Common use of Indemnification of Buyer Clause in Contracts

Indemnification of Buyer. Subject to the provisions of this Article 8, Sellers shall, severally in accordance with Section 8.14, indemnify, defend, save and keep Buyer and its respective Affiliates (including each Acquired Company), their respective members, managers, officers, directors, successors and assigns (collectively, the “Buyer Indemnitees”), harmless against and from all liability, demands, claims, actions or causes of action, assessments, losses, fines, penalties, costs, damages, deficiencies, and expenses, including without limitation, reasonable attorneys’ fees, court costs and other fees, disbursements and expenses, whether payable in cash, property or otherwise (collectively, “Damages”) sustained or incurred by any of the Buyer Indemnitees to the extent they are a result of, arise out of or are by virtue of: (i) any breach of, or inaccuracy in, any representation or warranty, of the Acquired Companies or Sellers, set forth in this Agreement or any exhibit or schedule hereto, or any written statement or certificate furnished or to be furnished to Buyer pursuant hereto or in any closing document delivered by the Acquired Companies or Sellers to Buyer in connection herewith other than the Ancillary Agreements which shall stand on their own, (ii) any breach or non-fulfillment of any covenant on the part of the Acquired Companies or Sellers, set forth in this Agreement or any exhibit or schedule hereto, or any written statement or certificate furnished or to be furnished to Buyer pursuant hereto or in any closing document delivered by the Acquired Companies or Seller to Buyer in connection herewith other than the Ancillary Agreements which shall stand on their own;, (iii) any Environmental Actions relating to, arising out of or resulting from (a) the Environmental Conditions of any Acquired Company Facility owned currently or in the past in whole or in part by any Sellers or Acquired Company arising out of or resulting from conditions that were in existence as of, or operations or activities that occurred prior to, the Closing Date, (b) any Environmental Conditions known to Sellers or Acquired Companies at the time of the Closing for any Acquired Company Facility which is or was leased by an Acquired Company from an independent third party, or (c) any act or omission of any Acquired Company on or prior to the Closing Date; or (iv) any matter set forth on Schedule 8.2. Such obligations apply regardless of the presence of a Third-Party Claim. For purposes of determining the amount of Damages for which indemnification is provided hereunder (but not for the purpose of determining whether a breach of a representation, warranty or covenant has occurred), each of the representations, warranties and covenants made by any Party in this Agreement, or in any certificate or other instrument delivered pursuant hereto, shall be deemed to have been made without the inclusion of limitations or qualifications as to materiality such as the word “material,” if with the inclusion of such limitation or qualification the representation, warranty or covenant was breached.

Indemnification of Buyer. Subject to the provisions of this Article 8, Sellers shall, severally in accordance with Section 8.14, will indemnify, defenddefend and hold Buyer, save its Affiliates and keep Buyer and its respective Affiliates (including each Acquired Company), their respective membersdirectors, managers, officers, directors, successors employees and assigns agents (collectively, the “Buyer Indemnitees”)) harmless from any and all Liabilities, harmless against and from all liability, demandsobligations, claims, actions or causes of action, assessments, losses, fines, penalties, costscontingencies, damages, deficiencies, costs and expenses, including without limitation, all Proceeding costs and expenses and reasonable attorneys’ fees, court costs fees and other fees, disbursements and expenses, whether payable in cash, property or otherwise expenses (collectively, “DamagesLosses”) sustained that any Buyer Indemnitee may suffer or incurred by any of the Buyer Indemnitees to the extent they are incur as a result of, arise out of or are by virtue of: relating to: (ia) any the breach of, or inaccuracy in, of any representation or warranty, of the Acquired Companies or Sellers, set forth warranty made by Sellers in this Agreement or any exhibit or schedule hereto, or any written statement or certificate furnished or to be furnished to Buyer pursuant hereto or in any closing document delivered allegation by a third Person that, if true, would constitute such a breach; (b) the Acquired Companies or Sellers to Buyer in connection herewith other than the Ancillary Agreements which shall stand on their own, (ii) any breach or non-fulfillment of any agreement or covenant on the part of the Acquired Companies or Sellers, set forth made by Sellers in this Agreement or any exhibit or schedule hereto, or any written statement or certificate furnished or to be furnished to Buyer pursuant hereto or in any closing document delivered allegation by a third Person that, if true, would constitute such a breach; (c) the Acquired Companies breach of any fiduciary duty or Seller other claim arising on or prior to Buyer in connection herewith the Closing Date under or with respect to any Employee Benefit Plans of Sellers as of the Closing Date or with respect to any period of time prior thereto; (d) any Liability of Sellers, other than the Ancillary Agreements which shall stand on their own;Assumed Liabilities, (iii) including any Environmental Actions Proceeding or other third Person claim, relating to, to or arising out of from the activities or resulting from (a) the Environmental Conditions of any Acquired Company Facility owned currently or in the past in whole or in part by any Sellers or Acquired Company arising out of or resulting from conditions that were in existence as of, or operations or activities that occurred prior to, the Closing Date, (b) any Environmental Conditions known to Sellers or Acquired Companies at the time operation of the Closing for Business with respect to any Acquired Company Facility which is period of time (or was leased by an Acquired Company from an independent third party, or (cportion thereof) any act or omission of any Acquired Company occurring on or prior to the Closing Date; or ; (ive) any matter set forth on Schedule 8.2. Such obligations apply regardless Taxes of Sellers or the Selling Person for any taxable period, whether before or after the Closing Date, Taxes of Sellers or the Selling Person arising out of or resulting from the Assets and Business prior to the Closing Date, any Liability of Sellers or the Selling Person for unpaid Taxes of any Person under Treasury Regulation Section 1.1502-6 (or similar provision of state or local law), or as a successor or transferee by contract or otherwise, or payments pursuant to a Tax allocation agreement, Tax sharing agreement, Tax indemnity agreement or similar agreement regarding Taxes or any other Taxes for which Sellers or the Selling Person is responsible under Section 4.4 or Section 4.5; or (f) any CARES Act Liability, including any claim by any Governmental Body or the PPP Lender for repayment, penalties, or any violation of applicable Law relating to Sellers’ receipt, management, or use of the presence of a Third-Party Claim. For purposes of determining the amount of Damages for which indemnification is provided hereunder (but not for the purpose of determining whether a breach of a representation, warranty or covenant has occurred), each of the representations, warranties and covenants made by any Party in this Agreement, or in any certificate or other instrument delivered pursuant hereto, shall be deemed to have been made without the inclusion of limitations or qualifications as to materiality such as the word “material,” if with the inclusion of such limitation or qualification the representation, warranty or covenant was breachedPPP Loan.

Indemnification of Buyer. Subject to the provisions of this Article 8The Fxxxxx Parties, Sellers shalljointly and severally, severally in accordance covenant and agree with Section 8.14, indemnify, defend, save Buyer that they shall reimburse and keep indemnify and hold Buyer and its respective Affiliates (including each Acquired Company)stockholders, their respective general partners, limited partners, members, managers, directors, officers, directorsemployees, successors agents, affiliates, subsidiaries and assigns (collectively, the “Buyer IndemniteesIndemnified Parties”)) harmless from, harmless against and from in respect of any and all liabilityactions, suits, claims, proceedings, investigations, audits, demands, claims, actions or causes of action, assessments, losses, fines, penaltiesjudgments, costs, damages, deficiencies, costs and expenses, (including, without limitation, reasonable attorneys’ fees) (“Claims”) incurred by any of the Buyer Indemnified Parties that result from: (a) any inaccuracy in or breach of any representations or warranties made by the Fxxxxx Parties in this Agreement, the Schedules or any other written statement, list, certificate or other instrument furnished to Buyer by or on behalf of the Fxxxxx Parties pursuant to this Agreement; (b) any breach of any covenant or agreement of the Fxxxxx Parties under this Agreement or the agreements and instruments contemplated herein; (c) any liabilities and obligations that are Retained Liabilities; (d) the operation or ownership of each Station or the Purchased Assets prior to the Closing (except for the Assumed Liabilities); (e) any Taxes, payments, claims or accruals for salaries, wages, bonuses, vacation, severance, amounts payable under Station Employee Benefit Plans, or otherwise to employees or agents of Seller, and other liabilities and obligations of Seller, in each case relating to and incurred with respect to the periods on or prior to the Closing Date, whether or not due or payable on or prior to the Closing Date; (f) any claims or litigation matters which relate or are due to the conduct of the Fxxxxx Parties or any Station on or prior to the Closing Date, including, without limitation, the claims described in SCHEDULE 4.14 hereto; (g) the failure to comply with statutory provisions relating to bulk sales and transfers, if applicable; (h) any fees, expenses or other payments incurred or owed by the Fxxxxx Parties to any brokers or comparable third parties retained or employed by them or their affiliates in connection with the transactions contemplated by this Agreement; (i) any claims made by a third party alleging facts which, if true, would entitle Buyer Indemnified Parties to indemnification pursuant to (a) through (h) above; (j) any failure of the Fxxxxx Parties to comply with its obligations under this Section 9.1; or (k) any fees or expenses (including without limitation, reasonable attorneys’ fees, court costs and other fees, disbursements and expenses, whether payable in cash, property or otherwise (collectively, “Damages”) sustained or incurred by any of the Buyer Indemnitees to the extent they are a result of, arise out of or are by virtue of: (i) any breach of, or inaccuracy in, any representation or warranty, of the Acquired Companies or Sellers, set forth in this Agreement or any exhibit or schedule hereto, or any written statement or certificate furnished or to be furnished to Buyer pursuant hereto or in any closing document delivered by the Acquired Companies or Sellers to Buyer in connection herewith other than the Ancillary Agreements which shall stand on their own, (ii) any breach or non-fulfillment of any covenant on the part of the Acquired Companies or Sellers, set forth in this Agreement or any exhibit or schedule hereto, or any written statement or certificate furnished or to be furnished to Buyer pursuant hereto or in any closing document delivered by the Acquired Companies or Seller to Buyer in connection herewith other than the Ancillary Agreements which shall stand on their own;, (iii) any Environmental Actions relating to, arising out of or resulting from (a) the Environmental Conditions of any Acquired Company Facility owned currently or in the past in whole or in part by any Sellers or Acquired Company arising out of or resulting from conditions that were in existence as of, or operations or activities that occurred prior to, the Closing Date, (b) any Environmental Conditions known to Sellers or Acquired Companies at the time of the Closing for any Acquired Company Facility which is or was leased by an Acquired Company from an independent third party, or (c) any act or omission of any Acquired Company on or prior to the Closing Date; or (iv) any matter set forth on Schedule 8.2. Such obligations apply regardless of the presence of a Third-Party Claimenforcing its rights hereunder. For purposes of determining this Section 9.1, to the amount of Damages for which indemnification is provided hereunder (but not for the purpose of determining whether extent any facts or circumstances can be deemed a breach of a representation, representation or warranty or covenant has occurred), each of by the representations, warranties and covenants made by any Party in this AgreementFxxxxx Parties, or in any certificate or other instrument delivered pursuant heretobe deemed a Retained Liability, such facts and circumstances shall be deemed to have been made without the inclusion of limitations or qualifications as to materiality such as the word “material,” if with the inclusion of such limitation or qualification the representation, warranty or covenant was breachedbe a Retained Liability.

Indemnification of Buyer. Subject to the provisions of terms, conditions and limitations set forth hereinafter in this Article 86, Sellers shall, severally in accordance with Section 8.14, indemnify, defend, save Seller shall indemnify and keep hold harmless the Buyer and its respective Affiliates (including each Acquired Company), their respective members, managers, officers, directors, successors and assigns (collectively, the “Buyer Indemnitees”), harmless against and from all liability, demands, claims, actions or causes of action, assessments, losses, fines, penalties, costs, damages, deficiencies, and expensesIndemnifiable Losses, including without limitation, reasonable attorneys’ fees, court costs and other fees, disbursements and expenses, whether payable in cash, property or otherwise (collectively, “Damages”) sustained or incurred Indemnifiable Losses asserted by any of the Buyer Indemnitees to the extent they are a result of, arise third party: (a) arising out of breach or are nonfulfillment by virtue of: (i) Seller of any breach ofof its covenants, obligations or inaccuracy in, any representation or warranty, of the Acquired Companies or Sellers, set forth in agreements under this Agreement or any exhibit or schedule hereto, or any written statement or certificate furnished or to be furnished to Buyer pursuant hereto or inaccuracy in any closing document delivered by the Acquired Companies representation or Sellers to Buyer in connection herewith other than the Ancillary Agreements which shall stand on their own, (ii) any breach or non-fulfillment of any covenant on the part of the Acquired Companies or Sellers, set forth warranty by Seller in this Agreement or any exhibit or schedule hereto, or any written statement or certificate furnished or to be furnished to Buyer pursuant hereto or in any closing document delivered by the Acquired Companies or Seller to Buyer in connection herewith other than the Ancillary Agreements which shall stand on their own;, Agreement; (iiib) any Environmental Actions relating to, arising out of or resulting from related to Seller’s or Seller’s predecessors’ ownership or operation of the Mint Business or any other business conducted at the Silver Towne Mint prior to Closing, (ac) the Environmental Conditions of any Acquired Company Facility owned currently or in the past in whole or in part by any Sellers or Acquired Company arising out of or resulting from conditions that were in existence as of, related to any acts or operations or activities that occurred prior to, the Closing Dateomissions by Seller, (bd) arising from or related to (i) the actual or alleged presence, Release, threatened Release, discharge or emission of any Environmental Conditions known to Sellers Hazardous Material into the environment at or Acquired Companies from the Mint Business or any other business conducted at the time Silver Towne Mint, including any and all Indemnifiable Losses arising from or related to the study, testing, investigation, cleanup, removal, remediation, Remedial Action, abatement, response, containment, restoration or corrective action of any such Hazardous Material (A) on, beneath or above the Closing for any Acquired Company Facility which is or was leased by an Acquired Company from an independent third partyMint Business, or (cB) emanating or migrating, or threatening to emanate or migrate, from the Mint Business or any act off-site properties; and (ii) the on or omission off-site treatment, storage or disposal of Hazardous Material generated in connection with the Mint Business or any other business conducted at the Silver Towne Mint, and (e) arising from or related to the failure to obtain and maintain Permits necessary for operation of the Mint Business or any other business conducted at the Silver Towne Mint, (f) arising from or related to violations of any Acquired Company on applicable Environmental Law or prior Permits relating to the Closing Date; Mint Business or any other business conducted at the Silver Towne Mint and (ivg) arising from or related to any matter set forth on Schedule 8.2. Such obligations apply regardless contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to either the violation of any applicable Environmental Law or the presence or migration of a Third-Party Claim. For purposes of determining any Hazardous Material relating to the amount of Damages for which indemnification is provided hereunder (but not for Mint Business or any other business conducted at the purpose of determining whether a breach of a representation, warranty or covenant has occurred), each of the representations, warranties and covenants made by any Party in this Agreement, or in any certificate or other instrument delivered pursuant hereto, shall be deemed to have been made without the inclusion of limitations or qualifications as to materiality such as the word “material,” if with the inclusion of such limitation or qualification the representation, warranty or covenant was breachedSilver Towne Mint.

Indemnification of Buyer. Subject The Sellers covenant and agree to the provisions of this Article 8, Sellers shall, severally in accordance with Section 8.14, indemnify, defend, save defend and keep hold harmless Buyer and its respective Affiliates (including each Acquired Company), their respective members, managersdirectors, officers, directorsemployees, affiliates, agents, representatives, successors and assigns (collectively, the “"Buyer Indemnitees”Indemnified Persons"), harmless from and against any and from all liability, demands, claims, actions Losses of Buyer or causes of action, assessments, losses, fines, penalties, costs, damages, deficiencies, and expenses, including without limitation, reasonable attorneys’ fees, court costs and other fees, disbursements and expenses, whether payable in cash, property or otherwise (collectively, “Damages”) sustained or incurred by any of the Buyer Indemnitees to the extent they are Indemnified Persons, directly or indirectly, as a result of, arise out or based upon or arising from: any inaccuracy in or breach or nonperformance of or are by virtue of: (i) any breach of, or inaccuracy in, any representation or warranty, of the Acquired Companies representations, warranties, covenants or Sellers, set forth agreements made by the Sellers in or pursuant to this Agreement and any related agreements; the failure of the Sellers to perform or observe fully any exhibit covenant, provision or schedule hereto, or any written statement or certificate furnished or agreement to be furnished performed or observed by them pursuant to Buyer pursuant hereto or in any closing document delivered by the Acquired Companies or Sellers to Buyer in connection herewith other than the Ancillary Agreements which shall stand on their own, (ii) any breach or non-fulfillment of any covenant on the part of the Acquired Companies or Sellers, set forth in this Agreement and any related agreements; any actual or any exhibit threatened claim, suit, action or schedule hereto, or any written statement or certificate furnished or to be furnished to Buyer pursuant hereto or in any closing document delivered by the Acquired Companies or Seller to Buyer in connection herewith other than the Ancillary Agreements which shall stand on their own;, (iii) any Environmental Actions relating to, proceeding arising out of or resulting from (a) the Environmental Conditions ownership by Sellers of any Acquired Company Facility owned currently the Purchased Assets or in the past in whole or in part conduct by any the Sellers or Acquired Company arising out of or resulting from conditions that were in existence as of, their respective businesses or operations on or activities that occurred prior to, before the Closing Date, provided that such Loss is not a result of or based upon or does not arise in connection with any neglect, disregard or intentional misconduct on the part of Buyer or any Buyer Indemnified Persons; the (bi) generation, use, transportation, treatment, storage, release, disposal or presence of any Environmental Conditions known to Sellers Hazardous Substance in connection with the Business or Acquired Companies at any facility used in connection with the time operation of the Closing for any Acquired Company Facility which is or was leased by an Acquired Company from an independent third partyBusiness, or (c) any act or omission of any Acquired Company on or prior to the Closing DateClosing; and (ii) the violation by Sellers, prior to the Closing, of any Law relating to the generation, use, transportation, treatment, storage, release, disposal or presence of Hazardous Substances or the protection of the environment; or (iv) any matter set forth on Schedule 8.2. Such obligations apply regardless of the presence Excluded Liabilities and any other liability or obligation of a Third-Party ClaimSellers or any of their respective Affiliates not expressly assumed by Buyer pursuant to Section 2.2(b) hereof. For purposes of determining the amount of Damages for which indemnification is provided hereunder (but not for the purpose of determining whether a breach of a representation, warranty or covenant has occurred), each of the representations, warranties and covenants made by any Party in this AgreementThe Sellers agree to reimburse Buyer, or in any certificate or other instrument delivered pursuant heretoBuyer Indemnified Person, shall be deemed to have been made without the inclusion of limitations or qualifications as to materiality such as the word “material,” if with case may be, promptly upon demand for any unreimbursed payment made or Loss suffered by Buyer or the inclusion Buyer Indemnified Person, as the case may be, at any time after the Closing Date in respect of such limitation or qualification any Loss to which the representation, warranty or covenant was breachedforegoing indemnity relates.

Indemnification of Buyer. Subject to the provisions of this Article 8limitations hereinafter set forth, Sellers shallSeller and Stockholder (each in its capacity as indemnifying party, an “Indemnitor”) hereby agree jointly and severally in accordance with Section 8.14, to indemnify, defenddefend and hold harmless Buyer (in its capacity as indemnified party, save and keep Buyer and its respective Affiliates (including each Acquired Company)an “Indemnitee”) from, their respective members, managers, officers, directors, successors and assigns (collectively, the “Buyer Indemnitees”), harmless against and in respect of any Losses arising from or related to: A. any breach or inaccuracy, or any allegation by a third party of any fact which, if true as alleged, would give rise to such a breach or inaccuracy, in any representation or warranty of Seller or Stockholder set forth herein (as such representation or warranty would read if all liabilityqualifications as to materiality were deleted from it); B. the failure of Seller or Stockholder to perform any covenant or agreement to be performed by it or them hereunder; or C. any or all of the Excluded Liabilities, demands, claims, actions regardless of when they arose or causes arise and regardless of action, assessments, losses, fines, penalties, costs, damages, deficiencieswhen and by whom asserted and whether the facts on which any Excluded Liabilities are based occurred prior to or subsequent to the Effective Time, and expenses, including without limitation, reasonable attorneys’ fees, court costs and other fees, disbursements and expenses, regardless of whether payable any Excluded Liabilities are specifically referred to or provided for in cash, property the Financial Statements or otherwise (collectively, “Damages”) sustained or incurred by on any of the Buyer Indemnitees to the extent they are Schedules attached hereto; provided, however, that if any Loss is exacerbated as a result of, arise out of or are by virtue of: (i) any breach of, or inaccuracy in, any representation or warranty, of the Acquired Companies or Sellers, set forth in this Agreement or any exhibit or schedule hereto, or any written statement or certificate furnished or to be furnished to Buyer pursuant hereto or in any closing document delivered by the Acquired Companies or Sellers to Buyer in connection herewith other than the Ancillary Agreements which shall stand on their own, (ii) any breach or non-fulfillment of any covenant on the part of the Acquired Companies or Sellers, set forth in this Agreement or any exhibit or schedule hereto, or any written statement or certificate furnished or to be furnished to Buyer pursuant hereto or in any closing document delivered by the Acquired Companies or Seller to Buyer in connection herewith other than the Ancillary Agreements which shall stand on their own;, (iii) any Environmental Actions relating to, arising out of or resulting from (a) the Environmental Conditions of any Acquired Company Facility owned currently or in the past in whole or in part by any Sellers or Acquired Company arising out of or resulting from conditions that were in existence as of, or operations or activities that occurred prior to, the Closing Date, (b) any Environmental Conditions known to Sellers or Acquired Companies at the time of the Closing for any Acquired Company Facility which is or was leased by an Acquired Company from an independent third party, or (c) any act or omission of any Acquired Company on or prior Buyer with respect to the Closing Date; Acquired Assets or (iv) any matter set forth on Schedule 8.2. Such obligations apply regardless in respect to the operation of the presence of a Third-Party Claim. For purposes of determining Business after the amount of Damages Effective Time, then Seller and Stockholder will have no obligation to indemnify Buyer for which indemnification is provided hereunder (but not for the purpose of determining whether a breach of a representation, warranty or covenant has occurred), each of the representations, warranties and covenants made by any Party in this Agreement, or in any certificate or other instrument delivered pursuant hereto, shall be deemed to have been made without the inclusion of limitations or qualifications as to materiality such as the word “material,” if with the inclusion that portion of such limitation Loss that is directly and solely attributable to such act or qualification the representation, warranty or covenant was breachedomission of Buyer.

Indemnification of Buyer. Subject to the provisions terms and conditions of this Article 8IX, Sellers shallfrom and after the Closing Date, severally in accordance with Section 8.14, Seller agrees to and will cause each Seller Party to indemnify, defenddefend and hold harmless Buyer, save DPLP, the Gathering Joint Venture, and keep Buyer and its their respective Affiliates (including each Acquired Company)Affiliates, their respective members, managerspresent and former directors, officers, directorsshareholders, partners, employees and agents and their respective heirs, executors, personal representatives, administrators, successors and assigns (collectively, the “"Buyer Indemnitees”Indemnified Persons"), harmless from and against any and from all liabilityDamages which may be imposed on, demands, claims, actions or causes of action, assessments, losses, fines, penalties, costs, damages, deficiencies, and expenses, including without limitation, reasonable attorneys’ fees, court costs and other fees, disbursements and expenses, whether payable in cash, property or otherwise (collectively, “Damages”) sustained or incurred by or asserted against any of the Buyer Indemnitees to the extent they are a result of, arise out of or are by virtue of: (i) any breach of, or inaccuracy in, any representation or warranty, of the Acquired Companies or Sellers, set forth in this Agreement or any exhibit or schedule hereto, or any written statement or certificate furnished or to be furnished to Buyer pursuant hereto or in any closing document delivered by the Acquired Companies or Sellers to Buyer in connection herewith other than the Ancillary Agreements which shall stand on their own, (ii) any breach or non-fulfillment of any covenant on the part of the Acquired Companies or Sellers, set forth in this Agreement or any exhibit or schedule hereto, or any written statement or certificate furnished or to be furnished to Buyer pursuant hereto or in any closing document delivered by the Acquired Companies or Seller to Buyer in connection herewith other than the Ancillary Agreements which shall stand on their own;, (iii) any Environmental Actions relating toIndemnified Person, arising out of or resulting from from, directly or indirectly: (a) the Environmental Conditions inaccuracy of any Acquired Company Facility owned currently representation or breach of any warranty of Seller contained in or made pursuant to this Agreement or any of the past in whole or in part by any Sellers or Acquired Company arising out of or resulting from conditions that were in existence as of, or operations or activities that occurred prior to, Operative Documents which survives the Closing Date, Closing; or (b) the breach of any Environmental Conditions known to Sellers covenant or Acquired Companies at the time agreement of Seller contained in this Agreement or any of the Closing for any Acquired Company Facility which is or was leased by an Acquired Company from an independent third party, or Operative Documents; or (c) any act or omission the Retained Liabilities. PROVIDED, HOWEVER, THAT SELLER SHALL NOT BE LIABLE FOR ANY PORTION OF ANY DAMAGES RESULTING FROM A MATERIAL BREACH BY BUYER OF ITS OBLIGATIONS UNDER THIS AGREEMENT OR ANY OF THE OPERATIVE DOCUMENTS OR FROM A BUYER INDEMNIFIED PERSON'S GROSS NEGLIGENCE, FRAUD OR WILLFUL MISCONDUCT. No assumption of any Acquired Company on or prior to the Closing Date; or (iv) any matter set forth on Schedule 8.2. Such obligations apply regardless portion of the presence of a Third-Party Claim. For purposes of determining Retained Liabilities by Buyer or its designees as to third parties shall in any way affect or reduce Seller's or the amount of Damages Seller Parties' indemnification obligations for which indemnification is provided hereunder (but not for the purpose of determining whether a breach of a representation, warranty or covenant has occurred), each all of the representations, warranties and covenants made by any Party in this Agreement, or in any certificate or other instrument delivered pursuant hereto, shall be deemed to have been made without the inclusion of limitations or qualifications as to materiality such as the word “material,” if with the inclusion of such limitation or qualification the representation, warranty or covenant was breachedRetained Liabilities.

Indemnification of Buyer. Subject to the provisions of this Article 8VIII, Sellers shall, severally in accordance with Section 8.14, Seller shall indemnify, defend, save and keep Buyer and its respective Affiliates (including each Acquired Company), their respective members, managers, officers, directors, successors and assigns (collectively, the “Buyer Indemnitees”), harmless against and from all liability, demands, claims, actions or causes of action, assessments, losses, fines, penalties, costs, damages, deficiencies, damages and expenses, including without limitation, reasonable attorneys’ fees, court costs and other fees, disbursements and expenses, whether payable in cash, property or otherwise (collectively, “Damages”) sustained or incurred by any of the Buyer Indemnitees to the extent they are a result of, arise out of or are by virtue of: (i) any breach of, or inaccuracy in, any representation or warranty, or non-fulfillment of any agreement or covenant on the part of any Acquired Companies Company or SellersSeller, set forth in this Agreement or any exhibit or schedule hereto, or any written statement or certificate furnished or to be furnished to Buyer pursuant hereto or in any closing document delivered by the any Acquired Companies or Sellers to Buyer in connection herewith other than the Ancillary Agreements which shall stand on their own, (ii) any breach or non-fulfillment of any covenant on the part of the Acquired Companies or Sellers, set forth in this Agreement or any exhibit or schedule hereto, or any written statement or certificate furnished or to be furnished to Buyer pursuant hereto or in any closing document delivered by the Acquired Companies Company or Seller to Buyer in connection herewith other than the Ancillary Agreements which shall stand on their own;herewith, (ii) any claim or cause of action for fraudulent transfers relating to any matter occurring on or prior to the Closing Date under any Law and by or for the benefit of Seller or any Acquired Company; (iii) any claim related to any Bankruptcy or Insolvency Proceeding of Seller; (iv) any claim by any employee of the Acquired Companies for any payments or benefits as a result of the termination of his or her employment with an Acquired Company or its successors under any Contract dated prior to the Closing Date to which any Acquired Company and such participant are parties or under any severance policy, practice or plan of the Acquired Companies, as applied to such participant prior to, on, or on the date following the Closing Date; and (v) any Environmental Actions relating to, arising out of or resulting from (a) the Environmental Conditions of any Acquired Company Seller Facility owned currently or in the past in whole or in part by any Sellers or Acquired Company arising out of or resulting from conditions that were in existence as of, or operations or activities that occurred prior to, the Closing Date, (b) any Environmental Conditions known to Sellers or Acquired Companies at the time of the Closing for any Acquired Company Facility which is or was leased by an Acquired Company from an independent third party, or (c) any act or omission of any Acquired Company on or prior to the Closing Date; or (iv) any matter set forth on Schedule 8.2. Such obligations apply regardless of the presence of a Third-Third Party ClaimClaim (as defined below). For purposes of determining the amount of Damages for which indemnification is provided hereunder (but not for the purpose of determining whether a breach of a representation, warranty or covenant has occurred), each of the representations, warranties and covenants made by any Party in this Agreement, Agreement or in any certificate or other instrument delivered pursuant hereto, shall be deemed to have been made without the inclusion of limitations or qualifications as to materiality such as the word “material,” if with the inclusion of such limitation or qualification the representation, warranty or covenant was breached.

Indemnification of Buyer. Subject Without limiting any other rights that Buyer may have hereunder or under applicable law, Seller hereby agrees to the provisions of this Article 8, Sellers shall, severally in accordance with Section 8.14, indemnify, defend, save and keep indemnify Buyer and its respective Affiliates (including each Acquired Company), their respective members, managersassigns, officers, directors, successors agents and assigns employees (collectivelyeach, the an “Buyer IndemniteesIndemnified Party”)) from and against any and all damages, harmless against and from all liability, demandslosses, claims, actions or causes of actiontaxes, assessments, losses, fines, penaltiesliabilities, costs, damagesexpenses and other amounts payable by, deficiencies, and expensesawarded against or incurred by any such Indemnified Party, including without limitation, reasonable attorneys’ fees, court costs fees and other fees, disbursements and expenses, whether payable in cash, property or otherwise (collectively, “DamagesIndemnified Amounts”), including losses in respect of uncollectible Purchased Leases (regardless of whether reimbursement therefor would constitute recourse to Seller) sustained or incurred by but excluding any of the Buyer Indemnitees Excluded Amounts, to the extent they are arising out of or as a result of (or claimed or alleged to be arising out of or as a result of, arise out of or are by virtue of: ): (ia) any breach of, or inaccuracy in, failure of any written representation or warranty, warranty made by or on behalf of the Acquired Companies Seller (or Sellers, set forth any officer of Seller) under or in connection with this Agreement or any exhibit other Transaction Document to be true and correct when made or schedule heretodeemed made (it being understood that the Indemnified Amounts with respect to any breach of the representation and warranty set forth in Section 3.2.9 shall be limited to amounts necessary to restore to Buyer its after-tax yield on the transaction evidenced by the related Purchased Lease); (b) any failure of Seller to comply on or before the related Purchase Date with any applicable law, rule or regulation with respect to any Purchased Lease or the nonconformity of any Purchased Lease on or before the related Purchase Date with any applicable law, rule or regulation, or any written statement failure of Seller to keep or certificate furnished perform any obligation, express or implied, arising or accrued with respect to any Purchased Lease on or before the related Purchase Date; (c) any failure of Seller to perform its covenants or other obligations under and in accordance with the provisions of this Agreement or any other Transaction Document; (d) any products liability, personal injury or damage suit or other similar claim arising out of or in connection with any Equipment that is the subject of any Purchased Lease; (e) any dispute, claim, offset or defense of any Obligor (other than any discharge in bankruptcy of such Obligor or any failure to appropriate by such Obligor) to the payment of any amount payable under any Purchased Lease (including, without limitation, a defense based on such Purchased Lease not being a legal, valid and binding obligation of such Obligor enforceable against such Obligor in accordance with its terms), or any other claim relating to the sale or performance of any goods, merchandise, insurance or services that are the subject of such Purchased Lease or the furnishing or failure to furnish such goods, merchandise, insurance or services; (f) the occurrence of any Insolvency Event with respect to Seller, including, without limitation, any adversary proceeding or any contested matter arising in any insolvency proceeding, whether or not an Indemnified Person is a party thereto; (g) any failure of Buyer to acquire legal and equitable title to, and ownership of, any Purchased Lease (including the Collections thereon) free and clear of any Adverse Claim (except as created by this Agreement or any other Transaction Document); (h) any failure of Buyer to acquire a perfected, first-priority security interest in any Equipment leased under any Purchased Lease, free and clear of any Adverse Claim (except as created by this Agreement or any other Transaction Document), or any attempt by any Person to void such security interest under statutory provisions or common law or equitable action; or (i) the existence with respect to Equipment that constitutes fire trucks or other emergency response vehicles of any lien held by the Pennsylvania Emergency Management Agency (PEMA) arising pursuant to its Volunteer Fire Company, Ambulance Services and Rescue Squad Assistance program; provided, however, that, if Buyer seeks indemnification from Seller for a breach of the representation and warranty set forth in Section 3.2.9, Seller may, in its absolute and sole discretion, repurchase the related Purchased Lease and all other related Purchased Assets for an amount equal to the Investment Balance of such Purchased Lease (such Investment Balance to be furnished calculated as of the date of such repurchase) plus any additional amount necessary to restore to Buyer its after-tax yield on the transaction evidenced by such Purchased Lease through the date of such repurchase. If Seller elects to repurchase Purchased Assets pursuant hereto or in any closing document delivered to the preceding proviso, (i) Seller shall, on the related repurchase date, pay the related repurchase price by the Acquired Companies or Sellers wire transfer of immediately available funds to Buyer in connection herewith other than the Ancillary Agreements which shall stand on their ownan account designated by Buyer, (ii) any breach Buyer shall, on such repurchase date, execute such documents and instruments of transfer or non-fulfillment of any covenant on the part of the Acquired Companies or Sellers, set forth in this Agreement or any exhibit or schedule hereto, or any written statement or certificate furnished or to assignment and take such other actions as may be furnished to Buyer pursuant hereto or in any closing document delivered reasonably requested by the Acquired Companies or Seller to Buyer in connection herewith other than effect the Ancillary Agreements which shall stand on their own;, sale of such Purchased Assets to Seller and (iii) any Environmental Actions relating toall obligations of Seller under this Section 7.1 with respect to such breach shall terminate automatically as of such repurchase date. All such Purchased Assets shall be reassigned by Buyer without recourse, arising out of representation or resulting from (a) the Environmental Conditions warranty of any Acquired Company Facility owned currently kind. Buyer shall provide (or in the past in whole or in part by any Sellers or Acquired Company arising out of or resulting from conditions that were in existence as of, or operations or activities that occurred prior to, the Closing Date, (bshall cause another Indemnified Party to provide) any Environmental Conditions known prompt written notice to Sellers or Acquired Companies at the time of the Closing for any Acquired Company Facility which is or was leased by an Acquired Company from an independent third party, or (c) any act or omission Seller of any Acquired Company on event or prior circumstance giving rise to an Indemnified Amount; provided, however, that any delay or failure to do so shall not limit Seller’s obligations under this Section 7.1. If Seller pays or provides to Buyer’s satisfaction for payment under this Section 7.1, Seller shall have the Closing Date; or (iv) any matter set forth on Schedule 8.2. Such obligations apply regardless of the presence of a Third-Party Claim. For purposes of determining the amount of Damages for which indemnification is provided hereunder (but not for the purpose of determining whether a breach of a representation, warranty or covenant has occurred), each of the representations, warranties right to control indemnity defenses and covenants made by any Party in this Agreement, or in any certificate or other instrument delivered pursuant hereto, shall be deemed to have been made without the inclusion of limitations or qualifications as to materiality such as the word “material,” if with the inclusion of such limitation or qualification the representation, warranty or covenant was breachedsettle indemnity claims.

Indemnification of Buyer. Subject to the provisions terms and conditions of this Article 8IV, Sellers shall, severally in accordance with Section 8.14, indemnify, Seller shall defend, save at its own expense, and keep shall indemnify Buyer and its respective Affiliates (including each Acquired Company)Company against, their respective membersand hold Buyer and Company harmless from, managersany and all loss, officers, directors, successors and assigns (collectively, the “Buyer Indemnitees”), harmless against and from all damage or liability, demands, claims, actions or causes of action, assessments, losses, fines, penalties, costs, damages, deficiencies, and all expenses, including without limitationlimitation reasonable legal fees and costs of investigation, reasonable attorneys’ fees, court costs remediation or other response action and other feescosts (collectively "Damages"), disbursements and expenses, whether payable in cash, property or otherwise (collectively, “Damages”) sustained asserted against or incurred by any Buyer arising out of: (a) a breach of the Buyer Indemnitees to the extent they are a result of, arise out of or are representations and warranties made by virtue of: (i) any breach of, or inaccuracy in, any representation or warranty, of the Acquired Companies or Sellers, set forth Seller in this Agreement or in any exhibit certificate or schedule hereto, or any written statement or certificate other instrument furnished or to be furnished to Buyer pursuant hereto or in any closing document delivered by hereunder; (b) the Acquired Companies or Sellers to Buyer in connection herewith other than the Ancillary Agreements which shall stand on their own, (ii) any breach or non-fulfillment of any agreement or covenant on the part of the Acquired Companies made by Seller in or Sellers, set forth in pursuant to this Agreement or in any exhibit certificate or schedule hereto, or any written statement or certificate other instrument furnished or to be furnished to Buyer pursuant hereto hereunder; (c) all Income Taxes (as defined in Section 5.1 hereof) for all periods (or in any closing document delivered by portions thereof) ending on or before the Acquired Companies Effective Date for which the Company is liable; (d) the Company having been a member of a consolidated, affiliated or Seller controlled group for Tax purposes (excluding the Company's own liabilities); (e) the following liabilities: (i) Any liability or obligation arising under that certain Asset Purchase Agreement dated June 26, 1996, between the Company and Jouan, Inc., and Xxxxx X.X.; (ii) Any liability or obligation arising out of that certain Asset Purchase Agreement between Seller, the Company and Boston Advanced Technologies, dated October 31, 1997, relating to Buyer in connection herewith other than the Ancillary Agreements which shall stand on their ownearnout or cost reduction payments due or to be due thereunder;, (iii) any Environmental Actions relating to, Any liability or obligation arising out of that certain Indenture dated August 25, 1947, through September 15, 1997, for property commonly known as 0000 Xxxxx Xxxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx, which was the subject of such lease; (iv) Any liability or resulting from obligation arising out of that certain litigation titled Expotech USA, Inc. v. Varlen Instruments, Inc., et al., Case ------------------------------------------------------ Civil Action No. 98-61449, pending in the 000/xx/ Xxxxxxxx Xxxxxxxx, Xxxxxx Xxxxxx, Texas; (av) Any liability or obligation arising out of the Environmental Conditions sale or resale of laboratory appliance products to Iran, including any claims by the United States Department of Commerce or others with respect to claims, fines or similar penalties or in respect of any Acquired prohibition or restriction placed upon the Company Facility arising out of such activities; (vi) Any liability or obligation arising out of ownership, use, condition of or activities at the four parcels of real property formerly owned currently by the Company described on Section 2.1(t)(i) of the Disclosure Schedule, previously sold or transferred by the Company; or (vii) Any liability arising out of the Retiree Health and Dental Insurance Plan for one retiree described on the Disclosure Schedule or deferred compensation obligations described in Section 5.5(h) or any liability attributable to the past in whole disqualification of the Union Plan under section 401(a) of the Code if such disqualification relates to events occurring on or in part by after January 1, 1998, and prior to the Effective Date. (f) any Sellers liability or Acquired obligation of the Company arising out of or resulting from conditions that were in existence as of, or operations or activities that occurred prior to, connection with the Closing Date, (b) any Environmental Conditions known to Sellers or Acquired Companies at the time conduct of the Closing for any Acquired Company Facility which is or was leased by an Acquired Company from an independent third party, or (c) any act or omission of any Acquired Company on or Business prior to the Closing Effective Date, except to the extent such liability or obligation (i) is described in Paragraphs (A), (B), (C) or (D) of Section 2.1(g) (without regard to any materiality qualifier contained therein); or (ivii) any matter set forth on Schedule 8.2. Such obligations apply regardless of the presence of a Third-Party Claim. For purposes of determining the amount of Damages results in an indemnifiable claim for which indemnification is provided hereunder (but not for the purpose of determining whether a breach of a representation, representation and warranty or covenant has occurred), each of the representations, warranties and covenants made by any Party in this Agreement, or in any certificate or other instrument delivered pursuant hereto, shall be deemed to have been made without the inclusion of limitations or qualifications as to materiality such as the word “material,” if with the inclusion of such limitation or qualification the representation, warranty or covenant was breachedfor which Buyer otherwise recovers under Section 4.1(a) above.

Indemnification of Buyer. Subject to the provisions of this Article 8limitations set forth below, Sellers shallSeller and Members, severally in accordance with Section 8.14jointly and severally, indemnifyshall indemnify and hold harmless, defendBuyer against any Buyer’s Damages (as hereinafter defined). “Buyer’s Damages”, save and keep Buyer and its respective Affiliates (including each Acquired Company)as used herein, their respective membersshall include any claims, managers, officers, directors, successors and assigns (collectively, the “Buyer Indemnitees”), harmless against and from all liabilityactions, demands, claimslosses (which shall include any diminution in value), actions or causes of actioncosts, assessmentsexpenses, losses, finesliabilities, penalties, costs, and damages, deficienciesincluding reasonable counsel fees incurred in attempting to avoid the same or oppose the imposition thereof, and expenses, including without limitation, reasonable attorneys’ fees, court costs and other fees, disbursements and expenses, whether payable in cash, property or otherwise (collectively, “Damages”) sustained or incurred by any of the resulting to Buyer Indemnitees to the extent they are a result of, arise out of or are by virtue offrom: (i) any breach of, inaccurate representation made by Seller or inaccuracy in, any representation or warranty, of the Acquired Companies or Sellers, set forth Members in this Agreement or any exhibit or schedule hereto, or any written statement or certificate furnished or to be furnished to Buyer pursuant hereto or in any closing certificate or document delivered by the Acquired Companies or Sellers to Buyer in connection herewith other than the Ancillary Agreements which shall stand on their own, herewith; (ii) any the breach or non-fulfillment of any covenant on the part of the Acquired Companies warranty made by Seller or Sellers, set forth Members in this Agreement or any exhibit or schedule hereto, or any written statement or certificate furnished or to be furnished to Buyer pursuant hereto or in any closing certificate or document delivered by the Acquired Companies or Seller to Buyer in connection herewith other than the Ancillary Agreements which shall stand on their own;, herewith; (iii) a breach or default in the performance by Seller of any Environmental Actions relating toof the covenants to be performed by it hereunder; (iv) any debts, liabilities, or obligations of Seller, whether accrued, absolute, contingent, or otherwise, due or to become due, other than Assumed Liabilities; (v) the nonperformance or defective performance prior to the Closing Date by Seller under any of the Assumed Contracts to the extent such nonperformance is not cured by Seller within the permitted cure period in the Assumed Contract; (vi) the imposition of any and all federal, state, or local taxes arising out of or resulting from (a) the Environmental Conditions of any Acquired Company Facility owned currently or in the past in whole or in part by any Sellers or Acquired Company arising out of or resulting from conditions that were in existence as of, resulting from, or operations or activities that occurred prior to, the Closing Date, (b) any Environmental Conditions known relating to Sellers or Acquired Companies at the time Seller’s sale of the Closing for any Acquired Company Facility which is Assets hereunder or was leased by an Acquired Company from an independent third party, or (c) any act or omission operation of any Acquired Company on or the Business prior to the Closing Date; or (ivvii) claims relating to Seller’s or its predecessors’ pre-Closing release, generation, treatment, transport, recycling, or storage of any matter set forth on Schedule 8.2. Such obligations apply regardless hazardous substance or arising out of or attributable to Seller’s or its predecessors’ arrangements for any of the presence foregoing. The amount of a Third-Party Claim. For purposes of determining the Buyer’s Damages shall be reduced by the amount of Damages for which indemnification is provided hereunder (but not for the purpose of determining whether a breach of a representation, warranty or covenant has occurred), each of the representations, warranties and covenants made insurance proceeds received by any Party in this Agreement, or in any certificate or other instrument delivered pursuant hereto, shall be deemed to have been made without the inclusion of limitations or qualifications as to materiality such as the word “material,” if with the inclusion of such limitation or qualification the representation, warranty or covenant was breachedBuyer.

Indemnification of Buyer. Subject to the other provisions of this Article 8Section 8 (Indemnification), Sellers shallfrom and after the Closing Date, severally Seller shall indemnify Buyer, its Affiliates (including after the Closing, the Acquired Company) and their respective officers and directors (each, a “Buyer Indemnified Party”) in respect of, and hold the Buyer Indemnified Parties harmless against, any Damages suffered by any Buyer Indemnified Party resulting from: (a) any inaccuracy in or breach of any representation or warranty set forth in Section 2 (Representations and Warranties of Seller) as of the Closing Date (except for those representations and warranties that address matters only as of an earlier specified date, the accuracy of which shall be determined as of such earlier specified date); provided, however, that all materiality qualifications including “material” and “Company Material Adverse Effect” contained in Section 2 (Representations and Warranties of Seller) shall be disregarded for all purposes under this Section 8.1(a), except for materiality qualifications including “material” and “Company Material Adverse Effect” that appear in Sections [***]; (b) any breach by Seller of any covenant or agreement contained in this Agreement; (c) all Pre-Closing Taxes; (d) any Deemed Tax Liability; (e) any Secondary Tax Liability; (f) any Closing Date Transaction Expenses or Closing Date Indebtedness in each case to the extent not considered in connection with the purchase price adjustment process; or (g) any liability of the Acquired Company, whether contingent or noncontingent, arising from the Acquired Company’s (A) ownership, operation or sale of [***] and (B) membership in the Parent Group prior to Closing. provided, however, that any Adjustment Amount payable pursuant to Section 1.6 (Post Closing Adjustment to Closing Purchase Price) shall be determined in accordance with Section 8.14, indemnify, defend, save 1.6 (Post Closing Adjustment to Closing Purchase Price) and keep Buyer and its respective Affiliates not this Section 8 (including each Acquired CompanyIndemnification), their respective members, managers, officers, directors, successors and assigns (collectively, the “Buyer Indemnitees”), harmless against and from all liability, demands, claims, actions or causes of action, assessments, losses, fines, penalties, costs, damages, deficiencies, and expenses, including without limitation, reasonable attorneys’ fees, court costs and other fees, disbursements and expenses, whether payable in cash, property or otherwise (collectively, “Damages”) sustained or incurred by any of the Buyer Indemnitees to the extent they are a result of, arise out of or are by virtue of: (i) any breach of, or inaccuracy in, any representation or warranty, of the Acquired Companies or Sellers, set forth in this Agreement or any exhibit or schedule hereto, or any written statement or certificate furnished or to be furnished to Buyer pursuant hereto or in any closing document delivered by the Acquired Companies or Sellers to Buyer in connection herewith other than the Ancillary Agreements which shall stand on their own, (ii) any breach or non-fulfillment of any covenant on the part of the Acquired Companies or Sellers, set forth in this Agreement or any exhibit or schedule hereto, or any written statement or certificate furnished or to be furnished to Buyer pursuant hereto or in any closing document delivered by the Acquired Companies or Seller to Buyer in connection herewith other than the Ancillary Agreements which shall stand on their own;, (iii) any Environmental Actions relating to, arising out of or resulting from (a) the Environmental Conditions of any Acquired Company Facility owned currently or in the past in whole or in part by any Sellers or Acquired Company arising out of or resulting from conditions that were in existence as of, or operations or activities that occurred prior to, the Closing Date, (b) any Environmental Conditions known to Sellers or Acquired Companies at the time of the Closing for any Acquired Company Facility which is or was leased by an Acquired Company from an independent third party, or (c) any act or omission of any Acquired Company on or prior to the Closing Date; or (iv) any matter set forth on Schedule 8.2. Such obligations apply regardless of the presence of a Third-Party Claim. For purposes of determining the amount of Damages for which indemnification is provided hereunder (but not for the purpose of determining whether a breach of a representation, warranty or covenant has occurred), each of the representations, warranties and covenants made by any Party in this Agreement, or in any certificate or other instrument delivered pursuant hereto, shall be deemed to have been made without the inclusion of limitations or qualifications as to materiality such as the word “material,” if with the inclusion of such limitation or qualification the representation, warranty or covenant was breached.

Indemnification of Buyer. Subject Without in any way limiting or diminishing the warranties, representations or agreements herein contained or the rights or remedies available to the provisions of this Article 8Buyer for a breach hereof, Sellers shall, severally in accordance with Section 8.14, each Seller hereby agrees to indemnify, defend, save defend and keep hold harmless Buyer and its respective Affiliates (including each Acquired Company), their respective members, managers, officers, directorsdesignees, successors and assigns (collectivelyfrom and against all losses, the “Buyer Indemnitees”)judgments, harmless against and from all liability, demandsliabilities, claims, actions damages or causes of action, assessments, losses, fines, penalties, costs, damages, deficiencies, and expenses, expenses (including without limitation, reasonable attorneys’ fees) of every kind, court costs nature and other feesdescription in existence before, disbursements and expenseson or after Closing, whether payable in cashknown or unknown, property absolute or otherwise (collectivelycontinent, “Damages”) sustained joint or incurred by any of the Buyer Indemnitees to the extent they are a result of, arise out of or are by virtue of: (i) any breach of, or inaccuracy in, any representation or warranty, of the Acquired Companies or Sellers, set forth in this Agreement or any exhibit or schedule hereto, or any written statement or certificate furnished or to be furnished to Buyer pursuant hereto or in any closing document delivered by the Acquired Companies or Sellers to Buyer in connection herewith other than the Ancillary Agreements which shall stand on their own, (ii) any breach or non-fulfillment of any covenant on the part of the Acquired Companies or Sellers, set forth in this Agreement or any exhibit or schedule hereto, or any written statement or certificate furnished or to be furnished to Buyer pursuant hereto or in any closing document delivered by the Acquired Companies or Seller to Buyer in connection herewith other than the Ancillary Agreements which shall stand on their own;, (iii) any Environmental Actions relating toseveral, arising out of or resulting from relating to: (ai) any claim made or asserted against Buyer or any of the Property by a creditor of any Seller on account of any debt or obligation owed or allegedly owed by any Seller with respect to any Hotel excluding claims related to obligations assumed by Buyer and obligations disclosed to Buyer on Exhibits C-1 or C-2 for which the parties contemplate Buyer being responsible as to matters that arise following the Closing; (ii) any claim made or asserted against Buyer or any of the Property by a creditor of any Seller based on or alleging a violation of any bulk sales act or other similar laws; (iii) the Environmental Conditions material breach of any Acquired Company Facility owned currently representation, warranty, covenant or in the past in whole or in part by any Sellers or Acquired Company arising out of or resulting from conditions that were in existence as of, or operations or activities that occurred prior to, the Closing Date, (b) any Environmental Conditions known to Sellers or Acquired Companies at the time of the Closing for any Acquired Company Facility which is or was leased by an Acquired Company from an independent third party, or (c) any act or omission agreement of any Acquired Company on or prior to Seller contained in this Contract asserted by Buyer within the Closing Date; or survival period established in Section 7.3 above; (iv) any matter set forth liability or obligation of any Seller not expressly assumed by Buyer pursuant to this Contract or disclosed to Buyer on Schedule 8.2. Such obligations apply regardless of the presence of a Third-Party Claim. For purposes of determining the amount of Damages Exhibits C-1 or C-2 for which indemnification is provided hereunder (but not for the purpose of determining whether a breach of a representation, warranty or covenant has occurred), each of the representations, warranties and covenants made by any Party in this Agreement, or in any certificate or other instrument delivered pursuant hereto, shall be deemed to have been made without the inclusion of limitations or qualifications parties contemplate Buyer being responsible as to materiality such as matters that arise following the word “material,” if with the inclusion Closing; (v) any claim made or asserted by an employee of any Seller arising out of such limitation Seller’s decision to sell its Property; and (vi) the conduct and operation by or qualification on behalf of any Seller of its Hotel or the representationownership, warranty use or covenant was breachedoperation of its Property prior to Closing.

Indemnification of Buyer. Subject to the provisions limitation set forth in ------------------------ Section 10.4 hereof, Seller (in such capacity, the "Indemnifying Party") shall indemnify, defend and hold harmless Buyer and each of its affiliates, and each of its respective directors, officers, employees, agents and representatives (each of which is, in such capacity, an "Indemnified Party"), against and in respect of any and all claims, demands, actions, losses, costs, expenses, obligations, liabilities, damages, recoveries and deficiencies, including interest, penalties, amounts paid in settlement, reasonable attorneys' fees, costs of investigation and remediation, costs of investigative, judicial or administrative proceedings or appeals therefrom, and costs of attachment or similar bonds (collectively, "Losses") asserted against, imposed upon or incurred by the Indemnified Party, that arise out of, result from or relate to: (a) any breach by Seller of any representation, warranty, covenant, obligation or undertaking in this Article 8Agreement, Sellers shallincluding any schedule or exhibit hereto or any certificate or affidavit delivered pursuant hereto; (b) any liabilities or obligations (other than the Assumed Liabilities) to the extent arising out of, severally resulting from or relating to the operation of the CheckVision Business prior to the Closing; (c) the Excluded Liabilities; (d) the failure of Buyer to collect the accounts receivable reflected on the CheckVision Business Closing Balance Sheet, within two hundred (240) days after the due date of such accounts receivable, at their full amount less any reserves for doubtful accounts reflected on the Closing Balance Sheets, as finally determined, provided, however, that if Buyer shall collect any amounts with respect to such accounts receivable after having made a claim hereunder and having received payment therefor from Seller, then Buyer shall immediately remit such amounts to Seller; (e) except with respect to accounts receivable (which are covered under clause (d) above), the failure of the CheckVision Business Closing Balance Sheet fairly to present the book values of the Acquired Assets and Assumed Liabilities, determined in accordance with Section 8.142.8 hereof, indemnify, defend, save and keep Buyer and its respective Affiliates (including each Acquired Company), their respective members, managers, officers, directors, successors and assigns (collectivelyfor example, the “Buyer Indemnitees”)failure to include an account payable, harmless against and from all liability, demands, claims, actions or causes the inclusion of action, assessments, losses, fines, penalties, costs, damages, deficiencies, and expenses, including without limitation, reasonable attorneys’ fees, court costs and other fees, disbursements and expenses, whether payable in cash, property or otherwise (collectively, “Damages”) sustained or incurred by any of the Buyer Indemnitees to the extent they are a result of, arise out of or are by virtue of: an asset that was not transferred; or (i) any breach of, or inaccuracy in, any representation or warranty, of the Acquired Companies or Sellers, set forth in this Agreement Tax payable by Seller or any exhibit or schedule hereto, or any written statement or certificate furnished or to be furnished to Buyer pursuant hereto or in any closing document delivered by the Acquired Companies or Sellers to Buyer in connection herewith other than the Ancillary Agreements which shall stand on their own, of its affiliates, (ii) any breach deficiencies in any Tax payable by or non-fulfillment on behalf of Seller or any covenant on the part of its affiliates, or by Buyer in respect of the Acquired Companies or SellersCheckVision Business, set forth in this Agreement or each case with respect to any exhibit or schedule hereto, or any written statement or certificate furnished or to be furnished to Buyer pursuant hereto or in any closing document delivered by the Acquired Companies or Seller to Buyer in connection herewith other than the Ancillary Agreements which shall stand on their own;, (iii) any Environmental Actions relating to, arising out of or resulting from (a) the Environmental Conditions of any Acquired Company Facility owned currently or in the past in whole or in part by any Sellers or Acquired Company arising out of or resulting from conditions that were in existence as of, or operations or activities that occurred prior to, the Closing Date, (b) any Environmental Conditions known to Sellers or Acquired Companies at the time of the Closing for any Acquired Company Facility which is or was leased by an Acquired Company from an independent third party, or (c) any act or omission of any Acquired Company period ending on or prior to the Closing, and (iii) a pro rata share of any other Taxes that may be payable by Buyer with respect to the operation of the CheckVision Business or the Ownership of the Acquired Assets (other than Buyer's income or franchise taxes) for periods commencing prior to and ending after the Closing Date (whether or not assessed prior to the Closing Date; or (iv) any matter set forth on Schedule 8.2. Such obligations apply regardless of the presence of a Third-Party Claim. For purposes of determining the amount of Damages for which indemnification is provided hereunder (but not for the purpose of determining whether a breach of a representation, warranty or covenant has occurred), each of the representations, warranties and covenants made by any Party in this Agreement, or in any certificate or other instrument delivered pursuant hereto, shall be deemed to have been made without the inclusion of limitations or qualifications as to materiality such as the word “material,” if with the inclusion of such limitation or qualification the representation, warranty or covenant was breached.

Indemnification of Buyer. Subject The Company (solely with respect to claims made under this Section 9.1 prior to the provisions of this Article 8Closing) and Stockholder hereby jointly and severally agree to indemnify and hold harmless Parent, Sellers shall, severally in accordance with Section 8.14, indemnify, defend, save and keep Buyer and each of its respective Affiliates (including each Acquired Company), and their respective members, managers, officers, directors, successors directors and assigns officers (collectively, the “Buyer Purchaser Indemnitees”), harmless against and from in respect of any and all out-of-pocket loss, cost, payments, demand, penalty, forfeiture, expense, liability, demandsjudgment, claims, actions deficiency or causes damage or claim (including actual costs of action, assessments, losses, fines, penalties, costs, damages, deficiencies, investigation and expenses, including without limitation, reasonable attorneys’ feesfees but, court excluding internal costs and other fees, disbursements expenses of Purchaser Indemnitees and expenses, whether payable in cash, property or otherwise its employees) (all of the foregoing collectively, “DamagesLosses”) incurred or sustained by any Purchaser Indemnitee as a result of or incurred by in connection with (a) any breach, inaccuracy or nonfulfillment or the alleged breach, inaccuracy or nonfulfillment of any of the Buyer Indemnitees to the extent they are a result ofrepresentations, arise out of or are by virtue of: (i) any breach of, or inaccuracy in, any representation or warranty, warranties and covenants of the Acquired Companies Company or Sellers, set forth in this Agreement or any exhibit or schedule hereto, or any written statement or certificate furnished or to be furnished to Buyer pursuant hereto Stockholder contained herein or in any closing document of the Additional Agreements or any certificate or other writing executed and delivered pursuant hereto, (b) any Actions by any third parties with respect to the Acquired Companies Business (including breach of contract claims, violations of warranties, trademark infringement, torts or Sellers consumer complaints) for any period prior to Buyer the Closing Date as a result of the fraudulent or illegal actions of the Company, (c) the violation of any Laws in connection herewith other than with or with respect to the Ancillary Agreements which shall stand on their own, (ii) any breach or non-fulfillment of any covenant on the part operation of the Acquired Companies or Sellers, set forth in this Agreement or any exhibit or schedule hereto, or any written statement or certificate furnished or Business prior to be furnished to Buyer pursuant hereto or in any closing document delivered by the Acquired Companies or Seller to Buyer in connection herewith other than the Ancillary Agreements which shall stand on their own;, (iii) any Environmental Actions relating to, arising out of or resulting from (a) the Environmental Conditions of any Acquired Company Facility owned currently or in the past in whole or in part by any Sellers or Acquired Company arising out of or resulting from conditions that were in existence as of, or operations or activities that occurred prior to, the Closing Date, (bd) any Environmental Conditions known to Sellers or Acquired Companies at the time claims by any employee of the Company with respect to any period or event occurring prior to the Closing for Date, (e) the failure of the Company to pay any Acquired Company Facility which is Taxes to any Taxing Authority or was leased by an Acquired Company from an independent third party, or (c) to file any act or omission of Tax Return with any Acquired Company Taxing Authority with respect to any period ending on or prior to the Closing Date; , except as disclosed herein, or (ivf) any matter sales, use, transfer or similar Tax imposed on Buyer or its Affiliates as a result of any transaction contemplated by this Agreement, subject to the Company’s obligation to pay money to Stockholder for such Taxes as set forth on Schedule 8.26.2. Such obligations apply regardless The total payments made by Stockholder to the Purchaser Indemnitees with respect to Losses shall not exceed the portion of the presence of a Third-Party ClaimPurchase Price actually received by Stockholder (the “Indemnifiable Loss Limit”). For purposes of determining No Purchaser Indemnitee shall be entitled to indemnification pursuant to this Section 9.1 unless and until the aggregate amount of Damages for Losses to all Purchaser Indemnitees equals at least $50,000 (the “Basket”), at which time, subject to the Indemnifiable Loss Limit, the Purchaser Indemnitees shall be entitled to indemnification is provided hereunder (but not for the purpose total amount of determining whether a such Losses; provided any breach of a representation, warranty or covenant has occurredSections 3.1 (Corporate Existence and Power), each 3.2 (Authorization), 3.3. (Governmental Authorization), 3.5 (Capitalization), 3.6 (Articles of Incorporation and By-Laws), 3.10 (Subsidiaries), or 3.15 (Properties; Title to the Company’s Assets) shall not be subject to the Basket. Notwithstanding anything set forth in this Section 9.1, (i) any amounts recovered under Section 5.2(b), and (ii) any Losses incurred by any Purchaser Indemnitee arising out of the representationsfailure of any Stockholder to perform any covenant or obligation to be performed by him or it at or after the Closing Date, warranties and covenants made by any Party in this Agreementshall not, or in any certificate such case, be subject to or other instrument delivered pursuant heretoapplied against the Indemnifiable Loss Limit or the Basket, shall be deemed to have been made without the inclusion of limitations or qualifications as to materiality such as the word “material,” if with the inclusion of such limitation or qualification the representation, warranty or covenant was breachedrespectively.

Indemnification of Buyer. Subject to the provisions of this Article 8Section 10.1(d), Sellers shallagree, severally in accordance with Section 8.14jointly and severally, indemnify, to defend, save indemnify and keep Buyer hold harmless Buyer, the Company, and its respective Affiliates (including each Acquired Company), their respective members, managers, officers, directors, successors and assigns (collectively, individually a "Buyer Indemnitee," and collectively the “"Buyer Indemnitees”)") from, harmless against against, and from in respect of the following: (a) any and all liability, demands, claims, actions or causes of action, assessments, losses, fines, penalties, costs, damages, deficienciesdeficiencies or liabilities caused by, and expensesresulting or arising from, including without limitation, reasonable attorneys’ fees, court costs and other fees, disbursements and expenses, whether payable in cash, property or otherwise (collectively, “Damages”) sustained or incurred by any of the Buyer Indemnitees to the extent they are a result of, arise out of or are by virtue ofrelating to: (i) any breach of, or inaccuracy in, any representation or warranty, of the Acquired Companies representations and warranties of Sellers or Sellers, set forth the Company contained in this Agreement or any exhibit or schedule hereto, or any written statement or certificate furnished or to be furnished to Buyer pursuant hereto or in any closing document instrument, certificate or affidavit delivered by or on behalf of Sellers or the Acquired Companies Company at the Closing in accordance with this Agreement; or Sellers to Buyer in connection herewith other than the Ancillary Agreements which shall stand on their own, (ii) any breach failure by either Sellers or non-fulfillment of any covenant on the part of the Acquired Companies Company to perform or Sellers, set forth in otherwise fulfill or comply with (X) if this Agreement shall have been terminated, Section 6.3, Section 9.1 or any exhibit other covenant, undertaking, agreement or schedule hereto, or any written statement or certificate furnished or obligation to be furnished performed, fulfilled or complied with by Sellers or the Company prior to Buyer pursuant hereto or in any closing document delivered by the Acquired Companies or Seller to Buyer in connection herewith other than the Ancillary Agreements which shall stand on their own;, (iii) any Environmental Actions relating to, arising out of or resulting from (a) the Environmental Conditions of any Acquired Company Facility owned currently or in the past in whole or in part by any Sellers or Acquired Company arising out of or resulting from conditions that were in existence as of, or operations or activities that occurred prior to, with the Closing Dateor (Y) if the Closing shall occur, any covenant, undertaking or other agreement or obligation of Sellers under this Agreement to be performed, fulfilled or otherwise complied with by Sellers after the Closing; and (b) any Environmental Conditions known and all actions, suits, proceedings, claims, liabilities, demands, assessments, judgments, interest, penalties, costs and expenses, including reasonable attorneys' fees, incurred by the Buyer Indemnitees in connection with investigating, defending, settling or prosecuting any action, suit, proceeding or claim against Buyer hereunder, incident to Sellers or Acquired Companies at the time any of the Closing for items referred to in Section 10.1(a); provided, that, if any Acquired Company Facility action, suit, proceeding, claim, liability, demand or assessment shall be asserted against any Buyer Indemnitee in respect of which is such Buyer Indemnitee proposes to demand indemnification, such Buyer Indemnitee shall notify Sellers thereof within a reasonable period of time after assertion thereof, and such notice shall include copies of all suit, service and claim documents and all other relevant documents in the possession of the Buyer Indemnitee and an explanation of the Buyer Indemnitee's contentions and defenses with as much specificity and particularity as the circumstances permit; provided, further, that the failure of the Buyer Indemnitee to give such notice or was leased by an Acquired Company from an independent provide such documentation shall not relieve Sellers of their obligations under this Section 10.1, if Sellers shall not have been prejudiced thereby (and then solely to the extent thereof). Subject to rights of or duties to any insurer or other third partyPerson having liability therefor, Sellers shall have the right within ten (10) days after receipt of such notice to assume in writing the control of the defense, compromise or settlement of any such action, suit, proceeding, claim, liability, demand, or assessment, including, at their own expense, employment of counsel; provided further, however, that, if Sellers shall have exercised their right to assume such control, the Buyer Indemnitee may, in its sole discretion and at its sole expense, employ counsel to represent it (cin addition to counsel employed by Sellers) in any act or omission of any Acquired Company on or prior such matter, and in such event counsel selected by Sellers shall be required to the Closing Date; or (iv) any matter set forth on Schedule 8.2. Such obligations apply regardless cooperate with such counsel of the presence of a Third-Party Claim. For purposes of determining the amount of Damages for which indemnification is provided hereunder (but not Buyer Indemnitee in such defense, compromise or settlement for the purpose of determining whether informing and sharing information with such Buyer Indemnitee. So long as Sellers are defending in good faith any such claim or demand asserted by a breach third Person against the Buyer Indemnitee, the Buyer Indemnitee shall not settle or compromise such claim or demand. If Sellers have assumed the defense of a representationany such claim or demand, warranty then they shall not consent to the entry of judgment or covenant has occurred), each enter into any settlement without the prior written consent of the representationsBuyer Indemnitee, warranties which consent shall not be unreasonably withheld. The Buyer Indemnitee shall make available to Sellers or their agents all records and covenants made other materials in the Buyer Indemnitee's possession reasonably required by them for their use in contesting any Party third party claim or demand. (c) Upon notice to Sellers specifying in this Agreementreasonable detail the basis for such set-off, any indemnification obligation of Sellers hereunder may, at the option of Buyer, be set-off and applied against the outstanding balance of the Promissory Notes due to the affected Sellers, in the amount of such claim for indemnification, as if such indemnification claim had resulted in a reduction of the Purchase Consideration and therefore of the principal balance of the Promissory Notes as of the Closing Date. The exercise of such right of set-off by Buyer in good faith, whether or not ultimately determined to be justified, will not constitute an event of default under the Promissory Notes. Neither the exercise of nor the failure to exercise such right of set-off will constitute an election of remedies or limit Buyer in any certificate or manner in the enforcement of any other instrument delivered pursuant heretoremedies that may be available to it. (d) Breaches of representations and warranties contained in Sections 4.4, 4.5(b) and 4.6 (as related solely to the Sellers and not to the Company) shall be deemed subject only to several indemnification by the respective Sellers who shall have been made without the inclusion of limitations or qualifications as to materiality and breached such as the word “material,” if with the inclusion of such limitation or qualification the representation, warranty or covenant was breachedrepresentations and warranties.

Indemnification of Buyer. Subject to the provisions of this Article 8Section 10.1(d), Sellers shallagree, severally in accordance with Section 8.14jointly and severally, indemnify, to defend, save indemnify and keep Buyer hold harmless Buyer, the Company, and its respective Affiliates (including each Acquired Company), their respective members, managers, officers, directors, successors and assigns (collectively, individually a “Buyer Indemnitee,” and collectively the “Buyer Indemnitees”)) from, harmless against against, and from in respect of the following: (a) any and all liability, demands, claims, actions or causes of action, assessments, losses, fines, penalties, costs, damages, deficienciesdeficiencies or liabilities caused by, and expensesresulting or arising from, including without limitation, reasonable attorneys’ fees, court costs and other fees, disbursements and expenses, whether payable in cash, property or otherwise (collectively, “Damages”) sustained or incurred by any of the Buyer Indemnitees to the extent they are a result of, arise out of or are by virtue ofrelating to: (i) any breach of, or inaccuracy in, any representation or warranty, of the Acquired Companies representations and warranties of Sellers or Sellers, set forth the Company contained in this Agreement or any exhibit or schedule hereto, or any written statement or certificate furnished or to be furnished to Buyer pursuant hereto or in any closing document instrument, certificate or affidavit delivered by or on behalf of Sellers or the Acquired Companies Company at the Closing in accordance with this Agreement; or Sellers to Buyer in connection herewith other than the Ancillary Agreements which shall stand on their own, (ii) any breach failure by either Sellers or non-fulfillment of any covenant on the part of the Acquired Companies Company to perform or Sellers, set forth in otherwise fulfill or comply with (X) if this Agreement shall have been terminated, Section 6.3, Section 9.1 or any exhibit other covenant, undertaking, agreement or schedule hereto, or any written statement or certificate furnished or obligation to be furnished performed, fulfilled or complied with by Sellers or the Company prior to Buyer pursuant hereto or in any closing document delivered by the Acquired Companies or Seller to Buyer in connection herewith other than the Ancillary Agreements which shall stand on their own;, (iii) any Environmental Actions relating to, arising out of or resulting from (a) the Environmental Conditions of any Acquired Company Facility owned currently or in the past in whole or in part by any Sellers or Acquired Company arising out of or resulting from conditions that were in existence as of, or operations or activities that occurred prior to, with the Closing Dateor (Y) if the Closing shall occur, any covenant, undertaking or other agreement or obligation of Sellers under this Agreement to be performed, fulfilled or otherwise complied with by Sellers after the Closing; and (b) any Environmental Conditions known and all actions, suits, proceedings, claims, liabilities, demands, assessments, judgments, interest, penalties, costs and expenses, including reasonable attorneys’ fees, incurred by the Buyer Indemnitees in connection with investigating, defending, settling or prosecuting any action, suit, proceeding or claim against Buyer hereunder, incident to Sellers or Acquired Companies at the time any of the Closing for items referred to in Section 10.1(a); provided, that, if any Acquired Company Facility action, suit, proceeding, claim, liability, demand or assessment shall be asserted against any Buyer Indemnitee in respect of which is such Buyer Indemnitee proposes to demand indemnification, such Buyer Indemnitee shall notify Sellers thereof within a reasonable period of time after assertion thereof, and such notice shall include copies of all suit, service and claim documents and all other relevant documents in the possession of the Buyer Indemnitee and an explanation of the Buyer Indemnitee’s contentions and defenses with as much specificity and particularity as the circumstances permit; provided, further, that the failure of the Buyer Indemnitee to give such notice or was leased by an Acquired Company from an independent provide such documentation shall not relieve Sellers of their obligations under this Section 10.1, if Sellers shall not have been prejudiced thereby (and then solely to the extent thereof). Subject to rights of or duties to any insurer or other third partyPerson having liability therefor, Sellers shall have the right within ten (10) days after receipt of such notice to assume in writing the control of the defense, compromise or settlement of any such action, suit, proceeding, claim, liability, demand, or assessment, including, at their own expense, employment of counsel; provided further, however, that, if Sellers shall have exercised their right to assume such control, the Buyer Indemnitee may, in its sole discretion and at its sole expense, employ counsel to represent it (cin addition to counsel employed by Sellers) in any act or omission of any Acquired Company on or prior such matter, and in such event counsel selected by Sellers shall be required to the Closing Date; or (iv) any matter set forth on Schedule 8.2. Such obligations apply regardless cooperate with such counsel of the presence of a Third-Party Claim. For purposes of determining the amount of Damages for which indemnification is provided hereunder (but not Buyer Indemnitee in such defense, compromise or settlement for the purpose of determining whether informing and sharing information with such Buyer Indemnitee. So long as Sellers are defending in good faith any such claim or demand asserted by a breach third Person against the Buyer Indemnitee, the Buyer Indemnitee shall not settle or compromise such claim or demand. If Sellers have assumed the defense of a representationany such claim or demand, warranty then they shall not consent to the entry of judgment or covenant has occurred), each enter into any settlement without the prior written consent of the representationsBuyer Indemnitee, warranties which consent shall not be unreasonably withheld. The Buyer Indemnitee shall make available to Sellers or their agents all records and covenants made other materials in the Buyer Indemnitee’s possession reasonably required by them for their use in contesting any Party third party claim or demand. (c) Upon notice to Sellers specifying in this Agreementreasonable detail the basis for such set-off, any indemnification obligation of Sellers hereunder may, at the option of Buyer, be set-off and applied against the outstanding balance of the Promissory Notes due to the affected Sellers, in the amount of such claim for indemnification, as if such indemnification claim had resulted in a reduction of the Purchase Consideration and therefore of the principal balance of the Promissory Notes as of the Closing Date. The exercise of such right of set-off by Buyer in good faith, whether or not ultimately determined to be justified, will not constitute an event of default under the Promissory Notes. Neither the exercise of nor the failure to exercise such right of set-off will constitute an election of remedies or limit Buyer in any certificate or manner in the enforcement of any other instrument delivered pursuant heretoremedies that may be available to it. (d) Breaches of representations and warranties contained in Sections 4.4, 4.5(b) and 4.6 (as related solely to the Sellers and not to the Company) shall be deemed subject only to several indemnification by the respective Sellers who shall have been made without the inclusion of limitations or qualifications as to materiality and breached such as the word “material,” if with the inclusion of such limitation or qualification the representation, warranty or covenant was breachedrepresentations and warranties.

Indemnification of Buyer. Subject Sellers hereby agree to the provisions of this Article 8indemnify and hold Buyer harmless from and against any and all Buyer's Damages (as defined in Section 6.06 below) arising out of, Sellers shallattributable to, severally in accordance with Section 8.14resulting from, indemnify, defend, save and keep Buyer and its respective Affiliates (including each Acquired Company), their respective members, managers, officers, directors, successors and assigns (collectively, the “Buyer Indemnitees”), harmless against and from all liability, demands, claims, actions or causes of action, assessments, losses, fines, penalties, costs, damages, deficiencies, and expenses, including without limitation, reasonable attorneys’ fees, court costs and other fees, disbursements and expenses, whether payable in cash, property or otherwise (collectively, “Damages”) sustained or incurred by any of the Buyer Indemnitees with respect to the extent they are a result of, arise out of or are by virtue of: (i) any breach ofof warranty or misrepresentation by or on behalf of Sellers under this Agreement, or inaccuracy inthe breach or non-performance of any covenant, any representation or warranty, of the Acquired Companies or Sellers, set forth in this Agreement or any exhibit or schedule heretoagreement, or any written statement or certificate furnished or obligation to be furnished to Buyer pursuant hereto or in any closing document delivered performed by the Acquired Companies or Sellers to Buyer in connection herewith other than the Ancillary Agreements which shall stand on their own, Sellers; (ii) any breach or non-fulfillment of any covenant on the part of the Acquired Companies or Sellers, set forth in this Agreement or any exhibit or schedule heretomisrepresentation in, or omission from, any written statement certificate or certificate furnished instrument executed and delivered or to be furnished to Buyer pursuant hereto or in any closing document executed and delivered by the Acquired Companies or Seller to Buyer on behalf of Sellers in connection herewith other than the Ancillary Agreements which shall stand on their own;, with this Agreement; (iii) any Environmental Actions relating to, arising out error or omission of or resulting from (a) the Environmental Conditions of any Acquired Company Facility owned currently or Sellers in the past in whole or in part by any Sellers or Acquired Company arising out of or resulting from conditions that were in existence as of, or operations or activities that occurred prior to, the Closing Date, (b) any Environmental Conditions known to Sellers or Acquired Companies at the time operation of the Closing Purchased Business or relating to work performed or services rendered on the Purchased Projects on or prior to the Effective Date or on the Excluded Projects at any time for any Acquired Company Facility which is or was leased by an Acquired Company from an independent third party, or professional liability accrues under Sellers' Professional Indemnity insurance policy; (civ) any act or omission of any Acquired Company Sellers in the operation of the Purchased Business or relating to work performed or services rendered on the Purchased Projects on or prior to the Closing Effective Date or on the Excluded Projects at any time for which liability accrues for personal injury or property damage; (v) any liability or obligation related to the Purchased Assets or the Excluded Assets which arose on or prior to the Effective Date; (vi) any liability or obligation of Sellers not expressly assumed under this Agreement by Buyer, including without limitation any liability or obligation of Sellers arising out of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), with respect to any employee welfare benefit plan or employee pension benefit plan (as such terms are defined in ERISA), maintained by Sellers or any of their affiliates; (vii) any failure of Buyer or Sellers to comply with any bulk sales act or similar statute in connection with this Agreement; (viii) client audits relating to work performed or services rendered on the Purchased Projects or the Excluded Projects on or prior to the Effective Date; or (ivix) any matter set forth on Schedule 8.2. Such obligations apply regardless of the presence of a Third-Party Claim. For purposes of determining the amount of Damages for which indemnification is provided hereunder (but not for the purpose of determining whether a breach of a representation, warranty or covenant has occurred), each of the representations, warranties and covenants claim made against Buyer by any Party in this Agreement, creditor or in any certificate or other instrument delivered pursuant hereto, shall be deemed to have been made without the inclusion past creditor of limitations or qualifications as to materiality such as the word “material,” if with the inclusion of such limitation or qualification the representation, warranty or covenant was breachedSellers.

Indemnification of Buyer. Subject to the provisions of this Article 8VIII, Sellers shall, severally in accordance with Section 8.14, Seller shall indemnify, defend, save and keep Buyer and its respective Affiliates (including each Acquired Company), their respective members, managers, officers, directors, successors and assigns (collectively, the “Buyer Indemnitees”), harmless against and from all liability, demands, claims, actions or causes of action, assessments, losses, fines, penalties, costs, damages, deficiencies, damages and expenses, including without limitation, reasonable attorneys’ fees, court costs and other fees, disbursements and expenses, whether payable in cash, property or otherwise (collectively, “Damages”) sustained or incurred by any of the Buyer Indemnitees to the extent they are a result of, arise out of or are by virtue of: (i) any breach of, or inaccuracy in, any representation or warranty, of the any Acquired Companies Company or SellersSeller, set forth in this Agreement or any exhibit or schedule hereto, or any written statement or certificate furnished or to be furnished to Buyer pursuant hereto or in any closing document delivered by the any Acquired Companies Company or Sellers Seller to Buyer in connection herewith other than the Ancillary Agreements which shall stand on their ownherewith, (ii) any breach or non-fulfillment of any agreement or covenant on the part of the any Acquired Companies Company or SellersSeller, set forth in this Agreement or any exhibit or schedule hereto, or any written statement or certificate furnished or to be furnished to Buyer pursuant hereto or in any closing document delivered by the any Acquired Companies Company or Seller to Buyer in connection herewith other than the Ancillary Agreements which shall stand on their own;herewith, (iii) any claim or cause of action for fraudulent transfers relating to any matter occurring on or prior to the Closing Date under any Law and by or for the benefit of Seller or any Acquired Company; (iv) any claim related to any Bankruptcy or Insolvency Proceeding of Seller; (v) any claim by any employee of the Acquired Companies for any payments or benefits as a result of the termination, during a period commencing ninety (90) days prior to the date hereof and ending on the Closing Date, of his or her employment with an Acquired Company or its successors under any Contract dated prior to the Closing Date to which any Acquired Company and such participant are parties or under any severance policy, practice or plan of the Acquired Companies, as applied to such participant prior to, on, or on the date following the Closing Date; (vi) any Environmental Actions relating to, arising out of or resulting from (a) the Environmental Conditions of any Acquired Company Seller Facility owned currently or in the past in whole or in part by any Sellers or Acquired Company arising out of or resulting from conditions that were in existence as of, or operations or activities that occurred prior to, the Closing Date, (b) any Environmental Conditions known to Sellers or Acquired Companies at the time of the Closing for any Acquired Company Facility which is or was leased by an Acquired Company from an independent third party, or (c) any act or omission of any Acquired Company on or prior to the Closing Date; or (ivvii) any matter set forth claim related to breach of any fiduciary duty by Xxxxxx X. Xxxxxxxxx in connection with this Agreement or the transactions contemplated hereby, (viii) any claim that the Purchase Price was not reasonably equivalent value for the Interest, and (ix) any claim brought by, or on Schedule 8.2behalf of Seller’s stockholders other than pursuant to Section 8.4 below. Such obligations apply regardless of the presence of a Third-Third Party ClaimClaim (as defined below). For purposes of determining the amount of Damages for which indemnification is provided hereunder (but not for the purpose of determining whether a breach of a representation, warranty or covenant has occurred), each of the representations, warranties and covenants made by any Party in this Agreement, or in any certificate or other instrument delivered pursuant hereto, shall be deemed to have been made without the inclusion of limitations or qualifications as to materiality such as the word “material,” if with the inclusion of such limitation or qualification the representation, warranty or covenant was breached.

Indemnification of Buyer. Subject to the provisions of this Article 8, Sellers shall, severally in accordance with Section 8.14, The Company shall indemnify, defend, save keep indemnified and keep hold harmless Buyer in respect of any and its respective Affiliates (including each Acquired Company), their respective members, managers, officers, directors, successors and assigns (collectively, the “Buyer Indemnitees”), harmless against and from all liability, demands, claims, actions or causes of actionlosses, assessments, lossesinterest, fines, penalties, costsdiminutions in value, damages, deficienciesliabilities, whether or not currently due, and expensesexpenses (including, including without limitation, reasonable attorneys’ fees, court settlement costs and any actual legal or other fees, disbursements and expenses, whether payable in cash, property expenses for investigating or otherwise defending any actions or threatened actions) (collectively, “Damages”) sustained or incurred by any Buyer in connection with each and all of the Buyer Indemnitees to the extent they are a result of, arise out of or are by virtue of: following: (ia) any breach ofmisrepresentation made by the Company (including, or inaccuracy inwithout limitation, any representation officer, director or warranty, employee of the Acquired Companies Company or Sellersany Subsidiary) in this Agreement (including in any Schedules or Exhibits hereto) or any other document contemplated by this Agreement (including, set forth without limitation, the Related Agreements) or breach of any warranty contained herein made in favor of Buyer; (b) the breach of any covenant, agreement or obligation made for the benefit of Buyer contained in this Agreement or any exhibit or schedule hereto, or any written statement or certificate furnished or to be furnished to Buyer pursuant hereto or in any closing other document delivered contemplated by the Acquired Companies or Sellers to Buyer in connection herewith other than the Ancillary Agreements which shall stand on their own, (ii) any breach or non-fulfillment of any covenant on the part of the Acquired Companies or Sellers, set forth in this Agreement or any exhibit or schedule hereto, or any written statement or certificate furnished or to be furnished to Buyer pursuant hereto or in any closing document delivered by the Acquired Companies or Seller to Buyer in connection herewith other than the Ancillary Agreements which shall stand on their ownAgreement;, (iii) any Environmental Actions relating to, arising out of or resulting from (a) the Environmental Conditions of any Acquired Company Facility owned currently or in the past in whole or in part by any Sellers or Acquired Company arising out of or resulting from conditions that were in existence as of, or operations or activities that occurred prior to, the Closing Date, (b) any Environmental Conditions known to Sellers or Acquired Companies at the time of the Closing for any Acquired Company Facility which is or was leased by an Acquired Company from an independent third party, or (c) any act (i) Direct Taxes arising from the transfer of Subsidiary Capital Stock and the issuance, payment and delivery of the Purchase Price hereunder or omission (ii) Taxes relating to any Pre-Closing Tax Periods, including without limitation all costs and expenses incurred in preparing Tax Returns which may be properly allocated to such Pre-Closing Tax Periods, excluding any cost, expense or payment with respect to Taxes taken into account in the calculation of Estimated Closing Working Capital; (d) any Acquired Company Legal Proceeding arising from any condition, action or event existing or occurring on or prior to the Closing DateDate and relating to the Company, its business, operations or assets; (e) the amount (if any) by which Closing Working Capital is less than Estimated Working Capital; or or (ivf) any matter set forth on Schedule 8.2. Such obligations apply regardless broker, advisory, legal or accounting fees and expenses pertaining to the transactions contemplated herein (excepting normal accounting fees and expenses incurred in accordance with past practice) paid or incurred by the Company, any of the presence Subsidiaries or their Affiliates prior to the Closing Date. Notwithstanding the foregoing, any claim under this Article IX for Damages based upon or arising out of a Third-Party Claim. For purposes liability of determining the amount of Damages for which indemnification is provided hereunder (but not for the purpose of determining whether a breach of a representation, warranty or covenant has occurred), each any of the representations, warranties and covenants made by Company or any Party in this Agreement, or in any certificate or other instrument delivered pursuant hereto, of its Subsidiaries for Taxes shall be deemed limited to have been made without the inclusion Tax laws as are in effect as of limitations the applicable Pre-Closing Tax Period, as distinguished from retroactive changes in such Tax laws, and (ii) except in the event of fraud, in no event shall the Company be liable for Damages in an amount in excess of the Escrow Fund. In addition, the term “Damages” is expressly agreed to not include consequential damages or qualifications as to materiality such as the word “material,” if with the inclusion of such limitation or qualification the representation, warranty or covenant was breachedlost profits.

Indemnification of Buyer. Subject to the provisions of this Article 8and Dayton by Parent and Seller. Parent and Seller, Sellers shalljointly and severally, severally in accordance with Section 8.14, shall indemnify, defend, save and keep hold Buyer and its Dayton and each of their respective Affiliates (including each Acquired Company)and the directors, their respective members, managersstockholders, officers, directorsemployees, successors successors, transferees and assigns assigns, and their respective attorneys, accountants and agents of each (each a "Buyer Indemnified Party") harmless from and against any and all damages (whether actual, punitive or consequential), Claims, Actions, proceedings, losses, deficiencies, demands, Taxes, charges, obligations, liabilities, judgments, costs, settlements and expenses, fee (including attorneys' and accountants' expenses and fees) (whether arising out of third-party claims or otherwise), including, without limitation, interest, penalties and all amounts paid in the investigation, defense or settlement of any of the foregoing and costs of enforcing the indemnity (collectively, the “Buyer Indemnitees”)"Losses") incurred, harmless against and from all liability, demands, claims, actions or causes of action, assessments, losses, fines, penalties, costs, damages, deficiencies, and expenses, including without limitation, reasonable attorneys’ fees, court costs and other fees, disbursements and expenses, whether payable in cash, property or otherwise (collectively, “Damages”) sustained or incurred by any of the Buyer Indemnitees to the extent they are a result suffered in connection with, arising out of, arise out of resulting from or are by virtue ofrelating or incident to: (i) any inaccuracy, misrepresentation or breach of, of any warranty or inaccuracy in, any representation on the part of Seller or warranty, of the Acquired Companies or Sellers, set forth in Parent pursuant to this Agreement or any exhibit or schedule hereto, or any written statement or certificate furnished or to be furnished to Buyer pursuant hereto or in any closing document delivered by the Acquired Companies or Sellers to Buyer in connection herewith other than the Seller Ancillary Agreements which shall stand on their ownAgreement, (ii) any Excluded Liability, (iii) any Liability imposed upon any Buyer Indemnified Party by reason of Buyer's or Dayton's alleged status as transferee or successor of the Subject Business (as owned and/or operated by Seller or Parent as of the Closing Date or the Second Closing Date, as the case may be) or the Subject Assets (as owned and/or operated by Seller or Parent as of the Closing Date or the Second Closing Date, as the case may be), or (iv) any breach or non-fulfillment or non-performance of any agreement or covenant pursuant to this Agreement or any Seller Ancillary Agreement on the part of the Acquired Companies Parent or SellersSeller, set forth in this Agreement or including, without imitation, any exhibit or schedule hereto, or any written statement or certificate furnished or to be furnished to Buyer pursuant hereto or in any closing document delivered by the Acquired Companies failure of Parent or Seller to Buyer in connection herewith pay and/or perform any Liability or obligation of Seller other than the Ancillary Agreements which shall stand on their own;, Assumed Liabilities subject to and in accordance with the terms of Section 2.3 hereof (iii) any Environmental Actions relating to, arising out of or resulting from (a) the Environmental Conditions of any Acquired Company Facility owned currently or matters described in the past in whole or in part by any Sellers or Acquired Company arising out of or resulting from conditions that were in existence as of, or operations or activities that occurred prior to, the Closing Date, foregoing clauses (bi) any Environmental Conditions known to Sellers or Acquired Companies at the time of the Closing for any Acquired Company Facility which is or was leased by an Acquired Company from an independent third party, or (c) any act or omission of any Acquired Company on or prior to the Closing Date; or and (iv) any matter set forth on Schedule 8.2. Such obligations apply regardless of the presence of a Third-Party Claim. For purposes of determining the amount of Damages for which indemnification is provided hereunder (but not for the purpose of determining whether a breach of a representation, warranty or covenant has occurredare collectively referred to herein as "Buyer Claims"), each of the representations, warranties and covenants made by any Party in this Agreement, or in any certificate or other instrument delivered pursuant hereto, shall be deemed to have been made without the inclusion of limitations or qualifications as to materiality such as the word “material,” if with the inclusion of such limitation or qualification the representation, warranty or covenant was breached.

Indemnification of Buyer. Subject to the provisions of this Article 810, Sellers shallby execution of this Agreement, Shareholders hereby acknowledge that each Shareholder shall jointly and severally in accordance with Section 8.14, indemnify, defend, save and keep indemnify Buyer and its respective Affiliates (including each Acquired Company), their respective members, managers, officers, directors, employees, agents, representatives, affiliates, successors and assigns (collectively, the “"Buyer Indemnitees”Parties") and hold each of them harmless from and against and pay on behalf of or reimburse such Buyer Parties in respect of the following: (a) any and all loss, liability or damage (including judgments and settlement payments) (a "Loss"), harmless against and from all liability, demands, claims, actions or causes of action, assessments, losses, fines, penalties, costs, damages, deficiencies, and expenses, including without limitation, reasonable attorneys’ fees, court costs and other fees, disbursements and expenses, whether payable in cash, property or otherwise (collectively, “Damages”) sustained or incurred by any of the Buyer Indemnitees to the extent they are a result of, arise out of or are by virtue of: (i) any breach of, or inaccuracy in, any representation or warranty, of the Acquired Companies or Sellers, set forth in this Agreement or any exhibit or schedule hereto, or any written statement or certificate furnished or to be furnished to Buyer pursuant hereto or in any closing document delivered by the Acquired Companies or Sellers to Buyer in connection herewith other than the Ancillary Agreements which shall stand on their own, (ii) any breach or non-fulfillment of any covenant on the part of the Acquired Companies or Sellers, set forth in this Agreement or any exhibit or schedule hereto, or any written statement or certificate furnished or to be furnished to Buyer pursuant hereto or in any closing document delivered by the Acquired Companies or Seller to Buyer in connection herewith other than the Ancillary Agreements which shall stand on their own;, (iii) any Environmental Actions relating incident to, arising out of in connection with or resulting from (a) the Environmental Conditions any misrepresentation, breach, nonperformance or inaccuracy of any Acquired Company Facility owned currently or in the past in whole or in part by any Sellers or Acquired Company arising out of or resulting from conditions that were in existence as of, or operations or activities that occurred prior to, the Closing Date, (b) any Environmental Conditions known to Sellers or Acquired Companies at the time of the Closing for any Acquired Company Facility which is or was leased by an Acquired Company from an independent third party, or (c) any act or omission of any Acquired Company on or prior to the Closing Date; or (iv) any matter set forth on Schedule 8.2. Such obligations apply regardless of the presence of a Third-Party Claim. For purposes of determining the amount of Damages for which indemnification is provided hereunder (but not for the purpose of determining whether a breach of a representation, warranty or covenant has occurred)of Seller or Shareholders made or contained in this Agreement or in any Exhibit, Schedule, certificate or other document executed and delivered to Buyer by Shareholders or by or on behalf of Seller under or pursuant to this Agreement or the transactions contemplated herein; (b) any Excluded Liability; (c) any and all reasonable costs and expenses and all other Losses incurred in claiming, contesting or remedying any breach, misrepresentation, nonperformance or inaccuracy described in this Section 10.1, or in enforcing the Buyer Parties' rights to indemnification hereunder, including, by way of illustration and not limitation, all reasonable legal and accounting fees, other reasonable professional expenses and all filing fees and reasonable collection costs incident thereto and all such reasonable fees, costs and expenses incurred in defending claims which, if successfully prosecuted, would have resulted in a Loss. Buyer's remedy for any indemnification of Losses hereunder may be satisfied by proceeding against one or more of the Shareholders individually for all or any portion of such Loss. Notwithstanding the preceding sentence, Buyer agrees to use commercially reasonably efforts to pursue its remedies against each of the representations, warranties and covenants made by any Party Shareholders individually in this Agreement, or in any certificate or other instrument delivered pursuant hereto, shall be deemed to have been made without the inclusion of limitations or qualifications as to materiality such as the word “material,” if a manner consistent with the inclusion amount of such limitation or qualification the representation, warranty or covenant was breachedPurchase Price distributed to each Shareholder by Seller hereunder.

Indemnification of Buyer. Subject to the provisions of this Article 8limitations set forth below, Sellers shallSeller and Members, severally in accordance with Section 8.14jointly and severally, indemnifyshall indemnify and hold harmless, defendBuyer against any Buyer’s Damages (as hereinafter defined). “Buyer’s Damages”, save and keep Buyer and its respective Affiliates (including each Acquired Company)as used herein, their respective membersshall include any claims, managers, officers, directors, successors and assigns (collectively, the “Buyer Indemnitees”), harmless against and from all liabilityactions, demands, claimslosses (which shall include any diminution in value), actions or causes of actioncosts, assessmentsexpenses, losses, finesliabilities, penalties, costs, and damages, deficienciesincluding reasonable counsel fees incurred in attempting to avoid the same or oppose the imposition thereof, and expenses, including without limitation, reasonable attorneys’ fees, court costs and other fees, disbursements and expenses, whether payable in cash, property or otherwise (collectively, “Damages”) sustained or incurred by any of the resulting to Buyer Indemnitees to the extent they are a result of, arise out of or are by virtue offrom: (i) any breach of, inaccurate representation made by Seller or inaccuracy in, any representation or warranty, of the Acquired Companies or Sellers, set forth Members in this Agreement or any exhibit or schedule hereto, or any written statement or certificate furnished or to be furnished to Buyer pursuant hereto or in any closing certificate or document delivered by the Acquired Companies or Sellers to Buyer in connection herewith other than the Ancillary Agreements which shall stand on their own, herewith; (ii) any the breach or non-fulfillment of any covenant on the part of the Acquired Companies warranty made by Seller or Sellers, set forth Members in this Agreement or any exhibit or schedule hereto, or any written statement or certificate furnished or to be furnished to Buyer pursuant hereto or in any closing certificate or document delivered by the Acquired Companies or Seller to Buyer in connection herewith other than the Ancillary Agreements which shall stand on their own;, herewith; (iii) a breach or default in the performance by Seller of any Environmental Actions relating toof the covenants to be performed by it hereunder; (iv) any debts, liabilities, or obligations of Seller, whether accrued, absolute, contingent, or otherwise, due or to become due, other than Assumed Liabilities; (v) the nonperformance or defective performance prior to the Closing Date by Seller under any of the Assumed Contracts to the extent such nonperformance is not cured by Seller within the permitted cure period in the Assumed Contract; (vi) the imposition of any and all federal, state, or local taxes arising out of or resulting from (a) the Environmental Conditions of any Acquired Company Facility owned currently or in the past in whole or in part by any Sellers or Acquired Company arising out of or resulting from conditions that were in existence as of, resulting from, or operations or activities that occurred prior to, the Closing Date, (b) any Environmental Conditions known relating to Sellers or Acquired Companies at the time Seller’s sale of the Closing for any Acquired Company Facility which is Assets hereunder or was leased by an Acquired Company from an independent third party, or (c) any act or omission operation of any Acquired Company on or the Business prior to the Closing Date; or (ivvii) claims relating to Seller’s or its predecessors’ pre-Closing release, generation, treatment, transport, recycling, or storage of any matter set forth on Schedule 8.2. Such obligations apply regardless hazardous substance or arising out of or attributable to Seller’s or its predecessors’ arrangements for any of the presence foregoing. The amount of a Third-Party Claim. For purposes of determining the Buyer’s Damages shall be reduced by the amount of Damages for which indemnification is provided hereunder (but insurance proceeds received by Buyer. The aggregate liability of Seller and Members pursuant to this indemnity provision shall not for exceed $2,000,000 plus the purpose of determining whether a breach value of a representation, warranty or covenant has occurred), each of the representations, warranties and covenants made by any Party forty percent (40%) ownership interest in this Agreement, or in any certificate or other instrument delivered pursuant hereto, shall be deemed to have been made without the inclusion of limitations or qualifications as to materiality such as the word “material,” if with the inclusion of such limitation or qualification the representation, warranty or covenant was breachedLegion SDC.

Indemnification of Buyer. Subject The Company (solely with respect to claims made under this Section 9.1 prior to the provisions of this Article 8, Sellers shall, severally in accordance with Section 8.14, indemnify, defend, save and keep Buyer and its respective Affiliates (including each Acquired CompanyClosing), Mx. Xxxx Sxxx Xxxx, and the Beneficial Holders hereby jointly and severally agree to indemnify and hold harmless Buyer, each of its Affiliates and each of its and their respective members, managers, officerspartners, directors, successors officers, employees, stockholders, attorneys and assigns agents and permitted assignees (collectively, the “Buyer Purchaser Indemnitees”), harmless against and from in respect of any and all out-of-pocket loss, cost, payments, demand, penalty, forfeiture, expense, liability, demandsjudgment, claims, actions deficiency or causes of action, assessments, losses, fines, penalties, costs, damages, deficienciesdamage, and expenses, diminution in value or claim (including without limitation, reasonable actual costs of investigation and attorneys’ fees, court fees and other costs and other fees, disbursements expenses) (each of the foregoing a “Loss,” and expenses, whether payable in cash, property or otherwise (collectively, “DamagesLosses”) incurred or sustained by any Purchaser Indemnitee as a result of or incurred by in connection with (a) any breach, inaccuracy or nonfulfillment or the alleged breach, inaccuracy or nonfulfillment of any of the Buyer Indemnitees representations, warranties and covenants of the Company or any Beneficial Holders contained herein or any certificate or other writing delivered pursuant hereto, (b) any Actions by any third parties with respect to the extent they are a result ofBusiness (including breach of contract claims, arise out violations of warranties, trademark infringement, for “spamming”, privacy violations, torts or are by virtue of: (iconsumer complaints) for any breach of, or inaccuracy in, any representation or warranty, of the Acquired Companies or Sellers, set forth in this Agreement or any exhibit or schedule hereto, or any written statement or certificate furnished or period prior to be furnished to Buyer pursuant hereto or in any closing document delivered by the Acquired Companies or Sellers to Buyer in connection herewith other than the Ancillary Agreements which shall stand on their own, (ii) any breach or non-fulfillment of any covenant on the part of the Acquired Companies or Sellers, set forth in this Agreement or any exhibit or schedule hereto, or any written statement or certificate furnished or to be furnished to Buyer pursuant hereto or in any closing document delivered by the Acquired Companies or Seller to Buyer in connection herewith other than the Ancillary Agreements which shall stand on their own;, (iii) any Environmental Actions relating to, arising out of or resulting from (a) the Environmental Conditions of any Acquired Company Facility owned currently or in the past in whole or in part by any Sellers or Acquired Company arising out of or resulting from conditions that were in existence as of, or operations or activities that occurred prior to, the Closing Date, (bc) the violation of any Laws in connection with or with respect to the operation of the Business prior to the Closing Date, (d) any Environmental Conditions known to Sellers or Acquired Companies at the time claims by any employee of the Closing for Company or any Acquired Company Facility which is of its Subsidiaries with respect to any period or was leased by an Acquired Company from an independent third party, or (c) any act or omission of any Acquired Company event occurring on or prior to the Closing Date; , or (iv) any matter set forth on Schedule 8.2. Such obligations apply regardless relating to the termination of employee’s employment status in connection with the presence of a Third-Party Claim. For purposes of determining the amount of Damages for which indemnification is provided hereunder (but not for the purpose of determining whether a breach of a representation, warranty or covenant has occurred), each of the representations, warranties and covenants made transactions contemplated by any Party in this Agreement, or the termination, amendment or curtailment of any employee benefit plans, (e) the failure of the Company or any of its Subsidiaries to pay any Taxes to any Taxing Authority or to file any Tax Return with any Taxing Authority with respect to any period ending on or prior to the Closing Date, or (f) any sales, use, transfer or similar Tax imposed on Buyer or its Affiliates as a result of any transaction contemplated by this Agreement. The total payments made by the Beneficial Holders to the Purchaser Indemnitees with respect to Losses shall not exceed the Purchase Price (the “Indemnifiable Loss Limit”), except that the Indemnifiable Loss Limit shall not apply with respect to any Losses relating to or arising under or in connection with any of clauses (b) through (f) of this Section 10.1. No Purchaser Indemnitee shall be entitled to indemnification pursuant to this Section 10.1 unless and until the aggregate amount of Losses to all Purchaser Indemnitees equals at least $300,000 (the “Basket”), at which time, subject to the Indemnifiable Loss Limit, the Purchaser Indemnitees shall be entitled to indemnification for the total amount of such Losses. Notwithstanding anything set forth in this Section 9.1, (i) any amounts recovered under Section 6.2(b), and (ii) any Losses incurred by any Purchaser Indemnitee arising out of the failure of any Beneficial Holders to perform any covenant or obligation to be performed by him or it at or after the Closing Date, shall not, in any certificate such case, be subject to or other instrument delivered pursuant heretoapplied against the Indemnifiable Loss Limit or the Basket, shall be deemed to have been made without the inclusion of limitations or qualifications as to materiality such as the word “material,” if with the inclusion of such limitation or qualification the representation, warranty or covenant was breachedrespectively.

Indemnification of Buyer. Subject Without in any way limiting or diminishing the warranties, representations or agreements herein contained or the rights or remedies available to the provisions of this Article 8Buyer for a breach hereof, Sellers shall, severally in accordance with Section 8.14, Seller hereby agrees to indemnify, defend, save defend and keep hold harmless Buyer and its respective Affiliates (including each Acquired Company), their respective members, managers, officers, directorsdesignees, successors and assigns (collectivelyfrom and against all losses, the “Buyer Indemnitees”)judgments, harmless against and from all liability, demandsliabilities, claims, actions damages or causes of action, assessments, losses, fines, penalties, costs, damages, deficiencies, and expenses, expenses (including without limitation, reasonable attorneys’ ' fees) of every kind, court costs nature and other feesdescription in existence before, disbursements and expenseson or after Closing, whether payable in cashknown or unknown, property absolute or otherwise (collectivelycontingent, “Damages”) sustained joint or incurred by any of the Buyer Indemnitees to the extent they are a result of, arise out of or are by virtue of: (i) any breach of, or inaccuracy in, any representation or warranty, of the Acquired Companies or Sellers, set forth in this Agreement or any exhibit or schedule hereto, or any written statement or certificate furnished or to be furnished to Buyer pursuant hereto or in any closing document delivered by the Acquired Companies or Sellers to Buyer in connection herewith other than the Ancillary Agreements which shall stand on their own, (ii) any breach or non-fulfillment of any covenant on the part of the Acquired Companies or Sellers, set forth in this Agreement or any exhibit or schedule hereto, or any written statement or certificate furnished or to be furnished to Buyer pursuant hereto or in any closing document delivered by the Acquired Companies or Seller to Buyer in connection herewith other than the Ancillary Agreements which shall stand on their own;, (iii) any Environmental Actions relating toseveral, arising out of or resulting from relating to: (ai) any claim made or asserted against Buyer or any of the Property by a creditor of Seller, including any claims based on or alleging a violation of any bulk sales act or other similar laws; (ii) the Environmental Conditions breach of any Acquired Company Facility owned currently representation, warranty, covenant or agreement of Seller contained in this Contract; (iii) any liability or obligation of Seller not expressly assumed by Buyer pursuant to this Contract; (iv) any claim made or asserted by Manager or any employee of Seller or Manager arising out of Seller's decision to sell the past in whole Property and/or the termination of any of the Existing Management Agreements and/or any employment agreements; (v) the conduct and operation by Seller of the Hotels or in part the ownership, use or operation of the Property prior to Closing; (vi) losses arising with respect to the employee benefit liabilities and obligations retained, and agreements made, by Seller pursuant to this Contract; and (vii) losses arising out of the funding, operation, administration, amendment or termination by Seller, or the withdrawal or partial withdrawal of Seller from, any Sellers employee plan or Acquired Company arrangement maintained or contributed to by Seller whether arising out of or resulting from conditions that were in existence as ofrelating to an event or state of facts occurring or existing before, or operations or activities that occurred prior to, the Closing Date, (b) any Environmental Conditions known to Sellers or Acquired Companies at the time of the Closing for any Acquired Company Facility which is or was leased by an Acquired Company from an independent third party, or (c) any act or omission of any Acquired Company on or prior to the after Closing Date; or Date (iv) any matter set forth on Schedule 8.2. Such obligations apply regardless of the presence of a Third-Party Claim. For purposes of determining the amount of Damages for which indemnification is provided hereunder (including, but not for limited to losses arising under ERISA or the purpose of determining whether a breach of a representation, warranty or covenant has occurredInternal Revenue Code), each of the representations, warranties and covenants made by any Party in this Agreement, or in any certificate or other instrument delivered pursuant hereto, shall be deemed to have been made without the inclusion of limitations or qualifications as to materiality such as the word “material,” if with the inclusion of such limitation or qualification the representation, warranty or covenant was breached.