Common use of Indemnification of Purchaser Clause in Contracts

Indemnification of Purchaser. Seller hereby agrees to indemnify, defend and hold harmless Purchaser and any other holder of record title to the Property pursuant to Paragraph 21, their officers, directors, general partners, agents and employees and their respective heirs, executors, administrators, successors and assigns, from and against any and all liability arising out of the ownership or operation of the Property prior to Closing, including, but not limited to, any and all claims, liabilities, damages, penalties and losses, costs or expenses (including court costs and reasonable attorney's fees) incurred, resulting from or in any way arising out of any act or omission of Seller, its agents and employees, in respect of the operation of the Property prior to Closing, any injury to persons or damage to property happening or occurring in, on or about the Property. Seller further agrees, upon notice and request from Purchaser, to contest any such demand, claim, suit or action against which Seller has hereinabove agreed to indemnify and hold Purchaser harmless, and to defend any action that may be brought in connection with any such demand, claim, suit or action or with respect to which Seller has hereinabove agreed to indemnify and hold Purchaser harmless and to bear all costs and expenses of such contest and defense, provided, however, that Seller shall have no obligation hereunder to indemnify or hold Purchaser harmless from and against any claim, liability, damage, penalty or loss, cost or expense incurred by Purchaser incident to, resulting from or in any way arising out of any act or omission of Purchaser, its agent or employees, it being understood and agreed, however, that the employees engaged in the operation of the Property prior to Closing are and shall be construed to be, for purposes of this provision, the employees of Seller and the acts and omissions of said employees shall in no way be attributable to Purchaser for the purposes of this provision.

Indemnification of Purchaser. Seller hereby agrees to indemnify, defend The Company will indemnify and hold harmless Purchaser and any other holder of record title Purchaser’s Affiliates to whom the Property pursuant to Paragraph 21Shares are transferred (collectively, their officers, directors, general partners, agents and employees and their respective heirs, executors, administrators, successors and assigns, “Purchaser Indemnitees”) harmless from and against any and all liability arising out of the ownership or operation of the Property prior to Closing, including, but not limited to, any and all claimslosses, liabilities, obligations, claims, contingencies, damages, penalties costs and lossesexpenses, costs or expenses (including all judgments, amounts paid in settlements, court costs and reasonable attorney's feesattorneys’ fees and costs of investigation that any Purchaser Indemnitee may suffer or incur as a result of or relating to (a) incurredany breach of any of the representations, resulting from warranties, covenants or agreements made by the Company in this Agreement or in the other Transaction Documents or (b) any way arising out claim or action instituted against any Purchaser Indemnitee in any capacity, or any of its Affiliates, by any act stockholder of the Company, with respect to any of the transactions contemplated by the Transaction Documents. If any claim is made or omission of Seller, its agents and employees, any action is brought against any Purchaser Indemnitee in respect of which indemnity may be sought pursuant to this Agreement, such Purchaser Indemnitee shall promptly notify the operation Company in writing, and the Company shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to Purchaser Indemnitee. Purchaser shall have the Property prior right to Closing, any injury to persons or damage to property happening or occurring in, on or about the Property. Seller further agrees, upon notice and request from Purchaser, to contest employ separate counsel in any such demand, claim, suit claim or action against which Seller has hereinabove agreed to indemnify and hold Purchaser harmlessparticipate in the defense thereof, and to defend any action that may be brought in connection with any such demand, claim, suit or action or with respect to which Seller has hereinabove agreed to indemnify and hold Purchaser harmless and to bear all costs but the fees and expenses of such contest counsel shall be at the expense of the Purchaser Indemnitee except to the extent that (i) the employment thereof has been specifically authorized by the Company in writing, (ii) the Company has failed after a reasonable period of time to assume such defense and defenseto employ counsel or (iii) in such action there is, providedin the reasonable opinion of the Company’s counsel, howevera material conflict on any material issue between the position of the Company and the position of the Purchaser Indemnitee, in which case the Company shall be responsible for the reasonable fees and expenses of such separate counsel. The Company will not be liable to any Purchaser Indemnitee under this Agreement to the extent, but only to the extent, that Seller shall have no obligation hereunder to indemnify or hold Purchaser harmless from and against any a loss, claim, liabilitydamage or liability is attributable to Purchaser’s breach of any of the representations, damagewarranties, penalty covenants or loss, cost or expense incurred agreements made by Purchaser incident to, resulting from in this Agreement or in any way arising out of any act or omission of Purchaser, its agent or employees, it being understood and agreed, however, that the employees engaged in the operation of the Property prior to Closing are and other Transaction Documents. The indemnity agreements contained herein shall be construed in addition to be, for purposes any cause of this provision, action or similar right of Purchaser against the employees of Seller Company or others and any liabilities the acts and omissions of said employees shall in no way Company may be attributable subject to Purchaser for the purposes of this provisionpursuant to law or equity.

Indemnification of Purchaser. Seller hereby agrees to indemnify, defend The Company will indemnify and hold harmless Purchaser and its directors, officers, shareholders, members, partners, employees and agents (and any other holder Persons (as defined below) with a functionally equivalent role of record a Person holding such titles notwithstanding a lack of such title to or any other title), each Person who controls such Purchaser (within the Property pursuant to Paragraph 21meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), their and the directors, officers, directorsshareholders, general partnersagents, agents members, partners or employees (and employees and their respective heirsany other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling person (each, executors, administrators, successors and assigns, an “Indemnified Person”) harmless from and against any and all liability arising out of the ownership or operation of the Property prior to Closing, including, but not limited to, any and all claimslosses, liabilities, obligations, claims, contingencies, damages, penalties costs and lossesexpenses, costs or expenses (including all judgments, amounts paid in settlements, court costs and reasonable attorney's feesattorneys’ fees and costs of investigation that any such Indemnified Person may suffer or incur as a result of (i) incurredany breach, resulting from or alleged breach, of any of the representations, warranties, covenants or agreements made by the Company in this Subscription Agreement, the Other Subscription Agreements or in any way arising out related transaction document or (ii) any action instituted against an Indemnified Person in any capacity, or any of them or their respective affiliates, by any act or omission of Seller, its agents and employees, in respect shareholder of the operation Company who is not an affiliate of such Indemnified Person, with respect to any of the Property prior transactions contemplated by this Subscription Agreement. The Company will not be liable to Closingany Indemnified Person under this Subscription Agreement to the extent, any injury but only to persons or damage to property happening or occurring in, on or about the Property. Seller further agrees, upon notice and request from Purchaser, to contest any such demandextent that a loss, claim, suit damage or action against which Seller has hereinabove agreed liability is attributable to indemnify and hold Purchaser harmlessany Indemnified Person’s breach of any of the representations, and to defend any action that may be brought warranties, covenants or agreements made by such Indemnified Person in connection with any such demand, claim, suit or action or with respect to which Seller has hereinabove agreed to indemnify and hold Purchaser harmless and to bear all costs and expenses of such contest and defense, provided, however, that Seller shall have no obligation hereunder to indemnify or hold Purchaser harmless from and against any claim, liability, damage, penalty or loss, cost or expense incurred by Purchaser incident to, resulting from this Subscription Agreement or in any way arising out of any act related transaction documents or omission of Purchaser, its agent or employees, it being understood and agreed, however, that the employees engaged in the operation of the Property prior to Closing are and shall be construed to be, for purposes of this provision, the employees of Seller and the acts and omissions of said employees shall in no way be attributable to Purchaser for the gross negligence or willful misconduct on the part of such Indemnified Person. For the purposes of this provisionSubscription Agreement, the term “Person” means an individual, corporation, partnership, limited liability company, trust, business trust, association, joint stock company, joint venture, sole proprietorship, unincorporated organization or governmental authority.

Indemnification of Purchaser. (a) The Seller hereby agrees to shall, after the Closing Date, indemnify, defend and hold harmless Purchaser Purchaser, the Latisys Companies and any other holder of record title to the Property pursuant to Paragraph 21, their Latisys Companies’ officers, directors, general partners, agents and employees representatives, and their respective heirs, executors, administrators, successors each Affiliate of Purchaser or the Latisys Companies (each hereinafter referred to individually as a “Purchaser Indemnified Person” and assignscollectively as “Purchaser Indemnified Persons”), from and against any and all liability arising out of the ownership or operation of the Property prior to Closing, including, but not limited toagainst, any and all claims, liabilitiesdemands, suits, actions, causes of action, losses, costs, damages, penalties liabilities and lossesout-of-pocket expenses suffered, costs incurred or expenses paid, including reasonable attorneys’ fees, but specifically excluding punitive and exemplary damages except to the extent that punitive or exemplary damages are included and awarded in a Third-Party Claim (including court costs and reasonable attorney's fees) incurredhereinafter collectively referred to as “Damages”), arising out of or resulting from an inaccuracy in, breach of, default in, or failure to perform, any of the representations, warranties or covenants given or made by the Companies or Seller in this Agreement or in any way arising out of Company Document or Seller Document (giving effect to any act “materiality”, “material” or omission of Seller, its agents and employees, in respect of the operation of the Property prior to Closing, any injury to persons or damage to property happening or occurring in, on or about the Property. Seller further agrees, upon notice and request from Purchaser, to contest any such demand, claim, suit or action against which Seller has hereinabove agreed to indemnify and hold Purchaser harmless, and to defend any action that may be brought in connection with any such demand, claim, suit or action or with respect to which Seller has hereinabove agreed to indemnify and hold Purchaser harmless and to bear all costs and expenses of such contest and defense, provided, however, that Seller shall have no obligation hereunder to indemnify or hold Purchaser harmless from and against any claim, liability, damage, penalty or loss, cost or expense incurred by Purchaser incident to, resulting from or in any way arising out of any act or omission of Purchaser, its agent or employees, it being understood and agreed, however, that the employees engaged in the operation of the Property prior to Closing are and shall be construed to be, “Material Adverse Effect” qualifier set forth therein for purposes of this provision, the employees of Seller and the acts and omissions of said employees shall in no way be attributable to Purchaser determining whether a breach has occurred but not for the purposes of determining the amount of Damages) (collectively, “Company Breaches”). No Purchaser Indemnified Person will be entitled to be indemnified pursuant to this provisionSection 10.1 for any liability or Company Indebtedness to the extent such liability or Company Indebtedness is reflected in the Company Indebtedness, Company Transaction Expenses or Closing Working Capital and used to determine the Adjusted Purchase Price.

Indemnification of Purchaser. Seller hereby agrees SCPPA undertakes and agrees, to indemnifythe extent permitted by law, defend to indemnify and hold harmless Purchaser and any other holder of record title to the Property pursuant to Paragraph 21Purchaser, their its board, officers, directorsagents, general partnersattorneys, agents advisors, employees, and the employees and their respective heirsof the governmental entity of which the agent is a part, executorspast, administratorspresent or future (collectively, successors and assigns“Purchaser Indemnitees”), from and against any and all liability arising out of the ownership or operation of the Property prior to Closingclaims, including, but not limited to, any and all claimsdemands, liabilities, damagesobligations, penalties and losses, costs damages (whether direct, indirect or consequential), penalties, actions, loss of profits, judgments, orders, suits, costs, expenses (including court costs attorneys’ fees and reasonable attorney's feesexpenses) incurred, resulting from or in any way arising out disbursements of any act kind or omission nature whatsoever in law, equity or otherwise (including, without limitation, death, bodily injury or personal injury to any person or damage or destruction to any property of SellerPurchaser, its SCPPA or third persons) (collectively, “Losses”) which may be imposed on, incurred by or asserted against Purchaser arising by manner of any breach of this Agreement by SCPPA, or the negligent acts, errors, omissions or willful misconduct incident to the performance of this Agreement on the part of SCPPA or any of SCPPA’s directors, board members, officers, employees, agents and employeesadvisors, in respect of the operation of the Property prior to Closingpast, any injury to persons present or damage to property happening or occurring infuture. At Purchaser’s option, on or about the Property. Seller further agrees, upon notice and request from Purchaser, to contest any such demand, claim, suit or action against which Seller has hereinabove agreed to indemnify and hold SCPPA shall defend Purchaser harmless, and to defend any action that may be brought in connection with any such demand, claim, suit or action or with respect to which Seller has hereinabove agreed to indemnify and hold Purchaser harmless and to bear all costs and expenses of such contest and defense, provided, however, that Seller shall have no obligation hereunder to indemnify or hold Purchaser harmless Indemnitees from and against any claimand all Losses. If SCPPA, liabilityin response to Purchaser’s request, damagedefends any Purchaser Indemnitee, penalty Purchaser shall approve the selection of counsel, and Purchaser shall further approve any settlement or lossdisposition, cost or expense incurred by Purchaser incident to, resulting from such approval not to be unreasonably withheld. Nothing in this Section 13.7 or in any way arising out of any act or omission of Purchaser, its agent or employees, it being understood and agreed, however, that the employees engaged in the operation of the Property prior to Closing are and shall be construed to be, for purposes other provision of this provision, the employees of Seller and the acts and omissions of said employees Agreement shall affect Purchaser’s obligation to make any payment in no way be attributable to Purchaser for the purposes accordance with Section 8.1 of this provisionAgreement or to pay any other amounts or costs required to be paid by it under this Agreement.

Indemnification of Purchaser. Seller hereby agrees to indemnify, defend and hold harmless Purchaser and any other holder of record title Subject to the Property pursuant to Paragraph 21, their officers, directors, general partners, agents terms and employees conditions of this Article XII and their respective heirs, executors, administrators, successors and assigns, from and against any and all liability arising out of after the ownership or operation of Closing Date, the Property prior to Closing, including, but not limited to, any and all claims, liabilities, damages, penalties and losses, costs or expenses Majority Shareholder (including court costs and reasonable attorney's fees) incurred, resulting from or in any way arising out of any act or omission of Seller, its agents and employees, in respect of the operation of the Property prior to Closing, any injury to persons or damage to property happening or occurring in, on or about the Property. Seller further agrees, upon notice and request from Purchaser, to contest any such demand, claim, suit or action against which Seller has hereinabove agreed “Indemnifying Party”)agrees to indemnify and hold harmless the Purchaser harmless(the “Indemnified Party”), against and in respect of any and all out-of-pocket loss, cost, payment, demand, penalty, forfeiture, expense, liability, judgment, deficiency or damage, and to defend any action that may be brought diminution in value or claim (including actual costs of investigation and attorneys’ fees and other costs and expenses) (all of the foregoing collectively, “Losses”) incurred or sustained by the Indemnified Party as a result of or in connection with any such demandbreach or inaccuracy of any of the representations or warranties of the Company contained in Article IV herein. Notwithstanding the foregoing, claim, suit or action or with respect to which Seller has hereinabove agreed to indemnify and hold Purchaser harmless and to bear all costs and expenses of such contest and defense, provided, however, that Seller the Indemnified Party shall have no obligation hereunder to indemnify or hold Purchaser harmless from and against not assert any claim, liabilityand shall not be entitled to indemnification, damageunless and until the aggregate amount of all Losses indemnifiable hereunder exceeds $1,000,000 (the “Threshold”), penalty or lossin which event the Indemnifying Party shall be responsible for the aggregate amount of Losses from the first dollar, cost or expense and any liability incurred by Purchaser incident to, resulting pursuant to the terms of this Article XII shall be paid exclusively from or the Escrow Shares valued at the then market value per share and in any way arising out of any act or omission of Purchaser, its agent or employees, it being understood and agreed, however, that accordance with the employees engaged in the operation terms of the Property prior to Closing are and shall be construed to be, for Escrow Agreement. For purposes of this provisionArticle XII, “then market value” of the Escrow Shares shall mean (i) in the event that Purchaser has made public disclosure of the facts or circumstances or Third-Party Claims which may provide the basis for indemnification for Losses under this Article XII, the employees average closing price of Seller and the acts and omissions of said employees shall in no way be attributable to Purchaser Ordinary Shares on the principal trading market or exchange for the purposes 10 trading days following the initial trading day after any such disclosure or (ii) in the event that Purchaser has not made public disclosure of any facts or circumstances or Third-Party Claims which may provide the basis for indemnification for Losses under this provision.Article XII, then $10.00 per Purchaser Ordinary Share

Indemnification of Purchaser. Seller hereby agrees to indemnifyIn consideration of Purchaser’s execution and delivery of this Agreement and acquiring the Shares thereunder from Sellers, defend each Seller, severally and not jointly, shall defend, protect, indemnify and hold harmless Purchaser and any other holder all of record title to the Property pursuant to Paragraph 21its shareholders, their officers, directors, general partners, agents and employees and their respective heirsdirect or indirect investors and any of the foregoing persons’ agents or other representatives (including, executorswithout limitation, administratorsthose retained in connection with the transactions contemplated by this Agreement) (collectively, successors and assigns, the “Purchaser Indemnitees”) from and against any and all liability actions, causes of action, suits, claims, losses, costs, penalties, fees, liabilities and damages, and expenses in connection therewith (irrespective of whether any such Seller Indemnitee is a party to the action for which indemnification hereunder is sought), and including reasonable attorneys’ fees and disbursements (the “Purchaser Indemnified Liabilities”), incurred by any Purchaser Indemnitee as a result of, or arising out of, or relating to (i) any misrepresentation or breach of any representation or warranty made by such Seller in this Agreement, or (ii) any breach by such Seller of any covenant, agreement or obligation of such Seller contained in this Agreement. To the extent that the foregoing undertaking by such Seller may be unenforceable for any reason, Sellers shall make the maximum contribution to the payment and satisfaction of each of the ownership Purchaser Indemnified Liabilities that is permissible under applicable law. Notwithstanding the forgoing, the liability of each Seller under this Section 8 for indemnification or operation of the Property prior to Closing, including, but not limited to, any and all claims, liabilities, damages, penalties and losses, costs or expenses (including court costs and reasonable attorney's fees) incurred, resulting from or in any way arising out of any act or omission of Seller, its agents and employees, in respect of the operation of the Property prior to Closing, any injury to persons or damage to property happening or occurring in, on or about the Property. Seller further agrees, upon notice and request from Purchaser, to contest any such demand, claim, suit or action against which Seller has hereinabove agreed to indemnify and hold Purchaser harmless, and to defend any action that may be brought in connection with any such demand, claim, suit or action or contribution with respect to Purchaser Indemnified Liabilities shall be limited to an amount equal to the net proceeds received by such Seller from the sale of the Shares sold by such Seller in transactions made pursuant to this Agreement during the twelve (12) month period ending on the date on which Purchaser makes a claim for indemnification for such Purchaser Indemnified Liabilities; provided, that such twelve (12) month limitation shall not apply to Purchaser Indemnified Liabilities resulting from, arising out of, or relating to any breach by any Seller has hereinabove agreed of the representations and warranties set forth in Sections 5.1 or 5.4. Indemnification and/or contribution of Purchaser pursuant to indemnify and hold this Section 8.1 shall be the exclusive remedy of Purchaser harmless and to bear all costs and expenses for money damages as a result, or arising out of, or relating to, (i) any misrepresentation or breach of any representation or warranty made by such Seller in this Agreement or (ii) any breach by Sellers of any covenant, agreement or obligation of such contest and defense, provided, however, that Seller shall have no obligation hereunder to indemnify or hold Purchaser harmless from and against any claim, liability, damage, penalty or loss, cost or expense incurred by Purchaser incident to, resulting from or contained in any way arising out of any act or omission of Purchaser, its agent or employees, it being understood and agreed, however, that the employees engaged in the operation of the Property prior to Closing are and shall be construed to be, for purposes of this provision, the employees of Seller and the acts and omissions of said employees shall in no way be attributable to Purchaser for the purposes of this provisionAgreement.

Indemnification of Purchaser. Seller hereby agrees to shall indemnify, defend and hold harmless Purchaser and any other holder of record title to the Property pursuant to Paragraph 21, its Affiliates and their respective officers, directors, general partnersemployees, and agents and employees and their respective heirs(collectively, executors, administrators, successors and assigns, the "Purchaser's Indemnified Parties") from and against any and all liability arising out losses, damages, costs, expenses, fines, penalties, settlement payments and expenses, liabilities, obligations and claims of the ownership or operation of the Property prior to Closingany kind, including, but not limited without limitation, reasonable attorney's fees and other reasonable legal and professional costs and expenses (hereinafter referred to collectively as "Losses"), that any of the Purchaser's Indemnified Parties may at any time suffer or incur, or become subject to, as a result of or in connection with the following: (i) any breach or inaccuracy of any of the representations and warranties made by the Seller or Ultimate in or pursuant to this Agreement, and (ii) any failure of the Seller or Ultimate to carry out, perform, satisfy and discharge any of its covenants, agreements, undertakings, liabilities or obligations under this Agreement or under any of the documents and instruments delivered by the Seller or Ultimate pursuant to this Agreement. In addition, Seller shall indemnify, defend and hold harmless Purchaser's Indemnified Parties from and against any and all claimsLosses that any of the Purchaser's Indemnified Parties might at any time suffer or incur in connection with, liabilities, damages, penalties and losses, costs or expenses (including court costs and reasonable attorney's fees) incurredarising out of, resulting from or relating to (i) any fact inconsistent with, or any untruth or inaccuracy of, any representation or warranty of or by the Seller contained in Section 3.18; (ii) all Taxes with respect to all Pre-Closing Periods; (iii) all Taxes with respect to any way Tax period beginning before the Closing Date and ending after the Closing Date (including the Federal Tax Period commencing January 1, 1999 and ending after the Closing Date), but only with respect to the Pre-Closing Period and excluding Taxes attributable to the Election (the Seller is not indemnifying and shall not be required to indemnify the Purchaser for Taxes with respect to any Post-Closing Period); and (iv) any Tax liability not directly imposed on Ultimate but arising out of Ultimate's relationship with the Seller or any act Seller Affiliate, including without limitation, Taxes imposed: (x) under Treasury Reg. ss.1.1502-6 (or omission any similar provision of Sellerstate, its agents and employeeslocal or foreign law), in respect of the operation of the Property prior to Closing(y) as a transferee or successor, any injury to persons or damage to property happening or occurring in, on or about the Property. Seller further agrees, upon notice and request from Purchaser, to contest any such demand, claim, suit or action against which Seller has hereinabove agreed to indemnify and hold Purchaser harmless, and to defend any action that may be brought in connection with any such demand, claim, suit or action or with respect to which Seller has hereinabove agreed to indemnify and hold Purchaser harmless and to bear all costs and expenses of such contest and defense, provided, however, that Seller shall have no obligation hereunder to indemnify or hold Purchaser harmless from and against any claim, liability, damage, penalty or loss, cost or expense incurred (z) by Purchaser incident to, resulting from or in any way arising out of any act or omission of Purchaser, its agent or employees, it being understood and agreed, however, that the employees engaged in the operation of the Property prior to Closing are and shall be construed to be, for purposes of this provision, the employees of Seller and the acts and omissions of said employees shall in no way be attributable to Purchaser for the purposes of this provisioncontract.

Indemnification of Purchaser. Effective as of the Closing Date and notwithstanding any investigation of the assets, properties, books, records and business of the Company made by or an behalf of Purchaser prior to the Closing, Seller hereby agrees to indemnify, defend and hold harmless indemnifies Purchaser and any other holder of record title to the Property pursuant to Paragraph 21, their officers, directors, general partners, agents and employees and their respective heirs, executors, administrators, successors and assigns, from and against any and all liability arising out of the ownership or operation of the Property prior to Closing, including, but not limited to, any and all claims, liabilities, damages, penalties and losses, costs or expenses (including court costs and reasonable attorney's fees) incurred, resulting from or in any way arising out of any act or omission of Seller, its agents and employees, in respect of the operation of the Property prior to Closing, any injury to persons or damage to property happening or occurring in, on or about the Property. Seller further agrees, upon notice and request from Purchaser, to contest any such demand, claim, suit or action against which Seller has hereinabove agreed to indemnify and hold Purchaser harmless, and to defend any action that may be brought in connection with any such demand, claim, suit or action or with respect to which Seller has hereinabove agreed to indemnify and hold Purchaser harmless and to bear all costs and expenses of such contest and defense, provided, however, that Seller shall have no obligation hereunder to indemnify or hold Purchaser harmless from and against any claimall damages, liabilitylosses, damageclaims, penalty liabilities and expenses, including attorneys' fees, caused by or loss, cost or expense incurred by Purchaser incident to, resulting from or in any way arising out of (i) all liabilities of the Company of any act nature, including, without limitation, any claims or demands of a tortuous nature, whether accrued, absolute, contingent, or otherwise known or unknown which arose in whole or in part prior to and including the Closing Date, including, without limitation, any tax liabilities accrued in respect of, or measured by the Company's income up to and including the Closing Date, or arising out of transactions entered into, or any state of facts arising, prior to and including the Closing Date; (ii) all liabilities of, or claims against, the Company or the Property arising out of the conduct of the Company's business prior to and including the Closing Date; (iii) any damage or deficiency resulting from any misrepresentation, breach of warranty, nonfulfillment of any agreement on the part of Seller and/or the Company under this Agreement, or from any misrepresentation in or omission of Purchaser, its agent from any certificate or employees, it being understood and agreed, however, that the employees engaged in the operation other instrument furnished or to be furnished to Purchaser hereunder; (iv) failure of the Property prior representations, warranties and covenants given by Seller in this Agreement to Closing are be true and correct; and (v) all actions, suits, proceedings, demands, assessments, judgments, costs, and expenses incident to any of the foregoing, including the Company's gross negligence or intentional misconduct relating to the License or operations of the racing facility on the Property. Notwithstanding the foregoing and the provisions of Section 11.7, any indemnification relating to environmental issues shall be construed to be, for purposes of this provision, controlled solely by the employees Environmental Agreement. The total aggregate liability of Seller for all claims that may arise under Section 11.3 and under the acts and omissions of said employees shall in no way be attributable to Purchaser for the purposes of this provisionEnvironmental Agreement will not exceed $2,350,000.

Indemnification of Purchaser. Seller hereby agrees SCPPA undertakes and agrees, to indemnifythe extent permitted by law, defend to indemnify and hold harmless Purchaser and any other holder of record title to the Property pursuant to Paragraph 21Purchaser, their its board, officers, directorsagents, general partnersattorneys, agents advisors, employees, and the employees and their respective heirsof the governmental entity of which the Agent is a part, executorspast, administratorspresent or future (collectively, successors and assigns“Purchaser Indemnitees”), from and against any and all liability arising out of the ownership or operation of the Property prior to Closingclaims, including, but not limited to, any and all claimsdemands, liabilities, damagesobligations, penalties and losses, costs damages (whether direct, indirect or consequential), penalties, actions, loss of profits, judgments, orders, suits, costs, expenses (including court costs attorneys’ fees and reasonable attorney's feesexpenses) incurred, resulting from or in any way arising out disbursements of any act kind or omission nature whatsoever in law, equity or otherwise (including, without limitation, death, bodily injury or personal injury to any person or damage or destruction to any property of SellerPurchaser, its SCPPA or third persons) (collectively, “Losses”) which may be imposed on, incurred by or asserted against Purchaser arising by manner of any breach of this Agreement by SCPPA, or the negligent acts, errors, omissions or willful misconduct incident to the performance of this Agreement on the part of SCPPA or any of SCPPA’s directors, board members, officers, employees, agents and employeesadvisors, in respect of the operation of the Property prior to Closingpast, any injury to persons present or damage to property happening or occurring infuture. At Purchaser’s option, on or about the Property. Seller further agrees, upon notice and request from Purchaser, to contest any such demand, claim, suit or action against which Seller has hereinabove agreed to indemnify and hold SCPPA shall defend Purchaser harmless, and to defend any action that may be brought in connection with any such demand, claim, suit or action or with respect to which Seller has hereinabove agreed to indemnify and hold Purchaser harmless and to bear all costs and expenses of such contest and defense, provided, however, that Seller shall have no obligation hereunder to indemnify or hold Purchaser harmless Indemnitees from and against any claimand all Losses. If SCPPA, liabilitywith Purchaser’s consent, damagedefends any Purchaser Indemnitee, penalty Purchaser and the Purchaser’s City Attorney shall approve the selection of counsel, and Purchaser shall further approve any settlement or lossdisposition, cost or expense incurred by Purchaser incident to, resulting from such approval not to be unreasonably withheld. Nothing in this Section 17.7 or in any way arising out of any act or omission of Purchaser, its agent or employees, it being understood and agreed, however, that the employees engaged in the operation of the Property prior to Closing are and shall be construed to be, for purposes other provision of this provision, the employees of Seller and the acts and omissions of said employees Agreement shall affect Purchaser’s obligation to make any payment in no way be attributable to Purchaser for the purposes accordance with Section 8.1 of this provisionAgreement or to pay any other amounts or costs required to be paid by it under this Agreement.

Indemnification of Purchaser. Seller and North American, jointly and severally, hereby agree to indemnify Purchaser against and agrees to indemnify, defend and hold Purchaser harmless Purchaser from all fees, charges, fines, penalties, losses, expenses, (including reasonable attorneys' fees and costs of litigation), claims, demands, liabilities, causes of action and suits of any other holder of record title to the Property pursuant to Paragraph 21nature whatsoever, their officers, directors, general partners, agents and employees and their respective heirs, executors, administrators, successors and assigns, from and against any and all liability arising out of (i) the ownership or operation of the Property Business and the Assets prior to Closingthe Closing Date (other than with respect to the Assumed Liabilities and any other obligation or liability expressly assumed by Purchaser pursuant to this Agreement), including any claims made relating to products sold by Seller prior to the Closing Date, even though the claims or the alleged damages occurred on or after the Closing Date; (ii) any and all activities related to Seller or the ownership or operation of the Business and the Assets prior to the Closing Date; (iii) any debts, obligations or liabilities of the Seller (including, but not limited toto any state sales tax liability) that are not specifically assumed by Purchaser in accordance with the terms hereof; (iv) any breach or default in a representation, any and all claims, liabilities, damages, penalties and losses, costs warranty or expenses (including court costs and reasonable attorney's fees) incurred, resulting from covenant made by Seller herein or in any way certificate or writing furnished pursuant hereto; and (v) any liability or claim arising out of any act a transaction or omission undertaking by Seller in violation of Sellerthis Agreement. Upon notice to Seller of a valid claim by Purchaser pursuant to this Section 17 and the failure of Seller to pay such valid claim within thirty (30) days following such notice, its agents Purchaser shall be permitted to offset such claim against the Promissory Note; however, if it is ultimately determined in a court of competent jurisdiction that Purchaser's claim was not valid, Seller shall be entitled to interest on the offset portion and employees, in respect payment by Purchaser of the operation of the Property prior to Closing, any injury to persons or damage to property happening or occurring in, on or about the Property. attorney's fees incurred by Seller further agrees, upon notice and request from Purchaser, to contest any such demand, claim, suit or action against which Seller has hereinabove agreed to indemnify and hold Purchaser harmless, and to defend any action that may be brought in connection with any such demand, claim, suit or action or with respect to which Seller has hereinabove agreed to indemnify and hold Purchaser harmless and to bear all costs and expenses of such contest and defense, provided, however, that Seller shall have no obligation hereunder to indemnify or hold Purchaser harmless from and against any claim, liability, damage, penalty or loss, cost or expense incurred by Purchaser incident to, resulting from or in any way litigation arising out of any act or omission of Purchaser, its agent or employees, it being understood and agreed, however, that the employees engaged in the operation of the Property prior to Closing are and shall be construed to be, for purposes of this provision, the employees of Seller and the acts and omissions of said employees shall in no way be attributable to Purchaser for the purposes of this provisionsuch offset.

Indemnification of Purchaser. Seller hereby agrees (a) Sellers agree that, after the Closing, subject to the limitations set forth in this Article VIII, Sellers shall indemnify, defend and hold harmless Purchaser and any other holder of record title to the Property pursuant to Paragraph 21, their its officers, directors, general partners, agents and employees representatives (each hereinafter referred to individually as a “Seller-Indemnified Person” and their respective heirs, executors, administrators, successors and assignscollectively as “Seller-Indemnified Persons”), from and against any and all liability arising out of the ownership or operation of the Property prior to Closing, including, but not limited to, any and all claims, liabilitiesdemands, suits, actions, causes of actions, losses, costs, damages, penalties liabilities and lossesout-of-pocket expenses incurred or paid, including reasonable attorneys’ fees, costs of investigation or expenses settlement, other professionals’ and experts’ fees, and court or arbitration costs but specifically excluding (including court costs except to the extent the same may be awarded to a third party in a Third-Party Claim) consequential damages, lost profits, indirect damages, punitive damages and reasonable attorney's feesexemplary damages (collectively referred to as “Damages”), to have arisen out of or to have resulted from, in connection with, or by virtue of (i) incurredfacts or circumstances that constitute an inaccuracy, resulting from misrepresentation, breach of, default in, or failure to perform, any of the representations, warranties or covenants given or made by Sellers in this Agreement or in the certificate delivered pursuant to Section 7.2(c)(i) (collectively, the “Limited-Indemnity Items”), (ii) the High Point Litigation, (iii) Closing Indebtedness, (iv) the leases retained by Sellers pursuant to Section 1.7, or (v) any way arising out of any act action, suit, investigation, or omission of Seller, its agents and employees, in respect of the operation of the Property prior to Closing, any injury to persons or damage to property happening or occurring in, proceeding disclosed on or about the Property. Seller further agrees, upon notice and request from Purchaser, to contest any such demand, claim, suit or action against which Seller has hereinabove agreed to indemnify and hold Purchaser harmless, and to defend any action that may be brought in connection with any such demand, claim, suit or action or Schedule 3.5 with respect to which the defense is not being provided or paid for by the insurer (collectively with the Limited-Indemnity Items, the High Point Litigation, Closing Indebtedness and the retained leases, the “Seller has hereinabove agreed Indemnified Items”). For the avoidance of doubt, no Seller-Indemnified Person shall be entitled to indemnify and hold Purchaser harmless and be indemnified pursuant to bear all costs and expenses of this Section 8.1 for any liability to the extent such contest and defense, provided, however, that Seller shall have no obligation hereunder to indemnify or hold Purchaser harmless from and against any claim, liability, damage, penalty or loss, cost or expense incurred by Purchaser incident to, resulting from or in any way arising out of any act or omission of Purchaser, its agent or employees, it being understood and agreed, however, that the employees engaged liability is actually reflected in the operation of Closing Working Capital used to determine the Property prior to Closing are and shall be construed to be, for purposes of this provision, the employees of Seller and the acts and omissions of said employees shall in no way be attributable to Purchaser for the purposes of this provisionFinal Purchase Price.

Indemnification of Purchaser. Seller hereby agrees to indemnify, defend and hold harmless the Purchaser and any other holder of record title to the Property pursuant to Paragraph 21, their officers, directors, general partners, agents and employees and their respective heirs, executors, administrators, successors and assigns, from and against any and all indebtedness or other liability arising out of the ownership or operation of the Property prior to Closing, including, but not limited to, any and all claims, liabilities, damages, penalties and losses, costs or expenses (including court costs and reasonable attorney's fees) incurred, resulting from or in any way arising out of any act or omission of Seller, its agents and employees, in respect of the construction or operation of the Property prior to Closing, any injury to persons or damage to property happening or occurring in, on or about the Property. Seller further agrees, upon notice and request from Purchaser, to contest any such demand, claim, suit or action against which Seller has hereinabove agreed to indemnify and hold Purchaser harmless, and to defend any action that may be brought in connection with any such demand, claim, suit or action or with respect to which Seller has hereinabove agreed to indemnify and hold Purchaser harmless and to bear all costs and expenses of such contest and defense, provided, however, that Seller shall have no obligation hereunder to indemnify or hold Purchaser harmless from and against any claim, liability, damage, penalty or loss, cost or expense incurred by Purchaser incident to, resulting from or in any way arising out of any act or omission of Purchaser, its agent or employees, it being understood and agreed, however, that the employees of Seller engaged in the operation of the Property prior to Closing are and shall be construed to be, for purposes of this provision, the employees of Seller and the acts and omissions of said employees shall in no way be attributable to Purchaser for the purposes of this provision.

Indemnification of Purchaser. Seller hereby agrees to indemnify, defend and hold harmless the Purchaser and any other holder of record title to the Property pursuant to Paragraph 21, their officers, directors, general partners, agents and employees and their respective heirs, executors, administrators, successors and assigns, from and against any and all indebtedness or other liability arising out of the ownership or operation of the Property which accrue prior to Final Closing, including, but not limited to, any and all claims, liabilities, damages, penalties and losses, costs or expenses (including court costs and reasonable attorney's fees) incurred, resulting from or in any way arising out of any act or omission of Seller, its agents and employees, in respect of the construction or operation of the Property prior to Closing, (including Punch list Items and construction costs) and any injury to persons or damage to property happening or occurring in, on or about the PropertyProperty prior to Final Closing. Seller further agrees, upon notice and request from Purchaser, to contest any such demand, claim, suit or action against which Seller has hereinabove agreed to indemnify indemnify, defend and hold Purchaser harmless, and to defend any action that may be brought in connection with any such demand, claim, suit or action or with respect to which Seller has hereinabove agreed to indemnify and hold Purchaser harmless and to bear all costs and expenses of such contest and defense, provided, however, that Seller shall have no obligation hereunder to indemnify or hold Purchaser harmless from and against any claim, liability, damage, penalty or loss, cost or expense incurred by Purchaser incident to, resulting from or in any way arising out of any act or omission of Purchaser, its agent or employees, it being understood and agreed, however, that the employees engaged in the operation of the Property prior to Final Closing are and shall be construed to be, for purposes of this provision, the employees of Seller and the acts and omissions of said employees occurring prior to Final Closing shall in no way be attributable to Purchaser for the purposes of this provision.

Indemnification of Purchaser. Seller hereby agrees SCPPA undertakes and agrees, to indemnifythe extent permitted by law, defend to indemnify and hold harmless Purchaser and any other holder of record title to the Property pursuant to Paragraph 21Purchaser, their its board, officers, directorsagents, general partnersattorneys, agents advisors, employees, and the employees and their respective heirsof the governmental entity of which the agent is a part, executorspast, administratorspresent or future (collectively, successors and assigns“Purchaser 3606960S.2 30 Indemnitees”), from and against any and all liability claims, demands, liabilities, obligations, losses, damages (whether direct, indirect or consequential), penalties, actions, loss of profits, judgments, orders, suits, costs, expenses (including attorneys’ fees and expenses) or disbursements of any kind or nature whatsoever in law, equity or otherwise (including, without limitation, death, bodily injury or personal injury to any person or damage or destruction to any property of Purchaser, SCPPA or third persons) (collectively, “Losses”) which may be imposed on, incurred by or asserted against Purchaser arising out by manner of any breach of this Agreement by SCPPA, or the negligent acts, errors, omissions or willful misconduct incident to the performance of this Agreement on the part of SCPPA or any of SCPPA’s directors, board members, officers, employees, agents and advisors, past, present or future. At Purchaser’s option, SCPPA shall defend Purchaser Indemnitees from and against any and all Losses. If SCPPA, in response to Purchaser’s request, defends any Purchaser Indemnitee, Purchaser shall approve the selection of counsel, and Purchaser shall further approve any settlement or disposition, such approval not to be unreasonably withheld. Nothing in this Section 13.7 or in any other provision of this Agreement shall affect Purchaser’s obligation to make any payment in accordance with Section 8.1 of this Agreement or to pay any other amounts or costs required to be paid by it under this Agreement. . 13.8 Indemnification of Project Manager. The Parties acknowledge that SCPPA is obligated to indemnify any Project Manager (when acting within its capacity as the Project Manager), including as provided under Section 16.1 of the ownership or operation Agency ■ Agreement to indemnify and hold harmless LADWP, as Project Manager, its board, officers, agents, attorneys, advisors, employees, and the employees of the Property prior to Closinggovernmental entity of which the agent is a part, includingpast, but not limited topresent or future, when acting for LADWP as Project Manager (collectively, the “Project Manager Indemnitees”) from and against any and all claims, demands, liabilities, damagesobligations, penalties and losses, costs damages (whether direct, indirect or consequential), penalties, actions, loss of profits, judgments, orders, suits, costs, expenses (including court costs attorneys’ fees and reasonable attorney's feesexpenses) incurred, resulting from or in any way arising out disbursements of any act kind or omission nature whatsoever in law, equity or otherwise (including, without limitation, death, bodily injury or personal injury to any person or damage or destruction to any property of SellerLADWP, its agents and employeesSCPPA or third persons) arising by reason of any actions, in respect inactions, errors or omissions incident to the performance of the operation of the Property prior to ClosingAgency Agreement (excluding gross negligence or willful misconduct which, any injury to persons or damage to property happening or occurring in, on or about the Property. Seller further agrees, upon notice and request from Purchaser, to contest any such demand, claim, suit or action against which Seller has hereinabove unless otherwise agreed to indemnify by the Parties, are both to be determined and hold Purchaser harmlessestablished by a court of competent jurisdiction in a final, and to defend any action non-appealable order) on the part of Project Manager Indemnitees, when acting for LADWP as Project Manager. It is further acknowledged by the Parties that may be brought in connection with any such demandall payments, claim, suit or action or with respect to which Seller has hereinabove agreed to indemnify and hold Purchaser harmless and to bear all costs and expenses of SCPPA with respect to compliance with any such contest and defenseindemnification obligations, providedincluding under Section 16 of the Agency Agreement, howevershall be payable as Monthly Costs by Project Participants in accordance with the terms of their respective Power Sales Agreements. At Project Manager’s option, that Seller SCPPA shall have no obligation hereunder to indemnify or hold Purchaser harmless defend Project Manager Indemnitees from and against any claimand all Losses. If SCPPA, liabilitywith Project Manager’s consent, damagedefends any Project Manager Indemnitee, penalty Project Manager and Project Manager’s City Attorney’s Office (or lossother appropriate Project Manager counsel or. authority, cost as appropriate) shall approve the selection of counsel, and Project Manager shall further approve any settlement or expense incurred by Purchaser incident todisposition, resulting from such approval riot to be unreasonably withheld. Notwithstanding any provision of this Agreement which might be construed to the contrary, nothing in this Section 13.8 or in any way arising out other provision of any act this Agreement shall affect LADWP’s obligation as Purchaser under this Power Sales Agreement, or omission of Purchaser, its agent or employees, it being understood and agreed, however, that the employees engaged in the operation obligations of the Property prior other Project Participant under its Power Sales Agreement, to Closing are and shall be construed make any payment or to bepay any cost required of it, for purposes or SCPPA’s obligation to make any payment or to pay any cost required of this provision, it under the employees of Seller and the acts and omissions of said employees shall in no way be attributable to Purchaser for the purposes of this provisionAgency Agreement.

Indemnification of Purchaser. Seller hereby agrees to indemnifyIn consideration of Purchaser's execution and delivery of this Agreement and acquiring the Shares thereunder from Sellers, defend each Seller, severally and not jointly, shall defend, protect, indemnify and hold harmless Purchaser and any other holder all of record title to the Property pursuant to Paragraph 21its shareholders, their officers, directors, general partners, agents and employees and their respective heirsdirect or indirect investors and any of the foregoing persons' agents or other representatives (including, executorswithout limitation, administratorsthose retained in connection with the transactions contemplated by this Agreement) (collectively, successors and assigns, the "PURCHASER INDEMNITEES") from and against any and all liability actions, causes of action, suits, claims, losses, costs, penalties, fees, liabilities and damages, and expenses in connection therewith (irrespective of whether any such Seller Indemnitee is a party to the action for which indemnification hereunder is sought), and including reasonable attorneys' fees and disbursements (the "PURCHASER INDEMNIFIED LIABILITIES"), incurred by any Purchaser Indemnitee as a result of, or arising out of, or relating to (i) any misrepresentation or breach of any representation or warranty made by such Seller in this Agreement, or (ii) any breach by such Seller of any covenant, agreement or obligation of such Seller contained in this Agreement. To the extent that the foregoing undertaking by such Seller may be unenforceable for any reason, Sellers shall make the maximum contribution to the payment and satisfaction of each of the ownership Purchaser Indemnified Liabilities that is permissible under applicable law. Notwithstanding the forgoing, the liability of each Seller under this Section 8 for indemnification or operation of the Property prior to Closing, including, but not limited to, any and all claims, liabilities, damages, penalties and losses, costs or expenses (including court costs and reasonable attorney's fees) incurred, resulting from or in any way arising out of any act or omission of Seller, its agents and employees, in respect of the operation of the Property prior to Closing, any injury to persons or damage to property happening or occurring in, on or about the Property. Seller further agrees, upon notice and request from Purchaser, to contest any such demand, claim, suit or action against which Seller has hereinabove agreed to indemnify and hold Purchaser harmless, and to defend any action that may be brought in connection with any such demand, claim, suit or action or contribution with respect to Purchaser Indemnified Liabilities shall be limited to an amount equal to the net proceeds received by such Seller from the sale of the Shares sold by such Seller in transactions made pursuant to this Agreement during the twelve (12) month period ending on the date on which Purchaser makes a claim for indemnification for such Purchaser Indemnified Liabilities; provided, that such twelve (12) month limitation shall not apply to Purchaser Indemnified Liabilities resulting from, arising out of, or relating to any breach by any Seller has hereinabove agreed of the representations and warranties set forth in Sections 5.1 or 5.4. Indemnification and/or contribution of Purchaser pursuant to indemnify and hold this Section 8.1 shall be the exclusive remedy of Purchaser harmless and to bear all costs and expenses for money damages as a result, or arising out of, or relating to, (i) any misrepresentation or breach of any representation or warranty made by such Seller in this Agreement or (ii) any breach by Sellers of any covenant, agreement or obligation of such contest and defense, provided, however, that Seller shall have no obligation hereunder to indemnify or hold Purchaser harmless from and against any claim, liability, damage, penalty or loss, cost or expense incurred by Purchaser incident to, resulting from or contained in any way arising out of any act or omission of Purchaser, its agent or employees, it being understood and agreed, however, that the employees engaged in the operation of the Property prior to Closing are and shall be construed to be, for purposes of this provision, the employees of Seller and the acts and omissions of said employees shall in no way be attributable to Purchaser for the purposes of this provisionAgreement.

Indemnification of Purchaser. Seller hereby agrees Subject to indemnifythe provisions of this Section 4.3, defend the Company will indemnify and hold harmless the Purchaser and any other holder of record title to the Property pursuant to Paragraph 21its directors, their officers, directorsstockholders, general partners, agents and members, employees and their respective heirsagents (each, executors, administrators, successors and assigns, a “Purchaser Party”) harmless from and against any and all liability arising out of the ownership or operation of the Property prior to Closing, including, but not limited to, any and all claimslosses, liabilities, obligations, claims, contingencies, damages, penalties costs and lossesexpenses, costs or expenses (including all judgments, amounts paid in settlements, court costs and reasonable attorney's feesattorneys’ fees and costs of investigation that any such Purchaser Party may suffer or incur (the “Indemnified Liabilities”) incurredas a result of or relating to (a) any breach of any of the representations, resulting from warranties, covenants or agreements made by the Company in this Agreement or in the other Transaction Documents or (b) any way Action brought or made against such Purchaser Party by a third party (including for these purposes a derivative action brought on behalf of the Company) and arising out of or resulting from (i) the execution, delivery, performance or enforcement of the Transaction Documents or any act other certificate, instrument or omission document contemplated hereby or thereby, (ii) any transaction financed or to be financed in whole or in part, directly or indirectly, with the proceeds of Sellerthe issuance of the Shares, its agents and employees, or (iii) the status of the Purchaser or holder of the Shares as an investor in the Company. The Company shall not be liable to the Purchaser under this provision in respect of any Indemnified Liability if such liability arises out of any misrepresentation by the operation Purchaser in Section 3.2 of this Agreement. To the extent that the foregoing undertaking by the Company may be unenforceable for any reason, the Company shall make the maximum contribution to the payment and satisfaction of each of the Property prior Indemnified Liabilities which is permissible under applicable law. If any action shall be brought against any Purchaser Party in respect of which indemnity may be sought pursuant to Closingthis Agreement, any injury such Purchaser Party shall promptly notify the Company in writing, and the Company shall have the right to persons or damage assume the defense thereof with counsel of its own choosing. Any Purchaser Party shall have the right to property happening or occurring in, on or about the Property. Seller further agrees, upon notice and request from Purchaser, to contest employ separate counsel in any such demandaction and participate in the defense thereof, claim, suit or action against which Seller has hereinabove agreed to indemnify and hold Purchaser harmless, and to defend any action that may be brought in connection with any such demand, claim, suit or action or with respect to which Seller has hereinabove agreed to indemnify and hold Purchaser harmless and to bear all costs but the fees and expenses of such contest counsel shall be at the expense of such Purchaser Party except to the extent that (i) the employment thereof has been specifically authorized by the Company in writing, (ii) the Company has failed after a reasonable period of time to assume such defense and defenseto employ counsel or (iii) in such action there is, provided, however, that Seller shall have no obligation hereunder to indemnify or hold Purchaser harmless from and against any claim, liability, damage, penalty or loss, cost or expense incurred by Purchaser incident to, resulting from or in any way arising out of any act or omission of Purchaser, its agent or employees, it being understood and agreed, however, that the employees engaged in the operation reasonable opinion of such separate counsel, a material conflict on any material issue between the position of the Property prior to Closing are and shall be construed to be, for purposes of this provision, the employees of Seller Company and the acts and omissions position of said employees such Purchaser Party. The Company will not be liable to any Purchaser Party under this Section 4.3 for any settlement by a Purchaser Party effected without the Company’s prior written consent, which consent shall in no way not be attributable to Purchaser for the purposes of this provisionunreasonably withheld or delayed.

Indemnification of Purchaser. Seller hereby agrees SCPPA undertakes and agrees, to indemnifythe extent permitted by law, defend to indemnify and hold harmless Purchaser and any other holder of record title to the Property pursuant to Paragraph 21Purchaser, their its board, officers, directorsagents, general partnersattorneys, agents advisors, employees, and the employees and their respective heirsof the governmental entity of which the agent is a part, executorspast, administratorspresent or future (collectively, successors and assigns“Purchaser Indemnitees”), from and against any and all liability arising out of the ownership or operation of the Property prior to Closingclaims, including, but not limited to, any and all claimsdemands, liabilities, damagesobligations, penalties and losses, costs damages (whether direct, indirect or consequential), penalties, actions, loss of profits, judgments, orders, suits, costs, expenses (including court costs attorneys’ fees and reasonable attorney's feesexpenses) incurred, resulting from or in any way arising out disbursements of any act kind or omission nature whatsoever . in law, equity or otherwise (including, without limitation, death, bodily injury or personal injury to any person or damage or destruction to any property of SellerPurchaser, its SCPPA or third persons) (collectively, “Losses”) which may be imposed on, incurred by or asserted against Purchaser arising by manner of any breach of this Agreement by SCPPA, or the negligent acts, errors, omissions or willful misconduct incident to the performance of this Agreement on the part of SCPPA or any of SCPPA’s directors, board members, officers, employees, agents and employeesadvisors, in respect of the operation of the Property prior to Closingpast, any injury to persons present or damage to property happening or occurring infuture. At Purchaser’s option, on or about the Property. Seller further agrees, upon notice and request from Purchaser, to contest any such demand, claim, suit or action against which Seller has hereinabove agreed to indemnify and hold SCPPA shall defend 27525687.5 Purchaser harmless, and to defend any action that may be brought in connection with any such demand, claim, suit or action or with respect to which Seller has hereinabove agreed to indemnify and hold Purchaser harmless and to bear all costs and expenses of such contest and defense, provided, however, that Seller shall have no obligation hereunder to indemnify or hold Purchaser harmless Indemnitees from and against any claimand all Losses. If SCPPA, liabilityin response to Purchaser’s request, damagedefends any Purchaser Indemnitee, penalty Purchaser shall approve the selection of counsel, and Purchaser shall further approve any settlement or lossdisposition, cost or expense incurred by Purchaser incident to, resulting from xx.xx approval not to be unreasonably withheld. Nothing in this Section 13.6 or in any way arising out of any act or omission of Purchaser, its agent or employees, it being understood and agreed, however, that the employees engaged in the operation of the Property prior to Closing are and shall be construed to be, for purposes other provision of this provision, the employees of Seller and the acts and omissions of said employees Agreement shall affect Purchaser’s obligation to make any payment in no way be attributable to Purchaser for the purposes accordance with Section 8.1 of this provisionAgreement or to pay any other amounts or costs required to be paid by it under this Agreement. .

Indemnification of Purchaser. The Seller hereby agrees to indemnifyand the Company, defend jointly and severally, will indemnify and hold harmless the Purchaser and any other holder of record title to the Property pursuant to Paragraph 21its directors, their managers, officers, directorsshareholders, general members, partners, agents and employees and their respective heirsagents (each, executors, administrators, successors and assigns, an “Purchaser Party”) harmless from and against any and all liability arising out of the ownership or operation of the Property prior to Closing, including, but not limited to, any and all claimslosses, liabilities, obligations, claims, contingencies, damages, penalties costs and lossesexpenses, costs or expenses (as incurred, including all judgments, amounts paid in settlements, court costs and reasonable attorney's fees) incurredattorneys’ fees and costs of investigation that any Purchaser Party may suffer or incur as a result of or relating to any breach of any of the representations, resulting from warranties, covenants or agreements made by the Seller or the Company in this Agreement or in the other Transaction Documents. If any way arising out of any act or omission of Seller, its agents and employees, action shall be brought against a Purchaser Party in respect of which indemnity may be sought pursuant to this Agreement, the operation Purchaser Party shall promptly notify the Seller and the Company in writing, and the Seller or the Company, or both, shall have the right to assume the defense thereof with counsel of its or their choosing. The Purchaser Party shall have the Property prior right to Closing, any injury to persons or damage to property happening or occurring in, on or about the Property. Seller further agrees, upon notice and request from Purchaser, to contest employ separate counsel in any such demandaction and participate in the defense thereof, claim, suit or action against which Seller has hereinabove agreed to indemnify and hold Purchaser harmless, and to defend any action that may be brought in connection with any such demand, claim, suit or action or with respect to which Seller has hereinabove agreed to indemnify and hold Purchaser harmless and to bear all costs but the fees and expenses of such contest counsel shall be at the expense of the Purchaser Party except to the extent that (i) the employment thereof has been specifically authorized by the Seller or the Company in writing, (ii) the Seller or the Company has failed after a reasonable period of time following the Purchaser Party’s written request that it do so, to assume such defense and defenseto employ counsel or (iii) in such action there is, providedin the reasonable opinion of such separate counsel, howevera material conflict on any material issue between the position of the Seller or the Company and the position of the Purchaser Party. Neither the Seller nor the Company will be liable to the Purchaser Party under this Agreement (x) for any settlement by the Purchaser Party effected without the prior written consent of the Seller or the Company, which shall not be unreasonably withheld or delayed; or (y) to the extent, but only to the extent that Seller shall have no obligation hereunder to indemnify or hold Purchaser harmless from and against any a loss, claim, liabilitydamage or liability is attributable to the Purchaser Party’s wrongful actions or omissions, damageor gross negligence or to the Purchaser Party’s breach of any of the representations, penalty warranties, covenants or loss, cost or expense incurred agreements made by the Purchaser incident to, resulting from in this Agreement or in any way arising out of any act or omission of Purchaser, its agent or employees, it being understood and agreed, however, that the employees engaged in the operation of the Property prior to Closing are and shall be construed to be, for purposes of this provision, the employees of Seller and the acts and omissions of said employees shall in no way be attributable to Purchaser for the purposes of this provisionother Transaction Documents.

Indemnification of Purchaser. Seller hereby agrees to indemnify, defend The Company will indemnify and hold harmless the Purchaser and Affiliates and investment advisers (and any other holder Persons with a functionally equivalent role of record a Person holding such titles notwithstanding a lack of such title to the Property pursuant to Paragraph 21or any other title), their officers(each, directors, general partners, agents and employees and their respective heirs, executors, administrators, successors and assigns, a “Purchaser Indemnified Person”) harmless from and against any and all liability arising out of the ownership or operation of the Property prior to Closing, including, but not limited to, any and all claimslosses, liabilities, obligations, claims, damages, penalties costs and lossesexpenses actually and reasonably incurred by such Indemnified Person, costs or expenses (including all judgments, amounts paid in settlements, court costs and reasonable attorney's feesattorneys’ fees and costs of investigation (collectively, “Losses”) incurredthat any such Purchaser Indemnified Person may suffer or incur as a result of (i) any breach of any of the representations, resulting from warranties, covenants or agreements made by the Company in this Agreement or other Transaction Documents or (ii) any action instituted against a Purchaser Indemnified Person in any way arising out capacity, or any of them or their respective Affiliates, by any act or omission of Seller, its agents and employees, in respect shareholder of the operation Company or other third party who is not a Purchaser, an Affiliate of a Purchaser, or an Affiliate of such Purchaser Indemnified Person, with respect to any of the Property prior transactions contemplated by this Agreement or other Transaction Documents. The Company will not be liable to Closingany Purchaser Indemnified Person under this Agreement or other Transaction Documents to the extent, any injury but only to persons or damage to property happening or occurring in, on or about the Property. Seller further agrees, upon notice and request from Purchaser, to contest any such demandextent that a loss, claim, suit damage or action against which Seller has hereinabove agreed liability is attributable to indemnify and hold any Purchaser harmlessIndemnified Person’s breach of any of the representations, and warranties, covenants or agreements made by such Indemnified Person in this Agreement or other Transaction Documents or attributable to defend any action that may be brought in connection with any such demand, claim, suit the actions or action or with respect to which Seller has hereinabove agreed to indemnify and hold Purchaser harmless and to bear all costs and expenses inactions of such contest and defensePurchaser Indemnified Person. Any indemnification payment made pursuant to this Agreement shall be treated as an adjustment to purchase price for Tax purposes, provided, however, that Seller except as otherwise required by Law. Such payment shall have no obligation hereunder not result in an adjustment to indemnify or hold Purchaser harmless from and against any claim, liability, damage, penalty or loss, cost or expense incurred by Purchaser incident to, resulting from or in any way arising out of any act or omission of Purchaser, its agent or employees, it being understood and agreed, however, that the employees engaged in the operation value of the Property prior to Closing are and shall be construed to be, for purposes of this provision, original investment reported by the employees of Seller and the acts and omissions of said employees shall in no way be attributable to Purchaser for the purposes of this provisionCompany under GAAP.

Indemnification of Purchaser. Seller hereby agrees to indemnify, defend and hold harmless Purchaser and any other holder of record title to the Property pursuant to Paragraph 21, their officers, directors, general partners, agents and employees and their respective heirs, executors, administrators, successors and assigns, from and against any and all liability arising out of the ownership or operation of the Property prior to Closing, including, but not limited to, any and all claims, liabilities, damages, penalties and losses, costs or expenses (including court costs and reasonable attorney's fees) incurred, resulting from or in any way arising out of any act or omission of Seller, its agents and employees, in respect of the operation of the Property prior to Closing, and any injury to persons or damage to property happening or occurring in, on or about the PropertyProperty prior to Closing. Seller further agrees, upon notice and request from Purchaser, to contest any such demand, claim, suit or action against which Seller has hereinabove agreed to indemnify and hold Purchaser harmless, and to defend any action that may be brought in connection with any such demand, claim, suit or action or with respect to which Seller has hereinabove agreed to indemnify and hold Purchaser harmless and to bear all costs and expenses of such contest and defense, provided, however, that Seller shall have no obligation hereunder to indemnify or hold Purchaser harmless from and against any claim, liability, damage, penalty or loss, cost or expense incurred by Purchaser incident to, resulting from or in any way arising out of any act or omission of Purchaser, its agent or employees, it being understood and agreed, however, that the employees engaged in the operation of the Property prior to Closing are and shall be construed to be, for purposes of this provision, the employees of Seller and the acts and omissions of said employees shall in no way be attributable to Purchaser for the purposes of this provision.

Indemnification of Purchaser. Seller hereby agrees As of the Effective Time, each Company Shareholder, by virtue of the approval of the Merger and this Agreement by the requisite vote of the Company Shareholders, agrees, severally and not jointly, that the Escrow Shares to indemnifywhich such Company Shareholder becomes entitled upon consummation of the Merger (disregarding for this purpose any fractional shares) shall be placed in escrow, defend as partial security for the performance of the Company Shareholder's indemnification obligations hereunder, as provided for in the Escrow Agreement. The form of letter of transmittal to be signed by each Company Shareholder contemplated by Section 1.6 shall specifically authorize the Escrow Agent from time to time to transfer all or any portion of the certificates so deposited, together with the proceeds from any sale of Escrow Shares, in satisfaction of such Company Shareholder's indemnification obligation hereunder. In connection therewith, Purchaser, and hold harmless Purchaser each of Purchaser's subsidiaries, and any other holder of record title to the Property pursuant to Paragraph 21, their respective officers, directors, general partnersemployees, agents agents, affiliates and employees shareholders (referred to collectively herein as the "Purchaser") will be entitled to be indemnified and their respective heirs, executors, administrators, successors held harmless against and assigns, from and against in respect of: (i) any and all liability arising out losses, damages or deficiencies (whether as a result of a direct claim by Purchaser against the ownership Company Shareholders, a third party claim against Purchaser or operation of the Property prior otherwise) resulting to Closing, including, but not limited to, Purchaser from any and all claimsbreaches of representations, liabilitieswarranties, damagescovenants or other terms of this Agreement by the Company made or contained in this Agreement, penalties and losses, costs or expenses (including court costs and reasonable attorney's fees) incurred, resulting from the Company Disclosure Letter or in any way arising out of exhibit to this Agreement; and (ii) all costs and expenses incident to any act and all actions, suits, proceedings, claims, demands, assessments, settlements or omission of Seller, its agents and employees, judgments in respect of the operation foregoing, regardless of the Property prior to Closingmerit thereof, any injury to persons or damage to property happening or occurring in, on or about the Property. Seller further agrees, upon notice including Purchaser's reasonable legal and request from Purchaser, to contest any such demand, claim, suit or action against which Seller has hereinabove agreed to indemnify and hold Purchaser harmless, and to defend any action that may be brought in connection with any such demand, claim, suit or action or with respect to which Seller has hereinabove agreed to indemnify and hold Purchaser harmless and to bear all costs accounting fees and expenses (whether incident to the foregoing or to Purchaser's enforcement of such contest said rights of defense and defenseindemnity) (items (i) and (ii) above shall be referred to herein collectively as "Purchaser's Damages"). Except for claims of fraud or intentional misrepresentation, provided, however, that Seller the indemnification provided pursuant to this Section 8.2 shall have no obligation hereunder to indemnify or hold Purchaser harmless from and against any claim, liability, damage, penalty or loss, cost or expense incurred by Purchaser incident to, resulting from or in any way arising out be Purchaser's sole remedy for the breach of any act representation or omission of Purchaser, its agent or employees, it being understood and agreed, however, that the employees engaged warranty set forth in the operation of the Property prior to Closing are and shall be construed to be, for purposes of this provision, the employees of Seller and the acts and omissions of said employees shall in no way be attributable to Purchaser for the purposes of this provisionAgreement.