfaction and performance of such obligations; and (vii) any and all liabilities and obligations of Seller of any nature relating to the Designated Assets or the operation of the Clinical Lab Services Business which are incurred or arise prior to 11:59am ET on the Closing Date; and (v) any and all actions, suits, proceedings, demands, assessments, or judgments, costs, and expenses (including reasonable legal and accounting fees and investigation costs) incident to the foregoing (i) through (iv), and the enforcement thereof. (b) Notwithstanding anything to the contrary herein or otherwise, Seller shall not expressly assumed by be required to indemnify any Buyer Indemnitee, and shall not have any liability under sub-clause (i) of Section 9.02(a) (other than in respect of any Fundamental Representations of Buyer): (i) unless the aggregate of all Losses in respect of any claim or series of related claims for which Seller would, but for this sub-clause (i), be liable thereunder exceeds on a cumulative basis an amount equal to the De Minimis Threshold; (ii) unless the aggregate of all Losses for which Seller would, but for this sub- clause (ii), be liable thereunder exceeds on a cumulative basis an amount equal to the Basket Amount, in which event Seller shall be responsible for the aggregate amount of all Losses; (iii) for any amounts in excess of the Cap. For avoidance of doubt, the limitations on indemnify in this Section 9.02(b) shall apply only to the general representations and warranties set out in this agreement, and shall not apply to breaches of Fundamental Representations or any other indemnity categories such as Assumed Liabilities pursuant hereto;covenants, excluded liabilities, etc. (c) Notwithstanding anything to the contrary herein or otherwise, Seller shall not be required to indemnity any Buyer Indemnitee, and shall not have any liability hereunder for amounts, in the aggregate, in excess of the Purchase Price (including claims based on a breach of Fundamental Representations of Seller). -24

Seller’s Indemnity. (a) Seller Sellers hereby indemnifies jointly and holds severally indemnify and hold Buyer harmless from and against, and agrees agree to defend promptly Buyer from, and reimburse Buyer for, any and all losses, damages, costs, expenses, liabilities, obligations and claims of any kind, including, without limitation, environmental liabilities (whether involving personal injury or property damage), reasonable attorneys' fees and other legal costs and expenses (hereinafter referred to collectively as "Losses"), that Buyer and any Affiliate of Buyer may at any time suffer or incur, or become subject to, as a result of or in connection with: (i) any breach or inaccuracy of any of the representations and warranties made by Seller Sellers in this Agreement or any other agreement or instrument delivered by Seller Sellers pursuant hereto; (ii) any failure of Seller Sellers to carry out, perform, satisfy and discharge any of its covenants, agreements, undertakings, liabilities or obligations under this Agreement or under any of the agreements and instruments delivered by Seller Sellers pursuant to this Agreement; (iii) claims by third parties (including governmental authorities) against Buyer relating to the construction, operation and ownership by Seller Sellers of the Assets and the performance by Seller Sellers under the Contracts in each case under this clause (iii) for the period prior to the Effective Time; (iv) any of the matters referenced in Schedules 3.5 and 3.11; (v) any violations of, or failure to operate in accordance with, necessary Permits permits prior to the effective timeEffective Time; (viv) failure by Seller to satisfy except as otherwise provided in the Sublease and perform any of License, all obligations and liabilities under the obligations set forth in Schedule 5.9 and any cost incurred to satisfy and perform any such obligation or resulting from any additional or modified terms under any Contracts (or substitute contracts) required for or resulting from the satisfaction and performance of such obligationsLease; and (viivi) any and all liabilities and obligations of Seller which are not expressly assumed by Buyer as Assumed Liabilities pursuant heretoSellers;

Seller’s Indemnity. Seller shall indemnify, defend, protect and hold harmless BEA (aand BEA's Subsidiaries and Affiliates and their respective officers, directors, stockholders, employees and agents the "BEA Indemnities") Seller hereby indemnifies and holds Buyer harmless from and against, and agrees to defend promptly Buyer from, and reimburse Buyer for, against any and all losses, damages, costs, expenses, liabilities, obligations obligations, claims, demands, causes of action, suits, settlements and claims judgments of any kindevery nature, including, without limitation, environmental liabilities (whether involving personal injury or property damage), reasonable attorneys' fees and other legal including the costs and expenses associated therewith and reasonable attorneys', consultants' and witness fees incurred in connection therewith (hereinafter referred to collectively as "LossesBEA Damages"), that Buyer and any Affiliate of Buyer may at any time suffer or incur, or become subject to, as a result of or in connection withwhich arise out of: (i) any the breach or inaccuracy of any of the representations and warranties representation or warranty made by Seller in under Article 3 of this Agreement (including the Seller Disclosure Schedule) or any other agreement or instrument certificate delivered by Seller pursuant heretoto this Agreement; (ii) the non-performance, partial or total, of any failure of Seller to carry out, perform, satisfy and discharge any of its covenants, agreements, undertakings, liabilities or obligations under this Agreement or under any of the agreements and instruments delivered covenant made by Seller pursuant to this Agreement; (iii) claims by third parties (including governmental authorities) against Buyer relating to the construction, operation and ownership by Seller conduct of the Assets and the performance by Seller under the Contracts in each case under this clause (iii) for the period Business prior to the Effective Time; Closing Date in breach of any covenant set forth in Article 5 hereof, or (iv) any BEA Damages relating to or arising out of the matters referenced matter set forth as Item 2 to Schedule 3.17.2 of the Seller Disclosure Schedule or the breach of the representations and warranties contained in Schedules 3.5 and 3.11; (v) any violations of, or failure to operate in accordance with, necessary Permits prior that certain representation letter relating to the effective time; (vi) failure same matter dated as of the date hereof and delivered to BEA by Seller to satisfy and perform the Founders; provided, that for purposes of determining the amount of BEA Damages for the breach of any representation, warranty or covenant in this Agreement that contains a materiality qualifier, such representation, warranty or covenant shall be deemed breached where the BEA Damages relating thereto, individually or in the aggregate, are in excess of $25,000 (which BEA Damages, once such $25,000 threshold has been surpassed, shall be included in full in determining whether the obligations aggregate amount of BEA Damages exceeds the $250,000 limitation set forth in Schedule 5.9 and any cost incurred to satisfy and perform any such obligation or resulting from any additional or modified terms under any Contracts (or substitute contracts) required for or resulting from the satisfaction and performance of such obligations; and (vii) any and all liabilities and obligations of Seller which are not expressly assumed by Buyer as Assumed Liabilities pursuant hereto;Section 8.6(a).

Seller’s Indemnity. (a) Seller hereby indemnifies The Sellers shall indemnify and holds hold harmless the Buyer, any underwriter for the Buyer harmless and each person, if any, who controls the Buyer or such underwriter, from and against, and agrees to defend promptly Buyer from, and reimburse Buyer for, against any and all losses, damages, costs, expensesclaims, liabilities, obligations and claims of costs or expenses (including any kindamounts paid in any settlement effected with the selling shareholder’s consent) to which the Buyer, includingany such underwriter or any such controlling person may become subject under applicable law or otherwise, without limitationinsofar as such losses, environmental damages, claims, liabilities (whether involving personal injury or property damageactions or proceedings in respect thereof), reasonable attorneys' fees and other legal costs and or expenses (hereinafter referred to collectively as "Losses"), that Buyer and any Affiliate of Buyer may at any time suffer or incur, or become subject to, as a result arise out of or in connection with: are based on (i) any breach or inaccuracy untrue statement of any of material fact contained in the representations and warranties made by Seller Registration Statement or included in this Agreement the prospectus, as amended or any other agreement supplemented, or instrument delivered by Seller pursuant hereto; (ii) any failure of Seller the omission to carry outstate therein a material fact required to be stated therein or necessary to make the statements therein, perform, satisfy and discharge any of its covenants, agreements, undertakings, liabilities or obligations under this Agreement or under any in the light of the agreements circumstances in which they were made, not misleading, and instruments delivered by Seller pursuant to this Agreement; (iii) claims by third parties (including governmental authorities) against Buyer relating to the constructionSellers will reimburse the Buyer, operation any such underwriter and ownership by Seller each such controlling person of the Assets and the performance Buyer or any such underwriter, promptly upon demand, for any reasonable legal or other expenses incurred by Seller under the Contracts them in connection with investigating, preparing to defend or defending against or appearing as a third-party witness in connection with such loss, claim, damage, liability, action or proceeding; in each case under this clause (iii) for the period prior to the Effective Timeextent, that such untrue statement or omission is contained in any information so furnished in writing by such Sellers to the Buyer specifically for inclusion in the Registration Statement or prospectus and that such information was reasonably relied upon by the Buyer for use in the Registration Statement, prospectus or to the extent that such information related to the Sellers or the Sellers’ proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by the Sellers expressly for use in the Registration Statement, form of prospectus (it is hereby clarified that the indemnification liability detailed herein shall only apply to such Seller/s who provided such untrue statements or omitted to include certain information as detailed in subsection (i) and (ii) above); (iv) provided, however, that the indemnity shall not apply to amounts paid in settlement of any losses if such settlement is effected without the prior written consent of the matters referenced Sellers. In no event shall the liability of any Seller hereunder be greater in Schedules 3.5 and 3.11; (v) any violations of, or failure to operate in accordance with, necessary Permits prior to amount than the effective time; (vi) failure by Seller to satisfy and perform any dollar amount of the obligations set forth in Schedule 5.9 and any cost incurred net proceeds received by the Sellers upon the sale of the Registrable Securities giving rise to satisfy and perform any such obligation or resulting from any additional or modified terms under any Contracts (or substitute contracts) required for or resulting from the satisfaction and performance of such obligationsindemnification obligation; and (vii) any and all liabilities and obligations in case that no sale of Seller which are Registrable Securities occurred, then the liability shall not expressly assumed by Buyer as Assumed Liabilities pursuant hereto;exceed the average value of the securities within the first three months after the registration.

Seller’s Indemnity. (a) Seller hereby indemnifies warrants that it has complied, and holds Buyer will comply, with all federal, state and local laws, regulations and directives that may relate to this Order, and that Seller shall obtain all permits or licenses required for the manufacture, sale, shipment and installation of the goods, or for the provision of the services, ordered hereunder. Seller agrees that any services to be rendered or goods to be furnished by Seller under this Order shall be rendered or furnished as an independent contractor, and is at Seller’s risk as to the methods, processes, procedures and conduct of the work. Seller shall be solely responsible for understanding the methods, processes, procedures and conduct of the work, including control of the associated hazards thereof, to assure the safety of its performance and that of its subcontractors and suppliers under this Order, and for the protection of all persons, premises or facilities involved in said performance, whether on Seller’s property, Aerojet’s property or elsewhere. Seller will indemnify, defend, and hold harmless Aerojet and its duly authorized representatives, including Officers and Directors, from and against, and agrees to defend promptly Buyer from, and reimburse Buyer for, against any and all losses, liabilities, damages, costsclaims, expensesdemands, liabilitiesliens, obligations subrogation, suits, actions, sanctions, expenses and claims administrative or other proceedings, including court costs and reasonable attorneys fees, to the extent arising from the performance of Seller’s work, or that of its subcontractors or suppliers, and resulting or alleged to have resulted from any defect in design, workmanship or materials, or from any negligence or malfeasance, or from any breach of applicable laws, regulations, safety standards or directives, but excluding Aerojet’s sole negligence or willful misconduct. Seller will promptly advise Aerojet of any kindsuch suit, includingaction or proceeding which may be brought or threatened against Aerojet or Seller and, without limitationat Aerojet’s election and request, environmental liabilities (whether involving personal injury assume full responsibility for its defense. The provisions of this paragraph shall survive the termination, cancellation or property damage), reasonable attorneys' fees and other legal costs and expenses (hereinafter referred to collectively as "Losses"), that Buyer and any Affiliate completion of Buyer may at any time suffer or incur, or become subject to, as a result of or in connection with: (i) any breach or inaccuracy of any of the representations and warranties made by Seller in this Agreement or any other agreement or instrument delivered by Seller pursuant hereto; (ii) any failure of Seller to carry out, perform, satisfy and discharge any of its covenants, agreements, undertakings, liabilities or obligations under this Agreement or under any of the agreements and instruments delivered by Seller pursuant to this Agreement; (iii) claims by third parties (including governmental authorities) against Buyer relating to the construction, operation and ownership by Seller of the Assets and the performance by Seller under the Contracts in each case under this clause (iii) for the period prior to the Effective Time; (iv) any of the matters referenced in Schedules 3.5 and 3.11; (v) any violations of, or failure to operate in accordance with, necessary Permits prior to the effective time; (vi) failure by Seller to satisfy and perform any of the obligations set forth in Schedule 5.9 and any cost incurred to satisfy and perform any such obligation or resulting from any additional or modified terms under any Contracts (or substitute contracts) required for or resulting from the satisfaction and performance of such obligations; and (vii) any and all liabilities and obligations of Seller which are not expressly assumed by Buyer as Assumed Liabilities pursuant hereto;Order.

Seller’s Indemnity. Notwithstanding any other provision of this Article 9, for the period beginning on the Closing Date and ending on the first anniversary of the Closing Date (athe "Seller Indemnity Period") Seller hereby indemnifies shall defend, indemnify and holds Buyer hold harmless Purchaser from and against, and agrees to defend promptly Buyer from, and reimburse Buyer for, any and all lossesbona fide third party claims asserted during the Seller Indemnity Period to the extent, damagesand only to the extent, costsdirectly relating to the mispayment, expensesnonpayment or underpayment of royalties for the for the Sale Interest applicable to the period of Seller's ownership of the affected Assets. From and after Closing, liabilitiesany claim for indemnity arising under this Section 9.13 shall be made by written notice, obligations and claims together with a written description of any kindclaims asserted stating the nature and basis of such claim and, includingif ascertainable, without limitationthe amount thereof. Seller shall have a period of twenty (20) days after receipt of such notice within which to respond thereto or, environmental liabilities in the case of a claim which requires a shorter time for response, then within such shorter period as specified by Purchaser in such notice (whether involving personal injury or property damage), reasonable attorneys' fees and other legal costs and expenses (hereinafter referred to collectively as the "LossesNotice Period"). If Seller denies liability hereunder or fails to provide the defense for any claim, that Buyer and any Affiliate of Buyer Purchaser may at any time suffer defend or incur, or become subject to, compromise the claim as a result of or in connection with: (i) any breach or inaccuracy of it deems appropriate without prejudice to any of the representations and warranties made by Seller in this Agreement or any other agreement or instrument delivered by Seller pursuant hereto; (ii) any failure Purchaser's rights hereunder, with no right of Seller to carry out, perform, satisfy approve or disapprove any actions taken in connection therewith by Purchaser. If Seller accepts liability and discharge any of its covenants, agreements, undertakings, liabilities or obligations under this Agreement or under any of the agreements and instruments delivered by Seller pursuant to this Agreement; (iii) claims by third parties (including governmental authorities) against Buyer relating to the construction, operation and ownership by Seller of the Assets and the performance by Seller under the Contracts in each case under this clause (iii) responsibility for the period defense of any claim, it shall so notify Purchaser as soon as is practicable prior to the Effective Time; (iv) any expiration of the matters referenced in Schedules 3.5 Notice Period and 3.11; (v) any violations ofundertake the defense or compromise of such claim, or failure to operate in accordance with, necessary Permits prior to the effective time; (vi) failure with counsel selected by Seller and reasonably acceptable to satisfy and perform any of Purchaser. If Seller undertakes the obligations set forth in Schedule 5.9 and any cost incurred to satisfy and perform any such obligation defense or resulting from any additional or modified terms under any Contracts (or substitute contracts) required for or resulting from the satisfaction and performance compromise of such obligations; claim, Purchaser shall be entitled, at its own expense, to participate in such defense, no compromise or settlement of any claim shall be made without reasonable notice to Purchaser, and (vii) any and all liabilities and obligations without the prior written approval of Seller Purchaser, which are approval shall not expressly assumed by Buyer as Assumed Liabilities pursuant hereto;be unreasonably delayed or denied.

Seller’s Indemnity. (a) Seller hereby indemnifies Sellers shall indemnify and holds Buyer hold harmless from and against, and agrees agree to defend promptly Buyer, any Affiliate of Buyer and the officers, directors, employees, agents, representatives and advisors of Buyer or any Affiliate of Buyer (collectively, "Buyer Indemnified Persons") from, and reimburse Buyer Indemnified Persons for, any and all losses, damages, costs, expenses, liabilities, judgments, settlements, obligations and claims of any kind, including, without limitationbut not limited to, environmental penalties, costs (including, but not limited to, costs of remediation) and liabilities (whether involving personal injury or property damage), reasonable attorneys' fees and other legal costs and expenses (hereinafter referred to collectively as "Losses"), that any Buyer and any Affiliate of Buyer Indemnified Person may at any time suffer or incur, or become subject to, as a result of or in connection with: (i) any breach or inaccuracy of any of the representations and warranties made by Seller Sellers in this Agreement Agreement, the Transaction Documents or any other agreement or instrument delivered by Seller Sellers pursuant heretohereto or thereto; (ii) any failure of Seller Sellers (before or after the Closing Date) to carry out, perform, satisfy and discharge any of its covenants, agreements, undertakings, liabilities or obligations under this Agreement Agreement, the Transaction Documents or under any of the agreements and instruments delivered by Seller Sellers pursuant to this Agreementhereto or thereto; (iii) claims by third parties (including governmental authorities) against Buyer relating to the construction, operation operation, maintenance and ownership by Seller Sellers of the Assets Facility and the performance by Seller Sellers under the Contracts Contracts, in each case under this clause (iii) for the period prior to the Effective Time; (iv) any of the matters referenced in Schedules 3.5 and 3.113.11 attached hereto; (v) any violations of, or failure to operate the Facility in accordance with, necessary Permits permits prior to the effective timeEffective Time; (vi) failure by Seller Sellers to satisfy and perform any of their obligations herein or under the obligations set forth in Schedule 5.9 Transaction Documents after the Closing and any cost incurred to satisfy and perform any such obligation or resulting from any additional or modified terms under any Contracts (or substitute contracts) required for or resulting from the satisfaction and performance of such obligations; and (vii) any of the events, circumstances or conditions described in Section 3.14, any pollution or threat to human health or the environment that (A) is related in any way to Sellers' (or any other owner's (including, but not limited to, each of the Real Property Owners) or operator's) management, use, control, ownership or operation of the Facility or Facility Site prior to the Closing, including all on-site and off-site activities involving Hazardous Substances, and (B) occurred, existed, arises out of conditions or circumstances that occurred or existed, or was caused, in whole or in part, on or before the Closing Date; or any Environmental Claim against the Facility or any Person whose liability for such Environmental Claim was assumed or retained either contractually or by operation of law; and (viii) any and all liabilities and obligations of Seller which are not expressly assumed by Buyer as Assumed Liabilities pursuant hereto;Excluded Liabilities.

Seller’s Indemnity. Seller and each of the Shareholders severally and not jointly (anot exceeding the product of the respective person’s percentage of the Stock Consideration set forth on Exhibit A multiplied by the Indemnification Cap) Seller hereby indemnifies agree to indemnify and holds Buyer hold harmless Purchaser and its officers, directors, managers, partners, shareholders, members, employees, contractors, attorneys, representatives, successors, and assigns (the “Purchaser Indemnitees”) from and against, and agrees to defend promptly Buyer from, and reimburse Buyer for, against any and all costs, losses, liabilities, damages, litigation, claims, costs, and expenses, liabilitiesincluding reasonable attorneys’ fees and other expenses of investigation and defense (collectively, obligations and claims “Damages”) to which Purchaser Indemnitees may become subject or which are incurred in connection with, arise out of, result from, or are attributable to any breach of the terms of this Agreement or any kindcertificate or other document delivered hereunder or pursuant hereto by Seller, including, without limitation, environmental liabilities (whether involving personal injury any breach of any representation or property damage)warranty made by Seller or the failure by Seller to perform any of the covenants or obligations contained in this Agreement or in any certificate or other document delivered hereunder or pursuant this Agreement. In addition, reasonable attorneys' fees Seller will indemnify and other legal costs and expenses (hereinafter referred hold harmless the Purchaser Indemnitees for any Damages to collectively as "Losses"), that Buyer and any Affiliate of Buyer which the Purchaser Indemnitees may at any time suffer or incur, or become subject to, as a result of or which are incurred in connection with, arise out of, result from, or are attributable to: (i) any breach or inaccuracy by the operation of Seller before Closing and/or any use of the representations and warranties made by Seller in this Agreement or any other agreement or instrument delivered by Seller pursuant heretoAssets before Closing; (ii) any failure fraud or intentional misrepresentation of Seller to carry outSeller, perform, satisfy and discharge any of its covenants, agreements, undertakings, liabilities or obligations under this Agreement or under any of the agreements and instruments delivered by Seller pursuant to this Agreement; (iii) claims by third parties (including governmental authorities) against Buyer relating to the constructionany and all taxes, operation and ownership by fines, interest and/or penalties of Seller of the Assets and the performance by Seller under the Contracts in each case under this clause (iii) for the period prior to the Effective Timeall taxable periods ending on or before Closing; (iv) any of the matters referenced in Schedules 3.5 and 3.11all taxes, fines, interest and/or penalties for failure to pay taxes imposed on Seller as a transferee or successor, by contract or pursuant to any law, rule, or regulation, which taxes relate to an event or transaction occurring before or on Closing; or (v) any violations ofand all taxes, or fines, interest and/or penalties for failure to operate in accordance with, necessary Permits prior pay taxes imposed on the Purchaser Indemnitees related to the effective time; (vi) failure by Seller to satisfy and perform any tax treatment of the obligations set forth in Schedule 5.9 and any cost incurred to satisfy and perform any such obligation or resulting from any additional or modified terms under any Contracts (or substitute contracts) required for or resulting from purchase of the satisfaction and performance of such obligations; and (vii) any and all liabilities and obligations of Seller which are not expressly assumed by Buyer as Assumed Liabilities pursuant hereto;Assets.

Seller’s Indemnity. Subject to the further provisions hereof, Seller shall defend, indemnify and hold Buyer, its affiliates, and its/their directors, officers, employees, contractors, and representatives (awhich additional parties, together with Buyer, are hereinafter collectively referred to as the “Buyer Parties”) Seller hereby indemnifies and holds Buyer harmless from and against, and agrees to defend promptly Buyer from, and reimburse Buyer for, against any and all lossesClaims arising from, damages, costs, expenses, liabilities, obligations and claims of any kind, including, without limitation, environmental liabilities (whether involving personal injury or property damage), reasonable attorneys' fees and other legal costs and expenses (hereinafter referred to collectively as "Losses"), that Buyer and any Affiliate of Buyer may at any time suffer or incur, or become subject to, as a result out of or in connection with, or otherwise relating to: (ia) any breach or inaccuracy of any of the representations and warranties made by Seller in this Agreement representation or any other agreement or instrument delivered by Seller pursuant hereto; (ii) any failure warranty of Seller to carry out, perform, satisfy and discharge any of its covenants, agreements, undertakings, liabilities or obligations under this Agreement or under any of the agreements and instruments delivered by Seller pursuant to set forth in this Agreement; (iiib) claims by third parties the Excluded Assets; (including governmental authoritiesc) against Buyer relating to the construction, operation and ownership by Seller of the Assets and the performance by Seller under the Contracts in each case under this clause (iii) for the period extent attributable to periods prior to the Effective Time, (i) the payment, underpayment or nonpayment of royalties by Seller on production from or attributable to Seller’s interest in the Leases, Units, and Xxxxx, or the proper accounting or payment to parties for their interests therein, and (ii) the payment, underpayment or nonpayment by Seller of property, ad valorem or severance taxes relating to the Assets; (ivd) any the ownership or operation of the Assets prior to the Effective Time (other than Claims with respect to royalties and taxes, which are addressed in clause (c) above), expressly excluding, however, matters referenced in Schedules 3.5 assumed, indemnified against and 3.11waived by Buyer pursuant to Sections 7.7, 7.8 and 7.9 below; and (ve) any violations Seller’s breach of, or failure to operate in accordance withperform or satisfy, necessary Permits prior any of its covenants and obligations hereunder. Seller shall not be liable to the effective time; Buyer Parties under clause (via), (c)(i) failure by Seller or (d) of this Section 3.3(b) with respect to satisfy and perform any Claim unless (i) the amount of the obligations set forth in Schedule 5.9 and any cost incurred to satisfy and perform any such obligation or Claim resulting from any additional separate fact, condition or modified terms under any Contracts event that constitutes a Claim is in excess of $25,000 (or substitute contractsthe “Individual Indemnification Threshold”) required for or resulting from the satisfaction and performance of such obligations; and (viiii) any the aggregate amount of all Claims under this Agreement meeting the Individual Indemnification Threshold exceeds one and all liabilities and obligations one-half percent (1 1/2%) of the Purchase Price (the “Aggregate Indemnification Threshold”). Once the Aggregate Indemnification Threshold has been met, Seller shall then only be liable for those Claims exceeding the Aggregate Indemnification Threshold, excluding such Claims as were aggregated to reach the Aggregate Indemnification Threshold. Notwithstanding anything herein to the contrary, the cumulative obligation of Seller to Buyer Parties under clause (a), (c)(i) and (d) of this Section 3.3(b) will be limited to five percent (5%) of the Purchase Price (the “Indemnity Amount”). Seller’s obligation to indemnify the Buyer Parties pursuant to clauses (a), (b) and (d) of this Section 3.3(b) will expire with respect to any Claim for which are a Buyer Party has not expressly assumed by provided notice to Seller as provided in Section 3.3(d) on or prior to 5:00 p.m., Houston, Texas time, on the six (6) month anniversary of the Closing Date (the “Closing Period Termination Date”); provided, however, that Seller’s obligation to indemnify Buyer with respect to breaches of Seller’s representations and warranties in Sections 5.1(a) and 5.1(b) shall survive the Closing forever. Seller’s obligation to indemnify Buyer pursuant to clauses (c) and (e) of this Section 3.3(b) shall survive for one (1) year following the Closing Date. The foregoing will not limit the rights of Buyer Parties to proceed against the Seller as Assumed Liabilities pursuant hereto;provided herein after the Closing Period Termination Date with respect to Claims for which a Buyer Party has provided notice to Seller as provided in Section 3.3(d).

Seller’s Indemnity. (a) Seller hereby indemnifies shall be financially responsible for and holds shall defend, indemnify and hold Buyer harmless from the following claims (the “Seller’s Indemnifiable Claims”): (i) all returned Licensed Products received by Seller prior to March 31, 2007 which were sold and againstdelivered by Seller prior to the Effective Date, (ii) chargeback claims and related administrative service fees for Licensed Products sold by Seller prior to the Effective Date, (iii) customer, supplier, vendor and manufacturer claims that arose prior to the Effective Date and received no later than one (1) year from the Effective Date, (iv) claims received within one (1) year of the Effective Date for indemnification under Section 14 of the License Agreement arising out of alleged defects in Licensed Products sold by Seller or its distributors, (v) claims by third parties relating to the execution of this Agreement and the transactions contemplated hereby, and agrees (vi) claims and liabilities arising from Seller’s actions prior to the Effective Date under or in respect of the Assigned Agreements defined below regardless of when such claims and liabilities accrue. Buyer shall afford Seller the opportuntity to defend promptly Buyer fromat Seller’s cost, all such claims, with counsel reasonably acceptable to Buyer, and reimburse Buyer forwill not settle or conmprise any such claims without Seller’s prior written consent, any which consent will not be unreasonably withheld. Seller shall pay all Seller’s Indemnifiable Claims promptly upon the receipt of a written invoice for the same and shall pay all losses, damages, costs, costs and expenses, liabilities, obligations and claims of any kind, including, without limitation, environmental liabilities (whether involving personal injury reasonable attorney’s fees, arising from or property damage), reasonable attorneys' fees and other legal costs and expenses (hereinafter referred related to collectively as "Losses"), that Buyer and any Affiliate of Buyer may at any time suffer or incur, or become subject to, as a result of or in connection with: (i) any breach or inaccuracy the defense of any of the representations and warranties made by Seller in this Agreement or any other agreement or instrument delivered by Seller pursuant hereto; (ii) any failure of Seller to carry out, perform, satisfy and discharge any of its covenants, agreements, undertakings, liabilities or obligations under this Agreement or under any of the agreements and instruments delivered by Seller pursuant to this Agreement; (iii) claims by third parties (including governmental authorities) against Buyer relating to the construction, operation and ownership by Seller of the Assets and the performance by Seller under the Contracts in each case under this clause (iii) for the period prior to the Effective Time; (iv) any of the matters referenced in Schedules 3.5 and 3.11; (v) any violations of, or failure to operate in accordance with, necessary Permits prior to the effective time; (vi) failure by Seller to satisfy and perform any of the obligations set forth in Schedule 5.9 and any cost incurred to satisfy and perform any such obligation or resulting from any additional or modified terms under any Contracts (or substitute contracts) required for or resulting from the satisfaction and performance of such obligations; and (vii) any and all liabilities and obligations of Seller which are not expressly assumed by Buyer as Assumed Liabilities pursuant hereto;Seller’s Indemnifiable Claim.

Seller’s Indemnity. (a) From and after the Closing, Seller hereby indemnifies agrees to save, protect, defend, indemnify and holds Buyer hold harmless Purchaser and Purchaser’s Indemnitees from and against, and agrees to defend promptly Buyer from, and reimburse Buyer for, against any and all lossesloss, damagesdamage, costsclaim, expensescause of action, liabilitiescost or expense or any other Liabilities, obligations and claims incurred by Purchaser or its Indemnitees by reason of any kind, including, without limitation, environmental liabilities (whether involving personal injury or property damage), reasonable attorneys' fees and other legal costs and expenses (hereinafter referred to collectively as "Losses"), that Buyer and any Affiliate of Buyer may at any time suffer or incur, or become subject to, as a result of or in connection with: (i) any material breach or inaccuracy of any of the representations and warranties made by Seller in this Agreement or any other agreement or instrument delivered by Seller pursuant hereto; Seller’s covenants in Article X, subject in each instance, to the terms of this Agreement, including, but not limited to, the provisions of Section 5.3, (ii) any and all Retained Liabilities, (iii) any failure of Seller or Manager to carry outhave reported and/or paid any and all taxes assessed or assessable by the City of Manchester Village, performthe County of Bennington, satisfy and discharge the State of Vermont or any of its covenants, agreements, undertakings, liabilities other governmental authority arising or obligations under this Agreement or under related in any of the agreements and instruments delivered by Seller pursuant to this Agreement; (iii) claims by third parties (including governmental authorities) against Buyer relating way to the construction, operation and ownership by Seller of the Assets and the performance by Seller under the Contracts in each case under this clause (iii) Hotel for the period prior to the Effective Time; Closing, as well as any and all penalties and interest related to any such taxes (including, without limitation, costs incurred in connection with or as a result of any audit, tax inquiry or other proceeding), which are assessed against Purchaser, and (iv) damage to property or injury to or death of any of person or any claims for any debt or obligations occurring on, or in connection with, the matters referenced in Schedules 3.5 and 3.11; Property or any portion thereof at any time or times prior to Closing (vexpressly excluding Liabilities (x) any violations for changes to, remediation of, or failure repairs to operate the physical, structural, or environmental condition of the Property or (y) to any governmental authority relating to the physical condition, structural or environmental condition of the property, in each case, except to the extent the same expressly constitutes a breach of a Seller Representation in accordance with, necessary Permits prior and subject to the effective time; terms of, clause (vii) failure above), but specifically excluding, in each instance of clauses (i) through (iv), (A) any Liabilities for which Purchaser is indemnifying Seller for under Section 5.4(a) above, (B) any Liabilities consisting of liabilities or obligations for which Purchaser received a credit at Closing (but only to the extent of such credit theretofore received by Seller Purchaser), (C) any Liabilities consisting of contractual liabilities or obligations which Purchaser expressly assumed at Closing including, but not limited to, Liabilities that Purchaser assumes pursuant to satisfy any document or other written agreement entered into in connection with the Closing, and perform any (D) except to the extent the same arises as a result of the obligations a breach of Seller’s representations and warranties set forth in Schedule 5.9 and the last sentence of Section 5.1(c) or Section 5.1(g), any cost Liabilities incurred in relation to satisfy and perform any such obligation or the physical condition of the Property (including without limitation, the environmental condition of the Real Property) other than Liabilities resulting from injury to or death of any additional or modified terms under any Contracts (or substitute contracts) required for or person prior to Closing resulting from the satisfaction physical condition (but not environmental condition) of the Property. For avoidance of doubt, in the event that the Closing does not occur, Purchaser’s remedies shall be expressly limited to the terms and performance conditions of such obligations; and (vii) any and all liabilities and Section 15.2, including, but not limited to Seller’s indemnification obligations of Seller which are not expressly assumed by Buyer as Assumed Liabilities pursuant hereto;referenced therein.

Seller’s Indemnity. (a) From and after the Closing, Seller hereby indemnifies agrees to save, protect, defend, indemnify and holds Buyer hold harmless Purchaser and Purchaser’s Indemnitees from and against, and agrees to defend promptly Buyer from, and reimburse Buyer for, against any and all lossesloss, damagesdamage, costsclaim, expensescause of action, liabilitiescost or expense or any other Liabilities, obligations and claims incurred by Purchaser or its Indemnitees by reason of any kind, including, without limitation, environmental liabilities (whether involving personal injury or property damage), reasonable attorneys' fees and other legal costs and expenses (hereinafter referred to collectively as "Losses"), that Buyer and any Affiliate of Buyer may at any time suffer or incur, or become subject to, as a result of or in connection with: (i) any material breach or inaccuracy of any of the representations and warranties made by Seller in this Agreement or any other agreement or instrument delivered by Seller pursuant hereto; Seller’s covenants in Article X, subject in each instance, to the terms of this Agreement, including, but not limited to, the provisions of Section 5.3, (ii) any and all Retained Liabilities, (iii) any failure of Seller or Manager to carry outhave reported and/or paid any and all taxes assessed or assessable by the City of Pasadena, performthe County of Los Angeles, satisfy and discharge the State of California or any of its covenants, agreements, undertakings, liabilities other governmental authority arising or obligations under this Agreement or under related in any of the agreements and instruments delivered by Seller pursuant to this Agreement; (iii) claims by third parties (including governmental authorities) against Buyer relating way to the construction, operation and ownership by Seller of the Assets and the performance by Seller under the Contracts in each case under this clause (iii) Hotel for the period prior to the Effective Time; Closing, as well as any and all penalties and interest related to any such taxes (including, without limitation, costs incurred in connection with or as a result of any audit, tax inquiry or other proceeding), which are assessed against Purchaser, and (iv) damage to property or injury to or death of any of person or any claims for any debt or obligations occurring on, or in connection with, the matters referenced in Schedules 3.5 and 3.11; Property or any portion thereof at any time or times prior to Closing (vexpressly excluding Liabilities (x) any violations for changes to, remediation of, or failure repairs to operate the physical, structural, or environmental condition of the Property or (y) to any governmental authority relating to the physical condition, structural or environmental condition of the property, in each case, except to the extent the same expressly constitutes a breach of a Seller Representation in accordance with, necessary Permits prior and subject to the effective time; terms of, clause (vii) failure above), but specifically excluding, in each instance of clauses (i) through (iv), (A) any Liabilities for which Purchaser is indemnifying Seller for under Section 5.4(a) above, (B) any Liabilities consisting of liabilities or obligations for which Purchaser received a credit at Closing (but only to the extent of such credit theretofore received by Seller Purchaser), (C) any Liabilities consisting of contractual liabilities or obligations which Purchaser expressly assumed at Closing, and (D) except to satisfy the extent the same arises as a result of a breach of Seller’s representations and perform any of the obligations warranties set forth in Schedule 5.9 and the last sentence of Section 5.1(c) or Section 5.1(g), any cost Liabilities incurred in relation to satisfy and perform any such obligation or the physical condition of the Property (including without limitation, the environmental condition of the Real Property) other than Liabilities resulting from injury to or death of any additional or modified terms under any Contracts (or substitute contracts) required for or person prior to Closing resulting from the satisfaction physical condition (but not environmental condition) of the Property. For avoidance of doubt, in the event that the Closing does not occur, Purchaser’s remedies shall be expressly limited to the terms and performance conditions of such obligations; and (vii) any and all liabilities and Section 15.2, including, but not limited to Seller’s indemnification obligations of Seller which are not expressly assumed by Buyer as Assumed Liabilities pursuant hereto;referenced therein.

Seller’s Indemnity. (a) Seller hereby indemnifies and holds Buyer harmless from and against, Purchaser against and agrees to defend promptly Buyer from, and reimburse Buyer for, hold it harmless from any and all lossesdamage, damagesloss, costssettlement, expensesobligation, liabilitiesdeficiency, obligations liability and claims of any kind, expense (including, without limitation, environmental liabilities (whether involving personal injury or property damage), reasonable expenses of investigation and attorneys' ’ fees and other legal costs and expenses (hereinafter referred to collectively as "Losses"), that Buyer and any Affiliate of Buyer may at any time suffer or incur, or become subject to, as a result of or in connection with: with any action, suit or proceeding) (i“Damages”) demanded, claimed or threatened in writing against Purchaser arising out of (a) any liabilities and assets of Seller not expressly assumed or purchased hereunder; (b) the ownership or operation of the Assets and Liabilities prior to the Closing Date; or (c) subject to the limitation set forth in Section 9.4, the breach or inaccuracy of any of the representations and warranties representation or warranty made by Seller in this Agreement Agreement. Purchaser agrees to give prompt notice to Seller of the assertion of any claim, or the commencement of any other agreement suit, action or instrument delivered by proceeding, in respect of which indemnity may be sought hereunder. Seller pursuant hereto; may, and at the request of Purchaser shall (unless Seller disclaims any liability or obligation under this Section 9.2 with respect to such suit, action or proceeding) participate in and control the defense of any such suit, action or proceeding at Seller’s own expense. In any such suit, action or proceeding, Purchaser shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at Purchaser’s sole expense unless (i) Seller and Purchaser mutually agree to the retention of such counsel or (ii) the named parties to any failure such suit, action, or proceeding (including any impleaded parties) include both Seller and Purchaser, and in the reasonable judgment of Purchaser, representation of Seller and Purchaser by the same counsel would be inadvisable due to carry out, perform, satisfy and discharge actual or potential differing defenses or conflicts of interests between them. Purchaser shall have the right to settle or compromise any of its covenants, agreements, undertakings, liabilities claim or obligations liability subject to indemnification under this Agreement or under any Section, and to be indemnified from and against Damages resulting therefrom, unless Seller, within sixty (60) calendar days after receiving written notice of the agreements claim or liability, notifies Purchaser that it intends to defend against such claim or liability and instruments delivered by undertakes such defense, or, if required in a shorter time than sixty (60) calendar days, Seller pursuant makes the requisite response to this Agreement; (iii) claims by third parties (including governmental authorities) against Buyer relating to the construction, operation and ownership by such claim or liability asserted. Seller of the Assets and the performance by Seller under the Contracts in each case shall not be liable under this clause (iii) Section for the period any settlement in an amount greater than $50,000 unless Seller has given its prior to the Effective Time; (iv) written consent. Purchaser may settle any of the matters referenced in Schedules 3.5 and 3.11; (v) any violations of, claim for $50,000 or failure to operate in accordance with, necessary Permits prior to the effective time; (vi) failure by Seller to satisfy and perform any of the obligations set forth in Schedule 5.9 and any cost incurred to satisfy and perform any such obligation or resulting from any additional or modified terms under any Contracts (or substitute contracts) required for or resulting from the satisfaction and performance of such obligations; and (vii) any and all liabilities and obligations of Seller which are not expressly assumed by Buyer as Assumed Liabilities pursuant hereto;less without Seller’s consent.

Seller’s Indemnity. Seller agrees to indemnify Buyer, its partners, members, shareholders, officers, directors and employees (athe "Indemnitees") Seller hereby indemnifies from and holds Buyer against, and to defend and hold them harmless from and against, and agrees to defend promptly Buyer fromany claim, and reimburse Buyer forloss, any and all lossescost, damagesliability, costsdamage, expensesexpense, liabilities, obligations and claims of any kind, including, without limitation, environmental liabilities fees or fines (whether involving personal injury or property damage), including reasonable attorneys' fees and other legal costs costs), or actions with respect thereto, only if the same are direct (and expenses not consequential) but regardless of whether foreseeable, unforeseeable, past, present or future (hereinafter referred to collectively as collectively, "LossesClaims"), that asserted against, incurred or suffered by Buyer and any Affiliate of Buyer may at any time suffer or incur, or become subject to, as a result of or in connection with, related to or arising from: (i) the acts, events or omissions of Seller or anyone acting by or through Seller occurring prior to the Closing Date (other than with respect to claims for which Seller is indemnified pursuant to the provisions of this Agreement); (ii) any litigation instituted prior to the Closing Date; (iii) the breach (whether committed prior to or after Closing) of any of the covenants set forth herein but only if any such Claim is made within the Survival Period; (iv) the Leases and the Contracts, in connection with, arising from or related to, acts, events or omissions of Seller or anyone acting by or through Seller occurring prior to the Closing Date but only if any such Claim is made within the Survival Period; and (v) the untruth or inaccuracy of any of the representations and warranties made by Seller in this Agreement in any material respect subject to the limitation in Section 6.2. Notwithstanding the foregoing, nothing contained herein shall require Seller to indemnify any Indemnitee for Claims arising as a result of the negligence or any other agreement or instrument delivered by Seller pursuant hereto; (ii) any failure willful misconduct of such Indemnitee. The obligations of Seller to carry outindemnify, perform, satisfy defend and discharge any of its covenants, agreements, undertakings, liabilities or obligations under this Agreement or under any of the agreements and instruments delivered by Seller pay pursuant to this Agreement; Section shall be the joint and several obligations of Seller and Estein & Associates USA, Ltd. (iiithe "Indemnity Guarantor") claims by third parties (including governmental authorities) against and Buyer relating may look to either or both of Seller or the construction, operation and ownership by Seller of the Assets and the performance by Seller under the Contracts in each case under this clause (iii) Indemnity Guarantor for the period prior to the Effective Time; (iv) any of the matters referenced in Schedules 3.5 and 3.11; (v) any violations of, or failure to operate in accordance with, necessary Permits prior to the effective time; (vi) failure by Seller to satisfy and perform any of the obligations set forth in Schedule 5.9 and any cost incurred to satisfy and perform any such obligation or resulting from any additional or modified terms under any Contracts (or substitute contracts) required for or resulting from the satisfaction and performance of such obligations; and (vii) any and all liabilities and obligations , subject however to the limitation of Seller which are not expressly assumed by Buyer as Assumed Liabilities pursuant hereto;liability identified in Section 12.2 hereof.

Seller’s Indemnity. (a) Seller hereby indemnifies and holds Buyer harmless from and against, against and agrees to defend promptly Buyer from, and reimburse Buyer for, hold it harmless from any and all lossesdamage, damagesloss, costs, expenses, liabilities, obligations liability and claims of any kind, expense (including, without limitation, environmental liabilities (whether involving personal injury or property damage), reasonable attorneys' expenses of investigation and attorney's fees and other legal costs and expenses (hereinafter referred to collectively as "Losses"), that Buyer and any Affiliate of Buyer may at any time suffer or incur, or become subject to, as a result of or in connection with: with any action, suit or proceeding brought against Buyer) demanded, claimed or threatened in writing against Buyer or incurred or suffered by Buyer arising out of (i) any breach ownership or inaccuracy of any operation of the representations Branches or their respective business and warranties made properties prior to Closing, but excluding all Liabilities assumed by Buyer pursuant to this Agreement and any damage, loss, liability or expense resulting from actions taken by Seller in this Agreement or any other agreement or instrument delivered by Seller pursuant heretoat the written direction of Buyer; and (ii) any failure of Seller to carry out, perform, satisfy all Non-Assumed Liabilities and discharge any of its covenants, agreements, undertakings, liabilities or obligations under this Agreement or under any of the agreements and instruments delivered by Seller pursuant to this Agreement; (iii) claims any misrepresentation or breach of warranty covenant or agreement made, contained in or to be performed by third parties (including governmental authorities) Seller under this Agreement. Any direct claim by Buyer against Seller, as distinguished from a claim against Buyer relating by a third party, shall be settled by arbitration pursuant to the constructionSection 11.4. Seller shall not be liable under this Section 11.2 for any settlement effected without its consent (which consent shall not be unreasonably withheld) of any claim, operation and ownership by litigation or proceeding in respect of which indemnity may be sought hereunder. Buyer agrees to give prompt notice to Seller of the Assets and the performance by Seller under the Contracts in each case under this clause (iii) for the period prior to the Effective Time; (iv) assertion of any of the matters referenced in Schedules 3.5 and 3.11; (v) any violations ofclaim, or failure to operate the commencement of any suit, action or proceeding in accordance withrespect of that indemnity may be sought hereunder. Seller may, necessary Permits prior to and at the effective time; (vi) failure by Seller to satisfy request of Buyer shall, participate in and perform any control the defense of the obligations set forth in Schedule 5.9 and any cost incurred to satisfy and perform any such obligation suit, action or resulting from any additional or modified terms under any Contracts (or substitute contracts) required for or resulting from the satisfaction and performance of such obligations; and (vii) any and all liabilities and obligations of Seller which are not expressly assumed by Buyer as Assumed Liabilities pursuant hereto;proceeding at its own expense.

Seller’s Indemnity. Sellers jointly and severally agree to indemnify, defend and hold Buyer, WWI and their respective Affiliates harmless against and in respect of (ai) Seller hereby indemnifies and holds Buyer harmless from and against, and agrees to defend promptly Buyer from, and reimburse Buyer for, any and all losses, damages, costs, expenses, liabilities, obligations and claims liabilities of Sellers or any kindof their Affiliates, whether accrued, absolute, fixed, contingent or otherwise, not expressly assumed by Buyer pursuant to the Assumption Agreement; (ii) any claim, cost, loss, liability, charge, action, suit, proceeding, deficiency, damage and expense, interest, award, judgment and penalty (including, without limitation, environmental reasonable legal costs and expenses) (collectively, "Losses") imposed on, incurred, sustained or suffered by Buyer, WWI or any of their respective Affiliates arising out of or as a result of (A) any misrepresentation or breach of warranty by Sellers or (B) a breach by Sellers of any covenant or other agreement contained herein; (iii) liabilities for sales, use, income and other taxes arising at any time out of the operation of the business of Sellers and their Affiliates prior to the opening of business on the Closing Date and not provided for in Section 10.3 hereof; (whether involving personal injury iv) any claim, cost, loss, liability or property damage)damage incurred or sustained by Buyer, WWI or their respective Affiliates as a result of the operation of the business of Sellers and their Affiliates prior to the opening of business on the Closing Date and (v) all reasonable costs and expenses (including reasonable attorneys' fees and other legal costs and expenses (hereinafter referred to collectively as "Losses")disbursements) incurred by Buyer, that Buyer and any Affiliate of Buyer may at any time suffer WWI or incur, or become subject to, as a result of or their respective Affiliates in connection with: (i) with any breach action, suit, proceeding, demand, assessment or inaccuracy of any of the representations and warranties made by Seller in this Agreement or any other agreement or instrument delivered by Seller pursuant hereto; (ii) any failure of Seller judgment incident to carry out, perform, satisfy and discharge any of its covenants, agreements, undertakings, liabilities or obligations under this Agreement or under any of the agreements and instruments delivered by Seller pursuant to this Agreement; (iii) claims by third parties (including governmental authorities) against Buyer relating to the construction, operation and ownership by Seller of the Assets and the performance by Seller under the Contracts in each case under this clause (iii) for the period prior to the Effective Time; (iv) any of the matters referenced indemnified against in Schedules 3.5 and 3.11this Section 9.1; (v) any violations ofprovided, however that Sellers shall have no liability or failure to operate in accordance with, necessary Permits prior to the effective time; (vi) failure by Seller to satisfy and perform any of the obligations set forth in Schedule 5.9 and any cost incurred to satisfy and perform obligation for consequential or punitive damages other than any such obligation damages awarded to any person who is not a party hereto or resulting from any additional or modified terms under any Contracts (or substitute contracts) required for or resulting from the satisfaction and performance is not an Affiliate of such obligations; and (vii) any and all liabilities and obligations of Seller which are not expressly assumed by Buyer as Assumed Liabilities pursuant a party hereto;.

Seller’s Indemnity. (a) Seller Sellers hereby indemnifies jointly and holds severally indemnify and hold Buyer harmless from and against, and agrees agree to defend promptly Buyer from, and reimburse Buyer for, any and all losses, damages, costs, expenses, liabilities, obligations and claims of any kind, including, without limitation, environmental liabilities (whether involving personal injury or property damage), reasonable attorneys' fees and other legal costs and expenses (hereinafter referred to collectively as "Losses"), that Buyer and any Affiliate of Buyer may at any time suffer or incur, or become subject to, as a result of or in connection with: (i) any breach or inaccuracy of any of the representations and warranties made by Seller Sellers in this Agreement or any other agreement or instrument delivered by Seller Sellers pursuant hereto; (ii) any failure of Seller Sellers to carry out, perform, satisfy and discharge any of its covenants, agreements, undertakings, liabilities or obligations under this Agreement or under any of the agreements and instruments delivered by Seller Sellers pursuant to this Agreement; (iii) claims by third parties (including governmental authorities) against Buyer relating to the construction, operation and ownership by Seller Sellers of the Assets and the performance by Seller Sellers under the Contracts in each case under this clause (iii) for the period prior to the Effective TimeTime including, without limitation, any claim of landlord's statutory lien; (iv) any of the matters referenced in Schedules 3.5 and 3.11; (v) any violations of, or failure to operate in accordance with, necessary Permits permits prior to the effective time; (vi) failure by Seller to satisfy and perform any of the obligations set forth in Schedule 5.9 and any cost incurred to satisfy and perform any such obligation or resulting from any additional or modified terms under any Contracts (or substitute contracts) required for or resulting from the satisfaction and performance of such obligationsEffective Time; and (viiv) any and all liabilities and obligations of Seller which are not expressly assumed by Buyer as Assumed Liabilities pursuant heretoSellers;

Seller’s Indemnity. Subject to Section 1.4 and the further provisions hereof, Seller shall defend, indemnify and hold Buyer, its affiliates, and its/their directors, officers, employees, contractors, and representatives (awhich additional parties, together with Buyer, are hereinafter collectively referred to as the “Buyer Parties”) Seller hereby indemnifies and holds Buyer harmless from and against, and agrees to defend promptly Buyer from, and reimburse Buyer for, against any and all lossesClaims arising from, damages, costs, expenses, liabilities, obligations and claims of any kind, including, without limitation, environmental liabilities (whether involving personal injury or property damage), reasonable attorneys' fees and other legal costs and expenses (hereinafter referred to collectively as "Losses"), that Buyer and any Affiliate of Buyer may at any time suffer or incur, or become subject to, as a result out of or in connection with, or otherwise relating to: (ia) any breach or inaccuracy of any of the representations and warranties made by Seller in this Agreement or any other agreement or instrument delivered by Seller pursuant hereto; (ii) any failure of Seller to carry out, perform, satisfy and discharge any of its covenants, agreements, undertakings, liabilities or obligations under this Agreement or under any of the agreements and instruments delivered by Seller pursuant to this Agreement; (iii) claims by third parties (including governmental authorities) against Buyer relating to the construction, operation and ownership by Seller of the Assets and the performance by Seller under the Contracts in each case under this clause (iii) for the period extent attributable to periods prior to the Effective Time, (i) the payment, underpayment or nonpayment of royalties by Seller on production from or attributable to Seller’s interest in the Leases, Units and Wxxxx, or the proper accounting or payment to parties for their interests therein, (ii) the payment, underpayment or nonpayment by Seller of property, ad valorem or severance taxes relating to the Assets, and (iii) the ownership or operation of the Assets; (ivb) any inaccuracy of any representation or warranty of Seller set forth in this Agreement (and for the matters referenced purposes of this Section 3.3(b)(b), any materiality qualifier contained in Schedules 3.5 the representations and 3.11warranties set forth in Section 5.1 shall be interpreted to include any claim or item reasonably valued at more than Twenty-Five Thousand and No/100 Dollars ($25,000.00)); (vc) any violations Seller’s breach of, or failure to operate perform or satisfy, any of its covenants and obligations hereunder; and (d) any Environmental Defect, as defined in accordance withSection 7.2, necessary Permits attributable to the Assets and the periods prior to the effective time; Effective Date. Seller shall not be liable to the Buyer Parties under this Section 3.3(b) with respect to any Claim unless (vii) failure by Seller to satisfy and perform any the amount of the obligations set forth in Schedule 5.9 and any cost incurred to satisfy and perform any such obligation or Claim resulting from any additional separate fact, condition or modified terms event that constitutes a Claim is in excess of $25,000 (the “Individual Indemnification Threshold”) and (ii) the aggregate amount of all Claims meeting the Individual Indemnification Threshold is in excess of One Million and No/100 Dollars $1,000,000 (the “Aggregate Indemnification Threshold”). Once the Aggregate Indemnification Threshold has been met, Seller shall then only be liable for those Claims exceeding the Aggregate Indemnification Threshold, excluding such Claims as were aggregated to reach the Aggregate Indemnification Threshold. Notwithstanding anything herein to the contrary, the cumulative obligation of Seller to Buyer Parties under any Contracts (or substitute contractsthis Section 3.3(b) required for or resulting will be limited to the Indemnity Amount and will be payable solely from the satisfaction and performance Escrow Account. Seller’s obligation to indemnify the Buyer Parties pursuant to this Section 3.3(b) will expire with respect to any Claim for which a Buyer Party has not provided notice to Seller as provided in Section 3.3(d) on or prior to 5:00 p.m., Shreveport, Louisiana time, on the day that is one (1) year following the Closing Date (the “Closing Period Termination Date”). The foregoing will not limit the rights of such obligations; and (vii) any and all liabilities and obligations of Buyer Parties to proceed against the Seller as provided herein after the Closing Period Termination Date with respect to Claims for which are not expressly assumed by a Buyer Party has provided notice to Seller as Assumed Liabilities pursuant hereto;provided in Section 3.3(d).

Seller’s Indemnity. The Seller shall be liable to indemnify, defend and hold harmless and shall keep indemnified, the Buyer from and against any and all losses, damages, penalties, costs and expenses (aincluding reasonable attorney’s fees and expenses) (collectively “Damages”), [actually] incurred by the Buyer resulting from claims, actions, demands, or assessments, [directly] by reason of any breach of any [Seller’s Warranties] or covenant of the Seller hereby indemnifies contained in this Agreement or any Ancillary Agreements. [The Seller shall not be liable for any consequential, indirect or remote losses or damages.] For the purposes of this Clause, the Buyer shall invoke its rights to be indemnified under the applicable periods set out in Clause 11 and holds not thereafter. It is further clarified that the Buyer shall not have any right to make any claim in respect of Seller’s Warranties after the expiry of applicable periods set out in Clause 11. Notwithstanding any contrary provision, as long as the claim is asserted by the Buyer in accordance with this Clause 12 on a timely basis, the claim shall continue to be valid and assertable even though the survival period may subsequently expire before the claim is resolved. On receipt of any notice of the assertion of any claim from the Buyer, which would entitle the Buyer to claim indemnification from the Seller under this Clause 12., the Buyer shall within thirty (30) days thereof provide a written notice of the same to the Seller along with all the relevant documents available with it in respect of the said claim specifying the claim, the amount claimed by the third party and the date on which the claim arose. [The Seller shall be entitled to, but not obliged to, participate in and control the defence or disposition of any such Proceeding at its own expense. If the Seller elects to control the defence of any such Proceeding, the Buyer shall render all necessary assistance including access to personnel and to all relevant documents and records that it possesses or controls to the extent necessary for the purposes of investigating the matter and enabling the Seller to take the action referred to in this Clause and the Seller shall be entitled to take copies of the documents and records. If the Seller takes control of the defence of any such Proceeding, it shall be deemed that the claim in respect of which such Proceeding has been filed, falls within the scope of this indemnity Clause and the Seller shall indemnify the Buyer.] The Buyer shall give information and assistance that the Seller may reasonably request, at the cost of the Seller, to dispute, resist, appeal, compromise, defend, remedy or mitigate the matter or enforce against the third party the Seller’s right in relation to the matter and in connection with proceedings related to the matter, use reputable advisers and lawyers. The Seller shall not settle any such Proceeding without the prior written consent of the Buyer, which consent shall not be unreasonably withheld. Save and except a claim arising out of anything contained in Schedule [●] (“Schedule [●] Claim”), no claim which is of a value of Rs. [●] or less shall be made by the Buyer against the Seller. No claims shall be made by the Buyer against the Seller, until the aggregate of all claims and/or series of related claims against the Seller exceeds Rs. [●] (Rupees [●] only) in which case the aggregate of all such claims, including claims of less than Rs. [●] (except Schedule [●] Claims, each claim shall individually value Rs. [●] (Rupees [●] only) or more), shall be recoverable. For clarity, the minimum threshold of Rs. [●] shall not apply to a Schedule [●] Claim. [Notwithstanding anything contained in this Agreement, the entire liability of the Seller whether the claim is made under this Agreement and/or under any of the Ancillary Agreements or under equity/Law shall not be more than Rs. [●].] Notwithstanding what is set out under Clauses 12.1 to 12.5 hereinabove, the Seller shall indemnify and keep indemnified, and shall defend and hold the Buyer harmless from and against, and agrees shall reimburse, to defend promptly the full extent, the Buyer from, and reimburse in relation to the claims or losses incurred or suffered by the Buyer for, any and all losses, damages, costs, expenses, liabilities, obligations and claims of any kind, including, without limitation, environmental liabilities (whether involving personal injury or property damage), reasonable attorneys' fees and other legal costs and expenses (hereinafter referred to collectively as "Losses"), that Buyer and any Affiliate of Buyer may at any time suffer or incur, or become subject to, as a result arising out of or in connection with: (i) any breach or inaccuracy of any of the representations and warranties made by Seller in this Agreement or any other agreement or instrument delivered by Seller pursuant hereto; (ii) any failure of Seller to carry out, perform, satisfy and discharge any of its covenants, agreements, undertakings, liabilities or obligations under this Agreement or under any of the agreements and instruments delivered by Seller pursuant to this Agreement; (iii) claims by third parties (including governmental authorities) against Buyer relating relation to the construction, operation and ownership by Seller of the Assets and the performance by Seller under the Contracts in each case under this clause (iii) for the period prior to the Effective Time; (iv) any of the matters referenced in Schedules 3.5 and 3.11; (v) any violations of, or failure to operate in accordance with, necessary Permits prior to the effective time; (vi) failure by Seller to satisfy and perform any of the obligations set forth in Schedule 5.9 and any cost incurred to satisfy and perform any such obligation or resulting from any additional or modified terms under any Contracts (or substitute contracts) required for or resulting from the satisfaction and performance of such obligations; and (vii) any and all liabilities and obligations of Seller which are not expressly assumed by Buyer as Assumed Liabilities pursuant hereto;Refund Assets.

Seller’s Indemnity. (a) The Seller and the Stockholder hereby indemnifies jointly and holds severally agree to indemnify and hold the Buyer and its Affiliates, their respective directors, officers, employees, agents, counsel and representatives and all of their successors and assigns (the “Buyer Indemnitees”) harmless from and against, and agrees agree to defend promptly the Buyer from, Indemnitees from and reimburse the Buyer Indemnitees for, any and all losses, damages, costs, expenses, liabilities, obligations and claims of any kind, including, without limitation, environmental liabilities (whether involving personal injury or property damage), reasonable attorneys' ’ fees and other legal costs and expenses (hereinafter referred to collectively as "“Losses"”), that the Buyer and any Affiliate of Buyer Indemnitees may at any time suffer or incur, or become subject to, as a result of or in connection with: (i) any breach or inaccuracy of any of the representations and warranties made by the Seller or the Stockholder in or pursuant to this Agreement or in any certificate or other agreement or instrument document delivered by Seller pursuant heretoto this Agreement; (ii) any failure of the Seller or the Stockholder to carry out, perform, satisfy and discharge any of its or his covenants, agreements, undertakings, liabilities or obligations under this Agreement or under any of the agreements documents and instruments delivered by the Seller or the Stockholder pursuant to this Agreement; and (iii) claims by third parties any Retained Liabilities; provided, however, that the Buyer Indemnitees shall have the right to be indemnified, held harmless from, defended or reimbursed under this Section 9.1(a) in respect of (including governmental authoritiesA) against Buyer relating to the constructiona claim under Section 9.1(a)(i), operation and ownership by Seller other than a claim based on a breach of the Assets representations and the performance by Seller under the Contracts in each case under this clause (iii) for the period prior to the Effective Time; (iv) any of the matters referenced in Schedules 3.5 and 3.11; (v) any violations of, or failure to operate in accordance with, necessary Permits prior to the effective time; (vi) failure by Seller to satisfy and perform any of the obligations warranties set forth in Schedule 5.9 Sections 3.1, 3.2, 3.3, 3.4, 4.1, 4.2 and 4.3 (as to which no time limit shall apply) and 3.15 (as to which such right must be asserted on or before 60 days after the expiration of the applicable statute of limitations for the underlying Tax claim, taking into account any cost incurred extension thereof), only if such right is asserted (whether or not such Losses have actually been incurred) within eighteen (18) months of the Closing Date. Any provision herein to satisfy and perform the contrary notwithstanding, no claim may be made under Section 3.26 with regard to a breach of a representation or warranty after the period, if any, applicable to any such obligation underlying representation or resulting from any additional or modified terms under any Contracts (or substitute contracts) required for or resulting from the satisfaction and performance of such obligations; and (vii) any and all liabilities and obligations of Seller which are not expressly assumed by Buyer as Assumed Liabilities pursuant hereto;warranty.

Seller’s Indemnity. (a) Without limiting any other rights any Person may have hereunder or under applicable law, each Seller jointly and severally hereby indemnifies and holds harmless the Administrative Agent and the Co-Collateral Agents for the benefit of themselves and the Purchasers, Buyer harmless and their respective officers, managers, agents and employees (each a “Seller Indemnified Party”) from and against, and agrees to defend promptly Buyer from, and reimburse Buyer for, against any and all losses, damages, costs, expenses, liabilities, obligations and claims of any kind, including, without limitation, environmental liabilities (whether involving personal injury or property damage), reasonable attorneys' fees and other legal costs and expenses (hereinafter referred to collectively as "Losses"), that Buyer and any Affiliate of Buyer may Indemnified Losses at any time suffer imposed on or incurincurred by any Seller Indemnified Party arising out of or otherwise relating to any Transaction Document, the transactions contemplated thereby, or become subject to, as a result of any action taken or in connection with: (i) any breach or inaccuracy of omitted by any of the representations and warranties made Seller Indemnified Parties, whether arising by Seller in this Agreement or any other agreement or instrument delivered by Seller pursuant hereto; (ii) any failure of Seller to carry out, perform, satisfy and discharge any of its covenants, agreements, undertakings, liabilities or obligations under this Agreement or under any reason of the agreements and instruments delivered acts to be performed by Seller pursuant to this Agreement; the Sellers hereunder or otherwise, excluding only Indemnified Losses (iii“Excluded Losses”) claims by third parties (including governmental authorities) against Buyer relating to the construction, operation and ownership by Seller extent (x) a final judgment of a court of competent jurisdiction holds such Indemnified Losses resulted solely from gross negligence or willful misconduct of the Assets and the performance by Seller under the Contracts in each case under this clause Indemnified Party seeking indemnification, (iiiy) for the period prior solely due to the Effective Time; (iv) any credit risk or financial inability to pay of the matters referenced in Schedules 3.5 Obligor and 3.11; for which reimbursement would constitute recourse to Originator or the Collection Agent for uncollectible Receivables or (vz) any violations ofsuch Indemnified Losses include Taxes on, or failure to operate in accordance withmeasured by, necessary Permits prior the overall net income of the Buyer. Without limiting the foregoing indemnification, but subject to the effective time; (vi) failure by Seller to satisfy and perform any of the obligations limitations set forth in Schedule 5.9 clauses (x), (y) and any cost incurred (z) of the previous sentence, each Seller jointly and severally shall indemnify each Seller Indemnified Party for Indemnified Losses relating to satisfy and perform any such obligation or resulting from any additional or modified terms under any Contracts (or substitute contracts) required for or resulting from the satisfaction and performance of such obligations; and (vii) any and all liabilities and obligations of Seller which are not expressly assumed by Buyer as Assumed Liabilities pursuant hereto;from:

Seller’s Indemnity. Subject to the further provisions hereof, Seller shall defend, indemnify and hold Buyer, its affiliates, and its/their directors, officers, employees, contractors, and representatives (awhich additional parties, together with Buyer, are hereinafter collectively referred to as the “Buyer Parties”) Seller hereby indemnifies and holds Buyer harmless from and against, and agrees to defend promptly Buyer from, and reimburse Buyer for, against any and all lossesClaims arising from, damages, costs, expenses, liabilities, obligations and claims of any kind, including, without limitation, environmental liabilities (whether involving personal injury or property damage), reasonable attorneys' fees and other legal costs and expenses (hereinafter referred to collectively as "Losses"), that Buyer and any Affiliate of Buyer may at any time suffer or incur, or become subject to, as a result out of or in connection with, or otherwise relating to: (ia) any breach or inaccuracy of any of the representations and warranties made by Seller in this Agreement representation or any other agreement or instrument delivered by Seller pursuant hereto; (ii) any failure warranty of Seller to carry out, perform, satisfy and discharge any of its covenants, agreements, undertakings, liabilities or obligations under this Agreement or under any of the agreements and instruments delivered by Seller pursuant to set forth in this Agreement; (iiib) claims by third parties the Excluded Assets; (including governmental authoritiesc) against Buyer relating to the construction, operation and ownership by Seller of the Assets and the performance by Seller under the Contracts in each case under this clause (iii) for the period extent attributable to periods prior to the Effective Time, (i) the payment, underpayment or nonpayment of royalties by the Target Entities on production from or attributable to the Target Entities’ interest in the Leases, Units and Xxxxx, or the proper accounting or payment to parties for their interests therein, and (ii) the payment, underpayment or nonpayment by the Target Entities of Taxes; (ivd) any the ownership or operation of the Assets prior to the Effective Time (other than Claims with respect to royalties and Taxes, which are addressed in clause (c) above), expressly excluding, however, matters referenced in Schedules 3.5 assumed, indemnified against and 3.11waived by Buyer pursuant to Sections 7.07, 7.08 and 7.09 below; and (ve) any violations Seller’s breach of, or failure to operate in accordance withperform or satisfy, necessary Permits prior any of its covenants and obligations hereunder. Seller shall not be liable to the effective time; Buyer Parties under clause (via) failure or (d) of this Section 3.03(b) with respect to any Claim unless (i) the amount of the Claim resulting from any separate fact, condition or event that constitutes a Claim is in excess of $25,000 (the “Individual Indemnification Threshold”) and (ii) the aggregate amount of all Claims under this Agreement and the LLC Purchase Agreement, as defined herein, meeting the Individual Indemnification Threshold exceeds one and one half percent (1 1/2%) of the sum of the Purchase Price under this Agreement and the Purchase Price under the LLC Purchase Agreement (the “Aggregate Indemnification Threshold”). Once the Aggregate Indemnification Threshold has been met, Seller shall then only be liable for its pro rata portion of those Claims exceeding the Aggregate Indemnification Threshold, excluding such Claims as were aggregated to reach the Aggregate Indemnification Threshold. For purposes of the preceding sentence, Seller’s pro rata portion of Claims shall mean the amount of all Claims under this Agreement, divided by the sum of the amount of all Claims under both this Agreement and the LLC Purchase Agreement. Notwithstanding the foregoing, Claims relating to Taxes and claims arising from Seller’s breach of its representations and warranties in Sections 10.01(v) and 10.01(z) (collectively, “Seller’s Title Warranties”) shall not be subject to the Individual Indemnification Threshold or the Aggregate Indemnification Threshold. Notwithstanding anything herein to the contrary, unless expressly stated herein to the contrary, the cumulative obligation of Seller to Buyer Parties under this Section 3.03(b) will be limited to the ten percent (10%) of the Purchase Price (the “Indemnity Amount”) and will be paid first from the Escrow Account until the Indemnity Escrow Amount has been exhausted, and thereafter any remaining obligations, not to exceed the Indemnity Amount, shall be paid directly by Seller to satisfy Buyer Parties. As express exceptions to the preceding paragraph, Seller’s indemnity obligation for Claims relating to (i) Taxes, (ii) the Excluded Assets, (iii) breaches of Seller’s representations and perform warranties in Sections 10.01(a), (b) or (c) (“Seller’s Authorization Representations”) and (iv) breaches of Seller’s Title Warranties will not be limited to the Indemnity Amount. Seller’s obligation to indemnify the Buyer Parties pursuant to this Section 3.03(b), unless expressly stated herein to the contrary in this Section 3.03(b), will expire with respect to any Claim for which a Buyer Party has not provided notice to Seller as provided in Section 3.03(d) on or prior to 5:00 p.m., Houston, Texas time, on the six (6) month anniversary of the obligations set forth Closing Date (the “Closing Period Termination Date”); provided, however, that (i) Seller’s obligation to indemnify Buyer with respect to the Excluded Assets and breaches of Seller’s Authorization Representations and Seller’s Title Warranties shall survive the Closing forever; (ii) Seller’s obligation to indemnify Buyer with respect to breaches of Seller’s representations and warranties in Schedule 5.9 and any cost incurred Section 10.01(g) (Taxes) or to satisfy and perform any such obligation or resulting from any additional or modified terms under any Contracts otherwise indemnify Buyer pursuant to clause (or substitute contractsc)(ii) required (Taxes) of this Section 3.03(b) shall survive for or resulting from the satisfaction and performance applicable statute of such obligationslimitations, plus 90 days; and (viiiii) any Seller’s obligation to indemnify Buyer pursuant to clauses (c)(i) (Royalties), and all liabilities and obligations (e) of this Section 3.03(b) shall survive for one (1) year. The foregoing will not limit the rights of Buyer Parties to proceed against the Seller as provided herein after the Closing Period Termination Date with respect to Claims for which are not expressly assumed by a Buyer Party has provided notice to Seller as Assumed Liabilities pursuant hereto;provided in Section 3.03(d).

Seller’s Indemnity. Sellers shall, jointly and severally, indemnify Buyer and the Company and each of their respective officers, directors, employees, agents, representatives, affiliates, successors and permitted assigns (acollectively, the “Buyer Parties”) Seller hereby indemnifies and holds Buyer hold each of them harmless from and against, against and agrees to defend promptly pay on behalf of or reimburse such Buyer from, and reimburse Buyer for, any and all losses, damages, costs, expenses, liabilities, obligations and claims Parties in respect of any kindloss, liability, damage, debt, obligation, deficiency, fine, claim, cause of action, fee, cost or expense of any kind or nature whatsoever, whether or not arising out of third party claims and regardless of when asserted (including, without limitation, environmental liabilities (whether involving personal injury or property damage)interest, penalties, reasonable attorneys' ’ fees and other legal expenses, court costs and expenses all amounts paid in investigation, defense or settlement of any of the foregoing) (hereinafter referred to collectively as "collectively, “Losses")” and individually, that Buyer and any Affiliate of Buyer may at any time suffer a “Loss”) arising from or incur, or become subject related to, as a result of or in connection with: (i) any misrepresentation or the breach or inaccuracy of any of the representations and warranties representation or warranty made by the Company or any Seller contained in this Agreement, or any Schedule hereto or any certificate delivered by the Company or any Seller to Buyer with respect hereto or thereto in connection with the transactions contemplated hereby, (ii) the breach of any covenant or agreement made by the Company or the any Seller contained in this Agreement or Schedule hereto or any other agreement or instrument certificate delivered by Seller pursuant hereto; (ii) any failure of Seller the Company to carry out, perform, satisfy and discharge any of its covenants, agreements, undertakings, liabilities Buyer with respect hereto or obligations under this Agreement or under any of thereto in connection with the agreements and instruments delivered transactions contemplated by Seller pursuant to this Agreement; (iii) claims the operations of Company or the ownership, use, occupancy or operation of any asset owned by third parties (including governmental authorities) against Buyer relating to the construction, operation and ownership by Seller of the Assets and the performance by Seller under the Contracts in each case under this clause (iii) for the period Company prior to the Effective TimeClosing Date, including, but not limited to, the employment of any Person, personal injury claims, breach of contract and the failure to comply with any Law and any liabilities or obligations arising under any Environmental Laws; or (iv) any Taxes relating to the transfer of the matters referenced in Schedules 3.5 and 3.11; (v) any violations of, or failure to operate in accordance with, necessary Permits prior to the effective time; (vi) failure by Seller to satisfy and perform any of the obligations set forth in Schedule 5.9 and any cost incurred to satisfy and perform any such obligation or resulting from any additional or modified terms under any Contracts (or substitute contracts) required for or resulting Company’s 2014 Dodge Ram standard cab pickup from the satisfaction and performance of such obligations; and (vii) any and all liabilities and obligations of Seller which are not expressly assumed by Buyer as Assumed Liabilities pursuant hereto;Company to Sellers, whether assessed prior to, on or after the Closing Date.

Seller’s Indemnity. (a) Seller Each of the Sellers (collectively, the "Indemnifying Parties") hereby indemnifies jointly and holds severally agrees to indemnify and hold the Buyer and the Xxxx Group entities, their officers, directors and shareholders and their successors and permitted assigns (each, an "Indemnified Party"), harmless from and against, and agrees to defend promptly Buyer from, and reimburse Buyer for, any and all losses, damages, costs, expenses, liabilities, obligations and obligations, claims of any kind, including, without limitation, environmental liabilities (whether involving personal injury or property damage), reasonable attorneys' fees and other legal costs and expenses and diminution in value, whether or not involving a third party claim (hereinafter referred to collectively as "Losses"), that Buyer and any Affiliate of Buyer Indemnified Party may at any time suffer or incur, or become subject to, as a result of or in connection with: (i) any breach or inaccuracy of any of the representations and warranties made by Seller the Sellers in or pursuant to this Agreement or any (other agreement or instrument delivered by Seller pursuant heretothan those contained in Section 3.19(c), (d), (e), (f), (k) and (l); (ii) any failure of Seller the Sellers to (or to cause any of the Company or its Subsidiaries to) carry out, perform, satisfy and discharge any of its their covenants, agreements, undertakings, liabilities or obligations under this Agreement or under any of the agreements documents and instruments delivered by Seller the Company, its Subsidiaries, the Sellers pursuant to this Agreement; (iii) claims by third parties (including governmental authorities) against Buyer relating to the construction, operation and ownership by Seller of the Assets and the performance by Seller under the Contracts in each case under this clause (iii) for the period prior to the Effective TimeRetained Liabilities; (iv) any of the matters referenced in Schedules 3.5 fees and 3.11obligations described on Schedule 3.25; (v) environmental-related Losses to the extent arising from the operation of the business or ownership of the Real Property or Assets by the Company or any violations of, or failure to operate in accordance with, necessary Permits of its Subsidiaries prior to the effective timeClosing Date, including, without limitation, those matters listed on Schedule 8.02(a)(v); (vi) failure by Seller to satisfy and perform any of Losses arising from the obligations matters set forth in on Schedule 5.9 and any cost incurred to satisfy and perform any such obligation or resulting from any additional or modified terms under any Contracts (or substitute contracts) required for or resulting from the satisfaction and performance of such obligations8.02(a)(vi); and (vii) Losses arising from the matters set forth on Schedule 8.02(a)(vii); provided, however, that the Indemnifying Parties shall not be required to indemnify and hold the Indemnified Parties harmless (A) pursuant to Section 8.02(a)(i) or (ii) unless such right is asserted (whether or not the Losses have actually been incurred) by written notice to the Indemnifying Parties within 18 months of the Effective Time describing with specificity the facts giving rise to the asserted right (unless such right is asserted pursuant to the representations, warranties, covenants or obligations made in (x) Section 3.27 in which event such right is asserted in the same manner (whether or not the Losses have actually been incurred) within five (5) years of the Effective Time, (y) Section 3.26 in which event such right is asserted in the same manner (whether or not the Losses have actually been incurred) prior to 90 days after the expiration of the applicable statute of limitations relating to any Tax, or (z) Section 3.04 and Section 3.07(b) in which event there shall be no time limitation on when each right is asserted) or (B) pursuant to Section 8.02(a)(v) or (vi) unless such right is asserted in the same manner (whether or not the Losses have actually been incurred) within five (5) years of the Effective Time of Closing; provided, further, that the Indemnifying Parties shall not be required to indemnify the Indemnified Parties under Section 8.02(a)(i) or (ii) unless and until the amount of all liabilities Losses for which indemnification is sought with respect to Sections 8.02(a)(i) and (ii) hereof shall exceed $500,000, and, thereafter, the Indemnifying Parties shall indemnify the Indemnified Parties for all additional Losses in excess of $500,000 with respect to Sections 8.02(a)(i) and (ii); provided, further, however, that no Indemnifying Party shall have any obligation to indemnify the Indemnified Parties under Section 8.02(a)(i), (ii), (v), (vi), or (vii) for any Losses that, when added to all Losses for which indemnification is sought pursuant to Section 8.02(a)(i), 8.02(a)(ii), 8.02(a)(v), 8.02(a)(vi) and 8.02(a)(vii) of this Agreement, exceed $20,000,000 (except that any Losses incurred by the Indemnified Parties as a result of the breach of the representations, warranties or covenants made by Sellers in Section 3.04 or 3.07(b) shall be indemnifiable without regard to the $500,000 and $20,000,000 limits and any Losses incurred by the Indemnified Parties as a result of the breach of the representations, warranties, covenants or obligations of Seller which are not expressly assumed made by Buyer as Assumed Liabilities pursuant hereto;Sellers in Section 3.26, 3.27, 8.02(a)(v), 8.02(a)(vi) or (vii), shall be indemnifiable without regard to the $500,000 limit but shall be subject to the $20,000,000 limit).

Seller’s Indemnity. (a) From and after the Closing, Seller hereby indemnifies agrees to save, protect, defend, indemnify and holds Buyer hold harmless Purchaser and Purchaser’s Indemnitees from and against, and agrees to defend promptly Buyer from, and reimburse Buyer for, against any and all lossesloss, damagesdamage, costsclaim, expensescause of action, liabilitiescost or expense or any other Liabilities, obligations and claims incurred by Purchaser or its Indemnitees by reason of any kind, including, without limitation, environmental liabilities (whether involving personal injury or property damage), reasonable attorneys' fees and other legal costs and expenses (hereinafter referred to collectively as "Losses"), that Buyer and any Affiliate of Buyer may at any time suffer or incur, or become subject to, as a result of or in connection with: (i) any material breach or inaccuracy of any of the representations and warranties made by Seller in this Agreement or any other agreement or instrument delivered by Seller pursuant hereto; Seller’s covenants in Article X, subject in each instance, to the terms of this Agreement, including, but not limited to, the provisions of Section 5.3, (ii) any and all Retained Liabilities, (iii) any failure of Seller or Manager to carry outhave reported and/or paid any and all taxes assessed or assessable by the City of Arlington, performthe County of Arlington, satisfy and discharge the State of Virginia or any of its covenants, agreements, undertakings, liabilities other governmental authority arising or obligations under this Agreement or under related in any of the agreements and instruments delivered by Seller pursuant to this Agreement; (iii) claims by third parties (including governmental authorities) against Buyer relating way to the construction, operation and ownership by Seller of the Assets and the performance by Seller under the Contracts in each case under this clause (iii) Hotel for the period prior to the Effective Time; Closing, as well as any and all penalties and interest related to any such taxes (including, without limitation, costs incurred in connection with or as a result of any audit, tax inquiry or other proceeding), which are assessed against Purchaser, and (iv) damage to property or injury to or death of any of person or any claims for any debt or obligations occurring on, or in connection with, the matters referenced in Schedules 3.5 and 3.11; Property or any portion thereof at any time or times prior to Closing (vexpressly excluding Liabilities (x) any violations for changes to, remediation of, or failure repairs to operate the physical, structural, or environmental condition of the Property or (y) to any governmental authority relating to the physical condition, structural or environmental condition of the property, in each case, except to the extent the same expressly constitutes a breach of a Seller Representation in accordance with, necessary Permits and subject to the terms of, clause (i) above), but specifically excluding, in each instance of clauses (i) through (iv), (A) any Liabilities for which Purchaser is indemnifying Seller for under Section 5.4(a) above, (B) any Liabilities consisting of liabilities or obligations for which Purchaser received a credit at Closing (but only to the extent of such credit theretofore received by Purchaser), (C) any Liabilities consisting of contractual liabilities or obligations which Purchaser expressly assumed at Closing including, but not limited to, Liabilities that Purchaser assumes pursuant to any document or other written agreement entered into in connection with the Closing, and (D) except to the extent the same arises as a result of a breach of Seller’s representations and warranties set forth in the last sentence of Section 5.1(c) or Section 5.1(g), any Liabilities incurred in relation to the physical condition of the Property (including without limitation, the environmental condition of the Real Property) other than Liabilities resulting from injury to or death of any person prior to Closing resulting from the effective time; physical condition (vibut not environmental condition) failure of the Property. For avoidance of doubt, in the event that the Closing does not occur, Purchaser’s remedies shall be expressly limited to the terms and conditions of Section 15.2, including, but not limited to Seller’s indemnification obligations referenced therein. Any amounts paid under this Section 5.4(b) shall not be duplicative of any other amounts paid by Seller to satisfy and perform any of Purchaser pursuant to the obligations set forth in Schedule 5.9 and any cost incurred to satisfy and perform any such obligation or resulting from any additional or modified terms under any Contracts (or substitute contracts) required for or resulting from the satisfaction and performance of such obligations; and (vii) any and all liabilities and obligations of Seller which are not expressly assumed by Buyer as Assumed Liabilities pursuant hereto;hereof.

Seller’s Indemnity. (a) Except as provided in subsection (b) herein, for a period of three (3) years from the Closing Date, Seller hereby indemnifies shall indemnify, defend and holds Buyer hold Purchaser, its affiliates (including without limitation, Company), and their directors, officers, employees, attorneys, and agents harmless from and against, and agrees to defend promptly Buyer from, and reimburse Buyer for, against any and all liabilities, losses, damages, claims, causes of action, costs and expenses (collectively "Claims") (including, without limitation, reasonable attorneys' fees and expenses and court costs), expenseswhether known or unknown, liabilitieswhether suit is instituted or not, obligations and, if instituted, whether at any trial and claims appellate level, for the period prior to the Closing, arising out of, relating to or as a result of: (a) Company's and/or Seller's ownership or operation of Company or the Practice, including any defects in title; (b) any other actions or omissions of Company prior to the Closing Date; (c) any default or breach by Company or Seller of any kindrepresentation, warranty or any other material term or condition in this Stock Purchase Agreement (including the exhibits and attachments) or any ancillary agreement, document, or certificate to be delivered in connection with this Stock Purchase Agreement; (d) the conduct of Company's business on or prior to the date of the Closing, including, without limitation, environmental liabilities any litigation now existing or hereafter arising from such conduct occurring on or prior to the Closing Date, (whether involving personal injury or property damage), reasonable attorneys' fees and other legal costs and expenses (hereinafter referred to collectively as "Losses"), that Buyer and any Affiliate of Buyer may at any time suffer or incur, or become subject to, as a result of or in connection with: (ie) any breach or inaccuracy of the Company Financial Statements; and (f) any act, conduct, omission or commitment of Company or Seller occurring on or prior to the Closing Date, which may hereafter be asserted against Company or Seller, whether or not unknown, unasserted or undiscovered by Purchaser as of Closing, but only to the extent not actually reimbursed to Purchaser by insurance and only in an amount up to $1,000,000, exclusive of any amounts in the Reserve Account. Purchaser agrees that with respect to any matter for which Seller has the foregoing obligations, Purchaser shall first attempt to satisfy the amount owed by Seller out of the Reserve Account. Without limiting the generality of the foregoing, with respect to the measurement of damages, the Purchaser shall have the right to be put in the same financial position as it would have been in had the representations and warranties made by Seller in this Agreement or any other agreement or instrument delivered by Seller pursuant hereto; (ii) any failure of Seller to carry outbeen true and correct, perform, satisfy and discharge any of its covenants, agreements, undertakings, liabilities or obligations under this Agreement or under any had each of the agreements covenants of Company and instruments delivered by Seller pursuant to this Agreement; (iii) claims by third parties (including governmental authorities) against Buyer relating to the constructionbeen performed in full, operation and ownership by had Company and Seller paid, discharged and performed all of the Assets and the performance by Seller under the Contracts in each case under this clause (iii) for the period prior to the Effective Time; (iv) any of the matters referenced in Schedules 3.5 and 3.11; (v) any violations of, or failure to operate in accordance with, necessary Permits prior to the effective time; (vi) failure by Seller to satisfy and perform any of the obligations set forth in Schedule 5.9 and any cost incurred to satisfy and perform any such obligation or resulting from any additional or modified terms under any Contracts (or substitute contracts) required for or resulting from the satisfaction and performance of such obligations; and (vii) any and all liabilities and obligations of Seller which are not expressly assumed by Buyer as Assumed Liabilities pursuant hereto;the Seller.

Seller’s Indemnity. (a) Seller hereby indemnifies agrees to save, protect, defend, indemnify and holds Buyer hold harmless Purchaser and Purchaser’s Indemnitees from and against, and agrees to defend promptly Buyer from, and reimburse Buyer for, against any and all lossesloss, damagesdamage, costsclaim, expensescause of action, liabilitiescost or expense or any other Liabilities, obligations and claims incurred by Purchaser or its Indemnitees by reason of any kind, including, without limitation, environmental liabilities (whether involving personal injury or property damage), reasonable attorneys' fees and other legal costs and expenses (hereinafter referred to collectively as "Losses"), that Buyer and any Affiliate of Buyer may at any time suffer or incur, or become subject to, as a result of or in connection with: (i) any material breach or inaccuracy of any of the representations and warranties made by Seller in this Agreement or any other agreement or instrument delivered by Seller pursuant hereto; Seller’s covenants in Article X, subject in each instance, to the terms of this Agreement, including, but not limited to, the provisions of Section 5.03, (ii) subject to the terms and conditions of Article XII and Sections 7.01(g) and (h), any failure of Seller to carry out, perform, satisfy and discharge any of Liability imposed upon Purchaser or its covenants, agreements, undertakings, liabilities or obligations under this Agreement or under any of the agreements and instruments delivered by Seller pursuant to this Agreement; (iii) claims by third parties (including governmental authorities) against Buyer Indemnitees relating to the construction, operation and ownership by Seller employment of the Assets and the performance Employees by Seller under the Contracts in each case under this clause (iii) Manager for the period prior to the Effective Time; Closing Date, except to the extent arising out of or relating to the Purchaser’s or any of its Indemnitees’ breach of the terms, conditions and obligations of Article XII or Sections 7.01(g) or (h), (iii) events, contractual obligations, acts or omissions of Seller that occur or accrue prior to Closing in connection with the ownership of the Property, including without limitation, debts, obligations and/or Liabilities of Seller, its Affiliates or Manager which may exist with respect to the employment or termination of any Employees that arise prior to the Closing, or which are attributable to the termination of such Employees by Seller, its Affiliates or Manager at or prior to Closing, except to the extent that such debts, obligations and/or Liabilities are covered by a credit against the Purchase Price, (iv) 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 prior to Closing, but specifically excluding (w) any Liabilities caused by breaches of covenants of Purchaser which, by the terms of this Agreement, survive Closing, (x) any Liabilities consisting of liabilities or obligations for which Purchaser received a credit at Closing, (y) any Liabilities consisting of contractual liabilities or obligations which Purchaser expressly assumed at Closing and (z) any Liabilities incurred in relation to the physical condition of the matters referenced in Schedules 3.5 Property (including without limitation, the environmental condition of the Real Property) other than Liabilities resulting from injury to or death of any person prior to Closing resulting from the physical condition (but not environmental condition) of the Property, and 3.11; (v) any violations of, or failure to operate in accordance with, necessary Permits prior to the effective time; (vi) failure by Seller to satisfy and perform any of the obligations as set forth in Schedule 5.9 and any cost incurred to satisfy and perform any such obligation or resulting from any additional or modified terms under any Contracts (or substitute contracts) required for or resulting from the satisfaction and performance of such obligations; and (vii) any and all liabilities and obligations of Seller which are not expressly assumed by Buyer as Assumed Liabilities pursuant hereto;indemnification provisions in Article XIV.

Seller’s Indemnity. (a) Seller hereby indemnifies Sellers shall, jointly and holds severally, indemnify and hold harmless Buyer harmless and its directors, officers and employees from and againstagainst all expenses, and agrees to defend promptly Buyer from, and reimburse Buyer for, any and all losses, damagesclaims, costs, expenses, damages or liabilities, obligations and claims of any kind, including, without limitation, environmental liabilities (whether involving personal injury or property damage), including reasonable attorneys' fees and other legal costs and expenses (hereinafter referred to collectively as each an "LossesIndemnified Expense"), that Buyer and any Affiliate of Buyer may at any time suffer or incur, or become subject to, as a result arising out of or in connection with: relating to (i) any breach the untruth or inaccuracy of any of the representations and warranties representation or warranty made by Seller any of Sellers or the Herberts in this Agreement or any other agreement or instrument delivered by Seller pursuant hereto; Agreement, (ii) any failure breach of Seller to carry outSellers' or Herberts' covenants contained herein, perform, satisfy and discharge any of its covenants, agreements, undertakings, liabilities or obligations under this Agreement or under any of the agreements and instruments delivered by Seller pursuant to this Agreement; (iii) claims by third parties (including governmental authorities) against Buyer relating to the constructionexistence, operation and ownership by Seller operations or other conduct of Sellers or the Assets and the performance by Seller under the Contracts in each case under this clause (iii) for the period Herberts prior to the Effective Time; Closing, including without limitation, any liabilities arising under federal or state environmental laws and liabilities arising under federal or state plant closing, employee termination or similar laws, except to the extent the same are assumed hereunder, (iv) any of the matters referenced and all claims, obligations, liabilities or other amounts paid or incurred by Buyer described in Schedules 3.5 Section 4.02(b) hereof and 3.11; (v) any violations ofand all actions, or failure to operate in accordance withsuits, necessary Permits prior to the effective time; (vi) failure by Seller to satisfy proceedings, demands, assessments, judgments, costs and perform legal fees and other expenses associated with any of the obligations set forth foregoing. Without in Schedule 5.9 and any cost incurred way limiting the remedies of Buyer hereunder, Buyer shall be entitled to satisfy and perform offset any such Indemnified Expense against any of the payments of Purchase Price to be made to Sellers under Article IV of this Agreement and/or against payments under the Consulting Agreement described in Section 4.03. Sellers shall have no obligation to indemnify Buyer with respect to an Indemnified Expense unless notice of the Indemnified Expense is provided to Sellers on or before the seventh anniversary of the Closing Date; provided, however, that the foregoing limitation shall not apply to Indemnified Expenses resulting from federal, state or local tax liability of Sellers or the Herberts relating to any additional period ended on or modified terms under any Contracts (or substitute contracts) required for or resulting from the satisfaction and performance of such obligations; and (vii) any and all liabilities and obligations of Seller which are not expressly assumed by Buyer as Assumed Liabilities pursuant hereto;before Closing.

Seller’s Indemnity. (a) Upon closing of the transactions contemplated herein, Seller hereby indemnifies agrees to indemnify and holds Buyer hold Buyer, its Affiliates, successors and assigns and their respective representatives ("Buyer's Indemnitees") harmless from and against, and agrees to defend promptly Buyer from, Buyer's Indemnitees from and reimburse Buyer Buyer's Indemnitees for, any and all losses, damages, costs, expenses, liabilities, obligations and claims of any kind, including, without limitation, environmental liabilities (whether involving personal injury or property damage), reasonable attorneys' fees and other legal costs and expenses expenses, (hereinafter referred to collectively as collectively, the "Losses"), that Buyer and any Affiliate of Buyer Buyer's Indemnitees may at any time suffer or incur, or become subject to, as a result of or in connection with: (i) any breach or inaccuracy of any of the representations and warranties made by Seller in or pursuant to this Agreement or any other agreement instrument or instrument delivered document executed by Seller pursuant heretoin connection with or as a result of this Agreement; (ii) any failure of Seller to carry out, perform, satisfy and discharge any of its covenants, agreements, undertakings, liabilities or obligations under this Agreement or under any of the agreements and instruments delivered by Seller pursuant to this AgreementRetained 44 51 Liabilities; (iii) claims by third parties (including governmental authorities) against Buyer relating to the constructionnon-fulfillment of any covenant, operation and ownership by Seller undertaking, agreement or other obligation of the Assets and the performance by Seller under the Contracts in each case under this clause (iii) for the period prior to the Effective TimeAgreement; or (iv) any noncompliance by Seller with bulk sales laws or similar laws which may be applicable to the sale or transfer of the matters referenced in Schedules 3.5 Purchased Assets (hereinafter referred to collectively as "Claims"); provided, however, that Buyer's Indemnitees shall have the right to be indemnified, held harmless from, defended or reimbursed under Section 8.1(a) hereof only if such Claims have actually been incurred and 3.11; (v) any violations ofasserted on or before one year after the Closing Date, or failure to operate in accordance with, necessary Permits prior except the time limitation with respect to the effective time; (vi) failure by Seller to satisfy and perform any of the obligations representations set forth in Schedule 5.9 Section 3.7 and any cost incurred 3.9 shall be 30 days after expiration of the applicable statute of limitations with respect to satisfy and perform any such obligation the tax or resulting from any additional or modified terms under any Contracts (or substitute contracts) required for or resulting from the satisfaction and performance of such obligations; and (vii) any and all liabilities and obligations of Seller which are not expressly assumed by Buyer as Assumed Liabilities pursuant hereto;environmental matters giving rise to a claim thereunder.

Seller’s Indemnity. Seller covenants and agrees to ------------------- indemnify and hold harmless the Buyer, its officers, directors, employees, agents, advisers, representatives and Affiliates (acollectively, the "Buyer Indemnities") Seller hereby indemnifies and holds Buyer harmless from and against, and agrees to defend promptly pay or reimburse the Buyer from, and reimburse Buyer Indemnities for, any and all claims, liabilities, obligations, losses, damagesfines, costs, expensesroyalties, liabilitiesproceedings, obligations and claims of any kind, including, without limitation, environmental liabilities deficiencies or damages (whether involving personal injury absolute, accrued, conditional or property damageotherwise and whether or not resulting from third party claims), including out-of-pocket expenses and reasonable attorneys' and accountants' fees and other legal costs and expenses (hereinafter referred to collectively as "Losses"), that Buyer and any Affiliate of Buyer may at any time suffer incurred in the investigation or incur, or become subject to, as a result of or in connection with: (i) any breach or inaccuracy defense of any of the representations and warranties same or in asserting any of their respective rights hereunder (collectively, "Losses") incurred after the Final Closing, resulting from or arising out of: (a) any material inaccuracy of any representation or warranty made by Seller herein or in this Agreement any exhibit or schedule hereto, or in any other agreement statement, certificate or instrument delivered by Seller document furnished or to be furnished to Buyer pursuant heretohereto or in connection with the transactions contemplated hereby; or (iib) any failure of any Seller to carry out, perform, satisfy and discharge perform any covenant or agreement hereunder. Such indemnity obligations of Seller to Buyer for Losses may be collected only by offset under any obligation otherwise owed to Seller or any of its covenantsaffiliates, agreementsrelated parties, undertakings, liabilities or obligations under this Agreement principals by Buyer or under any of the agreements and instruments delivered by Seller pursuant to this Agreement; (iii) claims by third parties (including governmental authorities) against Buyer relating to the construction, operation and ownership by Seller of the Assets and the performance by Seller under the Contracts in each case under this clause (iii) for the period prior to the Effective Time; (iv) any of the matters referenced in Schedules 3.5 and 3.11; (v) any violations of, its affiliates or failure to operate in accordance with, necessary Permits prior to the effective time; (vi) failure by Seller to satisfy and perform any of the obligations set forth in Schedule 5.9 and any cost incurred to satisfy and perform any such obligation or resulting from any additional or modified terms under any Contracts (or substitute contracts) required for or resulting from the satisfaction and performance of such obligations; and (vii) any and all liabilities and obligations of Seller which are not expressly assumed by Buyer as Assumed Liabilities pursuant hereto;related parties.

Seller’s Indemnity. (a) Seller hereby indemnifies The Principal Sellers agree to indemnify, ----------------- defend and holds Buyer hold harmless from Buyer, the Companies and against, and agrees to defend promptly Buyer from, and reimburse Buyer for, any and all losses, damages, costs, expenses, liabilities, obligations and claims of any kind, including, without limitation, environmental liabilities (whether involving personal injury or property damage), reasonable attorneys' fees and other legal costs and expenses (hereinafter referred to collectively as "Losses"), that Buyer and any Affiliate of Buyer may at any time suffer or incur, or become subject to, as a result of or in connection with: each Subsidiary against (i) all Tax Liabilities of Sellers or any of their Affiliates, the Companies or any of the Subsidiaries for any Pre-Closing Tax Period, whether or not resulting from a Tax Proceeding, except to the extent otherwise provided in clause (ii) of Section 8.3(b), (ii) all Tax Liabilities of, or attributable to, the Companies or the Subsidiaries, which Tax Liabilities result from the failure of Sellers to perform, or the breach by Sellers of, any covenant made by the Seller in this Agreement, (iii) all Tax Liabilities for Pre-Closing Tax Periods of, or inaccuracy of any attributable to, the Companies or the Subsidiaries resulting from the breach by Sellers of the representations and warranties made by Seller contained in this Agreement or any other agreement or instrument delivered by Seller pursuant hereto; (ii) any failure of Seller to carry outSection 2.4, perform, satisfy and discharge any of its covenants, agreements, undertakings, liabilities or obligations under this Agreement or under any of the agreements and instruments delivered by Seller pursuant to this Agreement; (iii) claims by third parties (including governmental authorities) against Buyer relating to the construction, operation and ownership by Seller of the Assets and the performance by Seller under the Contracts in each case under this clause (iii) for the period prior to the Effective Time; (iv) any Tax Liabilities for Pre-Closing Tax Periods of any member of a consolidated or combined tax group of which any of the matters referenced Sellers or any of their Affiliates is, or was at any time, a member, for which any of the Companies or any Subsidiary is jointly or severally liable as a result of its inclusion in Schedules 3.5 and 3.11; such group, (v) any violations ofTransfer Tax Liabilities arising out of the transfer of the Stock; provided, however, the Principal Sellers shall be required to make an indemnification payment or payments to Buyer, the Companies, the Subsidiaries or any of its other Affiliates under this Section 8.3(a) solely to the extent that the amount of indemnification sought exceeds the Tax Reserve (reduced by any prior offsets pursuant to this section or Section 5.5). Notwithstanding the foregoing, the Principal Sellers shall not indemnify and hold harmless Buyer, the Companies, the Subsidiaries or its other Affiliates from and against any Tax Liabilities resulting from an actual or deemed election made under Section 338 of the Code, or failure any comparable provision under foreign, state or local law, with respect to operate in accordance with, necessary Permits prior to the effective time; (vi) failure by Seller to satisfy and perform any of the obligations set forth Companies or Subsidiaries in Schedule 5.9 and any cost incurred to satisfy and perform any such obligation or resulting from any additional or modified terms under any Contracts (or substitute contracts) required for or resulting from connection with the satisfaction and performance purchase of such obligations; and (vii) any and all liabilities and obligations of Seller which are not expressly assumed by Buyer as Assumed Liabilities pursuant hereto;Stock on the Closing Date.

Seller’s Indemnity. (a) Subject to the proviso in the final sentence of Section 9.1, the Seller hereby indemnifies and holds the Buyer harmless from and against, against and agrees to defend promptly Buyer from, and reimburse Buyer for, hold it harmless from any and all lossesdamage, damagesloss, costs, expenses, liabilities, obligations liability and claims of any kind, expense (including, without limitation, environmental liabilities (whether involving personal injury or property damage), reasonable attorneys' expenses of investigation and attorney's fees and other legal costs and expenses (hereinafter referred to collectively as "Losses"), that Buyer and any Affiliate of Buyer may at any time suffer or incur, or become subject to, as a result of or in connection with: with any action, suit or proceeding brought against the Buyer) demanded, claimed or threatened in writing against the Buyer or incurred or suffered by the Buyer arising out of (i) any breach action taken or inaccuracy of any omitted to be taken by the Seller prior to the Closing relating to the ownership or operation of the representations Facilities or their business and warranties made properties prior to Closing, but excluding all Liabilities and any damage, loss, liability or expense resulting from actions taken by the Seller at the written direction of the Buyer or resulting from defects in this Agreement or any other agreement or instrument delivered by Seller pursuant heretotitle to the Real Estate; (ii) any failure misrepresentation or breach of Seller warranty, covenant or agreement made, contained in or to carry out, perform, satisfy and discharge any of its covenants, agreements, undertakings, liabilities or obligations under this Agreement or under any of be performed by the agreements and instruments delivered by Seller pursuant to this Agreement, the Schedules or Exhibits hereto or the Seller's officer's -56- -------------------------------------------------------------------------------- BRANCH PURCHASE AGREEMENT 61 certificate; (iii) claims by third parties (including governmental authorities) against Buyer relating to the construction, operation all Non-Assumed Liabilities; and ownership by Seller of the Assets and the performance by Seller under the Contracts in each case under this clause (iii) for the period prior to the Effective Time; (iv) any claim or demand by any Branch or Office employee of the matters referenced Seller who shall not become an employee of the Buyer (except as may be the result of any action or inaction of the Buyer). Any direct claim by the Buyer against the Seller, as distinguished from a claim against the Buyer by a third party, shall be settled by arbitration pursuant to Section 9.4. The Seller shall not be liable under this Section 9.2 for any settlement effected without its consent (which consent shall not be unreasonably withheld) of any claim, litigation or proceeding in Schedules 3.5 and 3.11; (v) respect of which indemnity may be sought hereunder. The Buyer agrees to give prompt notice to the Seller of the assertion of any violations ofclaim, or failure to operate the commencement of any suit, action or proceeding in accordance withrespect of which indemnity may be sought hereunder. The Seller may, necessary Permits prior to and at the effective time; (vi) failure by Seller to satisfy and perform any request of the obligations set forth Buyer shall, participate in Schedule 5.9 and any cost incurred to satisfy and perform control the defense of any such obligation suit, action or resulting from any additional or modified terms under any Contracts (or substitute contracts) required for or resulting from the satisfaction and performance of such obligations; and (vii) any and all liabilities and obligations of Seller which are not expressly assumed by Buyer as Assumed Liabilities pursuant hereto;proceeding at its own expense.

Seller’s Indemnity. In addition to any other applicable rights under this Agreement, Seller agrees to indemnify, defend and hold Buyer and its officers, directors, partners, members, managers, agents, employees, attorneys, affiliates, heirs, successors and assigns (acollectively, “Buyer’s Indemnified Parties”) Seller hereby indemnifies and holds Buyer harmless from and against, and agrees to defend promptly Buyer from, and reimburse Buyer for, against any and all lossesliabilities, liens, claims, damages, costs, expenses, liabilities, obligations suits or judgments paid or incurred by any of Buyer’s Indemnified Parties and claims of any kindall expenses related thereto, including, without limitation, environmental liabilities (whether involving personal injury or property damage), court costs and reasonable attorneys' ’ fees and other legal costs and expenses (hereinafter referred to collectively as "Losses"), that Buyer and any Affiliate of Buyer may at any time suffer or incur, or become subject to, as a result arising out of or in connection with: any way connected or related to (i) the ownership, maintenance, or operation of the Property accruing prior to Closing, (ii) any breach or inaccuracy nonperformance by Seller of any of the representations and warranties made by Seller provision or covenant contained in this Agreement or in any certificate or other agreement instrument or instrument delivered document furnished (or to be furnished) by Seller pursuant hereto; with respect to the transactions contemplated hereunder, (iiiii) any failure liability arising because of a breach of Lease, breach of contract or other matter related to the Property which occurred or arose or is alleged to have occurred or arisen prior to Closing and which is not due to actions taken by Buyer and which was not disclosed to Buyer in writing prior to Closing, or (iv) the breach of any representation or warranty of Seller contained in this Agreement. The indemnities set forth in this Section shall survive Closing for a period of twelve (12) months. Provided, however, that the indemnities set forth in this Section shall not (1) apply to carry out, perform, satisfy the extent of any item that by this Agreement specifically becomes the obligation of Buyer after the Closing pursuant to the terms and discharge any conditions of its covenants, agreements, undertakings, liabilities or obligations under this Agreement or under to any of the agreements and instruments delivered risk assumed by Seller Buyer pursuant to the terms and conditions of this Agreement; and/or (iii2) claims by third parties exceed, in the aggregate, the sum of One Hundred Thousand Dollars (including governmental authorities$100,000.00) against Buyer relating other than with respect to the construction, operation and ownership by Seller a claim for indemnity arising in connection with a breach of the Assets and the performance by Seller a Lease under the Contracts in each case under this foregoing clause (iii) for the period prior which claim shall not be subject to the Effective Time; (iv) any of the matters referenced in Schedules 3.5 and 3.11; (v) any violations of, or failure to operate in accordance with, necessary Permits prior to the effective time; (vi) failure by Seller to satisfy and perform any of the obligations monetary limitation set forth in Schedule 5.9 and any cost incurred to satisfy and perform any such obligation or resulting from any additional or modified terms under any Contracts (or substitute contracts) required for or resulting from the satisfaction and performance of such obligations; and (vii) any and all liabilities and obligations of Seller which are not expressly assumed by Buyer as Assumed Liabilities pursuant hereto;above.

Seller’s Indemnity. (a) Seller hereby indemnifies and holds Buyer harmless from and against, against and agrees to defend promptly Buyer from, and reimburse Buyer for, hold it harmless from any and all lossesdamage, damagesloss, costs, expenses, liabilities, obligations liability and claims of any kind, expense (including, without limitation, environmental liabilities (whether involving personal injury or property damage)reasonable expenses of investigation, reasonable attorneys' attorney's fees and other legal costs and expenses (hereinafter referred to collectively as "Losses"), that Buyer and any Affiliate of Buyer may at any time suffer or incur, or become subject to, as a result of or in connection with: with any action, suit or proceeding brought against Buyer) demanded, claimed or threatened in writing against Buyer or incurred or suffered by Buyer arising out of (i) any breach ownership or inaccuracy of any operation of the representations Branches, the Accounts or the business or properties of the Branches prior to Closing, but excluding all assumed Liabilities and warranties made any damage, loss, liability or expense resulting from actions taken by Seller in at the written direction of Buyer or pursuant to the terms of this Agreement or any other agreement or instrument delivered by Seller pursuant hereto; Agreement, (ii) all Non-Assumed Liabilities, and (iii) any failure misrepresentation or breach of Seller warranty, covenant or agreement made, contained in or to carry out, perform, satisfy and discharge any of its covenants, agreements, undertakings, liabilities or obligations under this Agreement or under any of the agreements and instruments delivered be performed by Seller pursuant to this Agreement; (iii) claims . Any direct claim by third parties (including governmental authorities) Buyer against Seller, as distinguished from a claim against Buyer relating by a third party, shall be settled by arbitration pursuant to the constructionSection 11.4. Seller shall not be liable under this Section 11.2 for any settlement effected without its consent (which consent shall not be unreasonably withheld) of any claim, operation and ownership by litigation or proceeding with respect to which indemnity may be sought hereunder. Buyer agrees to give prompt notice to Seller of the Assets and the performance by Seller under the Contracts in each case under this clause (iii) for the period prior to the Effective Time; (iv) assertion of any of the matters referenced in Schedules 3.5 and 3.11; (v) any violations ofclaim, or failure the commencement of any suit, action or proceeding with respect to operate which indemnity may be sought hereunder. Seller may, and at the request of Buyer shall, participate in accordance with, necessary Permits prior to and control the effective time; (vi) failure by Seller to satisfy and perform any defense of the obligations set forth in Schedule 5.9 and any cost incurred to satisfy and perform any such obligation suit, action or resulting from any additional or modified terms under any Contracts (or substitute contracts) required for or resulting from the satisfaction and performance of such obligations; and (vii) any and all liabilities and obligations of Seller which are not expressly assumed by Buyer as Assumed Liabilities pursuant hereto;proceeding at its own expense. Section 11.3

Seller’s Indemnity. Section 11.4 of the Agreement is hereby amended to provide in its entirety as follows: Subject to the terms and conditions of the Agreement, Seller agrees to indemnify, hold harmless and defend Purchaser from and against any loss, liability or damage suffered or incurred by Purchaser and arising from or in connection with (a) any material breach or default by the Seller hereby indemnifies with respect to any Seller Matter which is not waived or deemed waived by Purchaser under this Agreement at or prior to Closing, (b) any claim raised or action filed by the Manager under Section 16.13 of the Management Agreement with respect to the transfer of the Asset from Seller to Purchaser under this Agreement, (c) any amounts owed by Sellers under Section 9.8, (d) any claim raised under the pending litigation disclosed on Schedule 6.8 attached to the Agreement (it being agreed that Seller’s obligations with respect to claims described in and holds Buyer harmless from and againstcovered by this subsection (d) shall not be subject to the Minimum Amount limitation set forth in Section 11.3 of the Agreement), and agrees to defend promptly Buyer from, and reimburse Buyer for, any and (e) all losses, damages, costs, expenses, liabilities, obligations and claims of any kind, including, without limitation, environmental liabilities (whether involving personal injury or property damage), reasonable attorneys' fees and other legal costs and expenses (hereinafter referred to collectively as "Losses"), that Buyer and any Affiliate of Buyer may at any time suffer or incur, or become subject to, as a result of or including reasonable attorneys’ fees) incurred by Purchaser in connection with: (i) with any breach action, suit, proceeding, demand, arbitration, assessment or inaccuracy of any of the representations and warranties made by Seller in this Agreement or any other agreement or instrument delivered by Seller pursuant hereto; (ii) any failure of Seller judgment incident to carry out, perform, satisfy and discharge any of its covenants, agreements, undertakings, liabilities or obligations under this Agreement or under any of the agreements and instruments delivered by Seller pursuant to this Agreement; (iii) claims by third parties (including governmental authorities) against Buyer relating to the construction, operation and ownership by Seller of the Assets and the performance by Seller under the Contracts in each case under this clause (iii) for the period prior to the Effective Time; (iv) any of the matters referenced indemnified against by Sellers in Schedules 3.5 this Section 11.4. (collectively, the “Seller’s Indemnity Obligations”). Seller understands and 3.11; (v) agrees that the foregoing indemnity includes an indemnification for certain claims arising from the indemnitee’s negligence, as and to the extent provided herein. Notwithstanding anything set forth in this Agreement, in any violations ofSeller Closing Deliveries or otherwise, Sellers shall not have any liability or failure obligation with respect to operate in accordance with, necessary Permits any Seller’s Indemnity Obligations unless prior to the effective time; (vi) failure by Seller to satisfy and perform any end of the obligations set Survival Period (or, with respect to any claim raised or action filed by the Manager as referenced in subparagraph (b) above or with respect to the litigation referenced in subparagraph (d) above, prior to the end of the two-year period following the Closing Date) Purchaser notifies the Sellers in writing setting forth specifically and in Schedule 5.9 reasonable detail the claim being made with respect to the Seller’s Indemnity Obligations and reasonable and appropriate backup information. All liability or obligation of the Sellers with respect to any cost incurred Seller’s Indemnity Obligation shall lapse and be of no further force or effect with respect to satisfy and perform any such obligation matters not contained in a written notice delivered to the Sellers as contemplated herein on or resulting from prior to the end of the Survival Period (or, with respect to any additional claim raised or modified terms under action filed by the Manager as referenced in subparagraph (b) above or with respect to the litigation referenced in subparagraph (d) above, prior to the end of the two-year period following the Closing Date). This Section 11.4 shall survive Closing for the Survival Period (or, with respect to any Contracts claim raised or action filed by the Manager as referenced in subparagraph (b) above or substitute contractswith respect to the litigation referenced in subparagraph (d) required above for or resulting from the satisfaction and performance of such obligations; and (vii) any and all liabilities and obligations of Seller which are not expressly assumed by Buyer as Assumed Liabilities pursuant hereto;two-year period following the Closing Date).

Seller’s Indemnity. (a) Seller hereby indemnifies shall indemnify, defend and holds Buyer hold harmless the Buyer, its directors, officers, employees, affiliates, agents or representatives, successors and assigns from and against, and agrees to defend promptly Buyer from, and reimburse Buyer for, against any and all lossesClaims arising directly or indirectly as the result of (i ) any claim by any person, damages, costs, expenses, liabilities, obligations and entity or third party which claims of any kind, including, without limitation, environmental liabilities (whether involving personal injury or property damage), reasonable attorneys' fees and other legal costs and expenses (hereinafter referred to collectively as "Losses"), that Buyer and any Affiliate of Buyer may at any time suffer or incuran interest in, or become subject toownership of, as a result of the Interest by, through or in connection with: under the Seller, or (iii) any breach or inaccuracy of any by Seller of the representations and warranties made by Seller in this Agreement or any other agreement or instrument delivered by Paragraph 3.01 above. Additionally, except to the extent Buyer shall indemnify Seller pursuant heretoto Paragraph 8.07 above, Seller shall indemnify, defend and hold Buyer, its directors, officers, employees, affiliates agents or representatives, successors and assigns harmless from and against any and all actions, claims, costs, damages or other expenses (including, without limitation, reasonable attorney's fees) arising directly or indirectly from ownership or operation of the Assets and which accrued or relate to events occurring prior to the Effective Date (hereinafter called "Seller Indemnified Claims"); including, but not limited to: (i) any claims listed on Exhibit "B" (ii) any failure Seller Indemnified Claims of Seller to carry outany person, performentity or third party for personal injury (whether physical or non-physical), satisfy and discharge any of its covenantsdeath or property damage, agreements, undertakings, liabilities or obligations under this Agreement or under any of the agreements and instruments delivered by Seller pursuant to this Agreement; (iii) claims by third parties (including governmental authorities) against Buyer any Seller Indemnified Claims relating to the construction, operation and ownership by Seller or arising in connection with any provisions of any agreement related to the Assets and the performance by Seller under the Contracts in each case under this clause (iii) for the period prior to the Effective Time; or (iv) any Seller Indemnified Claims arising from or relating to any violation or alleged violation of laws or regulations, including laws and regulations concerning hazardous materials or the protection of the matters referenced in Schedules 3.5 and 3.11; (v) any violations ofenvironment, or failure to operate in accordance with, necessary Permits prior to the effective time; (vi) failure by Seller to satisfy and perform any of the obligations set forth in Schedule 5.9 and any cost incurred to satisfy and perform any such obligation or resulting from any additional or modified terms under any Contracts (or substitute contracts) required for or resulting from the satisfaction and performance of such obligations; and (vii) including any and all liabilities and obligations costs of Seller which are not expressly assumed by Buyer as Assumed Liabilities pursuant hereto;compliance or remedial action necessary in connection therewith.

Seller’s Indemnity. In addition to any other applicable rights under this Agreement, Seller agrees to indemnify, defend and hold Buyer and its officers, directors, partners, members, agents, employees, affiliates, attorneys, heirs, successors and assigns (acollectively, “Buyer’s Indemnified Parties”) Seller hereby indemnifies and holds Buyer harmless from and against, and agrees to defend promptly Buyer from, and reimburse Buyer for, against any and all lossesliabilities, liens, claims, damages, costs, expenses, liabilities, obligations suits or judgments paid or incurred by any of Buyer’s Indemnified Parties and claims of any kindall expenses related thereto, including, without limitation, environmental liabilities (whether involving personal injury or property damage), court costs and reasonable attorneys' ’ fees and other legal costs and expenses (hereinafter referred to collectively as "“Losses"), that Buyer and any Affiliate of Buyer may at any time suffer or incur, or become subject to, as a result ”) arising out of or in connection with: any way connected or related to (i) any breach or inaccuracy nonperformance by Seller of any of the representations and warranties made by Seller provision or covenant contained in this Agreement or in any certificate or other agreement instrument or instrument delivered document furnished (or to be furnished) by Seller pursuant hereto; with respect to the transactions contemplated hereunder, (ii) any failure liability arising because of Seller a breach of lease, breach of contract or other matter related to carry outthe Property which occurred or arose or is alleged to have occurred or arisen prior to Closing and to the extent not due to actions taken by Buyer, perform, satisfy and discharge any of its covenants, agreements, undertakings, liabilities or obligations under this Agreement or under any of the agreements and instruments delivered by Seller pursuant to this Agreement; (iii) claims by third parties (including governmental authorities) against Buyer relating to the construction, operation and ownership by breach of any representation or warranty of Seller of the Assets and the performance by Seller under the Contracts contained in each case under this clause (iii) for the period prior to the Effective Time; (iv) any of the matters referenced in Schedules 3.5 and 3.11; (v) any violations of, or failure to operate in accordance with, necessary Permits prior to the effective time; (vi) failure by Seller to satisfy and perform any of the obligations Agreement. The indemnities set forth in Schedule 5.9 and any cost incurred this Section shall survive Closing for the Survival Period, provided however, to satisfy and perform the extent that any such obligation or resulting from Losses are covered by any additional or modified terms under any Contracts (or substitute contracts) required for or resulting from occurrence-based liability policy of Seller, such indemnity shall survive without time limitation, but only to the satisfaction and performance extent of such obligations; coverage. Provided, however, that the indemnities set forth in this Section shall not apply to the extent of any item that by this Agreement specifically becomes the obligation of Buyer after the Closing pursuant to the RP / DP Initials terms and conditions of this Agreement. Notwithstanding the forgoing, Buyer acknowledges and agrees that (A) Seller shall have no liability to Buyer for any Losses unless claims of Losses exceed, individually or collectively in the aggregate, the sum of $5,000.00 (the "Deductible"), in which event the amount of such valid claims in excess of the Deductible shall be actionable, up to the liability cap set forth in the following clause, (B) recovery against Seller for any Losses shall be limited in all events to the greater of 5% of the Purchase Price, in the aggregate, or the amount of coverage for such Losses payable by Seller’s occurrence based liability insurance policy (the "Cap"), and (viiC) any and all liabilities and obligations of Seller which are not expressly assumed by in no event shall Buyer as Assumed Liabilities pursuant hereto;be entitled to seek or obtain consequential, indirect or punitive damages.

Seller’s Indemnity. (a) Subject to the provisions of Section 9.4 hereof, Seller hereby indemnifies and holds Buyer harmless from and against, Purchaser against and agrees to defend promptly Buyer from, and reimburse Buyer for, hold it harmless from any and all lossesdamage, damagesloss, costssettlement, expensesobligation, liabilitiesdeficiency, obligations liability and claims of any kind, expense (including, without limitation, environmental liabilities (whether involving personal injury or property damage), reasonable attorneys' expenses of investigation and attorney's fees and other legal costs expenses in connection with any action, suit or proceeding brought against Purchaser) demanded, claimed or threatened in writing against Purchaser or incurred or suffered by Purchaser arising out of any liabilities and assets of Seller not expressly assumed or purchased hereunder by Purchaser including, but not limited to (i) the ownership or operation of the Assets, Liabilities and Branches prior to the Closing, (ii) Employee claims for matters occurring before the Closing or (iii) the breach of a representation or warranty, covenant or agreement made or to be performed by Seller (all such claims, damages, losses, settlements, obligations, deficiencies, liabilities and expenses (being hereinafter referred to collectively as "LossesSeller Indemnifiable Claims"), that Buyer and any Affiliate of Buyer may at any time suffer or incur, or become subject to. Any direct claim by Purchaser against Seller, as distinguished from a result of or in connection with: claim against Purchaser by a third party, shall be settled by arbitration pursuant to Article X. Seller shall not be liable under this Section 9.2 for any settlement effected without its consent (iwhich consent shall not be unreasonably withheld) any breach or inaccuracy of any claim, litigation or proceeding in respect of the representations and warranties made by Seller in this Agreement or any other agreement or instrument delivered by Seller pursuant hereto; (ii) any failure of Seller which indemnity may be sought hereunder. Purchaser agrees to carry out, perform, satisfy and discharge any of its covenants, agreements, undertakings, liabilities or obligations under this Agreement or under any of the agreements and instruments delivered by Seller pursuant give prompt notice to this Agreement; (iii) claims by third parties (including governmental authorities) against Buyer relating to the construction, operation and ownership by Seller of the Assets assertion of any claim, or the commencement of any suit, action or proceeding in respect of that indemnity may be sought hereunder. Seller may, and at the performance by request of Purchaser shall, (unless Seller under the Contracts in each case disclaims any liability or obligation under this clause (iiiSection 9.2 with respect to such suit, action or proceeding) for participate in and control the period prior to the Effective Time; (iv) any defense of the matters referenced in Schedules 3.5 and 3.11; (v) any violations of, or failure to operate in accordance with, necessary Permits prior to the effective time; (vi) failure by Seller to satisfy and perform any of the obligations set forth in Schedule 5.9 and any cost incurred to satisfy and perform any such obligation suit, action or resulting from any additional or modified terms under any Contracts (or substitute contracts) required for or resulting from the satisfaction and performance of such obligations; and (vii) any and all liabilities and obligations of Seller which are not expressly assumed by Buyer as Assumed Liabilities pursuant hereto;proceeding at its own expense.

Seller’s Indemnity. (a) The Seller hereby indemnifies and holds Principals, jointly and severally, shall indemnify and hold harmless Buyer harmless and Issuer, and their respective affiliates, parents, subsidiaries, officers, directors, successors, agents and assigns, from and against, and agrees to defend promptly Buyer from, and reimburse Buyer for, against any and all losses, damages, costs, expenses, liabilities, obligations obligations, claims, demands, causes of action, suits, settlements and claims judgments of any kindevery nature, including, without limitation, environmental liabilities (whether involving personal injury or property damage), reasonable attorneys' fees and other legal including the costs and expenses associated therewith and reasonable attorneys’ fees (hereinafter referred to collectively as "Losses"), that Buyer and any Affiliate of Buyer may at any time suffer or incur, or become subject to, as a result of or in connection with“Buyer’s Damages”) which arise out of: (i) any the breach or inaccuracy of any of the representations and warranties representation or warranty made by Seller in this Agreement or any other agreement or instrument delivered by Seller pursuant hereto; (ii) any failure of Seller to carry out, perform, satisfy and discharge any of its covenants, agreements, undertakings, liabilities or obligations under this Agreement or under any of the agreements and instruments delivered by Seller and/or Principals pursuant to this Agreement; (ii) the non-performance or breach, partial or total, of (x) any covenant made by Seller and/or Principals pursuant to this Agreement or (y) any of the terms of the Seller’s deliverables in Section 2.7.2; (iii) claims by third parties (including governmental authorities) against Buyer of any type or nature relating to the construction, operation and ownership retention of the Business’ independent contractors or employment of the Business’ employees by Seller or any termination of the Assets and the performance such independent contractors or 22624124-v3 employees by Seller under the Contracts in each case under this clause (iii) for the period prior to the Effective TimeSeller; (iv) any of the matters referenced in Schedules 3.5 and 3.11Retained Liabilities; (v) any violations ofthe ownership or operation of the Assets by Seller or in connection with the Business of Seller, or failure to operate in accordance with, necessary Permits each case prior to the effective timeClosing Date or arising from acts or omissions occurring prior to the Closing Date; (vi) failure by Seller to satisfy and perform any of the obligations set forth in Schedule 5.9 and any cost incurred to satisfy and perform any such obligation or resulting from any additional or modified terms under any Contracts (or substitute contracts) required for or resulting from the satisfaction and performance of such obligationsPPP Loans and/or EIDL Loans; and (viivi) any Seller’s portion of the Transfer Taxes pursuant to Section 2.2.2. The representations and all liabilities and obligations warranties of Seller which are herein set forth shall survive for a period of eighteen (18) months following the Closing Date (the “Claims Period”); provided, however, that the Claims Period with respect to any Fundamental Representation or fraud shall be sixty (60) months or the applicable statute of limitations, whichever is longer, and provided further that the Claims Period with respect to Section 3.9 (Taxes) and 9.17 (Tax Matters) shall survive the Closing Date for a period of sixty (60) days after the expiration of the applicable statute of limitations. Buyer shall not expressly assumed by Buyer be entitled to indemnification pursuant to this Section with respect to any breach or misrepresentation of any representation or warranty or other indemnification obligation until such time as Assumed Liabilities pursuant hereto;its respective aggregate right to such indemnification exceeds Twenty-Five Thousand Dollars ($25,000) (it being agreed that in the event such threshold is reached and exceeded, Seller will be liable for losses from the first dollar of such amount).

Seller’s Indemnity. Seller shall indemnify and defend Purchaser (aand Purchaser's affiliates) Seller hereby indemnifies and holds Buyer hold Purchaser (and Purchaser's affiliates) harmless from and againstagainst any claims, and agrees to defend promptly Buyer fromdemands, and reimburse Buyer forcauses of action, any and all losses, damages, costs, expensesdebts, liabilities, obligations judgments, losses, damages and claims of any kindexpenses, including, without limitation, environmental liabilities (whether involving personal injury or property damage), reasonable and attorneys' fees and court costs (collectively, the "Claims") incurred by Purchaser (or any of Purchaser's affiliates) on account of (a) Claims by persons or entities other legal costs and expenses than Purchaser (hereinafter referred to collectively as "Losses"), that Buyer and or any Affiliate of Buyer may at any time suffer or incur, or become subject to, as a result Purchaser's affiliates) arising out of or in connection withwith the ownership, operation or maintenance of the Property by Seller (or any of Seller's affiliates or tenants), or any fact, circumstance or event which occurred, prior to the Closing Date; and (b) Claims resulting from or arising directly or indirectly, in whole or in part, out of the breach of any representation, warranty, covenant or agreement of Seller contained in this Agreement. However, the obligations of Seller hereunder do not apply to, and Seller is not liable to Purchaser (or any of Purchaser's affiliates) in respect of, any Claim to the extent resulting from or arising directly or indirectly, in whole or in part out of: (i) any breach or inaccuracy of any of Western's right to use and occupy the representations and warranties made by Seller in this Agreement Property under the Lease (or any other agreement or instrument delivered by Seller pursuant hereto; arrangement in substitution therefor or replacement thereof) at any time prior to the Closing Date, or (ii) the breach of any failure representation, warranty, covenant or agreement of Seller contained in this Agreement, if prior to carry outClosing, performPurchaser had knowledge of such breach or if Seller disclosed the existence of such breach to Purchaser pursuant to Section 13 of this Agreement, satisfy and discharge any of its covenantsPurchaser chose, agreementswith such knowledge, undertakings, liabilities or obligations under to close the transactions contemplated by this Agreement or under any Agreement. The indemnities herein shall survive the Closing and delivery of the agreements and instruments delivered by Seller pursuant to this Agreement; (iii) claims by third parties (including governmental authorities) against Buyer relating to the construction, operation and ownership by Seller of the Assets and the performance by Seller under the Contracts in each case under this clause (iii) for the period prior to the Effective Time; (iv) any of the matters referenced in Schedules 3.5 and 3.11; (v) any violations of, or failure to operate in accordance with, necessary Permits prior to the effective time; (vi) failure by Seller to satisfy and perform any of the obligations set forth in Schedule 5.9 and any cost incurred to satisfy and perform any such obligation or resulting from any additional or modified terms under any Contracts (or substitute contracts) required for or resulting from the satisfaction and performance of such obligations; and (vii) any and all liabilities and obligations of Seller which are not expressly assumed by Buyer as Assumed Liabilities pursuant hereto;Statutory Warranty Deed.

Seller’s Indemnity. (a) Seller hereby indemnifies shall be financially responsible for and holds shall defend, indemnify and hold Buyer harmless from the following claims (the “Seller's Indemnifiable Claims”): (i) all returned Licensed Products received by Seller prior to March 31, 2007 which were sold and againstdelivered by Seller prior to the Effective Date, (ii) chargeback claims and related administrative service fees for Licensed Products sold by Seller prior to the Effective Date, (iii) customer, supplier, vendor and manufacturer claims that arose prior to the Effective Date and received no later than one (1) year from the Effective Date, (iv) claims received within one (1) year of the Effective Date for indemnification under Section 14 of the License Agreement arising out of alleged defects in Licensed Products sold by Seller or its distributors, (v) claims by third parties relating to the execution of this Agreement and the transactions contemplated hereby, and agrees (vi) claims and liabilities arising from Seller’s actions prior to the Effective Date under or in respect of the Assigned Agreements defined below regardless of when such claims and liabilities accrue. Buyer shall afford Seller the opportuntity to defend promptly Buyer fromat Seller’s cost, all such claims, with counsel reasonably acceptable to Buyer, and reimburse Buyer forwill not settle or conmprise any such claims without Seller's prior written consent, any which consent will not be unreasonably withheld. Seller shall pay all Seller’s Indemnifiable Claims promptly upon the receipt of a written invoice for the same and shall pay all losses, damages, costs, costs and expenses, liabilities, obligations and claims of any kind, including, without limitation, environmental liabilities (whether involving personal injury reasonable attorney’s fees, arising from or property damage), reasonable attorneys' fees and other legal costs and expenses (hereinafter referred related to collectively as "Losses"), that Buyer and any Affiliate of Buyer may at any time suffer or incur, or become subject to, as a result of or in connection with: (i) any breach or inaccuracy the defense of any of the representations and warranties made by Seller in this Agreement or any other agreement or instrument delivered by Seller pursuant hereto; (ii) any failure of Seller to carry out, perform, satisfy and discharge any of its covenants, agreements, undertakings, liabilities or obligations under this Agreement or under any of the agreements and instruments delivered by Seller pursuant to this Agreement; (iii) claims by third parties (including governmental authorities) against Buyer relating to the construction, operation and ownership by Seller of the Assets and the performance by Seller under the Contracts in each case under this clause (iii) for the period prior to the Effective Time; (iv) any of the matters referenced in Schedules 3.5 and 3.11; (v) any violations of, or failure to operate in accordance with, necessary Permits prior to the effective time; (vi) failure by Seller to satisfy and perform any of the obligations set forth in Schedule 5.9 and any cost incurred to satisfy and perform any such obligation or resulting from any additional or modified terms under any Contracts (or substitute contracts) required for or resulting from the satisfaction and performance of such obligations; and (vii) any and all liabilities and obligations of Seller which are not expressly assumed by Buyer as Assumed Liabilities pursuant hereto;Seller’s Indemnifiable Claim.

Seller’s Indemnity. Seller agrees to indemnify and hold harmless Purchaser and its officers, directors, managers, partners, shareholders, members, employees, contractors, attorneys, representatives, successors, and assigns (athe “Purchaser Indemnitees”) Seller hereby indemnifies and holds Buyer harmless from and against, and agrees to defend promptly Buyer from, and reimburse Buyer for, against any and all costs, losses, liabilities, damages, litigation, claims, costs, and expenses, liabilitiesincluding reasonable attorneys’ fees and other expenses of investigation and defense (collectively, obligations and claims “Damages”) to which Purchaser Indemnitees may become subject or which are incurred in connection with, arise out of, result from, or are attributable to any breach of the terms of this Agreement or any kindcertificate or other document delivered hereunder or pursuant hereto by Seller, including, without limitation, environmental liabilities (whether involving personal injury any breach of any representation or property damage)warranty made by Seller or the failure by Seller to perform any of the covenants or obligations contained in this Agreement or in any certificate or other document delivered hereunder or pursuant this Agreement, reasonable attorneys' fees and other legal costs and expenses (hereinafter referred to collectively as "Losses")provided, however, that Buyer the indemnification obligations of Seller for Damages relating to a breach of representations, warranties or covenants in this Agreement or any ancillary document or instrument shall be subject to a cap equal to the Purchase Price. In addition, Seller will indemnify and hold harmless the Purchaser Indemnitees for any Affiliate of Buyer Damages to which the Purchaser Indemnitees may at any time suffer or incur, or become subject to, as a result of or which are incurred in connection with, arise out of, result from, or are attributable to: (i) any breach or inaccuracy by the operation of Seller before Closing and/or any use of the representations and warranties made by Seller in this Agreement or any other agreement or instrument delivered by Seller pursuant heretoAssets before Closing; (ii) any failure fraud or intentional misrepresentation of Seller to carry outSeller, perform, satisfy and discharge any of its covenants, agreements, undertakings, liabilities or obligations under this Agreement or under any of the agreements and instruments delivered by Seller pursuant to this Agreement; (iii) claims by third parties (including governmental authorities) against Buyer relating to the constructionany and all taxes, operation and ownership by fines, interest and/or penalties of Seller of the Assets and the performance by Seller under the Contracts in each case under this clause (iii) for the period prior to the Effective Timeall taxable periods ending on or before Closing; or (iv) any of the matters referenced in Schedules 3.5 and 3.11; (v) all taxes, fines, interest and/or penalties for failure to pay taxes imposed on Seller as a transferee or successor, by contract or pursuant to any violations oflaw, rule, or failure regulation, which taxes relate to operate in accordance with, necessary Permits prior to the effective time; (vi) failure by Seller to satisfy and perform any of the obligations set forth in Schedule 5.9 and any cost incurred to satisfy and perform any such obligation an event or resulting from any additional transaction occurring before or modified terms under any Contracts (or substitute contracts) required for or resulting from the satisfaction and performance of such obligations; and (vii) any and all liabilities and obligations of Seller which are not expressly assumed by Buyer as Assumed Liabilities pursuant hereto;on Closing.

Seller’s Indemnity. Subject to the limitations of Section 11.2(E), Sellers shall, jointly and severally, indemnify, defend and hold harmless the Buyer and its officers, directors, employees, partners, affiliates (aincluding but not limited to the Company and the Subsidiaries), agents, successors, subsidiaries and permitted assigns (collectively, the “Buyer Indemnified Group”) Seller hereby indemnifies and holds Buyer harmless from and against, and agrees to defend promptly Buyer from, and reimburse Buyer for, against any and all lossesliabilities, damages, costsobligations, expenses, liabilities, obligations claims and claims of any kind, expenses (including, without limitation, environmental liabilities costs of investigation and defense and reasonable attorney’s fees) (whether involving personal injury collectively “Losses”) that any member of the Buyer Indemnified Group sustains or property damage), reasonable attorneys' fees and other legal costs and expenses (hereinafter referred becomes subject to collectively as "Losses"), that Buyer and any Affiliate of Buyer may at any time suffer or incur, or become subject to, as a result of, arising out of or in connection with: relating to (i) any the breach or inaccuracy of any of the representations and warranties of the Seller Parties made by Seller herein (except those set forth in this Agreement or any other agreement or instrument delivered by Seller pursuant hereto; Section 3), (ii) the breach of any failure of Seller to carry out, perform, satisfy and discharge any of its covenants, agreements, undertakings, liabilities covenants or obligations under this Agreement or under any agreements of the agreements and instruments delivered by Seller pursuant to this Agreement; Parties made herein, (iii) claims by third parties any Third Party Claims (including governmental authoritiesas defined in Section 11.2(C) against Buyer below) arising out of or relating to the construction, operation and ownership by Seller of the Assets Shares, the operation of the Company and the performance by Seller under Subsidiaries or the Contracts conduct of the business of the Company and the Subsidiaries (or any of them) in each case under this clause (iii) for the any period prior to the Effective Time; Closing Date, (iv) any penalties or interest related to any state sales, use, income, franchise or property Tax of the matters referenced in Schedules 3.5 and 3.11; Company or any of the Subsidiaries due but unpaid as of the Closing Date, (v) any violations ofstate sales, use, income, franchise or failure property Tax (exclusive of any penalties or interest) of the Company or any of the Subsidiaries due but unpaid as of the Closing Date and that HTRN or any wholly-owned subsidiary thereof (including the Company) is or becomes obligated to operate in accordance withpay or agrees to pay, necessary Permits prior to the effective time; and (vi) the failure of the Company or any Subsidiary as of the Closing Date to be duly qualified to do business as a foreign organization and to be in good standing under the laws of each state or other jurisdiction in which either the ownership or use of the properties owned or used by it, or the nature of the activities conducted by it, requires such qualification. Subject to the limitations of Section 11.2(E), each Seller and Additional Seller shall, severally and not jointly, indemnify, defend and hold harmless each member of the Buyer Indemnified Group from and against any and all Losses that any member of the Buyer Indemnified Group sustains or becomes subject to satisfy and perform as a result of, arising out of or relating to the breach by such Seller or Additional Seller, as the case may be, of any of the obligations representations and warranties set forth in Schedule 5.9 and any cost incurred to satisfy and perform any such obligation or resulting from any additional or modified terms under any Contracts (or substitute contracts) required for or resulting from the satisfaction and performance of such obligations; and (vii) any and all liabilities and obligations of Seller which are not expressly assumed by Buyer as Assumed Liabilities pursuant hereto;Section 3 herein.

Seller’s Indemnity. (ai) From and after the Closing, each Seller hereby indemnifies shall, severally and holds not jointly, and in proportion to their relative ownership of Purchased Shares, indemnify and defend Buyer, and each of its successors and assigns, officers, directors, employees, advisors, and affiliates (as applicable, the “Buyer Indemnified Party”), and hold each of them harmless from and against, and agrees to defend promptly Buyer from, and reimburse Buyer for, against any and all lossesclaims, damagesjudgments, costsproceedings, expensesactions, suits, investigations, liabilities, obligations losses, reasonable costs (including the reasonable fees and claims disbursements of any kind, including, without limitation, environmental liabilities (whether involving personal injury or property damageattorneys), reasonable attorneys' fees expenses and other legal costs and expenses damages, including without limitation under federal or provincial or state securities laws, but excluding any incidental, consequential or punitive damages, (hereinafter referred to collectively as "Losses")collectively, that Buyer and any Affiliate of Buyer may at any time suffer “Damages”) directly or incurindirectly based on, or become subject to, as a result arising out of or in connection withrelating to: (iA) any breach of or inaccuracy in any representation or warranty of the Company set forth in this Agreement; (B) any breach of any covenant or agreement of the representations and warranties made by Seller Company set forth in this Agreement or any of the other agreement agreements, certificates and instruments delivered or instrument required to be delivered hereunder or in connection with the transactions contemplated by Seller pursuant heretothis Agreement to be performed at or prior to the Closing; (iiC) any failure liability of the Company that accrues after the Closing Date for Taxes for all periods ending on or before the Closing Date (the “Pre-Closing Periods”), including, but not limited to Taxes for a Pre-Closing Period arising as a result of any federal or provincial governmental action, including any audit, assessment or reassessment of the Company before or after the Closing Date; and (D) any liability of the Company as a result of any federal or provincial governmental action, including any audit, assessment or reassessment in respect of the SRED Claim (as such term is defined in Section 2(g)) (collectively, “Buyer Indemnity Claims”). In addition, each of the Sellers individually agrees to indemnify and defend the Buyer Indemnified Parties, and hold each of them harmless from and against any and all Damages directly or indirectly based on, arising out of or relating to any breach or inaccuracy in any representation or warranty of that Seller to carry out, perform, satisfy and discharge any set forth in Section 4 of its covenants, agreements, undertakings, liabilities or obligations under this Agreement or with respect to any breach of covenant of and by that Seller under any of the agreements and instruments delivered by Seller pursuant to this Agreement; (iii) claims by third parties (including governmental authorities) against Buyer relating to the construction, operation and ownership by Seller of the Assets and the performance by Seller under the Contracts in each case under this clause (iii) for the period prior to the Effective Time; (iv) any of the matters referenced in Schedules 3.5 and 3.11; (v) any violations of, or failure to operate in accordance with, necessary Permits prior to the effective time; (vi) failure by Seller to satisfy and perform any of the obligations set forth in Schedule 5.9 and any cost incurred to satisfy and perform any such obligation or resulting from any additional or modified terms under any Contracts (or substitute contracts) required for or resulting from the satisfaction and performance of such obligations; and (vii) any and all liabilities and obligations of Seller which are not expressly assumed by Buyer as Assumed Liabilities pursuant hereto;.

Seller’s Indemnity. The Seller shall be liable to indemnify, defend and hold harmless and shall keep indemnified, the Buyer from and against any and all losses, damages, penalties, costs and expenses (aincluding reasonable attorney’s fees and expenses) (collectively “Damages”), [actually] incurred by the Buyer resulting from claims, actions, demands, or assessments, [directly] by reason of any breach of any [Seller’s Warranties] or covenant of the Seller hereby indemnifies contained in this Agreement or any Ancillary Agreements. [The Seller shall not be liable for any consequential, indirect or remote losses or damages.] For the purposes of this Clause, the Buyer shall invoke its rights to be indemnified under the applicable periods set out in Clause 11 and holds not thereafter. It is further clarified that the Buyer shall not have any right to make any claim in respect of Seller’s Warranties after the expiry of applicable periods set out in Clause 11. Notwithstanding any contrary provision, as long as the claim is asserted by the Buyer in accordance with this Clause 12 on a timely basis, the claim shall continue to be valid and assertable even though the survival period may subsequently expire before the claim is resolved. On receipt of any notice of the assertion of any claim from the Buyer, which would entitle the Buyer to claim indemnification from the Seller under this Clause 12, the Buyer shall within thirty (30) days thereof provide a written notice of the same to the Seller along with all the relevant documents available with it in respect of the said claim specifying the claim, the amount claimed by the third party and the date on which the claim arose. [The Seller shall be entitled to, but not obliged to, participate in and control the defence or disposition of any such Proceeding at its own expense. If the Seller elects to control the defence of any such Proceeding, the Buyer shall render all necessary assistance including access to personnel and to all relevant documents and records that it possesses or controls to the extent necessary for the purposes of investigating the matter and enabling the Seller to take the action referred to in this Clause and the Seller shall be entitled to take copies of the documents and records. If the Seller takes control of the defence of any such Proceeding, it shall be deemed that the claim in respect of which such Proceeding has been filed, falls within the scope of this indemnity Clause and the Seller shall indemnify the Buyer.] The Buyer shall give information and assistance that the Seller may reasonably request, at the cost of the Seller, to dispute, resist, appeal, compromise, defend, remedy or mitigate the matter or enforce against the third party the Seller’s right in relation to the matter and in connection with proceedings related to the matter, use reputable advisers and lawyers. The Seller shall not settle any such Proceeding without the prior written consent of the Buyer, which consent shall not be unreasonably withheld. Save and except a claim arising out of anything contained in Schedule [●] (“Schedule [●] Claim”), no claim which is of a value of Rs. [●] or less shall be made by the Buyer against the Seller. No claims shall be made by the Buyer against the Seller, until the aggregate of all claims and/or series of related claims against the Seller exceeds Rs. [●] (Rupees [●] only) in which case the aggregate of all such claims, including claims of less than Rs. [●] (except Schedule [●] Claims, each claim shall individually value Rs. [●] (Rupees [●] only) or more), shall be recoverable. For clarity, the minimum threshold of Rs. [●] shall not apply to a Schedule [●] Claim. [Notwithstanding anything contained in this Agreement, the entire liability of the Seller whether the claim is made under this Agreement and/or under any of the Ancillary Agreements or under equity/Law shall not be more than Rs. [●].] Notwithstanding what is set out under Clauses 12.1 to 12.5 hereinabove, the Seller shall indemnify and keep indemnified, and shall defend and hold the Buyer harmless from and against, and agrees shall reimburse, to defend promptly the full extent, the Buyer from, and reimburse in relation to the claims or losses incurred or suffered by the Buyer for, any and all losses, damages, costs, expenses, liabilities, obligations and claims of any kind, including, without limitation, environmental liabilities (whether involving personal injury or property damage), reasonable attorneys' fees and other legal costs and expenses (hereinafter referred to collectively as "Losses"), that Buyer and any Affiliate of Buyer may at any time suffer or incur, or become subject to, as a result arising out of or in connection with: (i) any breach or inaccuracy of any of the representations and warranties made by Seller in this Agreement or any other agreement or instrument delivered by Seller pursuant hereto; (ii) any failure of Seller to carry out, perform, satisfy and discharge any of its covenants, agreements, undertakings, liabilities or obligations under this Agreement or under any of the agreements and instruments delivered by Seller pursuant to this Agreement; (iii) claims by third parties (including governmental authorities) against Buyer relating relation to the construction, operation and ownership by Seller of the Assets and the performance by Seller under the Contracts in each case under this clause (iii) for the period prior to the Effective Time; (iv) any of the matters referenced in Schedules 3.5 and 3.11; (v) any violations of, or failure to operate in accordance with, necessary Permits prior to the effective time; (vi) failure by Seller to satisfy and perform any of the obligations set forth in Schedule 5.9 and any cost incurred to satisfy and perform any such obligation or resulting from any additional or modified terms under any Contracts (or substitute contracts) required for or resulting from the satisfaction and performance of such obligations; and (vii) any and all liabilities and obligations of Seller which are not expressly assumed by Buyer as Assumed Liabilities pursuant hereto;Refund Assets.

Seller’s Indemnity. (a) Seller hereby indemnifies The Sellers will jointly and holds severally indemnify and hold harmless the Buyer harmless from and against, and agrees to defend promptly reimburse the Buyer from, and reimburse Buyer on demand for, any and all lossesliability, damagesdamage, costsloss, expensesobligation, liabilitiesdemand, obligations and claims of any kindjudgment, includingfine, without limitationpenalty, environmental liabilities cost or expense (whether involving personal injury or property damage), including reasonable attorneys' fees and other legal expenses, and the costs and expenses (hereinafter referred to collectively as "Losses")of investigation incurred in defending against or settling such liability, that Buyer damage, loss, cost or expense or claim therefor and any Affiliate of amounts paid in settlement thereof) imposed on or reasonably incurred by the Buyer may at any time suffer or incur, or become subject to, as a result of or in connection with: (i) any misrepresentation or breach or inaccuracy of any representation or warranty of the representations Sellers under this Agreement; and warranties made by Seller in this Agreement or any other agreement or instrument delivered by Seller pursuant hereto; (ii) any breach of any agreement, obligation or covenant set forth herein on the part of the Sellers under this Agreement, (iii) any liabilities, deficiencies or obligations resulting from the failure of Seller the Company or the Sellers to carry outpay any Taxes relating to any period prior to the Closing, performincluding any obligations of Buyer imposed by Section 338(h)(10) of the Code or the treasury regulations promulgated thereunder, satisfy and discharge (iv) any liabilities of its covenantsthe Company whether accrued, agreementsabsolute, undertakingscontingent or otherwise that have been incurred for any period prior to the Closing Date that are not disclosed on the Financial Statements, liabilities provided, however, that any such liability may be offset by amounts of such liability billed to, and collected within ninety (90) days of such billing from, a customer (collectively, the "Buyer's Damages"). "Buyer's Damages" as used herein is not limited to matters asserted by third parties, but includes damages incurred or obligations sustained by the Buyer in the absence of claims by a third party. Buyer shall have the right to set off any Buyer's Damages incurred against any amounts due from Buyer to Sellers under this Agreement or under any of the agreements and instruments delivered by Seller pursuant to this Agreement; (iii) claims by third parties (including governmental authorities) against Buyer relating to the construction, operation and ownership by Seller of the Assets and the performance by Seller under the Contracts in each case under this clause (iii) for the period prior to the Effective Time; (iv) any of the matters referenced in Schedules 3.5 and 3.11; (v) any violations of, or failure to operate in accordance with, necessary Permits prior to the effective time; (vi) failure by Seller to satisfy and perform any of the obligations set forth in Schedule 5.9 and any cost incurred to satisfy and perform any such obligation or resulting from any additional or modified terms under any Contracts (or substitute contracts) required for or resulting from the satisfaction and performance of such obligations; and (vii) any and all liabilities and obligations of Seller which are not expressly assumed by Buyer as Assumed Liabilities pursuant hereto;otherwise.

Seller’s Indemnity. (a) Seller hereby indemnifies agrees to indemnify and holds hold the Company and Buyer harmless from and against, and agrees to defend promptly the Company and Buyer from, from and to reimburse the Company and Buyer for, any and all losses, damages, costs, expenses, liabilities, obligations and claims of any kind, including, without limitation, environmental liabilities (whether involving personal injury or property damage), reasonable attorneys' fees and other legal costs and expenses (hereinafter referred to collectively as "Losses"), that either Buyer and any Affiliate of Buyer or the Company may at any time suffer or incur, or become subject to, as a result of or in connection with: with (i) any breach or inaccuracy of any of the representations and warranties made by Seller in or pursuant to this Agreement or any other agreement or instrument delivered by Seller pursuant hereto; Agreement, (ii) any failure of by Seller to carry out, perform, satisfy and discharge perform any of its covenants, agreements, undertakings, liabilities or obligations under this Agreement or under any of the agreements covenants and instruments delivered by Seller pursuant to this Agreement; (iii) claims by third parties (including governmental authorities) against Buyer relating to the construction, operation and ownership by Seller of the Assets and the performance by Seller under the Contracts in each case under this clause (iii) for the period prior to the Effective Time; (iv) any of the matters referenced in Schedules 3.5 and 3.11; (v) any violations of, or failure to operate in accordance with, necessary Permits prior to the effective time; (vi) failure by Seller to satisfy and perform any of the obligations set forth in Schedule 5.9 this Agreement or in any document or instrument delivered pursuant hereto and any cost incurred (iii) those matters set forth in Exhibit 8.1 attached hereto, to satisfy the extent such matters are not reserved against on the Final Balance Sheet; provided, however, that Seller shall not be required to indemnify Buyer or the Company pursuant to Section 8.1(a)(i) hereof in respect of the representations and perform any warranties made by Seller unless such obligation right is asserted (whether or resulting from any additional not such Losses have actually been incurred) by notice to Seller within two years of the Closing Date (or, in the case of the representations and warranties set forth (x) in Section 3.4 hereof, without time limitation, (y) in Sections 3.20 and 3.21 hereof, the applicable statute of limitations with respect to such tax and ERISA matters or modified terms under any Contracts (or substitute contractsz) required for or resulting from in Section 3.26 hereof, within five years of the satisfaction and performance of such obligationsClosing Date) describing with specificity the facts giving rise to the asserted right; and (viiprovided, further, that Seller shall not be required to indemnify Buyer or the Company pursuant to Section 8.1(a)(1) any in respect of the representations and warranties made by Seller unless and until the amount of all liabilities and Losses for which indemnification is sought hereunder first exceeds $250,000, in which event all Losses shall be subject to indemnification. Seller's aggregate obligations of Seller which are not expressly assumed by Buyer as Assumed Liabilities pursuant hereto;to this Section 8.1(a) shall in no event exceed the Final Purchase Price.

Seller’s Indemnity. (a) From and after the Closing, Seller hereby indemnifies agrees to save, protect, defend, indemnify and holds Buyer hold harmless Purchaser and Purchaser’s Indemnitees from and against, and agrees to defend promptly Buyer from, and reimburse Buyer for, against any and all lossesloss, damagesdamage, costsclaim, expensescause of action, liabilitiescost or expense or any other Liabilities, obligations and claims incurred by Purchaser or its Indemnitees by reason of any kind, including, without limitation, environmental liabilities (whether involving personal injury or property damage), reasonable attorneys' fees and other legal costs and expenses (hereinafter referred to collectively as "Losses"), that Buyer and any Affiliate of Buyer may at any time suffer or incur, or become subject to, as a result of or in connection with: (i) any material breach or inaccuracy of any of the representations and warranties made by Seller in this Agreement or any other agreement or instrument delivered by Seller pursuant hereto; Seller’s covenants in Article X, subject in each instance, to the terms of this Agreement, including, but not limited to, the provisions of Section 5.3, (ii) any and all Retained Liabilities, (iii) any failure of Seller or Manager to carry outhave reported and/or paid any and all taxes assessed or assessable by the City of Minneapolis, performthe County of Hennepin, satisfy and discharge the State of Minnesota or any of its covenants, agreements, undertakings, liabilities other governmental authority arising or obligations under this Agreement or under related in any of the agreements and instruments delivered by Seller pursuant to this Agreement; (iii) claims by third parties (including governmental authorities) against Buyer relating way to the construction, operation and ownership by Seller of the Assets and the performance by Seller under the Contracts in each case under this clause (iii) Hotel for the period prior to the Effective Time; Closing, as well as any and all penalties and interest related to any such taxes (including, without limitation, costs incurred in connection with or as a result of any audit, tax inquiry or other proceeding), which are assessed against Purchaser, and (iv) damage to property or injury to or death of any of person or any claims for any debt or obligations occurring on, or in connection with, the matters referenced in Schedules 3.5 and 3.11; Property or any portion thereof at any time or times prior to Closing (vexpressly excluding Liabilities (x) any violations for changes to, remediation of, or failure repairs to operate the physical, structural, or environmental condition of the Property or (y) to any governmental authority relating to the physical condition, structural or environmental condition of the property, in each case, except to the extent the same expressly constitutes a breach of a Seller Representation in accordance with, necessary Permits prior and subject to the effective time; terms of, clause (vii) failure above), but specifically excluding, in each instance of clauses (i) through (iv), (A) any Liabilities for which Purchaser is indemnifying Seller for under Section 5.4(a) above, (B) any Liabilities consisting of liabilities or obligations for which Purchaser received a credit at Closing (but only to the extent of such credit theretofore received by Seller Purchaser), (C) any Liabilities consisting of contractual liabilities or obligations which Purchaser expressly assumed at Closing, and (D) except to satisfy the extent the same arises as a result of a breach of Seller’s representations and perform any of the obligations warranties set forth in Schedule 5.9 and the last sentence of Section 5.1(c) or Section 5.1(g), any cost Liabilities incurred in relation to satisfy and perform any such obligation or the physical condition of the Property (including without limitation, the environmental condition of the Real Property) other than Liabilities resulting from injury to or death of any additional or modified terms under any Contracts (or substitute contracts) required for or person prior to Closing resulting from the satisfaction physical condition (but not environmental condition) of the Property. For avoidance of doubt, in the event that the Closing does not occur, Purchaser’s remedies shall be expressly limited to the terms and performance conditions of such obligations; and (vii) any and all liabilities and Section 15.2, including, but not limited to Seller’s indemnification obligations of Seller which are not expressly assumed by Buyer as Assumed Liabilities pursuant hereto;referenced therein.

Seller’s Indemnity. (a) From and after the Closing, Seller hereby indemnifies agrees to save, protect, defend, indemnify and holds Buyer hold harmless Purchaser and Purchaser’s Indemnitees from and against, and agrees to defend promptly Buyer from, and reimburse Buyer for, against any and all lossesloss, damagesdamage, costsclaim, expensescause of action, liabilitiescost or expense or any other Liabilities, obligations and claims incurred by Purchaser or its Indemnitees by reason of any kind, including, without limitation, environmental liabilities (whether involving personal injury or property damage), reasonable attorneys' fees and other legal costs and expenses (hereinafter referred to collectively as "Losses"), that Buyer and any Affiliate of Buyer may at any time suffer or incur, or become subject to, as a result of or in connection with: (i) any material breach or inaccuracy of any of the representations and warranties made by Seller in this Agreement or any other agreement or instrument delivered by Seller pursuant hereto; Seller’s covenants in Article X, subject in each instance, to the terms of this Agreement, including, but not limited to, the provisions of Section 5.3, (ii) any and all Retained Liabilities, (iii) any failure of Seller or Manager to carry outhave reported and/or paid any and all taxes assessed or assessable by the City of Dallas, performthe County of Dallas, satisfy and discharge the State of Texas or any of its covenants, agreements, undertakings, liabilities other governmental authority arising or obligations under this Agreement or under related in any of the agreements and instruments delivered by Seller pursuant to this Agreement; (iii) claims by third parties (including governmental authorities) against Buyer relating way to the construction, operation and ownership by Seller of the Assets and the performance by Seller under the Contracts in each case under this clause (iii) Hotel for the period prior to the Effective Time; Closing, as well as any and all penalties and interest related to any such taxes (including, without limitation, costs incurred in connection with or as a result of any audit, tax inquiry or other proceeding), which are assessed against Purchaser, and (iv) damage to property or injury to or death of any of person or any claims for any debt or obligations occurring on, or in connection with, the matters referenced in Schedules 3.5 and 3.11; Property or any portion thereof at any time or times prior to Closing (vexpressly excluding Liabilities (x) any violations for changes to, remediation of, or failure repairs to operate the physical, structural, or environmental condition of the Property or (y) to any governmental authority relating to the physical condition, structural or environmental condition of the property, in each case, except to the extent the same expressly constitutes a breach of a Seller Representation in accordance with, necessary Permits prior and subject to the effective time; terms of, clause (vii) failure above), but specifically excluding, in each instance of clauses (i) through (iv), (A) any Liabilities for which Purchaser is indemnifying Seller for under Section 5.4(a) above, (B) any Liabilities consisting of liabilities or obligations for which Purchaser received a credit at Closing (but only to the extent of such credit theretofore received by Seller Purchaser), (C) any Liabilities consisting of contractual liabilities or obligations which Purchaser expressly assumed at Closing including, but not limited to, Liabilities that Purchaser assumes pursuant to satisfy any document or other written agreement entered into in connection with the Closing, and perform any (D) except to the extent the same arises as a result of the obligations a breach of Seller’s representations and warranties set forth in Schedule 5.9 and the last sentence of Section 5.1(c) or Section 5.1(g), any cost Liabilities incurred in relation to satisfy and perform any such obligation or the physical condition of the Property (including without limitation, the environmental condition of the Real Property) other than Liabilities resulting from injury to or death of any additional or modified terms under any Contracts (or substitute contracts) required for or person prior to Closing resulting from the satisfaction physical condition (but not environmental condition) of the Property. For avoidance of doubt, in the event that the Closing does not occur, Purchaser’s remedies shall be expressly limited to the terms and performance conditions of such obligations; and (vii) any and all liabilities and Section 16.2, including, but not limited to Seller’s indemnification obligations of Seller which are not expressly assumed by Buyer as Assumed Liabilities pursuant hereto;referenced therein.

Seller’s Indemnity. Seller agrees to indemnify and hold harmless Purchaser and its officers, directors, managers, partners, shareholders, members, employees, contractors, attorneys, representatives, successors, and assigns (athe “Purchaser Indemnitees”) Seller hereby indemnifies and holds Buyer harmless from and against, and agrees to defend promptly Buyer from, and reimburse Buyer for, against any and all costs, losses, liabilities, damages, litigation, claims, costs, and expenses, liabilitiesincluding reasonable attorneys’ fees and other expenses of investigation and defense (collectively, obligations and claims “Damages”) to which Purchaser Indemnitees may become subject or which are incurred in connection with, arise out of, result from, or are attributable to any breach of the terms of this Agreement or any kindcertificate or other document delivered hereunder or pursuant hereto by Seller, including, without limitation, environmental liabilities (whether involving personal injury any breach of any representation or property damage)warranty made by Seller or the failure by Seller to perform any of the covenants or obligations contained in this Agreement or in any certificate or other document delivered hereunder or pursuant this Agreement. In addition, reasonable attorneys' fees Seller will indemnify and other legal costs and expenses (hereinafter referred hold harmless the Purchaser Indemnitees for any Damages to collectively as "Losses"), that Buyer and any Affiliate of Buyer which the Purchaser Indemnitees may at any time suffer or incur, or become subject to, as a result of or which are incurred in connection with, arise out of, result from, or are attributable to: (i) any breach or inaccuracy by the operation of Seller before Closing and/or any use of the representations and warranties made by Seller in this Agreement or any other agreement or instrument delivered by Seller pursuant heretoAssets before Closing; (ii) any failure fraud or intentional misrepresentation of Seller to carry outSeller, perform, satisfy and discharge any of its covenants, agreements, undertakings, liabilities or obligations under this Agreement or under any of the agreements and instruments delivered by Seller pursuant to this Agreement; (iii) claims by third parties (including governmental authorities) against Buyer relating to the constructionany and all taxes, operation and ownership by fines, interest and/or penalties of Seller of the Assets and the performance by Seller under the Contracts in each case under this clause (iii) for the period prior to the Effective Timeall taxable periods ending on or before Closing; (iv) any of the matters referenced in Schedules 3.5 and 3.11all taxes, fines, interest and/or penalties for failure to pay taxes imposed on Seller as a transferee or successor, by contract or pursuant to any law, rule, or regulation, which taxes relate to an event or transaction occurring before or on Closing; or (v) any violations ofand all taxes, or fines, interest and/or penalties for failure to operate in accordance with, necessary Permits prior pay taxes imposed on the Purchaser Indemnitees related to the effective time; (vi) failure by Seller to satisfy and perform any tax treatment of the obligations set forth in Schedule 5.9 and any cost incurred to satisfy and perform any such obligation or resulting from any additional or modified terms under any Contracts (or substitute contracts) required for or resulting from purchase of the satisfaction and performance of such obligations; and (vii) any and all liabilities and obligations of Seller which are not expressly assumed by Buyer as Assumed Liabilities pursuant hereto;Assets.

Seller’s Indemnity. (a) Seller hereby indemnifies shall indemnify and holds Buyer hold Purchaser harmless for, from and against, and agrees to defend promptly Buyer from, and reimburse Buyer for, against any and all lossesclaims, damages, costsdemands, expensescauses of action, liabilities, obligations and claims of any kindlawsuits, includingjudgments, without limitationlosses, environmental liabilities (whether involving personal injury or property damage), reasonable attorneys' fees and other legal costs and expenses (hereinafter referred to collectively as "Losses")including, that Buyer and any Affiliate of Buyer may at any time suffer or incur, or become subject but not limited to, attorneys' fees) (collectively, the “Claims”) incurred by Purchaser by reason of or arising out of or related to the failure of Seller’s representations and warranties set forth in Section 3.1 to be true and correct in all material respects as of the Effective Date and, subject to Section 3.4 hereof, as of the Closing Date except to the extent such Claims arise as a result of Purchaser’s negligence or misconduct. Any action brought by Purchaser in connection with: with such indemnity shall be commenced during the Survival Period or shall be forever barred and waived. Further, Seller shall indemnify and hold Purchaser harmless for, from and against any and all Claims incurred by Purchaser by reason of or arising out of or related to (i) any breach liabilities for damages to third parties that are based upon matters relating to the use, operation, ownership, maintenance or inaccuracy of any construction of the representations Property prior to the Closing Date (excluding (A) matters related to the physical condition of the Property not causing death or injury to third parties and warranties made by for which Seller in is expressly released under this Agreement or any other agreement or instrument delivered by Seller pursuant hereto; and (B) liabilities for which Purchaser receives a credit at the Closing), (ii) any failure of Seller to carry out, perform, satisfy the Existing Litigation and discharge any of its covenants, agreements, undertakings, liabilities or obligations under this Agreement or under any of the agreements and instruments delivered by Seller pursuant to this Agreement; (iii) claims by third parties (including governmental authorities) against Buyer relating liabilities under the Property Leases for common area maintenance charges accruing on or before May 31, 2023, which indemnity shall be without limitation as to time and which indemnity shall not be subject to the constructionlimitations on Seller’s liability (i.e., operation and ownership by Seller of the Assets and the performance by Seller under the Contracts in each case under this clause (iiifloor, cap, etc.) for the period prior to the Effective Time; (iv) any of the matters referenced in Schedules 3.5 and 3.11; (v) any violations of, or failure to operate in accordance with, necessary Permits prior to the effective time; (vi) failure by Seller to satisfy and perform any of the obligations set forth in Schedule 5.9 and any cost incurred to satisfy and perform any such obligation or resulting from any additional or modified terms under any Contracts (or substitute contracts) required for or resulting from the satisfaction and performance of such obligations; and (vii) any and all liabilities and Section 12.3 hereof. All indemnification obligations of Seller which are not expressly assumed by Buyer as Assumed Liabilities pursuant hereto;hereunder shall survive the Closing.

Seller’s Indemnity. (a) Seller and each Shareholder hereby indemnifies jointly and holds severally agree to indemnify and hold Buyer harmless from and against, and agrees agree to defend promptly Buyer from, from and reimburse Buyer for, any and all losses, damages, costs, expenses, liabilities, obligations and claims of any kind, including, without limitation, environmental liabilities (whether involving personal injury or property damage), reasonable attorneys' fees and other legal costs and expenses (hereinafter referred to collectively as "Losses"), that Buyer and any Affiliate of Buyer may at any time suffer or incur, or become subject to, as a result of or in connection with: (i) any breach or inaccuracy of any of the representations and warranties made by Seller and the Shareholders in or pursuant to this Agreement or any other agreement or instrument delivered by Seller pursuant heretoAgreement; (ii) any matter set forth on Schedule 3.5 attached hereto; (iii) any failure of Seller or the Shareholders to carry out, perform, satisfy and discharge any of its or their covenants, agreements, undertakings, liabilities or obligations under this Agreement or under any of the agreements documents and instruments delivered by Seller or the Shareholders pursuant to this Agreement; and (iiiiv) claims by third parties (including governmental authorities) against Buyer relating to the construction, operation and ownership by Seller of the Assets and Assets, the performance by Seller under the Contracts in each case under this clause (iii) for and the period conduct of its business prior to the Effective TimeTime of Closing; (ivprovided, however, that Buyer shall have the right to be indemnified, held harmless from, defended or reimbursed under Section 8.1(a)(i) any in respect of the matters referenced in Schedules 3.5 representations and 3.11; (v) any violations of, or failure to operate in accordance with, necessary Permits prior to the effective time; (vi) failure warranties made by Seller to satisfy and perform any the Shareholders only if such right is asserted (whether or not such Losses have actually been incurred) on or before the tenth anniversary of the obligations set forth in Schedule 5.9 and any cost incurred to satisfy and perform any such obligation or resulting from any additional or modified terms under any Contracts (or substitute contracts) required for or resulting from the satisfaction and performance of such obligations; and (vii) any and all liabilities and obligations of Seller which are not expressly assumed by Buyer as Assumed Liabilities pursuant hereto;Closing Date.

Seller’s Indemnity. (a) Seller hereby indemnifies agrees to indemnify and holds Buyer hold Buyer, the Company and its Subsidiaries harmless from and against, and agrees to defend promptly Buyer fromBuyer, the Company and its Subsidiaries from and to reimburse Buyer Buyer, the Company and its Subsidiaries for, any and all losses, damages, costs, expenses, liabilities, obligations and claims of any kind, including, without limitation, environmental liabilities (whether involving personal injury or property damage), reasonable attorneys' ’ fees and other legal costs and expenses (hereinafter referred to collectively as "“Losses"”), that Buyer Buyer, the Company and any Affiliate of Buyer its Subsidiaries may at any time suffer or incur, or become subject to, as a result of or in connection with: with (i) any breach or inaccuracy of any of the representations and warranties made by Seller in this Agreement or any other agreement or instrument delivered by Seller pursuant hereto; Agreement, (ii) any failure of by Seller to carry out, perform, satisfy and discharge perform any of its covenants, agreements, undertakings, liabilities or obligations under this Agreement or under any of the agreements covenants and instruments delivered by Seller pursuant to this Agreement; (iii) claims by third parties (including governmental authorities) against Buyer relating to the construction, operation and ownership by Seller of the Assets and the performance by Seller under the Contracts in each case under this clause (iii) for the period prior to the Effective Time; (iv) any of the matters referenced in Schedules 3.5 and 3.11; (v) any violations of, or failure to operate in accordance with, necessary Permits prior to the effective time; (vi) failure by Seller to satisfy and perform any of the obligations set forth in Schedule 5.9 this Agreement or in any agreement, document or instrument delivered pursuant hereto (iii) the Excluded Assets, the obligations arising from and any cost incurred after the Effective Time of Closing under the Excluded Contracts assigned to satisfy and perform any such obligation Seller or resulting from any additional or modified terms under any Contracts (or substitute contracts) required for or resulting from the satisfaction and performance of such obligations; its Affiliatesor Excluded Liabilities and (viiiv) any those matters set forth in Exhibit 8.1 attached hereto; provided, however, that Seller shall not be required to indemnify Buyer, the Company and all liabilities its Subsidiaries pursuant to Section 8.1(a)(i) hereof in respect of the representations and obligations of warranties made by Seller which are unless such right to indemnification is asserted by Buyer, the Company or its Subsidiaries (whether or not expressly assumed such Losses have actually been incurred) by Buyer as Assumed Liabilities pursuant hereto;written notice to Seller within the following time periods:

Seller’s Indemnity. (a) Upon closing of the transactions contemplated herein, Seller hereby indemnifies agrees to indemnify and holds Buyer hold Buyer, its Affiliates, successors and assigns and their respective representatives ("Buyer's Indemnitees") harmless from and against, and agrees to defend promptly Buyer from, Buyer's Indemnitees from and reimburse Buyer Buyer's Indemnitees for, any and all losses, damages, costs, expenses, liabilities, obligations and claims of any kind, including, without limitation, environmental liabilities (whether involving personal injury or property damage), reasonable attorneys' fees and other legal costs and expenses (hereinafter referred to collectively as collectively, the "Losses"), that Buyer and any Affiliate of Buyer Buyer's Indemnitees may at any time suffer or incur, or become subject to, as a result of arising, directly or indirectly from, or in connection with: (i) any breach or inaccuracy of any of the representations and warranties made by Seller in or pursuant to this Agreement or any other agreement instrument or instrument delivered document executed by Seller pursuant heretoin connection with or as a result of this Agreement; (ii) any failure breach by Seller of any covenant or obligation of Seller to carry out, perform, satisfy and discharge any of its covenants, agreements, undertakings, liabilities or obligations under this Agreement or under any of the agreements and instruments delivered by Seller pursuant to in this Agreement; (iii) claims any claim by third parties any Person for brokerage or finder's fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by any such Person with Seller (including governmental authoritiesor any Person acting on its behalf) against Buyer relating to the construction, operation and ownership by Seller in connection with any of the Assets and the performance transactions contemplated by Seller under the Contracts in each case under this clause (iii) for the period prior to the Effective TimeAgreement; (iv) any liability of the matters referenced in Schedules 3.5 and 3.11Seller which is not an Assumed Liability (including any liability of Seller that becomes a liability of Buyer by operation of law under any bulk transfer law of any jurisdiction, under any common law doctrine of de facto merger or successor liability, or otherwise); (v) any violations of, or failure to operate liability in accordance with, necessary Permits prior respect of any Taxes relating to the effective timePurchased Assets attributable to any period beginning before and ending on the Closing Date; and (vi) failure by the Retained Liabilities (hereinafter referred to collectively as "Claims"); PROVIDED, HOWEVER, that Buyer's Indemnitees shall have the right to be indemnified, held harmless from, defended or reimbursed under SECTION 9.01(a) hereof only if Buyer has notified Seller to satisfy and perform any of such Claims within one (1) year of the obligations Closing Date, except the time limitation with respect to the representations set forth in Schedule 5.9 SECTIONS 3.07 and any cost incurred 3.09 shall be upon expiration of the applicable statute of limitations with respect to satisfy and perform any such obligation the tax or resulting from any additional or modified terms under any Contracts (or substitute contracts) required for or resulting from the satisfaction and performance of such obligations; and (vii) any and all liabilities and obligations of Seller which are not expressly assumed by Buyer as Assumed Liabilities pursuant hereto;environmental matters giving rise to a claim thereunder.

Seller’s Indemnity. (a) Seller hereby indemnifies agrees to indemnify and holds hold Buyer, its Affiliates and their respective officers, directors, managers, members, employees and agents (collectively, the "Buyer Indemnified Parties") harmless from and against, and agrees to defend promptly the Buyer from, Indemnified Parties from and to reimburse the Buyer Indemnified Parties for, any and all losses, damages, costs, diminution in value, expenses, liabilities, obligations and claims of any kind, including, without limitation, environmental liabilities (whether involving personal injury or property damage), reasonable attorneys' ’ fees and other legal costs and expenses (hereinafter referred to collectively as "Losses"), that the Buyer and any Affiliate of Buyer Indemnified Parties may at any time suffer or incur, or become subject to, as a result of or in connection with: with (i) any breach or inaccuracy of any of the representations and warranties made by Seller in or pursuant to this Agreement (it being understood that (i) the "except for" clause in Section 6.4 hereof and (ii) any waiver by Buyer of the condition to Closing set forth in Section 6.4 hereof shall not, in either case, in any way be deemed a waiver of Buyer’s right to indemnification pursuant to this Section 8.1(a)(i) for a breach or any other agreement inaccuracy of a representation or instrument delivered warranty made by Seller pursuant hereto; Seller), (ii) any failure of by Seller to carry out, perform, satisfy and discharge perform any of its covenants, agreements, undertakings, liabilities or covenants and obligations under set forth in this Agreement or under in any agreement, document or instrument delivered pursuant hereto (it being understood that (i) the "material" qualifiers in Section 6.1 hereof and (ii) any waiver by Buyer of the agreements and instruments delivered by Seller condition to Closing set forth in Section 6.1 hereof shall not, in either case, in any way be deemed a waiver of Buyer’s right to indemnification pursuant to this Agreement; Section 8.1(a)(ii) for the failure by Seller to perform any of its covenants or obligations set forth herein), (iii) claims by third parties (including governmental authorities) against the Buyer Indemnified Parties relating to the construction, operation and ownership by Seller of the Assets and the use of the items of real or personal property held by Seller pursuant to the Contracts, the performance by Seller under the Contracts in each case under this clause (iii) for and the period conduct of its U.S. Display Business prior to the Effective Time; Time of Closing, (iv) any product warranty claims asserted by customers of the matters referenced in Schedules 3.5 U.S. Display Business relating to products designed, manufactured, constructed, distributed, sold, leased, supported or installed by Seller or services performed by Seller prior to the Effective Time of Closing ("Product Warranty Claims"), and 3.11; (v) any violations ofother liability of Seller to third parties, other than any Assumed Liability (including without limitation any liability that becomes, or failure is alleged to operate have become, a liability of Buyer under any applicable bulk sales law, under any doctrine of de facto merger or successor liability, or otherwise by operation of Law); provided, however, that Seller shall not be required to indemnify the Buyer Indemnified Parties pursuant to Section 8.1((a))(i) hereof in accordance with, necessary Permits prior to respect of the effective time; (vi) failure representations and warranties made by Seller unless such right to satisfy and perform any of indemnification is asserted by the obligations set forth in Schedule 5.9 and any cost incurred Buyer Indemnified Parties (whether or not such Losses have actually been incurred) by written notice to satisfy and perform any such obligation or resulting from any additional or modified terms under any Contracts (or substitute contracts) required for or resulting from Seller within the satisfaction and performance of such obligations; and (vii) any and all liabilities and obligations of Seller which are not expressly assumed by Buyer as Assumed Liabilities pursuant hereto;following time periods:

Seller’s Indemnity. (a) Seller hereby indemnifies agrees to indemnify Purchaser and holds Buyer harmless from and the other Purchaser Indemnified Parties against, and agrees to defend promptly Buyer hold Purchaser and the other Purchaser Indemnified Parties harmless from, and reimburse Buyer forall claims, any and all demands, causes of action, losses, damages, costs, expenses, liabilities, obligations costs and claims of any kind, including, without limitation, environmental liabilities expenses (whether involving personal injury or property damage), including reasonable attorneys' fees and disbursements) asserted against or incurred by Purchaser or any of the other legal costs and expenses (hereinafter referred to collectively as "Losses"), that Buyer and any Affiliate of Buyer may at any time suffer or incur, or become subject to, as a result of or Purchaser Indemnified Parties in connection with: with or arising out of (i) any breach acts or inaccuracy omissions of Seller or Seller's Representatives, or other matters or occurrences that take place before the Closing and relate to the ownership, maintenance or operation of the Unit that could not be discoverable by a prospective purchaser in the prudent conduct of due diligence in connection with a transaction such as the one contemplated hereby (except to the extent caused by Purchaser's veto of any matter that is submitted to Purchaser as a Purchaser Consent Action) including all losses, costs, damages and expenses incurred by Purchaser and the other Purchaser Indemnified Parties arising from audits performed by current or former tenants of the representations Unit relating to escalations and warranties made pass-throughs charged by Seller prior to the Closing, (ii) a breach of any material representation, warranty or covenant of Seller contained in this Agreement or (iii) the breach of any other agreement material representation, warranty or instrument delivered by Seller pursuant hereto; (ii) any failure covenant of Seller to carry outSeller, performas purchaser, satisfy and discharge any of its covenants, agreements, undertakings, liabilities or contained in the Unit Two Contract. Seller's obligations under this Agreement or under any SECTION 19(a) shall survive the Closing for a period of one (1) year. Notwithstanding the agreements and instruments delivered by Seller pursuant foregoing, if a Breach Claim related to this Agreement; (iii) claims by third parties (including governmental authorities) against Buyer relating to the construction, operation and ownership by Seller of the Assets and the performance a representation made by Seller under the Contracts in each case under this clause (iii) for the period Agreement had been commenced prior to the Effective Time; (iv) any expiration of the matters referenced in Schedules 3.5 such one (1) year period and 3.11; (v) any violations ofis still pending on such date, or failure to operate in accordance with, necessary Permits prior Seller's obligations with respect solely to the effective time; (vi) failure by Seller to satisfy and perform any representation underlying the Breach Claim shall survive the Closing until the expiration of the obligations set forth in Schedule 5.9 and any cost incurred Net Worth Retention Period applicable to satisfy and perform any such obligation or resulting from any additional or modified terms under any Contracts (or substitute contracts) required for or resulting from the satisfaction and performance of such obligations; and (vii) any and all liabilities and obligations of Seller which are not expressly assumed by Buyer as Assumed Liabilities pursuant hereto;Breach Claim.

Seller’s Indemnity. (a) Seller hereby indemnifies and holds Buyer harmless from and against, and agrees to defend promptly protect and will, defend, indemnify and hold harmless Buyer fromand Buyer’s members, agents, attorneys, contractors, agents, successors, assigns and reimburse Buyer forrepresentatives (collectively, “Buyer’s Parties”) against and in respect of any and all debts, liabilities, obligations, losses, damages, deficiencies, costs, expensespayments, liabilitiespenalties, obligations and claims of any kindfines, amounts paid in settlement or other expenses (including, without limitation, environmental liabilities (whether involving personal injury or property damage), interest which may be imposed therewith and the reasonable attorneys' fees and other expenses of investigation and legal costs and expenses counsel) (hereinafter collectively referred to collectively as "“Losses"), that Buyer and any Affiliate of Buyer may at any time suffer or incur, or become subject to, as a result of or in connection with”) resulting from: (i) any misrepresentation or breach or inaccuracy of any representation, warranty, covenant, agreement or obligation by and of the representations and warranties Seller made by Seller in this Agreement or any (including, without limitation, all Exhibits and Schedules to this Agreement and all other agreement or instrument documents delivered by Seller pursuant heretounder this Agreement) or as provided in this Agreement; (ii) any claims, proceedings, actions or investigations made or brought by third parties based on or arising from acts, omissions or the existence of facts relating to the Seller, the Assets sold and transferred and the Assumed Liabilities assumed or Seller’s conduct of Seller’s Business occurring prior to the Closing; or (iii) the failure of Seller to carry out, perform, satisfy and perform or discharge when due any of its covenants, agreements, undertakings, liabilities or their obligations under this Agreement including, without limitation, the removal, termination or under any discharge of all Liens and the timely satisfaction of the agreements Retained Liabilities. Provided however, and instruments delivered by Seller pursuant to this Agreement; (iii) claims by third parties (including governmental authorities) against Buyer relating notwithstanding anything contained in the foregoing to the constructioncontrary, operation Seller shall not be required to indemnify Buyer and ownership by Seller of the Assets and the performance by Seller under the Contracts in each case under this clause (iii) for the period prior Buyer’s Parties from or against any Losses arising from Buyer’s or Buyer’s Parties’ negligent or willful acts or omissions to the Effective Time; (iv) any of the matters referenced in Schedules 3.5 and 3.11; (v) any violations of, or failure to operate in accordance with, necessary Permits prior to the effective time; (vi) failure by Seller to satisfy and perform any of the obligations set forth in Schedule 5.9 and any cost incurred to satisfy and perform any such obligation or resulting from any additional or modified terms under any Contracts (or substitute contracts) required for or resulting from the satisfaction and performance of such obligations; and (vii) any and all liabilities and obligations of Seller which are not expressly assumed by Buyer as Assumed Liabilities pursuant hereto;act.

Seller’s Indemnity. (a) After the Closing Date, Seller hereby indemnifies shall be responsible for and holds Buyer shall indemnify and hold harmless Purchaser, the Company and each Subsidiary from and against, and agrees to defend promptly Buyer from, and reimburse Buyer for, against any and all lossesLosses (collectively, damages, costs, expenses, liabilities, obligations and claims of any kind, including, without limitation, environmental liabilities (whether involving personal injury “Tax Losses”) arising from or property damage), reasonable attorneys' fees and other legal costs and expenses (hereinafter referred relating to collectively as "Losses"), that Buyer and any Affiliate of Buyer may at any time suffer or incur, or become subject to, as a result of or in connection with: (i) all Taxes and Tax-related fees (including Taxes and Tax-related fees resulting from the deemed sales of assets of a Subsidiary) for (A) any breach taxable periods ending on or inaccuracy before the Closing Date and (B) the portion of any taxable periods ending at the close of business on the Closing Date, in excess, in each case, of the amount specifically accrued as a reserve for such Tax as of the Closing Date (and which is listed as a liability on the accounts of the Company or any Subsidiary as of the Closing Date); (ii) any and all Tax Liability arising by reason of the Company being severally liable for any Taxes of another Person pursuant to Treasury Regulation section 1.1502-6 (or any predecessor or successor thereof or any analogous or similar provision of Law) with respect to any taxable period ending on or before the Closing Date and which is in excess of the amount specifically accrued as a reserve for such Taxes as of the Closing Date; (iii) the failure of any of the representations and warranties made contained in Section 3.08 to be true and correct in all respects (determined without regard to any qualification related to materiality contained therein); and (iv) the failure by Seller in this Agreement or any other agreement or instrument delivered by Seller pursuant hereto; (ii) Subsidiary to timely pay any failure of Seller and all Taxes required to carry out, perform, satisfy and discharge any of its covenants, agreements, undertakings, liabilities or obligations under this Agreement or under any of the agreements and instruments delivered be borne by Seller pursuant to this Agreement; (iii) claims by third parties (including governmental authorities) against Buyer relating Section 12.01. Notwithstanding anything to the constructioncontrary contained in this Agreement, operation and ownership by Seller no amounts of the Assets and the performance by Seller under the Contracts in each case indemnity shall be payable as a result of any claim arising under this clause Section 12.01 unless the Indemnified Party has given the Indemnifying Party a notice with respect to such claim, setting forth in reasonable detail the specific facts and circumstances pertaining thereto, (iiiA) for as soon as practical following the period time at which the Indemnified Party discovered such claim and (B) in any event prior to the Effective Time; (iv) any of date three years after the matters referenced in Schedules 3.5 and 3.11; (v) any violations of, or failure to operate in accordance with, necessary Permits prior to the effective time; (vi) failure by Seller to satisfy and perform any of the obligations set forth in Schedule 5.9 and any cost incurred to satisfy and perform any such obligation or resulting from any additional or modified terms under any Contracts (or substitute contracts) required for or resulting from the satisfaction and performance of such obligations; and (vii) any and all liabilities and obligations of Seller which are not expressly assumed by Buyer as Assumed Liabilities pursuant hereto;Closing Date.