Common use of Seller’s Indemnity Clause in Contracts

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 (the "Seller Indemnity Period") Seller shall defend, indemnify and hold harmless Purchaser from any and all bona fide third party claims asserted during the Seller Indemnity Period to the extent, and only to the extent, directly relating to the mispayment, nonpayment 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, any claim for indemnity arising under this Section 9.13 shall be made by written notice, together with a written description of any claims asserted stating the nature and basis of such claim and, if ascertainable, the amount thereof. Seller shall have a period of twenty (20) days after receipt of such notice within which to respond thereto or, 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 (the "Notice Period"). If Seller denies liability hereunder or fails to provide the defense for any claim, Purchaser may defend or compromise the claim as it deems appropriate without prejudice to any of Purchaser's rights hereunder, with no right of Seller to approve or disapprove any actions taken in connection therewith by Purchaser. If Seller accepts liability and responsibility for the defense of any claim, it shall so notify Purchaser as soon as is practicable prior to the expiration of the Notice Period and undertake the defense or compromise of such claim, with counsel selected by Seller and reasonably acceptable to Purchaser. If Seller undertakes the defense or compromise of such 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 without the prior written approval of Purchaser, which approval shall not be unreasonably delayed or denied.

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 (the "Seller Indemnity Period") Seller shall defend, hereby agrees to indemnify and hold Buyer, its Affiliates and their respective officers, directors, managers, members, employees and agents (collectively, the "Buyer Indemnified Parties") harmless Purchaser from and against, and agrees to defend promptly the Buyer Indemnified Parties from and to reimburse the Buyer Indemnified Parties for, any and all bona fide losses, damages, costs, diminution in value, expenses, liabilities, obligations and claims of any kind, including, without limitation, reasonable attorneys’ fees and other legal costs and expenses (hereinafter referred to collectively as "Losses"), that the Buyer Indemnified Parties 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 (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 inaccuracy of a representation or warranty made by Seller), (ii) any failure by Seller to perform any of its covenants and obligations set forth in this Agreement or 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 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 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 party claims asserted during parties against the Seller Indemnity Period to the extent, and only to the extent, directly Buyer Indemnified Parties relating to the mispayment, nonpayment operation and ownership by Seller of the Assets and the use of the items of real or underpayment of royalties for the for the Sale Interest applicable personal property held by Seller pursuant to the period Contracts, the performance by Seller under the Contracts and the conduct of Seller's ownership its U.S. Display Business prior to the Effective Time of Closing, (iv) product warranty claims asserted by customers of the affected Assets. From and after ClosingU.S. Display Business relating to products designed, any claim for indemnity arising under this Section 9.13 shall be made manufactured, constructed, distributed, sold, leased, supported or installed by written notice, together with a written description Seller or services performed by Seller prior to the Effective Time of any claims asserted stating the nature and basis of such claim and, if ascertainable, the amount thereof. Seller shall have a period of twenty Closing (20) days after receipt of such notice within which to respond thereto or, 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 (the "Notice PeriodProduct Warranty Claims"). If Seller denies , and (v) any other liability hereunder or fails to provide the defense for any claim, Purchaser may defend or compromise the claim as it deems appropriate without prejudice to any of Purchaser's rights hereunder, with no right of Seller to approve third parties, other than any Assumed Liability (including without limitation any liability that becomes, or disapprove is alleged to have become, a liability of Buyer under any actions taken in connection therewith applicable bulk sales law, under any doctrine of de facto merger or successor liability, or otherwise by Purchaser. If operation of Law); provided, however, that Seller accepts liability and responsibility for the defense of any claim, it shall so notify Purchaser as soon as is practicable prior to the expiration of the Notice Period and undertake the defense or compromise of such claim, with counsel selected by Seller and reasonably acceptable to Purchaser. If Seller undertakes the defense or compromise of such 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 without the prior written approval of Purchaser, which approval shall not be unreasonably delayed required to indemnify the Buyer Indemnified Parties pursuant to Section 8.1((a))(i) hereof in respect of the representations and warranties made by Seller unless such right to indemnification is asserted by the Buyer Indemnified Parties (whether or denied.not such Losses have actually been incurred) by written notice to Seller within the following time periods:

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 (the "Seller Indemnity Period") Seller The Sellers shall defend, indemnify and hold harmless Purchaser the Buyer, any underwriter for the Buyer and each person, if any, who controls the Buyer or such underwriter, from and against any and all bona fide third losses, damages, claims, liabilities, costs or expenses (including any amounts paid in any settlement effected with the selling shareholder’s consent) to which the Buyer, any such underwriter or any such controlling person may become subject under applicable law or otherwise, insofar as such losses, damages, claims, liabilities (or actions or proceedings in respect thereof), costs or expenses arise out of or are based on (i) any untrue statement of any material fact contained in the Registration Statement or included in the prospectus, as amended or supplemented, or (ii) the omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances in which they were made, not misleading, and the Sellers will reimburse the Buyer, any such underwriter and each such controlling person of the Buyer or any such underwriter, promptly upon demand, for any reasonable legal or other expenses incurred by them in connection with investigating, preparing to defend or defending against or appearing as a third-party claims asserted during the Seller Indemnity Period witness in connection with such loss, claim, damage, liability, action or proceeding; in each case to the extent, and only that such untrue statement or omission is contained in any information so furnished in writing by such Sellers to the extentBuyer 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, directly relating prospectus or to the mispayment, nonpayment or underpayment of royalties for the for the Sale Interest applicable extent that such information related to the period Sellers or the Sellers’ proposed method of Seller's ownership distribution of Registrable Securities and was reviewed and expressly approved in writing by the affected Assets. From and after Closing, any claim Sellers expressly for indemnity arising under this Section 9.13 shall be made by written notice, together with a written description of any claims asserted stating the nature and basis of such claim and, if ascertainable, the amount thereof. Seller shall have a period of twenty (20) days after receipt of such notice within which to respond thereto or, use in the case Registration Statement, form of a claim which requires a shorter time for responseprospectus (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); provided, then within such shorter period as specified by Purchaser however, that the indemnity shall not apply to amounts paid in such notice (the "Notice Period"). If Seller denies liability hereunder or fails to provide the defense for any claim, Purchaser may defend or compromise the claim as it deems appropriate without prejudice to any of Purchaser's rights hereunder, with no right of Seller to approve or disapprove any actions taken in connection therewith by Purchaser. If Seller accepts liability and responsibility for the defense of any claim, it shall so notify Purchaser as soon as is practicable prior to the expiration of the Notice Period and undertake the defense or compromise of such claim, with counsel selected by Seller and reasonably acceptable to Purchaser. If Seller undertakes the defense or compromise of such 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 losses if such settlement is effected without the prior written approval consent of Purchaserthe Sellers. In no event shall the liability of any Seller hereunder be greater in amount than the dollar amount of the net proceeds received by the Sellers upon the sale of the Registrable Securities giving rise to such indemnification obligation; and in case that no sale of Registrable Securities occurred, which approval then the liability shall not be unreasonably delayed or deniedexceed the average value of the securities within the first three months after the registration.

Seller’s Indemnity. Notwithstanding (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 provision 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 Article 9Agreement 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 beginning on prior to the Closing Date and ending on the first anniversary Effective Time; (iv) any of the Closing Date 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 Indemnity Period"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) Seller shall defend, indemnify required for or resulting from the satisfaction and hold harmless Purchaser from performance of such obligations; and (vii) any and all bona fide third party claims asserted during the Seller Indemnity Period to the extent, liabilities and only to the extent, directly relating to the mispayment, nonpayment 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, any claim for indemnity arising under this Section 9.13 shall be made by written notice, together with a written description of any claims asserted stating the nature and basis of such claim and, if ascertainable, the amount thereof. Seller shall have a period of twenty (20) days after receipt of such notice within which to respond thereto or, 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 (the "Notice Period"). If Seller denies liability hereunder or fails to provide the defense for any claim, Purchaser may defend or compromise the claim as it deems appropriate without prejudice to any of Purchaser's rights hereunder, with no right obligations of Seller to approve or disapprove any actions taken in connection therewith which are not expressly assumed by Purchaser. If Seller accepts liability and responsibility for the defense of any claim, it shall so notify Purchaser Buyer as soon as is practicable prior to the expiration of the Notice Period and undertake the defense or compromise of such claim, with counsel selected by Seller and reasonably acceptable to Purchaser. If Seller undertakes the defense or compromise of such 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 without the prior written approval of Purchaser, which approval shall not be unreasonably delayed or denied.Assumed Liabilities pursuant hereto;

Seller’s Indemnity. Notwithstanding Seller shall indemnify, defend, protect and hold harmless BEA (and BEA's Subsidiaries and Affiliates and their respective officers, directors, stockholders, employees and agents the "BEA Indemnities") from and against any other provision and all losses, costs, expenses, liabilities, obligations, claims, demands, causes of action, suits, settlements and judgments of every nature, including the costs and expenses associated therewith and reasonable attorneys', consultants' and witness fees incurred in connection therewith ("BEA Damages"), which arise out of: (i) the breach of any representation or warranty made by Seller under Article 3 of this Article 9Agreement (including the Seller Disclosure Schedule) or any certificate delivered by Seller pursuant to this Agreement; (ii) the non-performance, for partial or total, of any covenant made by Seller pursuant to this Agreement; (iii) the period beginning on conduct of the Business prior to the Closing Date and ending on the first anniversary in breach of any covenant set forth in Article 5 hereof, or (iv) any BEA Damages relating to or arising out of the Closing Date (the "Seller Indemnity Period") Seller shall defend, indemnify and hold harmless Purchaser from any and all bona fide third party claims asserted during matter set forth as Item 2 to Schedule 3.17.2 of the Seller Indemnity Period to Disclosure Schedule or the extent, breach of the representations and only to the extent, directly warranties contained in that certain representation letter relating to the mispayment, nonpayment or underpayment of royalties for the for the Sale Interest applicable to the period of Seller's ownership same matter dated as of the affected Assets. From date hereof and after Closing, any claim for indemnity arising under this Section 9.13 shall be made by written notice, together with a written description of any claims asserted stating the nature and basis of such claim and, if ascertainable, the amount thereof. Seller shall have a period of twenty (20) days after receipt of such notice within which delivered to respond thereto or, 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 (the "Notice Period"). If Seller denies liability hereunder or fails to provide the defense for any claim, Purchaser may defend or compromise the claim as it deems appropriate without prejudice to any of Purchaser's rights hereunder, with no right of Seller to approve or disapprove any actions taken in connection therewith by Purchaser. If Seller accepts liability and responsibility for the defense of any claim, it shall so notify Purchaser as soon as is practicable prior to the expiration of the Notice Period and undertake the defense or compromise of such claim, with counsel selected BEA by Seller and reasonably acceptable to Purchaser. If Seller undertakes the defense Founders; provided, that for purposes of determining the amount of BEA Damages for the breach of any representation, warranty or compromise of covenant in this Agreement that contains a materiality qualifier, such claimrepresentation, Purchaser warranty or covenant shall be entitleddeemed breached where the BEA Damages relating thereto, at its own expenseindividually or in the aggregate, to participate are in excess of $25,000 (which BEA Damages, once such defense$25,000 threshold has been surpassed, no compromise or settlement of any claim shall be made without reasonable notice to Purchaser, and without included in full in determining whether the prior written approval aggregate amount of Purchaser, which approval shall not be unreasonably delayed or deniedBEA Damages exceeds the $250,000 limitation set forth in Section 8.6(a).

Seller’s Indemnity. Notwithstanding (a) Seller shall and hereby agrees to indemnify and hold Buyer and its officers, directors, employees, and affiliates (each a “Buyer Indemnitee”) harmless from and against any other provision and all Losses actually incurred by a Buyer Indemnitee, arising out of, attributable to, or in connection with: (i) any breach of a representation or warranty made by Seller in this Article 9, for Agreement or any certificate delivered pursuant to any Section hereof; (ii) any breach by Seller of any covenant or obligation of Seller hereunder; (iii) any Excluded Liabilities or related to any Excluded Assets; (iv) any and all liabilities and obligations of Seller of any nature relating to the period beginning 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 Date; and ending on the first anniversary of the Closing Date (the "Seller Indemnity Period"v) Seller shall defend, indemnify and hold harmless Purchaser from any and all bona fide third party claims asserted during the Seller Indemnity Period actions, suits, proceedings, demands, assessments, or judgments, costs, and expenses (including reasonable legal and accounting fees and investigation costs) incident to the extentforegoing (i) through (iv), and the enforcement thereof. (b) Notwithstanding anything to the contrary herein or otherwise, Seller shall not 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 extentgeneral representations and warranties set out in this agreement, directly relating and shall not apply to breaches of Fundamental Representations or any other indemnity categories such as covenants, excluded liabilities, etc. (c) Notwithstanding anything to the mispaymentcontrary herein or otherwise, nonpayment 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, any claim for indemnity arising under this Section 9.13 shall be made by written notice, together with a written description of any claims asserted stating the nature and basis of such claim and, if ascertainable, the amount thereof. Seller shall not be required to indemnity any Buyer Indemnitee, and shall not have a period of twenty (20) days after receipt of such notice within which to respond thereto orany liability hereunder for amounts, in the case aggregate, in excess of the Purchase Price (including claims based on a claim which requires a shorter time for response, then within such shorter period as specified by Purchaser in such notice (the "Notice Period"breach of Fundamental Representations of Seller). If Seller denies liability hereunder or fails to provide the defense for any claim, Purchaser may defend or compromise the claim as it deems appropriate without prejudice to any of Purchaser's rights hereunder, with no right of Seller to approve or disapprove any actions taken in connection therewith by Purchaser. If Seller accepts liability and responsibility for the defense of any claim, it shall so notify Purchaser as soon as is practicable prior to the expiration of the Notice Period and undertake the defense or compromise of such claim, with counsel selected by Seller and reasonably acceptable to Purchaser. If Seller undertakes the defense or compromise of such 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 without the prior written approval of Purchaser, which approval shall not be unreasonably delayed or denied.-24

Seller’s Indemnity. Notwithstanding 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 (collectively, “Buyer’s Indemnified Parties”) harmless from and against any and all liabilities, liens, claims, damages, costs, expenses, suits or judgments paid or incurred by any of Buyer’s Indemnified Parties and all expenses related thereto, including, without limitation, court costs and reasonable attorneys’ fees (collectively “Losses”) arising out of or in any way connected or related to (i) any breach or nonperformance by Seller of any provision or covenant contained in this Agreement or in any certificate or other instrument or document furnished (or to be furnished) by Seller with respect to the transactions contemplated hereunder, (ii) any 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 to the extent not due to actions taken by Buyer, or (iii) the breach of any representation or warranty of Seller contained in this Agreement. The indemnities set forth in this Section shall survive Closing for the Survival Period, provided however, to the extent that any such Losses are covered by any occurrence-based liability policy of Seller, such indemnity shall survive without time limitation, but only to the extent of such 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 Article 9Agreement. 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 period beginning on aggregate, the Closing Date and ending on the first anniversary sum of the Closing Date $5,000.00 (the "Seller Indemnity PeriodDeductible") Seller ), in which event the amount of such valid claims in excess of the Deductible shall defendbe actionable, indemnify and hold harmless Purchaser from any and all bona fide third party claims asserted during the Seller Indemnity Period up to the extentliability cap set forth in the following clause, and only (B) recovery against Seller for any Losses shall be limited in all events to the extent, directly relating to the mispayment, nonpayment or underpayment greater of royalties for the for the Sale Interest applicable to the period of Seller's ownership 5% of the affected Assets. From and after Closing, any claim for indemnity arising under this Section 9.13 shall be made by written notice, together with a written description of any claims asserted stating the nature and basis of such claim and, if ascertainable, the amount thereof. Seller shall have a period of twenty (20) days after receipt of such notice within which to respond thereto orPurchase Price, in the case aggregate, or the amount of a claim which requires a shorter time coverage for response, then within such shorter period as specified Losses payable by Purchaser in such notice Seller’s occurrence based liability insurance policy (the "Notice PeriodCap"). If Seller denies liability hereunder or fails to provide the defense for any claim, Purchaser may defend or compromise the claim as it deems appropriate without prejudice to any of Purchaser's rights hereunder, with no right of Seller to approve or disapprove any actions taken in connection therewith by Purchaser. If Seller accepts liability and responsibility for the defense of any claim, it shall so notify Purchaser as soon as is practicable prior to the expiration of the Notice Period and undertake the defense or compromise of such claim, with counsel selected by Seller and reasonably acceptable to Purchaser. If Seller undertakes the defense or compromise of such 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 without the prior written approval of Purchaser(C) in no event shall Buyer be entitled to seek or obtain consequential, which approval shall not be unreasonably delayed indirect or deniedpunitive damages.

Seller’s Indemnity. Notwithstanding After the Closing Date, Seller shall be responsible for and shall indemnify and hold harmless Purchaser, the Company and each Subsidiary from and against any other provision and all Losses (collectively, “Tax Losses”) arising from or relating to (i) all Taxes and Tax-related fees (including Taxes and Tax-related fees resulting from the deemed sales of this Article 9, assets of a Subsidiary) for the period beginning (A) any taxable periods ending on or before the Closing Date and (B) the portion of any taxable periods ending at the close of business on the first anniversary 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 "Seller Indemnity Period"accounts of the Company or any Subsidiary as of the Closing Date); (ii) Seller shall defend, indemnify and hold harmless Purchaser from any and all bona fide third party claims asserted during 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 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 Indemnity Period or any Subsidiary to timely pay any and all Taxes required to be borne by Seller pursuant to this Section 12.01. Notwithstanding anything to the extentcontrary contained in this Agreement, and only to the extent, directly relating to the mispayment, nonpayment or underpayment no amounts of royalties for the for the Sale Interest applicable to the period indemnity shall be payable as a result of Seller's ownership of the affected Assets. From and after Closing, any claim for indemnity arising under this Section 9.13 shall be made by written notice, together 12.01 unless the Indemnified Party has given the Indemnifying Party a notice with a written description of any claims asserted stating the nature and basis of respect to such claim and, if ascertainable, the amount thereof. Seller shall have a period of twenty (20) days after receipt of such notice within which to respond thereto or, 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 (the "Notice Period"). If Seller denies liability hereunder or fails to provide the defense for any claim, Purchaser may defend or compromise setting forth in reasonable detail the claim as it deems appropriate without prejudice to any of Purchaser's rights hereunderspecific facts and circumstances pertaining thereto, with no right of Seller to approve or disapprove any actions taken in connection therewith by Purchaser. If Seller accepts liability and responsibility for the defense of any claim, it shall so notify Purchaser (A) as soon as is practicable practical following the time at which the Indemnified Party discovered such claim and (B) in any event prior to the expiration of date three years after the Notice Period and undertake the defense or compromise of such claim, with counsel selected by Seller and reasonably acceptable to Purchaser. If Seller undertakes the defense or compromise of such 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 without the prior written approval of Purchaser, which approval shall not be unreasonably delayed or deniedClosing Date.

Seller’s Indemnity. Notwithstanding Seller shall indemnify and hold Purchaser harmless for, from and against any other provision and all claims, damages, demands, causes of this Article 9action, for liabilities, lawsuits, judgments, losses, costs and expenses (including, but not limited to, attorneys' fees) (collectively, the period beginning on “Claims”) incurred by Purchaser by reason of or arising out of or related to the Closing 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 ending on the first anniversary and, subject to Section 3.4 hereof, as of the Closing Date (except to the "Seller Indemnity Period") extent such Claims arise as a result of Purchaser’s negligence or misconduct. Any action brought by Purchaser in connection with such indemnity shall be commenced during the Survival Period or shall be forever barred and waived. Further, Seller shall defend, indemnify and hold Purchaser harmless Purchaser for, from and against any and all bona fide Claims incurred by Purchaser by reason of or arising out of or related to (i) liabilities for damages to third party claims asserted during the Seller Indemnity Period to the extent, and only to the extent, directly parties that are based upon matters relating to the mispaymentuse, nonpayment operation, ownership, maintenance or underpayment of royalties for the for the Sale Interest applicable to the period of Seller's ownership construction of the affected Assets. From and after Closing, any claim for indemnity arising under this Section 9.13 shall be made by written notice, together with a written description of any claims asserted stating the nature and basis of such claim and, if ascertainable, the amount thereof. Seller shall have a period of twenty (20) days after receipt of such notice within which to respond thereto or, 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 (the "Notice Period"). If Seller denies liability hereunder or fails to provide the defense for any claim, Purchaser may defend or compromise the claim as it deems appropriate without prejudice to any of Purchaser's rights hereunder, with no right of Seller to approve or disapprove any actions taken in connection therewith by Purchaser. If Seller accepts liability and responsibility for the defense of any claim, it shall so notify Purchaser as soon as is practicable Property prior to the expiration Closing Date (excluding (A) matters related to the physical condition of the Notice Period Property not causing death or injury to third parties and undertake for which Seller is expressly released under this Agreement and (B) liabilities for which Purchaser receives a credit at the defense Closing), (ii) the Existing Litigation and (iii) liabilities under the Property Leases for common area maintenance charges accruing on or compromise of such claimbefore May 31, with counsel selected by Seller and reasonably acceptable to Purchaser. If Seller undertakes the defense or compromise of such claim2023, Purchaser which indemnity shall be entitled, at its own expense, without limitation as to participate in such defense, no compromise or settlement of any claim shall be made without reasonable notice to Purchaser, time and without the prior written approval of Purchaser, which approval indemnity shall not be unreasonably delayed or deniedsubject to the limitations on Seller’s liability (i.e., floor, cap, etc.) set forth in Section 12.3 hereof. All indemnification obligations of Seller hereunder shall survive the Closing.

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 Section 11.4 of the Closing Date (Agreement is hereby amended to provide in its entirety as follows: Subject to the "terms and conditions of the Agreement, Seller Indemnity Period") Seller shall defendagrees to indemnify, indemnify and hold harmless and defend Purchaser from and against any loss, liability or damage suffered or incurred by Purchaser and all bona fide third party claims asserted during arising from or in connection with (a) any material breach or default by the Seller Indemnity Period 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 extenttransfer 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 covered by this subsection (d) shall not be subject to the Minimum Amount limitation set forth in Section 11.3 of the Agreement), and only to the extent, directly relating to the mispayment, nonpayment or underpayment of royalties for the for the Sale Interest applicable to the period of Seller's ownership of the affected Assets. From (e) all reasonable costs and after Closing, any claim for indemnity arising under this Section 9.13 shall be made by written notice, together with a written description of any claims asserted stating the nature and basis of such claim and, if ascertainable, the amount thereof. Seller shall have a period of twenty expenses (20including reasonable attorneys’ fees) days after receipt of such notice within which to respond thereto or, in the case of a claim which requires a shorter time for response, then within such shorter period as specified incurred by Purchaser in such notice (the "Notice Period"). If Seller denies liability hereunder connection with any action, suit, proceeding, demand, arbitration, assessment or fails to provide the defense for any claim, Purchaser may defend or compromise the claim as it deems appropriate without prejudice judgment incident to any of Purchaser's rights hereunderthe matters indemnified against by Sellers in this Section 11.4. (collectively, the “Seller’s Indemnity Obligations”). Seller understands and 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 Seller Closing Deliveries or otherwise, Sellers shall not have any liability or obligation with no right of Seller respect to approve or disapprove any actions taken in connection therewith by Purchaser. If Seller accepts liability and responsibility for the defense of any claim, it shall so notify Purchaser as soon as is practicable Seller’s Indemnity Obligations unless prior to the expiration end of the Notice Survival Period and undertake the defense or compromise of such claim(or, with counsel selected by Seller and reasonably acceptable respect to Purchaser. If Seller undertakes the defense or compromise of such claim, Purchaser shall be entitled, at its own expense, to participate in such defense, no compromise or settlement of 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 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 Seller’s Indemnity Obligation shall lapse and be made without reasonable of no further force or effect with respect to any matters not contained in a written notice delivered to Purchaserthe Sellers as contemplated herein on or prior to the end of the Survival Period (or, and without 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 written approval to the end of Purchaserthe two-year period following the Closing Date). This Section 11.4 shall survive Closing for the Survival Period (or, which approval shall not be unreasonably delayed with respect to any claim raised or deniedaction filed by the Manager as referenced in subparagraph (b) above or with respect to the litigation referenced in subparagraph (d) above for the two-year period following the Closing Date).

Seller’s Indemnity. Notwithstanding Subject to the further provisions hereof, Seller shall defend, indemnify and hold Buyer, its affiliates, and its/their directors, officers, employees, contractors, and representatives (which additional parties, together with Buyer, are hereinafter collectively referred to as the “Buyer Parties”) harmless from and against any and all Claims arising from, out of or in connection with, or otherwise relating to: (a) any inaccuracy of any representation or warranty of Seller set forth in this Agreement; (b) the Excluded Assets; (c) to the 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; (d) the ownership or operation of the Assets prior to the Effective Time (other provision than Claims with respect to royalties and Taxes, which are addressed in clause (c) above), expressly excluding, however, matters assumed, indemnified against and waived by Buyer pursuant to Sections 7.07, 7.08 and 7.09 below; and (e) Seller’s breach of, or failure to perform or satisfy, any of its covenants and obligations hereunder. Seller shall not be liable to the Buyer Parties under clause (a) or (d) of this Article 9Section 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 period beginning 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 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 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 Closing Date and ending on the first six (6) month anniversary of the Closing Date (the "Seller Indemnity Period"“Closing Period Termination Date”); provided, however, that (i) Seller 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 defendsurvive the Closing forever; (ii) Seller’s obligation to indemnify Buyer with respect to breaches of Seller’s representations and warranties in Section 10.01(g) (Taxes) or to otherwise indemnify Buyer pursuant to clause (c)(ii) (Taxes) of this Section 3.03(b) shall survive for the applicable statute of limitations, plus 90 days; and (iii) Seller’s obligation to indemnify Buyer pursuant to clauses (c)(i) (Royalties), and hold harmless Purchaser from any and all bona fide third party claims asserted during (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 Indemnity as provided herein after the Closing Period Termination Date with respect to the extent, and only to the extent, directly relating to the mispayment, nonpayment or underpayment of royalties Claims for the for the Sale Interest applicable to the period of Seller's ownership of the affected Assets. From and after Closing, any claim for indemnity arising under this Section 9.13 shall be made by written notice, together with which a written description of any claims asserted stating the nature and basis of such claim and, if ascertainable, the amount thereof. Seller shall have a period of twenty (20) days after receipt of such notice within which to respond thereto or, 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 (the "Notice Period"). If Seller denies liability hereunder or fails to provide the defense for any claim, Purchaser may defend or compromise the claim as it deems appropriate without prejudice to any of Purchaser's rights hereunder, with no right of Seller to approve or disapprove any actions taken in connection therewith by Purchaser. If Seller accepts liability and responsibility for the defense of any claim, it shall so notify Purchaser as soon as is practicable prior to the expiration of the Notice Period and undertake the defense or compromise of such claim, with counsel selected by Seller and reasonably acceptable to Purchaser. If Seller undertakes the defense or compromise of such 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 Buyer Party has provided notice to Purchaser, and without the prior written approval of Purchaser, which approval shall not be unreasonably delayed or deniedSeller as provided in Section 3.03(d).

Seller’s Indemnity. Notwithstanding any other provision Subject to the terms and conditions of this Article 9Agreement, 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 Seller 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 Seller under Section 9.8, and (d) and all reasonable costs and expenses (including reasonable attorneys’ fees) incurred by Purchaser in connection with any action, suit, proceeding, demand, arbitration, assessment or judgment incident to any of the matters indemnified against by Seller in this Section 11.4. (collectively, the “Seller’s Indemnity Obligations”). Seller understands and 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 Seller Closing Deliveries or otherwise, Seller shall not have any liability or obligation with respect to any Seller’s Indemnity Obligations unless prior to the end of the Survival Period (or, with respect to any claim raised or action filed by the Manager as referenced in subparagraph (b) above, prior to the end of the two-year period following the Closing Date) Purchaser notifies Seller in writing setting forth specifically and in 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 Seller with respect to any Seller’s Indemnity Obligation shall lapse and be of no further force or effect with respect to any matters not contained in a written notice delivered to Seller as contemplated herein on or prior to the end of the Survival Period (or, with respect to any claim raised or action filed by the Manager as referenced in subparagraph (b) 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 claim raised or action filed by the Manager as referenced in subparagraph (b) above, for the two-year period beginning on following the Closing Date and ending on the first anniversary of the Closing Date (the "Seller Indemnity Period") Seller shall defend, indemnify and hold harmless Purchaser from any and all bona fide third party claims asserted during the Seller Indemnity Period to the extent, and only to the extent, directly relating to the mispayment, nonpayment 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, any claim for indemnity arising under this Section 9.13 shall be made by written notice, together with a written description of any claims asserted stating the nature and basis of such claim and, if ascertainable, the amount thereof. Seller shall have a period of twenty (20) days after receipt of such notice within which to respond thereto or, 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 (the "Notice Period"Date). If Seller denies liability hereunder or fails to provide the defense for any claim, Purchaser may defend or compromise the claim as it deems appropriate without prejudice to any of Purchaser's rights hereunder, with no right of Seller to approve or disapprove any actions taken in connection therewith by Purchaser. If Seller accepts liability and responsibility for the defense of any claim, it shall so notify Purchaser as soon as is practicable prior to the expiration of the Notice Period and undertake the defense or compromise of such claim, with counsel selected by Seller and reasonably acceptable to Purchaser. If Seller undertakes the defense or compromise of such 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 without the prior written approval of Purchaser, which approval shall not be unreasonably delayed or denied.

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 (a) Upon closing of the Closing Date (the "transactions contemplated herein, Seller Indemnity Period") Seller shall defend, hereby agrees to indemnify and hold Buyer, its Affiliates, successors and assigns and their respective representatives ("Buyer's Indemnitees") harmless Purchaser from and against, and agrees to defend promptly Buyer's Indemnitees from and reimburse Buyer's Indemnitees for, any and all bona fide third party losses, damages, costs, expenses, liabilities, obligations and claims asserted during of any kind, including, without limitation, reasonable attorneys' fees and other legal costs and expenses, (collectively, the "Losses"), that 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 Indemnity Period in or pursuant to this Agreement or any instrument or document executed by Seller in connection with or as a result of this Agreement; (ii) the extentRetained 44 51 Liabilities; (iii) the non-fulfillment of any covenant, and only to the extentundertaking, directly relating to the mispayment, nonpayment agreement or underpayment other obligation of royalties for the for the Sale Interest Seller under this Agreement; or (iv) any noncompliance by Seller with bulk sales laws or similar laws which may be applicable to the period of Seller's ownership sale or transfer of the affected Assets. From 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 asserted on or before one year after Closingthe Closing Date, any claim for indemnity arising under this except the time limitation with respect to the representations set forth in Section 9.13 3.7 and 3.9 shall be made by written notice, together with a written description of any claims asserted stating the nature and basis of such claim and, if ascertainable, the amount thereof. Seller shall have a period of twenty (20) 30 days after receipt of such notice within which to respond thereto or, 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 (the "Notice Period"). If Seller denies liability hereunder or fails to provide the defense for any claim, Purchaser may defend or compromise the claim as it deems appropriate without prejudice to any of Purchaser's rights hereunder, with no right of Seller to approve or disapprove any actions taken in connection therewith by Purchaser. If Seller accepts liability and responsibility for the defense of any claim, it shall so notify Purchaser as soon as is practicable prior to the expiration of the Notice Period and undertake applicable statute of limitations with respect to the defense tax or compromise of such claim, with counsel selected by Seller and reasonably acceptable environmental matters giving rise to Purchaser. If Seller undertakes the defense or compromise of such claim, Purchaser shall be entitled, at its own expense, to participate in such defense, no compromise or settlement of any a claim shall be made without reasonable notice to Purchaser, and without the prior written approval of Purchaser, which approval shall not be unreasonably delayed or deniedthereunder.

Seller’s Indemnity. Notwithstanding any other provision of this Article 9Sellers shall, for the period beginning on the Closing Date jointly and ending on the first anniversary of the Closing Date (the "Seller Indemnity Period") Seller shall defendseverally, indemnify and hold harmless Purchaser Buyer and its directors, officers and employees from and against all expenses, claims, costs, damages or liabilities, including reasonable attorneys' fees (each an "Indemnified Expense"), arising out of or relating to (i) the untruth or inaccuracy of any representation or warranty made by any of Sellers or the Herberts in this Agreement, (ii) any breach of Sellers' or Herberts' covenants contained herein, (iii) the existence, operations or other conduct of Sellers or the Herberts prior to the 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 and all bona fide third party claims asserted during claims, obligations, liabilities or other amounts paid or incurred by Buyer described in Section 4.02(b) hereof and (v) any and all actions, suits, proceedings, demands, assessments, judgments, costs and legal fees and other expenses associated with any of the Seller Indemnity Period foregoing. Without in any way limiting the remedies of Buyer hereunder, Buyer shall be entitled to offset any Indemnified Expense against any of the extentpayments 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, and only however, that the foregoing limitation shall not apply to Indemnified Expenses resulting from federal, state or local tax liability of Sellers or the extent, directly Herberts relating to the mispayment, nonpayment any period ended on 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 before Closing, any claim for indemnity arising under this Section 9.13 shall be made by written notice, together with a written description of any claims asserted stating the nature and basis of such claim and, if ascertainable, the amount thereof. Seller shall have a period of twenty (20) days after receipt of such notice within which to respond thereto or, 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 (the "Notice Period"). If Seller denies liability hereunder or fails to provide the defense for any claim, Purchaser may defend or compromise the claim as it deems appropriate without prejudice to any of Purchaser's rights hereunder, with no right of Seller to approve or disapprove any actions taken in connection therewith by Purchaser. If Seller accepts liability and responsibility for the defense of any claim, it shall so notify Purchaser as soon as is practicable prior to the expiration of the Notice Period and undertake the defense or compromise of such claim, with counsel selected by Seller and reasonably acceptable to Purchaser. If Seller undertakes the defense or compromise of such 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 without the prior written approval of Purchaser, which approval shall not be unreasonably delayed or denied.

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 Section 11.4 of the Closing Date (Agreement is hereby amended to provide in its entirety as follows: Subject to the "terms and conditions of the Agreement, Seller Indemnity Period") Seller shall defendagrees to indemnify, indemnify and hold harmless and defend Purchaser from and against any loss, liability or damage suffered or incurred by Purchaser and all bona fide third party claims asserted during arising from or in connection with (a) any material breach or default by the Seller Indemnity Period 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 Fairmont Sonoma Mission Inn & Spa Manager under Section 16.13 of the Fairmont Sonoma Mission Inn & Spa Management Agreement with respect to the extenttransfer of Fairmont Sonoma Mission Inn & Spa from the applicable 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 or any litigation arising out of the fire at the Ventana Inn & Spa which occurred after the Effective Date but excluding, in any event, the litigation with respect to the Omni Austin filed by HCD Austin Corporation as Claimant (it being agreed that Seller’s obligations with respect to claims described in and covered by this subsection (d) shall not be subject to the Minimum Amount limitation set forth in Section 11.3 of the Agreement), and only to the extent, directly relating to the mispayment, nonpayment or underpayment of royalties for the for the Sale Interest applicable to the period of Seller's ownership of the affected Assets. From (e) all reasonable costs and after Closing, any claim for indemnity arising under this Section 9.13 shall be made by written notice, together with a written description of any claims asserted stating the nature and basis of such claim and, if ascertainable, the amount thereof. Seller shall have a period of twenty expenses (20including reasonable attorneys’ fees) days after receipt of such notice within which to respond thereto or, in the case of a claim which requires a shorter time for response, then within such shorter period as specified incurred by Purchaser in such notice (the "Notice Period"). If Seller denies liability hereunder connection with any action, suit, proceeding, demand, arbitration, assessment or fails to provide the defense for any claim, Purchaser may defend or compromise the claim as it deems appropriate without prejudice judgment incident to any of Purchaser's rights hereunderthe matters indemnified against by Sellers in this Section 11.4. (collectively, the “Seller’s Indemnity Obligations”). Sellers understand and agree 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 Seller Closing Deliveries or otherwise, Sellers shall not have any liability or obligation with no right of Seller respect to approve or disapprove any actions taken in connection therewith by Purchaser. If Seller accepts liability and responsibility for the defense of any claim, it shall so notify Purchaser as soon as is practicable Seller’s Indemnity Obligations unless prior to the expiration end of the Notice Survival Period and undertake the defense or compromise of such claim(or, with counsel selected by Seller and reasonably acceptable respect to Purchaser. If Seller undertakes the defense or compromise of such claim, Purchaser shall be entitled, at its own expense, to participate in such defense, no compromise or settlement of any claim raised or action filed by the Fairmont Sonoma Mission Inn & Spa 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 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 Seller’s Indemnity Obligation shall lapse and be made without reasonable of no further force or effect with respect to any matters not contained in a written notice delivered to Purchaserthe Sellers as contemplated herein on or prior to the end of the Survival Period (or, and without with respect to any claim raised or action filed by the Fairmont Sonoma Mission Inn & Spa Manager as referenced in subparagraph (b) above or with respect to the litigation referenced in subparagraph (d) above, prior written approval to the end of Purchaserthe two-year period following the Closing Date). This Section 11.4 shall survive Closing for the Survival Period (or, which approval shall not be unreasonably delayed with respect to any claim raised or deniedaction filed by the Fairmont Sonoma Mission Inn & Spa Manager as referenced in subparagraph (b) above or with respect to the litigation referenced in subparagraph (d) above for the two-year period following the Closing Date).

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 (the "Seller Indemnity Period") Seller Sellers shall defend, protect (with counsel reasonably satisfactory to Purchaser), indemnify and hold harmless Purchaser Purchaser, its parent, subsidiaries and Affiliates and their respective officers, employees, attorneys, business invitees, guests, customers, contractors and agents from any and against all bona fide third party claims asserted during the Seller Indemnity Period claims, damages (excluding exemplary or punitive damages and damages for lost profits), losses, costs (including Remediation Costs), expenses and liabilities, to the extentinclude property damage and personal injury (including death) (and including, but not limited to, all attorneys’ fees, fines, penalties, and only court costs and expert witness fees and costs) which arise out of or are in any way connected with (a) the presence of Hazardous Materials which first became situated on, under or about each Site before the Closing Date, (b) any violation of Environmental Laws applicable to each Site which results from Hazardous Materials located on such Site before the extentClosing Date, directly or (c) any violation of any Environmental Laws relating to the mispayment, nonpayment or underpayment operation of royalties for the for the Sale Interest applicable Sites prior to the Closing Date (each, a “Purchaser Indemnity Claim”). Notwithstanding the foregoing, Seller’s duty to defend, protect, indemnify and hold harmless as set forth in the proceeding sentence for Tesoro Sites shall be limited to the time period from December 11, 2002 through the Closing Date. Except for third-party claims related to gasoline additives or gasoline oxygenates listed in Section 7.2.3 for which there shall be no Indemnity Cutoff Date as defined below, Seller’s Indemnity under this Article 7 as to each Site shall be limited to the lesser period of either (i) ten (10) years from the Closing Date or (ii) five (5) years after the Site Completion Date (the greater period being the “Indemnity Cutoff Date”); unless prior to the Indemnity Cutoff Date, (i) Purchaser notifies Seller of a Purchaser Indemnity Claim, or (ii) Seller is actively indemnifying Purchaser for a Purchaser Indemnity Claim. Notwithstanding anything to the contrary in this Section 7.7, Seller's ownership ’s obligation to perform Corrective Action at any Site shall be discharged in accordance with Section 7.3. The obligations of the affected Assets. From and after Closing, any claim for indemnity arising Sellers under this Section 9.13 shall be made by written notice, together with a written description of any claims asserted stating the nature and basis of such claim and, if ascertainable, the amount thereof. Seller shall have a period of twenty (20) days after receipt of such notice within which to respond thereto or, 7.7 are 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 (the "Notice Period"). If Seller denies liability hereunder or fails to provide the defense for any claim, Purchaser may defend or compromise the claim as it deems appropriate without prejudice to any of Purchaser's rights hereunder, with no right of Seller to approve or disapprove any actions taken in connection therewith by Purchaser. If Seller accepts liability and responsibility for the defense of any claim, it shall so notify Purchaser as soon as is practicable prior addition to the expiration obligations of Sellers under the Notice Period and undertake the defense or compromise other provisions of such claim, with counsel selected by Seller and reasonably acceptable to Purchaser. If Seller undertakes the defense or compromise of such 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 without the prior written approval of Purchaser, which approval shall not be unreasonably delayed or deniedthis Article 7.

Seller’s Indemnity. Notwithstanding any other provision of this Article 9, for (a) The Seller and the period beginning on the Closing Date Stockholder hereby jointly and ending on the first anniversary of the Closing Date (the "Seller Indemnity Period") Seller shall defend, 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 Purchaser from and against, and agree to defend promptly the Buyer Indemnitees from and reimburse the Buyer Indemnitees for, any and all bona fide third party losses, damages, costs, expenses, liabilities, obligations and claims asserted during of any kind, including, without limitation, reasonable attorneys’ fees and other legal costs and expenses (hereinafter referred to collectively as “Losses”), that the 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 Indemnity Period or the Stockholder in or pursuant to the extent, and only this Agreement or in any certificate or other document delivered pursuant to the extent, directly relating to the mispayment, nonpayment or underpayment of royalties for the for the Sale Interest applicable to the period of Seller's ownership this Agreement; (ii) any failure of the affected Assets. From Seller or the Stockholder to carry out, perform, satisfy and after Closingdischarge any of its or his covenants, agreements, undertakings, liabilities or obligations under this Agreement or under any claim for indemnity arising of the documents and instruments delivered by the Seller or the Stockholder pursuant to this Agreement; and (iii) 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 9.13 9.1(a) in respect of (A) a claim under Section 9.1(a)(i), other than a claim based on a breach of the representations and warranties set forth in 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 made by written notice, together with a written description of any claims asserted stating the nature and basis of such claim and, if ascertainable, the amount thereof. Seller shall have a period of twenty (20) on or before 60 days after receipt of such notice within which to respond thereto or, 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 (the "Notice Period"). If Seller denies liability hereunder or fails to provide the defense for any claim, Purchaser may defend or compromise the claim as it deems appropriate without prejudice to any of Purchaser's rights hereunder, with no right of Seller to approve or disapprove any actions taken in connection therewith by Purchaser. If Seller accepts liability and responsibility for the defense of any claim, it shall so notify Purchaser as soon as is practicable prior to the expiration of the Notice Period and undertake applicable statute of limitations for the defense or compromise of such underlying Tax claim, with counsel selected by Seller and reasonably acceptable taking into account any 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 Purchaser. If Seller undertakes the defense or compromise of such claim, Purchaser shall be entitled, at its own expense, to participate in such defensecontrary notwithstanding, no compromise or settlement of any claim shall may be made without reasonable notice under Section 3.26 with regard to Purchasera breach of a representation or warranty after the period, and without the prior written approval of Purchaserif any, which approval shall not be unreasonably delayed applicable to any underlying representation or deniedwarranty.

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 Section 11.4 of the Closing Date (Agreement is hereby deleted in its entirety and replaced as follows: Subject to the "terms and conditions of the Agreement, Seller Indemnity Period") Seller shall defendagrees to indemnify, indemnify and hold harmless and defend Purchaser from and against any loss, liability or damage suffered or incurred by Purchaser and all bona fide third party claims asserted during arising from or in connection with (a) any material breach or default by the Seller Indemnity Period with respect to any Seller Matter which is not waived or deemed waived by Purchaser under this Agreement at or prior to Closing, (b) intentionally omitted, (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 extentAgreement (it being agreed that Seller’s obligations with respect to claims described in and covered by this subsection (d) shall not be subject to the Minimum Amount limitation set forth in Section 11.3 of the Agreement), and only to the extent, directly relating to the mispayment, nonpayment or underpayment of royalties for the for the Sale Interest applicable to the period of Seller's ownership of the affected Assets. From (e) all reasonable costs and after Closing, any claim for indemnity arising under this Section 9.13 shall be made by written notice, together with a written description of any claims asserted stating the nature and basis of such claim and, if ascertainable, the amount thereof. Seller shall have a period of twenty expenses (20including reasonable attorneys’ fees) days after receipt of such notice within which to respond thereto or, in the case of a claim which requires a shorter time for response, then within such shorter period as specified incurred by Purchaser in such notice (the "Notice Period"). If Seller denies liability hereunder connection with any action, suit, proceeding, demand, arbitration, assessment or fails to provide the defense for any claim, Purchaser may defend or compromise the claim as it deems appropriate without prejudice judgment incident to any of Purchaser's rights hereunderthe matters indemnified against by Sellers in this Section 11.4, (collectively, the “Seller’s Indemnity Obligations”). Seller understands and 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 Seller Closing Deliveries or otherwise, Sellers shall not have any liability or obligation with no right of Seller respect to approve or disapprove any actions taken in connection therewith by Purchaser. If Seller accepts liability and responsibility for the defense of any claim, it shall so notify Purchaser as soon as is practicable Seller’s Indemnity Obligations unless prior to the expiration end of the Notice Survival Period and undertake the defense or compromise of such claim(or, with counsel selected by Seller and reasonably acceptable respect to Purchaser. If Seller undertakes the defense or compromise of such claim, Purchaser shall be entitled, at its own expense, to participate in such defense, no compromise or settlement of any claim raised or action filed 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 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 Seller’s Indemnity Obligation shall lapse and be made without reasonable of no further force or effect with respect to any matters not contained in a written notice delivered to Purchaserthe Sellers as contemplated herein on or prior to the end of the Survival Period (or, and without with respect to any claim raised or action filed with respect to the litigation referenced in subparagraph (d) above, prior written approval to the end of Purchaserthe two-year period following the Closing Date). This Section 11.4 shall survive Closing for the Survival Period (or, which approval shall not be unreasonably delayed with respect to any claim raised or deniedaction filed with respect to the litigation referenced in subparagraph (d) above for the two-year period following the Closing Date).

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 Section 11.4 of the Closing Date (Agreement is hereby amended to provide in its entirety as follows: Subject to the "terms and conditions of the Agreement, Seller Indemnity Period") Seller shall defendagrees to indemnify, indemnify and hold harmless and defend Purchaser from and against any loss, liability or damage suffered or incurred by Purchaser and all bona fide third party claims asserted during arising from or in connection with (a) any material breach or default by the Seller Indemnity Period with respect to any Seller Matter which is not waived or deemed waived by Purchaser under this Agreement at or prior to Closing, (b) intentionally omitted, (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 extentAgreement (it being agreed that Seller’s obligations with respect to claims described in and covered by this subsection (d) shall not be subject to the Minimum Amount limitation set forth in Section 11.3 of the Agreement), and only to the extent, directly relating to the mispayment, nonpayment or underpayment of royalties for the for the Sale Interest applicable to the period of Seller's ownership of the affected Assets. From (e) all reasonable costs and after Closing, any claim for indemnity arising under this Section 9.13 shall be made by written notice, together with a written description of any claims asserted stating the nature and basis of such claim and, if ascertainable, the amount thereof. Seller shall have a period of twenty expenses (20including reasonable attorneys’ fees) days after receipt of such notice within which to respond thereto or, in the case of a claim which requires a shorter time for response, then within such shorter period as specified incurred by Purchaser in such notice (the "Notice Period"). If Seller denies liability hereunder connection with any action, suit, proceeding, demand, arbitration, assessment or fails to provide the defense for any claim, Purchaser may defend or compromise the claim as it deems appropriate without prejudice judgment incident to any of Purchaser's rights hereunderthe matters indemnified against by Sellers in this Section 11.4. (collectively, the “Seller’s Indemnity Obligations”). Sellers understand and agree 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 Seller Closing Deliveries or otherwise, Sellers shall not have any liability or obligation with no right of Seller respect to approve or disapprove any actions taken in connection therewith by Purchaser. If Seller accepts liability and responsibility for the defense of any claim, it shall so notify Purchaser as soon as is practicable Seller’s Indemnity Obligations unless prior to the expiration end of the Notice Survival Period and undertake the defense or compromise of such claim(or, with counsel selected by Seller and reasonably acceptable respect to Purchaser. If Seller undertakes the defense or compromise of such claim, Purchaser shall be entitled, at its own expense, to participate in such defense, no compromise or settlement of any claim raised or action filed 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 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 Seller’s Indemnity Obligation shall lapse and be made without reasonable of no further force or effect with respect to any matters not contained in a written notice delivered to Purchaserthe Sellers as contemplated herein on or prior to the end of the Survival Period (or, and without with respect to any claim raised or action filed with respect to the litigation referenced in subparagraph (d) above, prior written approval to the end of Purchaserthe two-year period following the Closing Date). This Section 11.4 shall survive Closing for the Survival Period (or, which approval shall not be unreasonably delayed with respect to any claim raised or deniedaction filed with respect to the litigation referenced in subparagraph (d) above for the two-year period following the Closing Date).

Seller’s Indemnity. Notwithstanding (a) Seller hereby agrees to indemnify and hold the Company and Buyer harmless from and against, and agrees to defend promptly the Company and Buyer 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, reasonable attorneys' fees and other provision legal costs and expenses (hereinafter referred to collectively as "Losses"), that either Buyer or the Company 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 Article 9Agreement, for (ii) any failure by Seller to perform any of its covenants and obligations set forth in this Agreement or in any document or instrument delivered pursuant hereto and (iii) those matters set forth in Exhibit 8.1 attached hereto, to the period beginning extent such matters are not reserved against on the Closing Date 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 ending on the first anniversary warranties made by Seller unless such right is asserted (whether or not such Losses have actually been incurred) by notice to Seller within two years of the Closing Date (the "Seller Indemnity Period") Seller shall defend, indemnify and hold harmless Purchaser from any and all bona fide third party claims asserted during the Seller Indemnity Period to the extent, and only to the extent, directly relating to the mispayment, nonpayment 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, any claim for indemnity arising under this Section 9.13 shall be made by written notice, together with a written description of any claims asserted stating the nature and basis of such claim and, if ascertainable, the amount thereof. Seller shall have a period of twenty (20) days after receipt of such notice within which to respond thereto or, in the case of a claim which requires a shorter the representations and warranties set forth (x) in Section 3.4 hereof, without time for responselimitation, then (y) in Sections 3.20 and 3.21 hereof, the applicable statute of limitations with respect to such tax and ERISA matters or (z) in Section 3.26 hereof, within such shorter period as specified by Purchaser in such notice (five years of the "Notice Period"). If Seller denies liability hereunder or fails to provide Closing Date) describing with specificity the defense for any claim, Purchaser may defend or compromise the claim as it deems appropriate without prejudice to any of Purchaser's rights hereunder, with no right of Seller to approve or disapprove any actions taken in connection therewith by Purchaser. If Seller accepts liability and responsibility for the defense of any claim, it shall so notify Purchaser as soon as is practicable prior facts giving rise to the expiration of the Notice Period asserted right; and undertake the defense or compromise of such claimprovided, with counsel selected by further, that Seller and reasonably acceptable to Purchaser. If Seller undertakes the defense or compromise of such 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 without the prior written approval of Purchaser, which approval shall not be unreasonably delayed required to indemnify Buyer or deniedthe Company pursuant to Section 8.1(a)(1) in respect of the representations and warranties made by Seller unless and until the amount of all 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 pursuant to this Section 8.1(a) shall in no event exceed the Final Purchase Price.

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 (the "Seller Indemnity Period"a) Seller shall defend, hereby agrees to indemnify and hold Buyer, the Company and its Subsidiaries harmless Purchaser from and against, and agrees to defend promptly Buyer, the Company and its Subsidiaries from and to reimburse Buyer, the Company and its Subsidiaries for, any and all bona fide third party losses, damages, costs, expenses, liabilities, obligations and claims asserted during of any kind, including, without limitation, reasonable attorneys’ fees and other legal costs and expenses (hereinafter referred to collectively as “Losses”), that Buyer, the Seller Indemnity Period to the extentCompany and its Subsidiaries may at any time suffer or incur, and only to the extentor become subject to, directly relating to the mispayment, nonpayment as a result of or underpayment in connection with (i) any breach or inaccuracy of royalties for the for the Sale Interest applicable to the period of Seller's ownership any of the affected representations and warranties made by Seller in this Agreement, (ii) any failure by Seller to perform any of its covenants and obligations set forth in this Agreement or in any agreement, document or instrument delivered pursuant hereto (iii) the Excluded Assets. From , the obligations arising from and after Closingthe Effective Time of Closing under the Excluded Contracts assigned to Seller or its Affiliatesor Excluded Liabilities and (iv) those matters set forth in Exhibit 8.1 attached hereto; provided, any claim for indemnity arising under this Section 9.13 shall be made by written noticehowever, together with a written description of any claims asserted stating the nature and basis of such claim and, if ascertainable, the amount thereof. that Seller shall have a period of twenty (20) days after receipt of such notice within which to respond thereto or, 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 (the "Notice Period"). If Seller denies liability hereunder or fails to provide the defense for any claim, Purchaser may defend or compromise the claim as it deems appropriate without prejudice to any of Purchaser's rights hereunder, with no right of Seller to approve or disapprove any actions taken in connection therewith by Purchaser. If Seller accepts liability and responsibility for the defense of any claim, it shall so notify Purchaser as soon as is practicable prior to the expiration of the Notice Period and undertake the defense or compromise of such claim, with counsel selected by Seller and reasonably acceptable to Purchaser. If Seller undertakes the defense or compromise of such 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 without the prior written approval of Purchaser, which approval shall not be unreasonably delayed required to indemnify Buyer, the Company and its Subsidiaries pursuant to Section 8.1(a)(i) hereof in respect of the representations and warranties made by Seller unless such right to indemnification is asserted by Buyer, the Company or denied.its Subsidiaries (whether or not such Losses have actually been incurred) by written notice to Seller within the following time periods:

Seller’s Indemnity. Notwithstanding Seller agrees to indemnify Buyer, its partners, members, shareholders, officers, directors and employees (the "Indemnitees") from and against, and to defend and hold them harmless from and against, any other provision claim, loss, cost, liability, damage, expense, fees or fines (including reasonable attorneys' fees and costs), or actions with respect thereto, only if the same are direct (and not consequential) but regardless of this Article 9whether foreseeable, for unforeseeable, past, present or future (collectively, "Claims"), asserted against, incurred or suffered by Buyer in connection with, related to or arising from: (i) the period beginning on the Closing Date and ending on the first anniversary acts, events or omissions of Seller or anyone acting by or through Seller occurring prior to the Closing Date (the "other than with respect to claims for which Seller Indemnity Period") Seller shall defend, indemnify and hold harmless Purchaser from any and all bona fide third party claims asserted during the Seller Indemnity Period is indemnified pursuant to the extent, and only provisions of this Agreement); (ii) any litigation instituted prior to the extentClosing 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, directly relating 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 mispayment, nonpayment Closing Date but only if any such Claim is made within the Survival Period; and (v) the untruth or underpayment inaccuracy of royalties for any of the for the Sale Interest applicable representations and warranties made by Seller in this Agreement in any material respect subject to the period of Seller's ownership 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 affected Assetsnegligence or willful misconduct of such Indemnitee. From The obligations of Seller to indemnify, defend and after Closing, any claim for indemnity arising under pay pursuant to this Section 9.13 shall be made by written noticethe joint and several obligations of Seller and Estein & Associates USA, together with a written description of any claims asserted stating the nature and basis of such claim and, if ascertainable, the amount thereof. Seller shall have a period of twenty (20) days after receipt of such notice within which to respond thereto or, 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 Ltd. (the "Notice PeriodIndemnity Guarantor"). If Seller denies liability hereunder ) and Buyer may look to either or fails to provide the defense for any claim, Purchaser may defend or compromise the claim as it deems appropriate without prejudice to any of Purchaser's rights hereunder, with no right both of Seller to approve or disapprove any actions taken in connection therewith by Purchaser. If Seller accepts liability and responsibility the Indemnity Guarantor for the defense satisfaction of any claimsuch obligations, it shall so notify Purchaser as soon as is practicable prior subject however to the expiration limitation of the Notice Period and undertake the defense or compromise of such claim, with counsel selected by Seller and reasonably acceptable to Purchaser. If Seller undertakes the defense or compromise of such claim, Purchaser shall be entitled, at its own expense, to participate liability identified in such defense, no compromise or settlement of any claim shall be made without reasonable notice to Purchaser, and without the prior written approval of Purchaser, which approval shall not be unreasonably delayed or deniedSection 12.2 hereof.

Seller’s Indemnity. Notwithstanding any other provision of this Article 9, for Subject to the period beginning on the Closing Date and ending on the first anniversary occurrence of the Closing Date (the "Seller Indemnity Period") Closing, each Seller shall defendindemnify, indemnify protect, defend and hold harmless Purchaser Buyer and its respective owners, officers, directors, partners, employees and agents from and against (i) subject to the limitations set forth in Sections 10.4 and 13.12, Claims relating to such Seller’s breach of any and all bona fide of its representations, Confidential Treatment Requested by CNL Lifestyle Properties, Inc. warranties or covenants hereunder, (ii) Claims brought by a third party claims asserted during the Seller Indemnity Period to the extent, and only to the extent, directly against Buyer or such other indemnified Persons relating to the mispaymentownership, nonpayment use, maintenance or underpayment of royalties for the for the Sale Interest applicable to the period of Seller's ownership operation of the affected Assets. From applicable Property and after Closing, any claim for indemnity arising under this Section 9.13 shall be made by written notice, together with a written description of any claims asserted stating the nature and basis of such claim and, if ascertainable, the amount thereof. Seller shall have a period of twenty (20) days after receipt of such notice within which to respond thereto or, 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 (the "Notice Period"). If Seller denies liability hereunder or fails to provide the defense for any claim, Purchaser may defend or compromise the claim as it deems appropriate without prejudice to any of Purchaser's rights hereunder, with no right of Seller to approve or disapprove any actions taken in connection therewith by Purchaser. If Seller accepts liability and responsibility for the defense of any claim, it shall so notify Purchaser as soon as is practicable accruing prior to the expiration of Closing Date, including, without limitation, relating to the Notice Period Ground Leases, the Leases, the Management Agreements, the Master Management Agreement, the Equipment Leases, the Membership Documents, Environmental Laws, the Permitted Exceptions, Licenses and undertake the defense or compromise of such claim, with counsel selected by Seller and reasonably acceptable to Purchaser. If Seller undertakes the defense or compromise of such 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 PurchaserPermits (including Liquor Licenses), and without Water Rights, and employees and those litigation matters disclosed on Schedule 10.1(j), and/or (iii) Claims under or arising from the Contracts and/or Ground Leases, except for Claims under the Approved Contracts and/or Ground Leases and accruing from and after the Closing; provided, however, the foregoing indemnification obligation applies only to Claims accruing prior written approval to Closing, but does not apply to any Claims (a) with respect to any CLP Leased Properties where the applicable Tenant is required to indemnify Landlord for such Claim pursuant to the applicable Lease, or (b) to the extent such Claims result from any act or omission of PurchaserBuyer or any agent, which approval employee, representative or contractor thereof. As a material inducement and condition to Buyer entering into this Agreement, CNL Lifestyle Properties, Inc., a Maryland corporation (“CLP”) shall guaranty to Buyer, for a period not be unreasonably delayed or deniedto exceed the Survival Period, and subject to the limitations set forth in Sections 10.4 and 13.12, the Sellers’ performance of Sellers’ indemnification obligations set forth in this Agreement. CLP and Sellers hereby acknowledge that CLP is an Affiliate of Sellers and that CLP shall benefit from the transactions contemplated herein.

Seller’s Indemnity. Notwithstanding Sellers jointly and severally agree to indemnify, defend and hold Buyer, WWI and their respective Affiliates harmless against and in respect of (i) all obligations and liabilities of Sellers or any of 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, 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 provision agreement contained herein; (iii) liabilities for sales, use, income and other taxes arising at any time out of this Article 9, for the period beginning operation of the business of Sellers and their Affiliates prior to the opening of business on the Closing Date and ending not provided for in Section 10.3 hereof; (iv) any claim, cost, loss, liability or 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 first anniversary of the Closing Date and (the "Seller Indemnity Period"v) Seller shall defendall reasonable costs and expenses (including reasonable attorneys' fees and disbursements) incurred by Buyer, indemnify and hold harmless Purchaser from WWI or their respective Affiliates in connection with any and all bona fide third party claims asserted during the Seller Indemnity Period to the extentaction, and only to the extentsuit, directly relating to the mispaymentproceeding, nonpayment demand, assessment 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, any claim for indemnity arising under this Section 9.13 shall be made by written notice, together with a written description of any claims asserted stating the nature and basis of such claim and, if ascertainable, the amount thereof. Seller shall have a period of twenty (20) days after receipt of such notice within which to respond thereto or, 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 (the "Notice Period"). If Seller denies liability hereunder or fails to provide the defense for any claim, Purchaser may defend or compromise the claim as it deems appropriate without prejudice judgment incident to any of Purchaser's rights hereunderthe matters indemnified against in this Section 9.1; provided, with however that Sellers shall have no right liability or obligation for consequential or punitive damages other than any such damages awarded to any person who is not a party hereto or is not an Affiliate of Seller to approve or disapprove any actions taken in connection therewith by Purchaser. If Seller accepts liability and responsibility for the defense of any claim, it shall so notify Purchaser as soon as is practicable prior to the expiration of the Notice Period and undertake the defense or compromise of such claim, with counsel selected by Seller and reasonably acceptable to Purchaser. If Seller undertakes the defense or compromise of such 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 without the prior written approval of Purchaser, which approval shall not be unreasonably delayed or denieda party hereto.

Seller’s Indemnity. Notwithstanding Subject to the further provisions hereof, Seller shall defend, indemnify and hold Buyer, its affiliates, and its/their directors, officers, employees, contractors, and representatives (which additional parties, together with Buyer, are hereinafter collectively referred to as the “Buyer Parties”) harmless from and against any and all Claims arising from, out of or in connection with, or otherwise relating to: (a) any inaccuracy of any representation or warranty of Seller set forth in this Agreement; (b) the Excluded Assets; (c) to the 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; (d) the ownership or operation of the Assets prior to the Effective Time (other provision than Claims with respect to royalties and taxes, which are addressed in clause (c) above), expressly excluding, however, matters assumed, indemnified against and waived by Buyer pursuant to Sections 7.7, 7.8 and 7.9 below; and (e) Seller’s breach of, or failure to perform or satisfy, any of its covenants and obligations hereunder. Seller shall not be liable to the Buyer Parties under clause (a) or (d) of this Article 9Section 3.3(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, is 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 period beginning 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 anything herein to the contrary, the cumulative obligation of Seller to Buyer Parties under clause (a) and (d) of this Section 3.3(b) will be limited to ten percent (10%) of the Purchase Price (the “Indemnity Amount”) and will be payable 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 Buyer Parties. 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 a Buyer Party has not provided notice to Seller as provided in Section 3.3(d) on or prior to 5:00 p.m., Houston, Texas time, on the Closing Date and ending on the first six (6) month anniversary of the Closing Date (the "Seller Indemnity Period"“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) Seller and 5.1(b) shall defendsurvive the Closing forever. Seller’s obligation to indemnify Buyer pursuant to clauses (c), indemnify and hold harmless Purchaser from any and all bona fide third party claims asserted during (e) of this Section 3.3(b) shall survive for one (1) year. The foregoing will not limit the rights of Buyer Parties to proceed against the Seller Indemnity as provided herein after the Closing Period Termination Date with respect to the extent, and only to the extent, directly relating to the mispayment, nonpayment or underpayment of royalties Claims for the for the Sale Interest applicable to the period of Seller's ownership of the affected Assets. From and after Closing, any claim for indemnity arising under this Section 9.13 shall be made by written notice, together with which a written description of any claims asserted stating the nature and basis of such claim and, if ascertainable, the amount thereof. Seller shall have a period of twenty (20) days after receipt of such notice within which to respond thereto or, 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 (the "Notice Period"). If Seller denies liability hereunder or fails to provide the defense for any claim, Purchaser may defend or compromise the claim as it deems appropriate without prejudice to any of Purchaser's rights hereunder, with no right of Seller to approve or disapprove any actions taken in connection therewith by Purchaser. If Seller accepts liability and responsibility for the defense of any claim, it shall so notify Purchaser as soon as is practicable prior to the expiration of the Notice Period and undertake the defense or compromise of such claim, with counsel selected by Seller and reasonably acceptable to Purchaser. If Seller undertakes the defense or compromise of such 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 Buyer Party has provided notice to Purchaser, and without the prior written approval of Purchaser, which approval shall not be unreasonably delayed or deniedSeller as provided in Section 3.3(d).

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 (the "Seller Indemnity Period") Seller shall defend, indemnify and hold harmless Purchaser from any and all bona fide third party claims asserted during the Seller Indemnity Period to the extent, and only to the extent, directly relating to the mispayment, nonpayment 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, subject to the provisions of this Agreement, Sellers shall, to the fullest extent permitted by law, PROTECT, DEFEND, INDEMNIFY, AND HOLD HARMLESS Buyer and its affiliates, including the directors, officers, employees, agents, and representatives of each of them (collectively, the “Buyer Parties”), from and against any claim and all Claims (as defined in Section 14(e) below) attributable to or arising out of: (i) the breach by Seller of the representations and warranties contained in Section 5 hereof or otherwise under any certificates delivered by Sellers hereunder, (ii) the breach by Sellers of their covenants under the Agreement, (iii) any failure of Sellers to properly pay any royalties or taxes attributable to Sellers’ interests in the Properties or production therefrom, insofar as the same are attributable to pre-Effective Date production and pre-Effective Date periods, (iv) the duties, liabilities and obligations or alleged or threatened liabilities and obligations that arise from the Properties or the ownership or operation of the Properties, insofar as attributable to the period of time prior to the Effective Date (other than those pre-Effective Date Assumed Obligations described in Sections 14(a)(B), 14(a)(C), 14(a)(D), 14(a)(F) and 14(a)(G) above), or (v) the Excluded Assets. Notwithstanding anything stated in this Agreement to the contrary, in no event shall Sellers ever be required to indemnify the Buyer Parties for indemnity arising Claims under this Sections 14(b)(i), 14(b)(ii) and 14(b)(iv) above in any amount exceeding, in the aggregate, fifty percent (50%) of the Base Purchase Price. After Closing, any assertion by Buyer that Sellers are liable under the terms of the indemnities provided by Section 9.13 shall 14(b)(i) must be made by written notice, together with a written description of any claims asserted stating the nature Buyer in writing and basis of such claim and, must be given to Sellers (or shall be deemed waived if ascertainable, the amount thereof. Seller shall have a period of twenty (20not given) days after receipt of such notice within which to respond thereto or, 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 (the "Notice Period"). If Seller denies liability hereunder on or fails to provide the defense for any claim, Purchaser may defend or compromise the claim as it deems appropriate without prejudice to any of Purchaser's rights hereunder, with no right of Seller to approve or disapprove any actions taken in connection therewith by Purchaser. If Seller accepts liability and responsibility for the defense of any claim, it shall so notify Purchaser as soon as is practicable prior to the expiration date that is twelve (12) months following the Closing Date. Any notice to Sellers shall state the facts known to Buyer that give rise to such notice in sufficient detail to allow Seller to evaluate the assertion. All post-Closing claims by Buyer for a breach of the Notice Period and undertake the defense or compromise any of such claim, with counsel selected by Seller and reasonably acceptable to Purchaser. If Seller undertakes the defense or compromise of such claim, Purchaser Sellers’ representations in Section 5 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 without the prior written approval of Purchaser, which approval shall not be unreasonably delayed or deniedasserted by Buyer only under Section 14(b)(i).

Seller’s Indemnity. Notwithstanding Upon closing of the transactions contemplated herein, Seller hereby agrees to indemnify and hold Buyer, its Affiliates, successors and assigns and their respective representatives ("Buyer's Indemnitees") harmless from and against, and agrees to defend promptly Buyer's Indemnitees from and reimburse Buyer's Indemnitees for, any and all losses, damages, costs, expenses, liabilities, obligations and claims of any kind, including, without limitation, reasonable attorneys' fees and other provision legal costs and expenses (collectively, the "Losses"), that Buyer's Indemnitees may at any time suffer or incur, or become subject to, 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 instrument or document executed by Seller in connection with or as a result of this Article 9Agreement; (ii) any breach by Seller of any covenant or obligation of Seller in this Agreement; (iii) any claim by 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 (or any Person acting on its behalf) in connection with any of the transactions contemplated by this Agreement; (iv) any liability of Seller 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, for under any common law doctrine of de facto merger or successor liability, or otherwise); (v) any liability in respect of any Taxes relating to the Purchased Assets attributable to any period beginning on the Closing Date before and ending on the first anniversary Closing Date; and (vi) 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 of such Claims within one (1) year of the Closing Date (Date, except the "Seller Indemnity Period") Seller shall defend, indemnify and hold harmless Purchaser from any and all bona fide third party claims asserted during the Seller Indemnity Period time limitation with respect to the extent, representations set forth in SECTIONS 3.07 and only to the extent, directly relating to the mispayment, nonpayment 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, any claim for indemnity arising under this Section 9.13 3.09 shall be made by written notice, together with a written description of any claims asserted stating the nature and basis of such claim and, if ascertainable, the amount thereof. Seller shall have a period of twenty (20) days after receipt of such notice within which to respond thereto or, 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 (the "Notice Period"). If Seller denies liability hereunder or fails to provide the defense for any claim, Purchaser may defend or compromise the claim as it deems appropriate without prejudice to any of Purchaser's rights hereunder, with no right of Seller to approve or disapprove any actions taken in connection therewith by Purchaser. If Seller accepts liability and responsibility for the defense of any claim, it shall so notify Purchaser as soon as is practicable prior to the upon expiration of the Notice Period and undertake applicable statute of limitations with respect to the defense tax or compromise of such claim, with counsel selected by Seller and reasonably acceptable environmental matters giving rise to Purchaser. If Seller undertakes the defense or compromise of such claim, Purchaser shall be entitled, at its own expense, to participate in such defense, no compromise or settlement of any a claim shall be made without reasonable notice to Purchaser, and without the prior written approval of Purchaser, which approval shall not be unreasonably delayed or deniedthereunder.

Seller’s Indemnity. Notwithstanding any other provision of this Article 9, for the period beginning on the Closing Date Seller hereby indemnifies Purchaser against and ending on the first anniversary of the Closing Date (the "Seller Indemnity Period") Seller shall defend, indemnify and agrees to hold it harmless Purchaser from any and all bona fide third party claims asserted during damage, loss, settlement, obligation, deficiency, liability and expense (including, without limitation, reasonable expenses of investigation and attorneys’ fees and expenses in connection with any action, suit or proceeding) (“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 Seller Indemnity Period ownership or operation of the Assets and Liabilities prior to the extentClosing Date; or (c) subject to the limitation set forth in Section 9.4, the breach of any representation or warranty made by Seller in this Agreement. Purchaser agrees to give prompt notice to Seller of the assertion of any claim, or the commencement of any suit, action or proceeding, in respect of which indemnity may be sought hereunder. Seller may, and only to at the extent, directly relating to the mispayment, nonpayment request of Purchaser shall (unless Seller disclaims any liability 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, any claim for indemnity arising obligation under this Section 9.13 shall be made by written notice9.2 with respect to such suit, together with a written description of any claims asserted stating the nature action or proceeding) participate in and basis of such claim and, if ascertainable, the amount thereof. Seller shall have a period of twenty (20) days after receipt of such notice within which to respond thereto or, 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 (the "Notice Period"). If Seller denies liability hereunder or fails to provide the defense for any claim, Purchaser may defend or compromise the claim as it deems appropriate without prejudice to any of Purchaser's rights hereunder, with no right of Seller to approve or disapprove any actions taken in connection therewith by Purchaser. If Seller accepts liability and responsibility for control the defense of any claimsuch suit, it shall so notify Purchaser as soon as is practicable prior to the expiration of the Notice Period and undertake the defense action or compromise of proceeding at Seller’s own expense. In any such claimsuit, with counsel selected by Seller and reasonably acceptable to Purchaser. If Seller undertakes the defense action or compromise of such claimproceeding, Purchaser shall be entitled, at have the right to retain its own expensecounsel, but the fees and expenses of such counsel shall be at Purchaser’s sole expense unless (i) Seller and Purchaser mutually agree to participate the retention of such counsel or (ii) the named parties to any 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 actual or potential differing defenses or conflicts of interests between them. Purchaser shall have the right to settle or compromise any claim or liability subject to indemnification under this Section, and to be indemnified from and against Damages resulting therefrom, unless Seller, within sixty (60) calendar days after receiving written notice of the claim or liability, notifies Purchaser that it intends to defend against such claim or liability and undertakes such defense, no compromise or, if required in a shorter time than sixty (60) calendar days, Seller makes the requisite response to such claim or settlement of any claim shall be made without reasonable notice to Purchaser, and without the prior written approval of Purchaser, which approval liability asserted. Seller shall not be unreasonably delayed liable under this Section for any settlement in an amount greater than $50,000 unless Seller has given its prior written consent. Purchaser may settle any claim for $50,000 or deniedless without Seller’s consent.

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 (the "Seller Indemnity Period") The Seller shall defendbe liable to indemnify, indemnify defend and hold harmless Purchaser and shall keep indemnified, the Buyer from and against any and all bona fide losses, damages, penalties, costs and expenses (including 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 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 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 claims asserted during 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 Indemnity Period 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 extentextent 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 only 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 extent, directly relating matter and in connection with proceedings related to the mispaymentmatter, nonpayment or underpayment of royalties for use reputable advisers and lawyers. The Seller shall not settle any such Proceeding without the for the Sale Interest applicable to the period of Seller's ownership prior written consent of the affected AssetsBuyer, which consent shall not be unreasonably withheld. From Save and after Closingexcept a claim arising out of anything contained in Schedule [●] (“Schedule [●] Claim”), any no claim for indemnity arising under this Section 9.13 which is of a value of Rs. [●] or less shall be made by written notice, together with a written description of any the Buyer against the Seller. No claims asserted stating the nature and basis of such claim and, if ascertainable, the amount thereof. Seller shall have a period of twenty (20) days after receipt of such notice within which to respond thereto or, 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 (the "Notice Period"). If Seller denies liability hereunder or fails to provide the defense for any claim, Purchaser may defend or compromise the claim as it deems appropriate without prejudice to any of Purchaser's rights hereunder, with no right of Seller to approve or disapprove any actions taken in connection therewith by Purchaser. If Seller accepts liability and responsibility for the defense of any claim, it shall so notify Purchaser as soon as is practicable prior to the expiration of the Notice Period and undertake the defense or compromise of such claim, with counsel selected by Seller and reasonably acceptable to Purchaser. If Seller undertakes the defense or compromise of such 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 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 Purchasera Schedule [●] Claim. [Notwithstanding anything contained in this Agreement, and without the prior written approval entire liability of Purchaser, which approval 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 unreasonably delayed 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 shall reimburse, to the full extent, the Buyer in relation to the claims or deniedlosses incurred or suffered by the Buyer arising out of or in relation to the Refund Assets.

Seller’s Indemnity. Notwithstanding any other provision of this Article 9, for the period beginning on the Closing Date Seller and ending on the first anniversary each of the Closing Date Shareholders severally and not jointly (not exceeding the "Seller Indemnity Period"product of the respective person’s percentage of the Stock Consideration set forth on Exhibit A multiplied by the Indemnification Cap) Seller shall defend, agree to indemnify and hold harmless Purchaser and its officers, directors, managers, partners, shareholders, members, employees, contractors, attorneys, representatives, successors, and assigns (the “Purchaser Indemnitees”) from and against any and all bona fide third party claims asserted during costs, losses, liabilities, damages, litigation, claims, costs, and expenses, including reasonable attorneys’ fees and other expenses of investigation and defense (collectively, “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 certificate or other document delivered hereunder or pursuant hereto by Seller, including, without limitation, any breach of any representation or warranty made by Seller Indemnity Period 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, Seller will indemnify and hold harmless the Purchaser Indemnitees for any Damages to which the Purchaser Indemnitees may become subject or which are incurred in connection with, arise out of, result from, or are attributable to: (i) any breach by the operation of Seller before Closing and/or any use of the Assets before Closing; (ii) any fraud or intentional misrepresentation of Seller, (iii) any and all taxes, fines, interest and/or penalties of Seller for all taxable periods ending on or before Closing; (iv) any and 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 law, rule, or regulation, which taxes relate to an event or transaction occurring before or on Closing; or (v) any and all taxes, fines, interest and/or penalties for failure to pay taxes imposed on the Purchaser Indemnitees related to the extent, and only to the extent, directly relating to the mispayment, nonpayment or underpayment of royalties for the for the Sale Interest applicable to the period of Seller's ownership tax treatment of the affected Assets. From and after Closing, any claim for indemnity arising under this Section 9.13 shall be made by written notice, together with a written description of any claims asserted stating the nature and basis of such claim and, if ascertainable, the amount thereof. Seller shall have a period of twenty (20) days after receipt of such notice within which to respond thereto or, 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 (the "Notice Period"). If Seller denies liability hereunder or fails to provide the defense for any claim, Purchaser may defend or compromise the claim as it deems appropriate without prejudice to any of Purchaser's rights hereunder, with no right of Seller to approve or disapprove any actions taken in connection therewith by Purchaser. If Seller accepts liability and responsibility for the defense of any claim, it shall so notify Purchaser as soon as is practicable prior to the expiration purchase of the Notice Period and undertake the defense or compromise of such claim, with counsel selected by Seller and reasonably acceptable to Purchaser. If Seller undertakes the defense or compromise of such 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 without the prior written approval of Purchaser, which approval shall not be unreasonably delayed or deniedAssets.

Seller’s Indemnity. Notwithstanding any other provision Subject to the terms and conditions of this Article 9Agreement, Sellers agree 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 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 Fairmont Sonoma Mission Inn & Spa Manager under Section 16.13 of the Fairmont Sonoma Mission Inn & Spa Management Agreement with respect to the transfer of Fairmont Sonoma Mission Inn & Spa from the applicable Seller to Purchaser under this Agreement, (c) any amounts owed by Sellers under Section 9.8, and (d) and all reasonable costs and expenses (including reasonable attorneys’ fees) incurred by Purchaser in connection with any action, suit, proceeding, demand, arbitration, assessment or judgment incident to any of the matters indemnified against by Sellers in this Section 11.4. (collectively, the “Seller’s Indemnity Obligations”). Sellers understand and agree 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 Seller Closing Deliveries or otherwise, Sellers shall not have any liability or obligation with respect to any Seller’s Indemnity Obligations unless prior to the end of the Survival Period (or, with respect to any claim raised or action filed by the Fairmont Sonoma Mission Inn & Spa Manager as referenced in subparagraph (b) 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 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 Seller’s Indemnity Obligation shall lapse and be of no further force or effect with respect to any matters not contained in a written notice delivered to the Sellers as contemplated herein on or prior to the end of the Survival Period (or, with respect to any claim raised or action filed by the Fairmont Sonoma Mission Inn & Spa Manager as referenced in subparagraph (b) 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 claim raised or action filed by the Fairmont Sonoma Mission Inn & Spa Manager as referenced in subparagraph (b) above, for the two-year period beginning on following the Closing Date and ending on the first anniversary of the Closing Date (the "Seller Indemnity Period") Seller shall defend, indemnify and hold harmless Purchaser from any and all bona fide third party claims asserted during the Seller Indemnity Period to the extent, and only to the extent, directly relating to the mispayment, nonpayment 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, any claim for indemnity arising under this Section 9.13 shall be made by written notice, together with a written description of any claims asserted stating the nature and basis of such claim and, if ascertainable, the amount thereof. Seller shall have a period of twenty (20) days after receipt of such notice within which to respond thereto or, 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 (the "Notice Period"Date). If Seller denies liability hereunder or fails to provide the defense for any claim, Purchaser may defend or compromise the claim as it deems appropriate without prejudice to any of Purchaser's rights hereunder, with no right of Seller to approve or disapprove any actions taken in connection therewith by Purchaser. If Seller accepts liability and responsibility for the defense of any claim, it shall so notify Purchaser as soon as is practicable prior to the expiration of the Notice Period and undertake the defense or compromise of such claim, with counsel selected by Seller and reasonably acceptable to Purchaser. If Seller undertakes the defense or compromise of such 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 without the prior written approval of Purchaser, which approval shall not be unreasonably delayed or denied.

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 (the "Seller Indemnity Period") The Seller shall defendbe liable to indemnify, indemnify defend and hold harmless Purchaser and shall keep indemnified, the Buyer from and against any and all bona fide losses, damages, penalties, costs and expenses (including 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 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 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 claims asserted during 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 Indemnity Period 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 extentextent 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 only 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 extent, directly relating matter and in connection with proceedings related to the mispaymentmatter, nonpayment or underpayment of royalties for use reputable advisers and lawyers. The Seller shall not settle any such Proceeding without the for the Sale Interest applicable to the period of Seller's ownership prior written consent of the affected AssetsBuyer, which consent shall not be unreasonably withheld. From Save and after Closingexcept a claim arising out of anything contained in Schedule [●] (“Schedule [●] Claim”), any no claim for indemnity arising under this Section 9.13 which is of a value of Rs. [●] or less shall be made by written notice, together with a written description of any the Buyer against the Seller. No claims asserted stating the nature and basis of such claim and, if ascertainable, the amount thereof. Seller shall have a period of twenty (20) days after receipt of such notice within which to respond thereto or, 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 (the "Notice Period"). If Seller denies liability hereunder or fails to provide the defense for any claim, Purchaser may defend or compromise the claim as it deems appropriate without prejudice to any of Purchaser's rights hereunder, with no right of Seller to approve or disapprove any actions taken in connection therewith by Purchaser. If Seller accepts liability and responsibility for the defense of any claim, it shall so notify Purchaser as soon as is practicable prior to the expiration of the Notice Period and undertake the defense or compromise of such claim, with counsel selected by Seller and reasonably acceptable to Purchaser. If Seller undertakes the defense or compromise of such 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 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 Purchasera Schedule [●] Claim. [Notwithstanding anything contained in this Agreement, and without the prior written approval entire liability of Purchaser, which approval 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 unreasonably delayed 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 shall reimburse, to the full extent, the Buyer in relation to the claims or deniedlosses incurred or suffered by the Buyer arising out of or in relation to the Refund Assets.

Seller’s Indemnity. Notwithstanding any other provision of this Article 9(a) From and after the Closing, for the period beginning on the Closing Date and ending on the first anniversary of the Closing Date (the "Seller Indemnity Period") Seller shall protect, defend, indemnify and hold Purchaser and Purchaser’s officers, directors, shareholders, affiliates, partners, members, parents, subsidiaries, successors and assigns (collectively, “Purchaser Indemnified Parties”), free and harmless Purchaser from and against (i) any and all bona fide third party claims asserted during the Seller Indemnity Period Losses for personal injury or death and property damage to the extentextent related to the Hotel and also accruing prior to the Closing, (ii) any Losses to the extent arising from (A) a breach of Seller’s Representations, and only (B) a breach of Seller’s covenants set forth in Sections 12.1(a)(ii, iii, and iv) (except to the extentextent that Purchaser has knowledge or information of an inaccuracy or breach of representation, directly warranty or covenant as provided in the last sentence of the last paragraph of Section 6.1 and nonetheless Closes), and (iii) any Losses to the extent arising from or related to any wages, vested vacation and sick time, vested retirement benefits and all other employee costs with respect to individuals who work at the Hotel relating to the mispayment, nonpayment or underpayment of royalties for time period prior the for the Sale Interest applicable Apportionment Time (except to the period extent apportioned) (collectively, “Purchaser’s Claims”). Notwithstanding anything in this Agreement to the contrary, (x) Seller’s Property Representations and the indemnity set forth in subsentence (ii) above with respect to Seller’s Property Representations and the covenants referenced therein shall survive for 12 months after the Closing Date and (y) any other of Seller's ownership ’s Representations (other than Seller’s Property Representations) and the indemnity set forth in subsentence (ii) above with respect to same shall survive for 36 months after the Closing Date (each of such 12 and 36 months periods, as applicable, a “Survival Period”). Each of (x) Seller’s Property Representations and the indemnity set forth in subsentence (ii) above with respect to Seller’s Property Representations and the covenants referenced therein and (y) any other of Seller’s Representations (other than Seller’s Property Representations) and the indemnity set forth in subsentence (ii) above with respect to same, shall automatically be null and void and of no further force and effect on the expiration date of the affected Assetsapplicable Survival Period unless, on or before such expiration date, Purchaser shall have provided notice to Seller pursuant to Article 15 hereof alleging that Seller shall be in breach of such representation or warranty and that Purchaser shall have suffered actual damages as a result thereof. From Purchaser shall then have 30 days following delivery of such notice to commence a legal proceeding against Seller. If Purchaser has not commenced a legal proceeding against Seller within such 30-day period following delivery of notice, then such representations and after Closing, any claim for indemnity arising shall be null and void and Seller’s obligations under this Section 9.13 17.5.2 with respect to such representations and indemnity shall terminate. The maximum aggregate amount of liability that Seller shall have under any circumstance under this Agreement for any claim or Loss (singularly or in aggregate of all claims and Losses) for a breach of Seller’s Representations and the indemnity obligation set forth in subsentence (ii) shall not exceed, in the aggregate, $3,000,000.00 (the “Damage Cap”); provided, however, that Purchaser shall not have the right to assert a claim under this Section 17.5.2(a) for a breach of Seller’s Representations or the indemnity obligation set forth in subsentence (ii) unless the Loss to Purchaser on account of such breach (individually or when combined with Losses from other breaches) equals or exceeds $600,000 (the “Threshold”), in which event Purchaser may assert claims for the full amount of such Loss (including the initial $600,000 of Loss incurred prior to reaching the Threshold), but in no event to exceed the Damage Cap. Notwithstanding the foregoing, to the extent that the Hotel maintains insurance with respect to a matter that would be a Purchaser Claim, Purchaser shall first seek recovery from such insurance (and not from Seller) and only the amounts not so covered by insurance shall count toward the $600,000 Threshold; provided, that the determination as to whether a matter that would be a Purchaser Claim is covered by insurance maintained by the Hotel shall be made by written notice, together with a written description of any claims asserted stating the nature and basis of such claim and, if ascertainable, the amount thereof. Seller shall have a period of twenty (20) days after receipt of such notice within which to respond thereto or, 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 (the "Notice Period"). If Seller denies liability hereunder or fails to provide the defense for any claim, Purchaser may defend or compromise the claim as it deems appropriate without prejudice to any of Purchaser's rights hereunder, with no right of Seller to approve or disapprove any actions taken in connection therewith by Purchaser. If Seller accepts liability and responsibility for the defense of any claim, it shall so notify Purchaser as soon as is practicable prior to the expiration of the Notice Period and undertake the defense or compromise of such claim, with counsel selected by Seller and reasonably acceptable to Purchaser. If Seller undertakes the defense or compromise of such 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 ’s reasonable notice to Purchaser, and without the prior written approval of Purchaser, which approval shall not be unreasonably delayed or denieddiscretion.

Seller’s Indemnity. Notwithstanding Without limiting any other provision of this Article 9rights 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 period beginning on benefit of themselves and the Closing Date Purchasers, Buyer and ending on the first anniversary of the Closing Date their respective officers, managers, agents and employees (the "each a “Seller Indemnity Period"Indemnified Party”) Seller shall defend, indemnify from and hold harmless Purchaser from against any and all bona fide third party claims asserted during Indemnified Losses at any time imposed on or incurred by any Seller Indemnified Party arising out of or otherwise relating to any Transaction Document, the transactions contemplated thereby, or any action taken or omitted by any of the Seller Indemnity Period Indemnified Parties, whether arising by reason of the acts to be performed by the Sellers hereunder or otherwise, excluding only Indemnified Losses (“Excluded Losses”) to the extentextent (x) a final judgment of a court of competent jurisdiction holds such Indemnified Losses resulted solely from gross negligence or willful misconduct of the Seller Indemnified Party seeking indemnification, and only (y) solely due to the extentcredit risk or financial inability to pay of the Obligor and for which reimbursement would constitute recourse to Originator or the Collection Agent for uncollectible Receivables or (z) such Indemnified Losses include Taxes on, directly or measured by, the overall net income of the Buyer. Without limiting the foregoing indemnification, but subject to the limitations set forth in clauses (x), (y) and (z) of the previous sentence, each Seller jointly and severally shall indemnify each Seller Indemnified Party for Indemnified Losses relating to the mispayment, nonpayment 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, any claim for indemnity arising under this Section 9.13 shall be made by written notice, together with a written description of any claims asserted stating the nature and basis of such claim and, if ascertainable, the amount thereof. Seller shall have a period of twenty (20) days after receipt of such notice within which to respond thereto or, 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 (the "Notice Period"). If Seller denies liability hereunder or fails to provide the defense for any claim, Purchaser may defend or compromise the claim as it deems appropriate without prejudice to any of Purchaser's rights hereunder, with no right of Seller to approve or disapprove any actions taken in connection therewith by Purchaser. If Seller accepts liability and responsibility for the defense of any claim, it shall so notify Purchaser as soon as is practicable prior to the expiration of the Notice Period and undertake the defense or compromise of such claim, with counsel selected by Seller and reasonably acceptable to Purchaser. If Seller undertakes the defense or compromise of such 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 without the prior written approval of Purchaser, which approval shall not be unreasonably delayed or denied.resulting from: