Common use of Indemnification of Buyer Clause in Contracts

Indemnification of Buyer. Without in any way limiting or diminishing the warranties, representations or agreements herein contained or the rights or remedies available to Buyer for a breach hereof, each Interest Owner hereby agrees to indemnify, defend and hold harmless Buyer and, if the Closing occurs hereunder, the Company and their respective designees, successors and assigns from and against all losses, judgments, liabilities, claims, damages or expenses (including reasonable attorneys’ fees) of every kind, nature and description in existence before, on or after Closing, whether known or unknown, absolute or continent, joint or several, arising out of or relating to: (i) any claim made or asserted against Buyer or the Company, or any of the Property by a creditor of the Company or any Interest Owner, including any claims based on or alleging a violation of any bulk sales act or other similar laws; (ii) the breach of any representation, warranty, covenant or agreement of the Company or any Interest Owner contained in this Contract; (iii) any liability or obligation of the Company assumed or incurred prior to the Closing Date; and (iv) the conduct and operation by or on behalf of the Company of the Hotel or the ownership, use or operation of the Property prior to Closing. The indemnification under this Section 8.7(a) shall terminate and be of no further force and effect, as to the matters described in clauses (i) through (iv) above, on and after the first anniversary date of the Closing; provided, however, that (A) to the extent any of the representations and warranties survive for a longer period pursuant to Section 7.3, the foregoing indemnification relating to such representations and warranties shall terminate and be of no further force and effect on and after the expiration of such longer period and (B) the indemnification shall not terminate as to claims asserted in writing by Buyer or the Company before such first anniversary date or longer period, as the case may be. Any other indemnification by Interest Owners under this Agreement also shall terminate and be of further force and effect on and after the first anniversary date of the Closing, except as to claims asserted in writing by Buyer or the Company before such anniversary date.

Indemnification of Buyer. Without in any way limiting or diminishing the warranties, representations or agreements herein contained or the rights or remedies available to Buyer for a breach hereof, each Interest Owner hereby agrees to indemnify, defend and hold harmless Buyer and, if the Closing occurs hereunder, the Company and their respective designees, successors and assigns from and against all losses, judgments, liabilities, claims, damages or expenses (including reasonable attorneys’ fees) of every kind, nature and description in existence before, on or after Closing, whether known or unknown, absolute or continent, joint or several, arising out of or relating to: (i) any claim made or asserted against Buyer or the Company, or any of the Property by a creditor of the Company or any Interest Owner, including any claims based on or alleging a violation of any bulk sales act or other similar laws; (ii) the breach of any representation, warranty, covenant or agreement of the Company or any Interest Owner contained in this Contract; (iii) any liability or obligation of the Company assumed or incurred prior to the Closing Date; and (iv) the conduct and operation by or on behalf of the Company of the Hotel or the ownership, use or operation of the Property prior to Closing. The indemnification under this Section 8.7(a) shall terminate and be of no further force and effect, as to the matters described in clauses (i) through (ivv) above, on and after the first anniversary date of the Closing; provided, however, that (A) to the extent any of the representations and warranties survive for a longer period pursuant to Section 7.3, the foregoing indemnification relating to such representations and warranties shall terminate and be of no further force and effect on and after the expiration of such longer period and (B) the indemnification shall not terminate as to claims asserted in writing by Buyer or the Company before such first anniversary date or longer period, as the case may be. Any other indemnification by Interest Owners under this Agreement (except for the indemnification as to matters described in clause (vi) above) also shall terminate and be of further force and effect on and after the first anniversary date of the Closing, except as to claims asserted in writing by Buyer or the Company before such anniversary date.

Indemnification of Buyer. Without in any way limiting or diminishing the warranties, representations or agreements herein contained or the rights or remedies available to Buyer for a breach hereof, each Interest Owner hereby agrees to indemnify, defend and hold harmless Buyer and, if the Closing occurs hereunder, the Company and their respective designees, successors and assigns from and against all losses, judgments, liabilities, claims, damages or expenses (including reasonable attorneys’ fees) of every kind, nature and description in existence before, on or after Closing, whether known or unknown, absolute or continent, joint or several, arising out of or relating to: (i) any claim made or asserted against Buyer or the Company, or any of the Property by a creditor of the Company or any Interest Owner, including any claims based on or alleging a violation of any bulk sales act or other similar laws; (ii) the breach of any representation, warranty, covenant or agreement of the Company or any Interest Owner contained in this Contract; (iii) any liability or obligation of the Company assumed or incurred prior to the Closing Date; and; (iv) any claim made or asserted by any employee of the Company or of the Existing Manager arising out of the transfer of any Interest and/or the termination of such employee’s employment as a result of the transactions contemplated hereby; (v) the conduct and operation by or on behalf of the Company of the Hotel or the ownership, use or operation of the Property prior to Closing; and (vi) any liability, including without limitation any contributions, fees, premiums, expenses or penalties, with regard to any Employee Plan of the Company or any other Employee Plan covering employees at the Hotel. The indemnification under this Section 8.7(a8.8(a) shall terminate and be of no further force and effect, as to the matters described in clauses (i) through (ivv) above, on and after the first anniversary date of the Closing; provided, however, that (A) to the extent any of the representations and warranties survive for a longer period pursuant to Section 7.3, the foregoing indemnification relating to such representations and warranties shall terminate and be of no further force and effect on and after the expiration of such longer period and (B) the indemnification shall not terminate as to claims asserted in writing by Buyer or the Company before such first anniversary date or longer period, as the case may be. Any other indemnification by Interest Owners under this Agreement (except for the indemnification as to matters described in clause (vi) above) also shall terminate and be of further force and effect on and after the first anniversary date of the Closing, except as to claims asserted in writing by Buyer or the Company before such anniversary date.

Indemnification of Buyer. Without in any way limiting or diminishing For a period of three (3) years after the warrantiesClosing Date, representations or agreements herein contained or the rights or remedies available to Seller and Jarrett will joixxxx xxd severally indemnify Buyer for a breach hereof, each Interest Owner hereby agrees to indemnify, defend and hold it harmless Buyer and, if the Closing occurs hereunder, the Company and their respective designees, successors and assigns from and against any and all damages, losses, deficiencies, actions, demands, judgments, liabilities, claims, damages or costs and expenses (including without limitation, reasonable attorneys’ ' and accountants' fees) (collectively, "Damages") of every kind, nature and description in existence before, on or after Closing, whether known against Buyer resulting from or unknown, absolute or continent, joint or several, arising out of or relating to: (ia) any claim made misrepresentation or asserted against Buyer breach of any warranty or the Companyrepresentation of Seller or Jarrett containex xx xxis Agreement, or in any agreement, document or instrument delivered by or on behalf of the Property by a creditor of the Company Seller pursuant to or any Interest Owner, including any claims based on or alleging a violation of any bulk sales act or other similar laws; in connection with this Agreement; (iib) the breach or nonfulfillment of any representation, warranty, covenant or agreement of the Company or any Interest Owner Seller contained in this Contract; Agreement or in any agreement, document or instrument delivered by or on behalf of Seller pursuant to or in connection with this Agreement; (iiic) except for the Assumed Liabilities, any liability liabilities or obligation obligations of Seller, including, without limitation, any assessments, claims or liabilities (including interest and penalties) for federal, state or local income, sales, use, franchise or other taxes relating to, imposed upon or assessed against the Company assumed Subject Assets or incurred the Subject Business for all periods prior to the Closing Date; and or (ivd) except for the conduct Assumed Liabilities, any act or omission of Seller or any occurrence or matter with respect to the Subject Assets or the Subject Business on or before the Closing Date, including, without limitation, any claim for nonperformance or breach of contract, any claim for worker's compensation or unemployment compensation, and/or claims for personal injury or property damage. Buyer acknowledges and operation by or on behalf agrees that in pursuance of the Company plan of the Hotel reorganization contemplated by this Agreement, Seller will liquidate any remaining assets and dissolve and Buyer hereby forever releases all Shareholders (other than Jarrett) and agrxxx xxx to allege or the ownershipcommence any claims, use suits or operation proceedings of the Property prior to Closing. The indemnification under this Section 8.7(a) shall terminate and be of no further force and effectany manner, as to the matters described in clauses (i) through (iv) above, on and after the first anniversary date of the Closing; provided, however, that (A) to the extent type or basis against any of the representations and warranties survive for a longer period pursuant to Section 7.3, the foregoing indemnification relating to such representations and warranties shall terminate and be of no further force and effect on and after the expiration of such longer period and (B) the indemnification shall not terminate as to claims asserted in writing by Buyer or the Company before such first anniversary date or longer period, as the case may be. Any Shareholder other indemnification by Interest Owners under this Agreement also shall terminate and be of further force and effect on and after the first anniversary date of the Closing, except as to claims asserted in writing by Buyer or the Company before such anniversary datethan Jarrett.

Indemnification of Buyer. Without Stockholder and, in any way limiting or diminishing the warrantiesevent the ------------------------ Acquisition is not consummated and only to the extent applicable, representations or agreements herein contained or the rights or remedies available Company, jointly and severally covenant and agree to Buyer for a breach hereofindemnify and save and hold Buyer, its officers, directors, employees, agents and representatives, each Interest Owner hereby agrees to indemnifyperson who controls Buyer within the meaning of the Securities Act, defend and hold harmless Buyer and, if the Closing occurs hereunder, the Company (in the event the Acquisition is consummated and their respective designees, successors and assigns only to the extent applicable) harmless from and against all lossesany loss, judgmentsexpense, liabilitiesliability, claimsclaim or legal damages (including, damages without limitation, reasonable fees and disbursements of counsel and other costs and expenses incident to any actual or expenses (including reasonable attorneys’ feesthreatened claim, suit, action or proceeding) of every kind, nature and description in existence before, on or after Closing, whether known or unknown, absolute or continent, joint or several, arising out of or relating to:resulting (i) any claim made inaccuracy in or asserted against Buyer or the Company, or any of the Property by a creditor of the Company or any Interest Owner, including any claims based on or alleging a violation of any bulk sales act or other similar laws; (ii) the breach of any representation, warranty, covenant or agreement of made by Stockholder or the Company or any Interest Owner contained in this Contract; Agreement or in any writing delivered pursuant to this Agreement or at the Closing; (ii) the failure of Stockholder or the Company to perform or observe fully any covenant, agreement or provision to be performed or observed by it pursuant to this Agreement; (iii) any liability actual or obligation threatened claim, suit, action or proceeding arising out of or resulting from the conduct by the Company assumed of its business or incurred prior to operations on or before the Closing Date, including, but not limited to, those arising out of or relating to (A) the employment relationship existing before Closing between the Company and its affiliates and any and all current or former employees of either, or (B) the compliance with all Agency and other standards and regulations and contractual commitments applicable to mortgage loans originated before Closing by the Company; and (iv) any failure to have obtained all Permits, consents, waivers, approvals, licenses and authorizations required in connection with the conduct execution and operation by or on behalf delivery of this Agreement and the consummation of the transactions contemplated hereby; (v) the Company of the Hotel or the ownership, use or operation of the Property prior to Closing. The indemnification under this Section 8.7(a) shall terminate and be of no further force and effect, as to the matters described in clauses (i) through (iv) above, on and maintaining after the Closing its existing escrow practices through the date it completes its first post-closing annual escrow analysis; (vi) the Company maintaining its existing practices relating to adjusting mortgage interest rates through the anniversary date of the Closing; providedand (vii) the loan repurchase obligations, howevernotifications and settlements referenced on Schedule 6.4 to this First Amended and Restated Stock Purchase Agreement at the time of its execution and any and all expenses, that (A) costs and other liabilities incident thereto, which indemnification obligation shall survive the Closing indefinitely. Stockholder agrees to the extent any of the representations and warranties survive for a longer period pursuant to Section 7.3reimburse Buyer, the foregoing indemnification relating to such representations and warranties shall terminate and be of no further force and effect on and after the expiration of such longer period and (B) the indemnification shall not terminate as to claims asserted in writing by Buyer Company, or the Company before such first anniversary date or longer periodother indemnified party, as the case may be. Any , promptly upon demand for any unreimbursed payment made or loss suffered by Buyer, the Company, or other indemnification by Interest Owners under this Agreement also shall terminate and be of further force and effect on and indemnified party, as the case may be, at any time after the first anniversary date Closing Date in respect of any damage, loss, cost, expense, deficiency, liability, judgment, claim, action or demand to which the Closingforegoing indemnity relates, except as to claims asserted in writing by Buyer provided, however, any such unreimbursed payment or loss suffered that does not exceed $5,000 shall not be reimbursed until the Company before aggregate amount of such anniversary dateunreimbursed payments or loses exceeds $5,000.

Indemnification of Buyer. Without in any way limiting or diminishing the warranties, representations or agreements herein contained or the rights or remedies available to Buyer for a breach hereof, each Interest Owner hereby agrees to indemnify, defend and hold harmless Buyer and, if the Closing occurs hereunder, the Company and their respective designees, successors and assigns from and against all losses, judgments, liabilities, claims, damages or expenses (including reasonable attorneys’ ' fees) of every kind, nature and description in existence before, on or after Closing, whether known or unknown, absolute or continent, joint or several, arising out of or relating to: (i) any claim made or asserted against Buyer or the Company, or any of the Property by a creditor of the Company or any Interest Owner, including any claims based on or alleging a violation of any bulk sales act or other similar laws; (ii) the breach of any representation, warranty, covenant or agreement of the Company or any Interest Owner contained in this Contract; (iii) any liability or obligation of the Company assumed or incurred prior to the Closing Date; and (iv) the conduct and operation by or on behalf of the Company of the Hotel or the ownership, use or operation of the Property prior to Closing. The indemnification under this Section 8.7(a) shall terminate and be of no further force and effect, as to the matters described in clauses (i) through (iv) above, on and after the first anniversary date of the Closing; provided, however, that (A) to the extent any of the representations and warranties survive for a longer period pursuant to Section 7.3, the foregoing indemnification relating to such representations and warranties shall terminate and be of no further force and effect on and after the expiration of such longer period and (B) the indemnification shall not terminate as to claims asserted in writing by Buyer or the Company before such first anniversary date or longer period, as the case may be. Any other indemnification by Interest Owners under this Agreement also shall terminate and be of further force and effect on and after the first anniversary date of the Closing, except as to claims asserted in writing by Buyer or the Company before such anniversary date.

Indemnification of Buyer. Without in any way limiting or diminishing the warranties, representations or agreements herein contained or the rights or remedies available to Buyer for a breach hereof, each Interest Owner hereby agrees to (a) Seller shall indemnify, defend save and hold harmless Buyer andand its Affiliates, if the Closing occurs hereunder, the Company and their respective designeesRepresentatives, successors and assigns from and against any and all losses, judgments, liabilities, claims, damages Damages incurred in connection with or expenses (including reasonable attorneys’ fees) of every kind, nature and description in existence before, on or after Closing, whether known or unknown, absolute or continent, joint or several, arising out of or relating to: resulting from (i) any claim made breach of any covenant or asserted against Buyer agreement, or the Company, or any of the Property by a creditor of the Company or any Interest Owner, including any claims based on or alleging a violation inaccuracy of any bulk sales act representation or other similar laws; warranty, made by Seller in or pursuant to this Agreement, (ii) any Taxes related to Seller or the breach of any representation, warranty, covenant or agreement business of the Company or any Interest Owner contained in this Contract; (iii) any liability or obligation of the Company assumed or incurred prior to the Closing Date; and (iv) the conduct and operation by or on behalf of the Company of the Hotel or the ownership, use or operation of the Property prior to Closing. The indemnification under this Section 8.7(a) shall terminate and be of no further force and effect, as to the matters described in clauses (i) through (iv) above, on and after the first anniversary date of the ClosingDivision; provided, however, that such indemnity shall exclude the liability for Taxes relating to any period beginning on or after the Closing Date, (Aiii) any liability, obligation, debt or commitment of Seller described in Section 1.01(c) (other than Assumed Obligations), and (iv) any liability or obligation, whether accrued, absolute, contingent, reasonably known, existing or arising out of any transaction or state of facts existing prior to the extent any Closing Date, unless such liability or obligation is an Assumed Obligation or relates to the operation of the representations business of the Division after the Effective Time. Notwithstanding the foregoing, Seller shall not have any obligation to indemnify Buyer and warranties survive for a longer period pursuant its Affiliates, and their respective Representatives, from and against any and all Damages resulting from, arising out of, relating to, in the nature of, or caused by the breach (or alleged breach) of any representation or warranty of Seller (excluding any materiality exception that may be contained in such representation or warranty) contained in this Agreement until Buyer and its Affiliates, and their respective Representatives, have suffered in the aggregate Damages by reason of all such breaches (or alleged breaches) in excess of $500,000 (at which point Seller will be obligated to Section 7.3indemnify Buyer and its Affiliates, and their respective Representatives, from and against all such Damages in excess of $500,000). For the purposes of the foregoing indemnification relating sentence, only Damages with respect to such representations and warranties shall terminate and be of no further force and effect on and after the expiration of such longer period and any individual breach (B) the indemnification shall not terminate as to claims asserted in writing by Buyer or the Company before such first anniversary date or longer periodalleged breach), as the case may be. Any including all other indemnification by Interest Owners under this Agreement also shall terminate and be of further force and effect on and after the first anniversary date breaches arising out of the Closingsame facts or circumstances, except as to claims asserted which exceed $5,000 will be included in writing by Buyer or determining whether such $500,000 threshold has been reached; provided, that the Company before full amount of any such anniversary dateDamages shall be included in such calculation.

Indemnification of Buyer. Without in any way limiting or diminishing the warranties, representations or agreements herein contained or the rights or remedies available to Buyer for a breach hereof, each Interest Owner hereby agrees to indemnify, defend and hold harmless Buyer and, if the Closing occurs hereunder, the Company and their respective designees, successors and assigns from and against all losses, judgments, liabilities, claims, damages or expenses (including reasonable attorneys’ ' fees) of every kind, nature and description in existence before, on or after Closing, whether known or unknown, absolute or continent, joint or several, arising out of or relating to: (i) any claim made or asserted against Buyer or the Company, or any of the Property by a creditor of the Company or any Interest Owner, including any claims based on or alleging a violation of any bulk sales act or other similar laws; (ii) the breach of any representation, warranty, covenant or agreement of the Company or any Interest Owner contained in this Contract; (iii) any liability or obligation of the Company assumed or incurred prior to the Closing Date; and; (iv) any claim made or asserted by any employee of the Company or of the Existing Manager arising out of the transfer of any Interest and/or the termination of such employee’s employment as a result of the transactions contemplated hereby; (v) the conduct and operation by or on behalf of the Company of any or all of the Hotel Hotels or the ownership, use or operation of any or all of the Property Properties prior to Closing; and (vi) any liability, including without limitation any contributions, fees, premiums, expenses or penalties, with regard to any Employee Plan of the Company or any other Employee Plan covering employees at any or all of the Hotels. The indemnification under this Section 8.7(a8.8(a) shall terminate and be of no further force and effect, as to the matters described in clauses (i) through (ivv) above, on and after the first anniversary date of the Closing; provided, however, that (A) to the extent any of the representations and warranties survive for a longer period pursuant to Section 7.3, the foregoing indemnification relating to such representations and warranties shall terminate and be of no further force and effect on and after the expiration of such longer period and (B) the indemnification shall not terminate as to claims asserted in writing by Buyer or the Company before such first anniversary date or longer period, as the case may be. Any other indemnification by Interest Owners under this Agreement (except for the indemnification as to matters described in clause (vi) above) also shall terminate and be of further force and effect on and after the first anniversary date of the Closing, except as to claims asserted in writing by Buyer or the Company before such anniversary date.

Indemnification of Buyer. Without in any way limiting or diminishing (a) If the warranties, representations or agreements herein contained or the rights or remedies available to Buyer for a breach hereofClosing is consummated, each Interest Owner hereby agrees to Stockholder shall, severally and not jointly, indemnify, defend keep indemnified and hold harmless Buyer andin respect of any and all claims, if the Closing occurs hereunder, the Company and their respective designees, successors and assigns from and against all losses, judgmentsinterest, fines, penalties, damages, liabilities, claimswhether or not currently due, damages or and expenses (including reasonable attorneys’ feesincluding, without limitation, settlement costs and any actual legal or other expenses for investigating or defending any actions or threatened actions (collectively, “Damages”) of every kind, nature incurred by Buyer that are the direct and description in existence before, on or after Closing, whether known or unknown, absolute or continent, joint or several, arising out of or relating toproximate result of: (i) any claim misrepresentation made or asserted against Buyer or the Company, or any by such Stockholder in Article IV of the Property by a creditor of the Company or any Interest Owner, including any claims based on or alleging a violation of any bulk sales act or other similar lawsthis Agreement; (ii) the breach by such Stockholder of any representationcovenant, warrantyagreement or obligation of such Stockholder contained in this Agreement. (b) If the Closing is consummated, covenant Buyer shall be indemnified, kept indemnified and held harmless out of the Escrow Fund in respect of any and all Damages incurred by Buyer that are the direct and proximate result of: (i) any misrepresentation made by the Company in Article III of this Agreement; (ii) the breach by the Company prior to the consummation of the Closing of any covenant, agreement or agreement obligation of the Company or any Interest Owner contained in this ContractAgreement; (iii) any liability or obligation of Transaction Expenses incurred by the Company assumed to the extent they are not paid prior to the Closing or incurred an accrual with respect thereto is not included in Final Working Capital; (iv) any pending Legal Proceeding to which the Company is a party at any time arising from any condition, action or event, existing or occurring on or prior to the Closing Date; and relating to the Company, its business, operations or assets; (v) any fees payable to any finder or broker arising from this Agreement or the transactions contemplated hereby that are incurred by the Company to the extent they are not paid prior to the Closing or an accrual with respect thereto is not included in Final Working Capital; (vi) any cost, expense or liability arising from any warrants or options remaining outstanding following the Closing, provided that no liability will arise hereunder with respect to Options exercised in accordance with their terms within 40 days following the Closing; and (ivvii) the conduct termination by Channel 4 of its agreement with the Company within three months following the Closing by exercising its option to terminate the Contract based on the change of control provision set forth in Clause 16.3.1 of said agreement and operation the cessation of the use by or on behalf Channel 4 of the services of the Company within 90 days following the Closing Date (it is stipulated that in the event of the Hotel or the ownership, use or operation of the Property prior to Closing. The indemnification under this Section 8.7(a) shall terminate such termination and be of no further force and effect, as to the matters described in clauses (i) through (iv) above, on and after the first anniversary date of the Closing; provided, however, that (A) to the extent any of the representations and warranties survive for a longer period pursuant to Section 7.3cessation, the foregoing indemnification relating Damages of Buyer shall be deemed to such representations and warranties shall terminate and be of no further force and effect on and after the expiration of such longer period and (B) the indemnification shall not terminate as to claims asserted in writing by Buyer or the Company before such first anniversary date or longer period, as the case may be. Any other indemnification by Interest Owners under this Agreement also shall terminate and be of further force and effect on and after the first anniversary date of the Closing, except as to claims asserted in writing by Buyer or the Company before such anniversary date$3,800,000).

Indemnification of Buyer. Without in any way limiting or diminishing Subject to the warrantiesother provisions of this Article VII, representations or agreements herein contained or the rights or remedies available to Buyer for Stockholders, on a breach hereofpro-rata basis, each Interest Owner hereby agrees to indemnify, defend will indemnify and hold harmless Buyer andBuyer, if the Closing occurs hereunder, its Affiliates (including the Company from and after the Closing) and their respective designeesdirectors, successors officers, employees, and assigns agents (collectively, the “Buyer Parties”) harmless from any and against all lossesLiabilities, judgments, liabilitiesobligations, claims, damages or expenses (losses, contingencies, damages, costs, and expenses, including all court costs and reasonable attorneys’ fees) fees but after deduction for any Net Tax Benefit to any of every kindthe Buyer Parties relating to such indemnification (collectively, nature and description in existence before“Losses”), on that any Buyer Party suffers or after Closing, whether known or unknown, absolute or continent, joint or several, arising out incurs as a result of or relating to: (a) the breach or inaccuracy of any representation or warranty made by any Seller in this Agreement or any other Seller Document; (b) the breach or non-fulfillment of any covenant or agreement made by any Seller in this Agreement or any other Seller Document; (c) Tax liabilities (other than any Tax liability reflected in the Closing Balance Sheet): (i) of the Company for Tax allocable to any claim made taxable period (or asserted against Buyer any portion thereof) ending on or before the Closing Date and the portion of the Straddle Period attributable to the Stockholders under the principles of Section 8.1(c); (ii) for Taxes of any Person other than the Company imposed, or required to be collected and remitted to a taxing authority by the Company, on the Company for any taxable period (or any portion thereof) ending on or before the Closing Date or that portion of the Property by a creditor of the Company or any Interest Owner, including any claims based Straddle Period that ends on or alleging before the Closing Date as a violation of transferee or successor, by contract or pursuant to any bulk sales act Law, which relates to an event or other similar laws; (ii) transaction occurring before the breach of any representation, warranty, covenant or agreement of the Company or any Interest Owner contained in this Contract; Closing; (iii) any liability or obligation pursuant to Section 8.9, for one-half of the Company assumed or transfer Taxes incurred prior to in connection with the Closing Datepurchase of Shares contemplated by this Agreement; and (iv) imposed on the conduct and operation by or on behalf Company as a result of the Company of the Hotel Company’s failure to qualify as a subchapter S corporation or the ownership, use or operation of the Property prior to Closing. The indemnification under this Section 8.7(a) shall terminate and be of no further force and effect, as to the matters described in clauses (i) through (iv) above, on and after the first anniversary date of the Closing; provided, however, that (A) to the extent any of the representations and warranties survive for a longer period pursuant to Section 7.3, the foregoing indemnification relating to such representations and warranties shall terminate and be of no further force and effect on and after the expiration of such longer period and (B) the indemnification shall not terminate as to claims asserted in writing by Buyer or the Company before such first anniversary date or longer periodqualified Subchapter S subsidiary, as the case may be. Any other indemnification by Interest Owners under this Agreement also shall terminate and be of further force and effect , for any taxable period; (v) any Tax imposed on and after the first anniversary date Company or the Stockholders as a result of the ClosingSection 338(h)(10) Election (except for one-half of any transfer taxes as provided in Section 8.9). (d) any Liability, except as lawsuit, claim or proceeding arising from the items listed on Schedule 7.1(d). The Stockholders’ obligation to claims asserted indemnify Buyer for any Tax Liabilities shall be offset by any amount that is collected from customers of the Company. In the case of any indemnity obligation that relates to Sales Taxes, the Stockholders shall have the right to mitigate such indemnity obligation by contacting, jointly with Buyer, any such customer who is a Governmental Body to discuss a Claim for Sales Taxes and request payment from such customer, but shall not contact such customer individually with respect to any such Claim. Notwithstanding anything to the contrary in writing this Agreement, the Stockholders shall not be responsible for and shall not have any obligation to indemnify any Buyer Parties (whether pursuant to any provision of this Section 7.1 or otherwise) for any obligation for or relating to Taxes to the extent that such obligation is reflected in the liabilities in the Closing Balance Sheet [*] Indicates confidential text omitted and filed separately with the Securities and Exchange Commission. or any Taxes that are otherwise subject to an indemnity obligation by Buyer or the Company before such anniversary datepursuant to Section 7.2(c).

Indemnification of Buyer. Without in (a) From and after the Closing Date (but subject to Section 7.1, Section 7.2(d), and Section 7.4), the Sellers, jointly and severally (with the exception of any way limiting or diminishing the warrantiesbreach of any Individual Representations, representations or agreements herein contained or the rights or remedies available to Buyer for a breach hereofwhich such Seller shall be severally, each Interest Owner hereby agrees to indemnifybut not jointly, defend and liable), shall hold harmless and indemnify each of the Buyer and, if the Closing occurs hereunder, the Company and their respective designees, successors and assigns Indemnitees from and against all lossesagainst, judgmentsand shall compensate and reimburse each of the Buyer Indemnitees (without duplication) for, liabilitiesany Damages which are suffered or incurred by any of the Buyer Indemnitees or to which any of the Buyer Indemnitees may otherwise become subject (regardless of whether or not such Damages relate to any third-party claim) and which arise from or as a result of, claims, damages or expenses (including reasonable attorneys’ fees) of every kind, nature and description in existence before, on or after Closing, whether known or unknown, absolute or continent, joint or several, arising out of or relating toare connected with: (i) any claim made inaccuracy in or asserted against Buyer breach of any representation or the Company, warranty set forth in section 2 or any section 3 as of the Property by a creditor date of the Company or any Interest Owner, including any claims based on or alleging a violation of any bulk sales act or other similar lawsthis agreement; (ii) any material breach of any covenant or obligation of any seller set forth in this agreement; and (iii) any taxes attributable to the company for any tax year ending before the closing date and/or for any tax year beginning before and ending after the closing date to the extent allocable (as determined in a manner consistent with section 5.3(a)) to the portion of such period ending prior to the closing date); provided, however, that no right to indemnity shall exist to the extent that the damages are the result of actions of buyer or its affiliates taken or effected on or after the closing date. (b) In the event the Company suffers, incurs or otherwise becomes subject to any Damages as a result of or in connection with any inaccuracy in or breach or alleged breach of any representation, warranty, covenant or agreement obligation, then (without limiting any of the rights of the Company as a Buyer Indemnitee) Buyer shall also be deemed, by virtue of its ownership of the Purchased Interests of the Company, to have incurred Damages as a result of and in connection with such inaccuracy or any Interest Owner contained in this Contract;breach. (iiic) The Buyer Indemnitees shall not be entitled to recover any liability Damages under Section 7.2(a)(i) until such time as the cumulative amount of all Damages (including the Damages arising from such inaccuracy or obligation breach and all other Damages under Section 7.2(a)(i)) that have been directly or indirectly suffered or incurred by any one or more of the Company assumed Buyer Indemnitees, or incurred prior to the Closing Date; and (iv) the conduct and operation by which any one or on behalf more of the Company Buyer Indemnitees has or have otherwise become subject, exceeds $25,000 in the aggregate, in which case the Sellers shall be liable to Buyer only for the Damages in excess of the Hotel or the ownership, use or operation of the Property prior to Closing. The indemnification under this Section 8.7(a) shall terminate and be of no further force and effect, as to the matters described in clauses (i) through (iv) above, on and after the first anniversary date of the Closingsuch amount; provided, however, that the limitation shall not apply to Sections 2.11, 3.13 and 3.14. (Ad) to The Sellers' total liability under Section 7.2(a)(i) shall not, in the extent any aggregate, exceed the Purchase Price with the Stock Consideration be valued based on the closing price of the representations and warranties survive for a longer period pursuant to Section 7.3, Buyer Common Stock on the foregoing indemnification relating to such representations and warranties shall terminate and be of no further force and effect on and after the expiration of such longer period and (B) the indemnification shall not terminate as to claims asserted in writing by Buyer or the Company before such first anniversary date or longer period, as the case may be. Any other indemnification by Interest Owners under this Agreement also shall terminate and be of further force and effect on and after the first anniversary date of the Closing, except as to claims asserted in writing by Buyer or the Company before such anniversary dateClosing Date.

Indemnification of Buyer. Without Stockholder and, in any way limiting or diminishing the warrantiesevent the ------------------------ Acquisition is not consummated and only to the extent applicable, representations or agreements herein contained or the rights or remedies available Company, jointly and severally covenant and agree to Buyer for a breach hereofindemnify and save and hold Buyer, its officers, directors, employees, agents and representatives, each Interest Owner hereby agrees to indemnifyperson who controls Buyer within the meaning of the Securities Act, defend and hold harmless Buyer and, if the Closing occurs hereunder, the Company (in the event the Acquisition is consummated and their respective designees, successors and assigns only to the extent applicable) harmless from and against all lossesany loss, judgmentsexpense, liabilitiesliability, claimsclaim or legal damages (including, damages without limitation, reasonable fees and disbursements of counsel and other costs and expenses incident to any actual or expenses (including reasonable attorneys’ feesthreatened claim, suit, action or proceeding) of every kind, nature and description in existence before, on or after Closing, whether known or unknown, absolute or continent, joint or several, arising out of or relating to: resulting from: (i) any claim made inaccuracy in or asserted against Buyer or the Company, or any of the Property by a creditor of the Company or any Interest Owner, including any claims based on or alleging a violation of any bulk sales act or other similar laws; (ii) the breach of any representation, warranty, covenant or agreement of made by Stockholder or the Company or any Interest Owner contained in this Contract; Agreement or in any writing delivered pursuant to this Agreement or at the Closing; (ii) the failure of Stockholder or the Company to perform or observe fully any covenant, agreement or provision to be performed or observed by it pursuant to this Agreement; (iii) any liability actual or obligation threatened claim, suit, action or proceeding arising out of or resulting from the conduct by the Company assumed of its business or incurred prior to operations on or before the Closing Date, including, but not limited to, those arising out of or relating to (A) the employment relationship existing before Closing between the Company and its affiliates and any and all current or former employees of either, or (B) the compliance with all Agency and other standards and regulations and contractual commitments applicable to mortgage loans originated before Closing by the Company; and (iv) any failure to have obtained all Permits, consents, waivers, approvals, licenses and authorizations required in connection with the conduct execution and operation by or on behalf delivery of this Agreement and the consummation of the transactions contemplated hereby; (v) the Company of the Hotel or the ownership, use or operation of the Property prior to Closing. The indemnification under this Section 8.7(a) shall terminate and be of no further force and effect, as to the matters described in clauses (i) through (iv) above, on and maintaining after the Closing its existing escrow practices through the date it completes its first post-closing annual escrow analysis; (vi) the Company maintaining its existing practices relating to adjusting mortgage interest rates through the anniversary date of the Closing; and (vii) any tax liabilities incurred by the Company and/or Buyer as a result of the divestiture by the Company of the Divested Business provided, -------- however, that (A) Stockholder shall have no obligation to indemnify Buyer ------- pursuant to any of the foregoing to the extent any of the representations and warranties survive for a longer period Buyer is obligated to indemnify Stockholder with respect to such matter pursuant to Section 7.314.2(b). Stockholder agrees to reimburse Buyer, the foregoing indemnification relating to such representations and warranties shall terminate and be of no further force and effect on and after the expiration of such longer period and (B) the indemnification shall not terminate as to claims asserted in writing by Buyer Company, or the Company before such first anniversary date or longer periodother indemnified party, as the case may be. Any , promptly upon demand for any unreimbursed payment made or loss suffered by Buyer, the Company, or other indemnification by Interest Owners under this Agreement also shall terminate and be of further force and effect on and indemnified party, as the case may be, at any time after the first anniversary date Closing Date in respect of any damage, loss, cost, expense, deficiency, liability, judgment, claim, action or demand to which the Closingforegoing indemnity relates, except as to claims asserted in writing by Buyer provided, however, any such unreimbursed payment or loss suffered that does not exceed $5,000 shall not be reimbursed until the Company before aggregate amount of such anniversary dateunreimbursed payments or losses exceeds $5,000."