Common use of Indemnification of Purchaser Clause in Contracts

Indemnification of Purchaser. (a) The ERC Shareholders agree, jointly and severally, subject to the limitations in Section 4.5(j) and Section 9.2(b), to indemnify and hold Purchaser, its affiliates (including, following the Effective Time, ERC, the LLC and the Subsidiaries), and their officers, directors, employees, agents, successors, transferees and assigns (each a "Purchaser Indemnified Party") harmless from and against all expenses, losses, costs, Taxes, deficiencies, liabilities and damages (including, without limitation, reasonable attorney's fees and expenses) incurred or suffered by them (collectively, "Purchaser Indemnifiable Damages") resulting from or arising out of (i) any breach of a representation or warranty made by ERC or any ERC Shareholder in or pursuant to this Agreement, (ii) any breach of the covenants or agreements made by ERC or any ERC Shareholder in this Agreement, or (iii) any inaccuracy in any certificate delivered by ERC or any ERC Shareholder pursuant to this Agreement, or (iv) with respect to any Taxes imposed on the ERC Shareholders, ERC, the LLC or any of the Subsidiaries with respect to any period, or any portion of any period, ending on or prior to the date of the Effective Time (except to the extent such Taxes are imposed by reason of a breach by any member of the Purchaser Group of a covenant or agreement relating to the treatment of the transactions contemplated by this Agreement as intended in Section 1.9 or relating to the sale of certain timeshare units as described in Section 1.9 (a)(iv), or both); provided that no indemnity for Taxes shall arise unless such Taxes are in excess of the reserve for Taxes reflected on either the Financial Statements or the Interim Financial Statements.

Indemnification of Purchaser. Until the third anniversary of the Signing Date, the Company (a) The ERC Shareholders agreesolely with respect to claims made under this Section 13.1 prior to the Closing), each of the Class A Members and the Manager hereby jointly and severally, subject to the limitations in Section 4.5(j) and Section 9.2(b), severally agree to indemnify and hold harmless to the fullest extent permitted by applicable law Purchaser, each of its affiliates (including, following the Effective Time, ERC, the LLC Affiliates and the Subsidiaries), each of its and their officersrespective members, managers, partners, directors, officers, employees, agentsstockholders, successorsattorneys and agents and permitted assignees (the “Purchaser Indemnitees”), transferees against and assigns in respect of any and all out-of-pocket loss, cost, payments, demand, penalty, forfeiture, expense, liability, judgment, deficiency or damage, and diminution in value or claim (each a "Purchaser Indemnified Party") harmless from including actual costs of investigation and against all expenses, losses, costs, Taxes, deficiencies, liabilities attorneys’ fees and damages (including, without limitation, reasonable attorney's fees other costs and expenses) (all of the foregoing collectively, “Losses”) incurred or suffered sustained by them any Purchaser Indemnitee as a result of or in connection with (collectively, "Purchaser Indemnifiable Damages") resulting from or arising out of (ia) any breach breach, inaccuracy or nonfulfillment or the alleged breach, inaccuracy or nonfulfillment of a representation any of the representations, warranties, covenants and agreements of the Company, any Class A Member or warranty made by ERC the Manager contained herein or in any of the Additional Agreements or any ERC Shareholder in certificate or other writing delivered pursuant to this Agreementhereto, (iib) any breach of the covenants or agreements made Actions by ERC or any ERC Shareholder in this Agreement, or (iii) any inaccuracy in any certificate delivered by ERC or any ERC Shareholder pursuant to this Agreement, or (iv) third parties with respect to the Business (including breach of contract claims, violations of warranties, trademark infringement, privacy violations, torts or consumer complaints) for any Taxes imposed on the ERC Shareholders, ERC, the LLC or any of the Subsidiaries with respect to any period, or any portion of any period, ending period on or prior to the date Closing Date, including but not limited to those listed on Schedule 13.1, (c) the violation of any Laws in connection with or with respect to the operation of the Effective Time (except Business on or prior to the extent such Taxes are imposed by reason of a breach Closing Date, (d) any claims by any member employee of the Purchaser Group Company or any of a covenant its Subsidiaries or agreement Portfolio Companies with respect to any period or event occurring on or prior to the Closing Date, or relating to the treatment termination of such employee’s employment status in connection with the transactions contemplated by this Agreement as intended in Section 1.9 or relating to the sale of certain timeshare units as described in Section 1.9 (a)(iv)Agreement, or boththe termination, amendment or curtailment of any employee benefit plans, (e) any Taxes attributable to a Pre-Closing Period, or (f) any sales, use, transfer or similar Tax imposed on Purchaser or its Affiliates as a result of any transaction contemplated by this Agreement. Notwithstanding the foregoing, the aggregate indemnification obligations of the Company and the Class A Members shall not exceed $16,500,000 (the “Indemnity Cap”); provided that no indemnity for Taxes however; such Indemnity Cap shall arise unless such Taxes are in excess increase by the total exercise price of Purchaser Warrants exercised after the reserve for Taxes reflected on either the Financial Statements or the Interim Financial StatementsClosing.

Indemnification of Purchaser. (a) The ERC Shareholders agree, jointly Issuers and severally, subject to the limitations in Section 4.5(j) and Section 9.2(b), to Guarantors will indemnify and hold harmless the Purchaser, its affiliates (including, following the Effective Time, ERC, the LLC and the Subsidiaries), and their officers, directors, employees, agents, successorspartners, transferees members, directors and assigns its affiliates and each person, if any, who controls the Purchaser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each a "Purchaser each, an “Indemnified Party") harmless from ”), against any and against all expenses, losses, costsclaims, Taxes, deficiencies, damages or liabilities and damages (including, without limitation, reasonable attorney's legal fees and expensesother expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred), joint or several, to which such Indemnified Party may become subject, under the Securities Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) incurred or suffered by them (collectively, "Purchaser Indemnifiable Damages") resulting from or arising arise out of (i) or are based upon any breach untrue statement or alleged untrue statement of a representation any material fact contained in the Preliminary Offering Circular or warranty made by ERC the Final Offering Circular, in each case as amended or any ERC Shareholder in or pursuant to this Agreement, (ii) any breach of the covenants or agreements made by ERC or any ERC Shareholder in this Agreement, or (iii) any inaccuracy in any certificate delivered by ERC or any ERC Shareholder pursuant to this Agreement, or (iv) with respect to any Taxes imposed on the ERC Shareholders, ERC, the LLC or any of the Subsidiaries with respect to any periodsupplemented, or any portion Issuer Free Writing Communication (including with limitation, any Supplemental Marketing Material), or arise out of any periodor are based upon the omission or alleged omission of a material fact necessary in order to make the statements therein, ending on or prior to in the date light of the Effective Time (except circumstances under which they were made, not misleading; provided, however, that the Issuers and the Guarantors will not be liable in any such case to the extent that any such Taxes are imposed loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement in or omission or alleged omission from any of such documents in reliance upon and in conformity with written information furnished to the Issuers by reason of a breach by any member the Purchaser specifically for use therein, it being understood and agreed that the only such information consists of the Purchaser Group of a covenant or agreement relating to the treatment of the transactions contemplated by this Agreement information described as intended such in Section 1.9 or relating to the sale of certain timeshare units as described in Section 1.9 subsection (a)(iv), or both); provided that no indemnity for Taxes shall arise unless such Taxes are in excess of the reserve for Taxes reflected on either the Financial Statements or the Interim Financial Statementsb) below.

Indemnification of Purchaser. (a) The ERC Shareholders agree, jointly and severally, subject to the limitations in Section 4.5(j) and Section 9.2(b), to Corporation will indemnify and hold Purchaserthe Purchaser and its directors, its affiliates managers, officers, shareholders, members, partners, employees and agents (includingand any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), following each Person who controls the Effective Time, ERC, Purchaser (within the LLC meaning of § 15 of the Securities Act and § 20 of the SubsidiariesExchange Act), and their the directors, managers, officers, directors, employeesshareholders, agents, successorsmembers, transferees partners or employees (and assigns any 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 persons (each each, a "“Purchaser Indemnified Party"”) harmless from any and against all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, lossesincluding all judgments, costsamounts paid in settlements, Taxes, deficiencies, liabilities court costs and damages (including, without limitation, reasonable attorney's attorneys’ fees and expenses) incurred costs of investigation that any the Purchaser Party may suffer or suffered by them incur as a result of or relating to (collectively, "Purchaser Indemnifiable Damages") resulting from or arising out of (ia) any breach of a representation or warranty made by ERC or any ERC Shareholder in or pursuant to this Agreement, (ii) any breach of the representations, warranties, covenants or agreements made by ERC the Corporation in this Agreement or in the other Transaction Documents or (b) any action instituted against the Purchaser, or any ERC Shareholder in this Agreementof its Affiliates, or (iii) by any inaccuracy in any certificate delivered by ERC or any ERC Shareholder pursuant to this Agreementstockholder of the Corporation, or (iv) with respect to any Taxes imposed on the ERC Shareholders, ERC, the LLC or any of the Subsidiaries with respect to any period, or any portion of any period, ending on or prior to the date of the Effective Time (except to the extent such Taxes are imposed by reason of a breach by any member of the Purchaser Group of a covenant or agreement relating to the treatment of the transactions contemplated by this Agreement as intended in Section 1.9 or relating to the sale of certain timeshare units as described in Section 1.9 Transaction Documents (a)(iv), or both); provided that no indemnity for Taxes shall arise unless such Taxes are in excess action is based upon a breach of the reserve for Taxes reflected on either Purchaser’s representations, warranties or covenants under the Financial Statements Transaction Documents or any agreements or understandings the Interim Financial StatementsPurchaser may have with any such stockholder or any violations by the Purchaser of state or federal securities laws or any conduct by the Purchaser which constitutes fraud, gross negligence, willful misconduct or malfeasance).

Indemnification of Purchaser. (a) The ERC Shareholders agree, jointly and severally, subject to the limitations in Section 4.5(j) and Section 9.2(b), to Company will indemnify and hold Purchaser, its affiliates (including, following the Effective Time, ERC, the LLC and the Subsidiaries), Purchasers and their directors, officers, directorsshareholders, employeespartners, agentsemployees and agents (each, successors, transferees and assigns (each a "Purchaser Indemnified Party") harmless from any and against all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, lossesincluding all judgments, costsamounts paid in settlements, Taxes, deficiencies, liabilities court costs and damages (including, without limitation, reasonable attorney's attorneys' fees and expenses) incurred or suffered by them costs of investigation (collectively, "Purchaser Indemnifiable DamagesLosses") resulting that any such Purchaser Party may suffer or incur as a result of or relating to any misrepresentation, breach or inaccuracy, or any allegation by a third party that, if true, would constitute a breach or inaccuracy, of any of the representations, warranties or covenants made by the Company in this Agreement or any other Transaction Documents; provided, however, that, with respect to Losses arising from the misrepresentation, breach or arising out inaccuracy of (i) any breach of a representation or warranty made by ERC or any ERC Shareholder the Company in or pursuant to this Agreement, (iii) any breach of the covenants or agreements made by ERC or any ERC Shareholder Purchaser Parties shall only be entitled to the indemnity provided for in this Agreement, or (iii) any inaccuracy in any certificate delivered by ERC or any ERC Shareholder Section 4.7 for those Losses for which a claim is asserted pursuant to this Agreement, or (iv) with respect to any Taxes imposed on the ERC Shareholders, ERC, the LLC or any of the Subsidiaries with respect to any period, or any portion of any period, ending Section 4.7 on or prior to the date of Representation Termination Date, (ii) the Effective Time (except Purchaser Parties shall only be entitled to such indemnity to the extent that all Losses of all Purchaser Parties (in the aggregate) exceed $1,500,000 (in which event, this indemnity will be applicable to all such Taxes are imposed by reason of a breach by any member of Losses, including the first $1,500,000), and (iii) the Company's aggregate liability to the Purchaser Group Parties with respect to all Losses shall not exceed $75,000,000. The Company will reimburse such Purchaser for its reasonable legal and other expenses (including the cost of a covenant or agreement relating to the treatment of the transactions contemplated by this Agreement any investigation, preparation and travel in connection therewith) incurred in connection therewith, as intended in Section 1.9 or relating to the sale of certain timeshare units as described in Section 1.9 (a)(iv), or both); provided that no indemnity for Taxes shall arise unless such Taxes expenses are in excess of the reserve for Taxes reflected on either the Financial Statements or the Interim Financial Statementsincurred.

Indemnification of Purchaser. (ai) The ERC Shareholders agree, jointly and severally, subject Subject to the other limitations in Section 4.5(j) this Article 8, from and Section 9.2(bafter the Closing, each of the Sellers, severally and not jointly, on a pro rata basis based on the percentages set forth across from such Seller’s name on the “Sellers Schedule” (“Pro Rata Share”), to shall indemnify and hold the Purchaser, its affiliates Affiliates (including, following including the Effective Time, ERC, the LLC Company) and the Subsidiaries), and any of their respective officers, directors, employees, agentsstockholders, successors, transferees successors and assigns (each collectively, the “Purchaser Indemnitees”) in respect of any loss, liability, claim, obligation, demand, judgment, suit, action, cause of action, assessment, award, fine, penalty, deficiency, interest, damage, cost or expense (including reasonable legal expenses and costs), whether or not involving a "Purchaser third party claim (individually, a “Loss” and collectively, “Losses”; provided, that (x) any punitive, exemplary, special, indirect or consequential damages shall not be deemed to be “Losses” hereunder except to the extent any such damages are paid by an Indemnified Party to a third party (other than another Indemnified Party") harmless and (y) consequential, special and indirect damages means those damages that arise solely from and against all expensesthe special circumstances of the Indemnified Party that have not been communicated to, lossesor are not known by, costs, Taxes, deficiencies, liabilities and damages (including, without limitation, reasonable attorney's fees and expensesthe Indemnifying Party) which is incurred or suffered by them a Purchaser Indemnitee as a result of: (collectively, "Purchaser Indemnifiable Damages"A) resulting from or arising out of (i) any the breach of a any representation or warranty made by ERC or any ERC Shareholder in or pursuant to this Agreement, (ii) any breach of the covenants or agreements made by ERC or any ERC Shareholder Company contained in this Agreement, or (iii) any inaccuracy in any certificate delivered by ERC or any ERC Shareholder pursuant to this Agreement, or (iv) with respect to any Taxes imposed on the ERC Shareholders, ERC, the LLC or any Agreement when made as of the Subsidiaries with respect to any period, date of this Agreement or any portion of any periodstatement set forth in the Certificate contemplated by Section 3.4(b)(i); (B) the breach by the Company of any covenant or agreement contained in this Agreement which is required to be performed prior to Closing or the breach by the Sellers’ Representative of any covenant or agreement contained in this Agreement which is required to be performed from and after the Closing; (C)(1) all Taxes (or the nonpayment thereof) of any member of the Company Group for any Pre-Closing Tax Period and any Pre-Closing Straddle Period; (2) all Taxes of any member of an affiliated, ending combined or unitary group of which any member of the Company Group is or was a member on or prior to the date Closing Date, including pursuant to Treasury Regulation Section 1.1502-6 or any analogous or similar state, local or foreign Law; (3) any and all Taxes of any Person (other than a member of the Effective Time (except Company Group) imposed on such member of the Company Group as a transferee or successor, by Contract or pursuant to any Law, which Taxes relate to an event or transaction occurring on or before the Closing Date, and except, in the case of any Taxes imposed as a result of any Contract, to the extent such Taxes are imposed by reason relate to a Contract executed in the ordinary course of a breach by business and not primarily related to Taxes; and (D) any member Indebtedness of the Purchaser Company Group of a covenant or agreement relating to the treatment existing as of the transactions contemplated by this Agreement as intended in Section 1.9 Effective Time or relating to Transaction Expenses not fully paid on the sale of certain timeshare units as described in Section 1.9 (a)(iv), or both); provided that no indemnity for Taxes shall arise unless such Taxes are in excess of the reserve for Taxes reflected on either the Financial Statements or the Interim Financial StatementsClosing Date.

Indemnification of Purchaser. (a) The ERC Shareholders agree, jointly and severally, subject Subject to the limitations provisions of this Section 4.4 and in addition to the indemnity provided to the Purchaser in Section 4.5(j) and Section 9.2(b4.6(i), to the Company will indemnify and hold Purchaserthe Purchaser and its directors, its affiliates officers, shareholders, members, partners, employees and agents (includingand any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), following each Person who controls the Effective Time, ERC, Purchaser (within the LLC meaning of Section 15 of the Securities Act and Section 20 of the SubsidiariesExchange Act), and their the directors, officers, directors, employeesshareholders, agents, successorsmembers, transferees partners or employees (and assigns any 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 Persons (each each, a "“Purchaser Indemnified Party"”) harmless from any and against all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, lossesincluding all judgments, costsamounts paid in settlements, Taxes, deficiencies, liabilities court costs and damages (including, without limitation, reasonable attorney's attorneys’ fees and expenses) incurred costs of investigation that any Purchaser Party may suffer or suffered by them incur as a result of or relating to (collectively, "Purchaser Indemnifiable Damages") resulting from or arising out of (ia) any breach of a representation any of the representations, warranties, covenants or warranty agreements made by ERC the Company in this Agreement or in the other Transaction Documents; provided that such claim for indemnification relating to a breach of the representations or warranties is made prior to the expiration of the survival periods for such representations or warranties set forth in Section 5.11, or (b) any action instituted against the Purchaser Parties in any capacity, or any ERC Shareholder of them or their respective Affiliates, by any stockholder of the Company who is not an Affiliate of the Purchaser Party (a “Stockholder Claimant”), with respect to any of the transactions contemplated by the Transaction Documents (unless such action is solely based upon (i) a material breach of the Purchaser Party’s representations, warranties or covenants under the Transaction Documents, (ii) any agreements or understandings the Purchaser Party may have with any Stockholder Claimant, (iii) any violations by the Purchaser Party of state or federal securities Laws or (iv) any conduct by the Purchaser Party which is finally judicially determined to constitute fraud, gross negligence or willful misconduct). If any action shall be brought against any Purchaser Party in or respect of which indemnity may be sought pursuant to this Agreement, such Purchaser Party shall promptly notify the Company in writing, and the Company shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to the Purchaser Party. Any Purchaser Party shall have the right to employ (iiat the Company’s cost) separate counsel in any such action and participate in the defense thereof; provided, however, that the Company shall only be responsible for the reasonable fees and expenses of one such separate counsel. The Company will not be liable to any Purchaser Party under this Agreement (y) for any settlement by such Purchaser Party effected without the Company’s prior written consent, which shall not be unreasonably withheld or delayed; or (z) to the extent, but only to the extent that a loss, claim, damage or liability is attributable to such Purchaser Party’s breach of any of the representations, warranties, covenants or agreements made by ERC or any ERC Shareholder such Purchaser Party in this AgreementAgreement or in the other Transaction Documents. The indemnification required by this Section 4.4 shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received or (iii) are incurred; provided that, if the Purchaser Party is determined by final judgment of a court of competent jurisdiction to be not entitled to indemnification, the Purchaser Party shall promptly reimburse the Company for the funds that were advanced. The indemnity agreements contained herein shall be in addition to any inaccuracy in cause of action or similar right of any certificate delivered by ERC Purchaser Party against the Company or others and any ERC Shareholder liabilities the Company may be subject to pursuant to this Agreement, or (iv) with respect to any Taxes imposed on the ERC Shareholders, ERC, the LLC or any of the Subsidiaries with respect to any period, or any portion of any period, ending on or prior to the date of the Effective Time (except to the extent such Taxes are imposed by reason of a breach by any member of the Purchaser Group of a covenant or agreement relating to the treatment of the transactions contemplated by this Agreement as intended in Section 1.9 or relating to the sale of certain timeshare units as described in Section 1.9 (a)(iv), or both); provided that no indemnity for Taxes shall arise unless such Taxes are in excess of the reserve for Taxes reflected on either the Financial Statements or the Interim Financial StatementsLaw.

Indemnification of Purchaser. (a) The ERC Shareholders agree, jointly and severally, subject to the limitations in Section 4.5(j) and Section 9.2(b), to Corporation will indemnify and hold Purchaserthe Purchaser and its directors, its affiliates managers, officers, shareholders, members, partners, employees and agents (includingand any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), following each Person who controls the Effective Time, ERC, Purchaser (within the LLC meaning of Section 15 of the Securities Act and Section 20 of the SubsidiariesExchange Act), and their the directors, managers, officers, directors, employeesshareholders, agents, successorsmembers, transferees partners or employees (and assigns any other Person with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling persons (each each, a "“Purchaser Indemnified Party"”) harmless from any and against all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, lossesincluding all judgments, costsamounts paid in settlements, Taxes, deficiencies, liabilities court costs and damages (including, without limitation, reasonable attorney's attorneys’ fees and expenses) incurred costs of investigation that any of the Purchaser Party may suffer or suffered by them incur as a result of or relating to (collectively, "Purchaser Indemnifiable Damages") resulting from or arising out of (ia) any breach of a representation or warranty made by ERC or any ERC Shareholder in or pursuant to this Agreement, (ii) any breach of the representations, warranties, covenants or agreements made by ERC the Corporation in this Agreement or in the other Transaction Documents or (b) any action instituted against the Purchaser, or any ERC Shareholder in this Agreementof its Affiliates, or (iii) by any inaccuracy in any certificate delivered by ERC or any ERC Shareholder pursuant to this Agreementstockholder of the Corporation, or (iv) with respect to any Taxes imposed on the ERC Shareholders, ERC, the LLC or any of the Subsidiaries with respect to any period, or any portion of any period, ending on or prior to the date of the Effective Time (except to the extent such Taxes are imposed by reason of a breach by any member of the Purchaser Group of a covenant or agreement relating to the treatment of the transactions contemplated by this Agreement as intended in Section 1.9 or relating to the sale of certain timeshare units as described in Section 1.9 Transaction Documents (a)(iv), or both); provided that no indemnity for Taxes shall arise unless such Taxes are in excess action is based upon a breach of the reserve for Taxes reflected on either Purchaser’s representations, warranties or covenants under the Financial Statements Transaction Documents or any agreements or understandings the Interim Financial StatementsPurchaser may have with any such stockholder or any violations by the Purchaser of state or federal securities laws or any conduct by the Purchaser which constitutes fraud, gross negligence, willful misconduct or malfeasance).

Indemnification of Purchaser. (a) The ERC Shareholders agree, jointly and severallyAfter the Closing Date, subject to the limitations in Section 4.5(j) provisions of this Article X and Section 9.2(b)Exhibit D, to indemnify Seller shall indemnify, defend and hold Purchaser, harmless Purchaser and its affiliates (including, following the Effective Time, ERC, the LLC and the Subsidiaries)Affiliates, and its and their directors, officers, directors, employees, agents, successors, transferees agents and assigns representatives (each a "“Purchaser Indemnified Party"Parties”) harmless from and against all expensesany Damages incurred by any Purchaser Indemnified Party arising from, losses, costs, Taxes, deficiencies, liabilities and damages in connection with or constituting (including, without limitation, reasonable attorney's fees and expenses) incurred or suffered by them (collectively, "Purchaser Indemnifiable Damages") resulting from or arising out of (ia) any breach by Seller of a any representation or warranty made by ERC or any ERC Shareholder of Seller contained in or made pursuant to this AgreementAgreement (interpreted without giving effect to any Company Material Adverse Effect or materiality qualifications, other than such qualifications contained in Section 4.10(c), Section 4.17(a) (iifirst sentence), Section 4.18 (second sentence)); (b) any breach of the covenants or agreements made by ERC or any ERC Shareholder in this AgreementSeller of, or (iii) failure by Seller to perform in accordance with their terms, any inaccuracy covenant or agreement of Seller contained in any certificate delivered by ERC or any ERC Shareholder made pursuant to this AgreementAgreement or any Transaction Document; (c) Damages incurred by the Purchaser Indemnified Parties arising from, in connection with or constituting any obligation to repurchase any Mortgage Loan originated on or before the Closing Date; (ivd) with respect the operations, and any Liabilities of the business, of the Company before the Closing (other than any matter for which a claim for indemnification could be asserted under Section 10.2(c) (but considered without regard to any Taxes imposed on limitations applicable to such claim, including pursuant to Section 10.5(a))); (e) Damages incurred by the ERC ShareholdersPurchaser Indemnified Parties arising from, ERCin connection with or related to that certain Stock Purchase Agreement by and between Xxxxx Xxxxx Xxxxxxxxxx, Seller and Knight, dated as of March 29, 2010; and (f) Damages incurred by the LLC Purchaser Indemnified Parties arising under or in connection with any of the Subsidiaries with respect to indemnification or repurchase obligations set forth on Section 4.9(b) of the Disclosure Letter and any period, or any portion other similar obligations of any period, ending on or the Company that arise prior to the date of the Effective Time (except to the extent such Taxes are imposed by reason of a breach by any member of the Purchaser Group of a covenant or agreement relating to the treatment of the transactions contemplated by this Agreement as intended in Closing. Section 1.9 or relating to the sale of certain timeshare units as described in Section 1.9 (a)(iv), or both); provided that no indemnity for Taxes shall arise unless such Taxes are in excess of the reserve for Taxes reflected on either the Financial Statements or the Interim Financial Statements.10.3

Indemnification of Purchaser. (a) The ERC Shareholders agreeSeller and each Indemnifying ---------------------------- Shareholder, jointly and severally, subject hereby agree to the limitations in Section 4.5(j) and Section 9.2(b)indemnify, to indemnify defend, and hold Purchaser, its affiliates (including, following the Effective Time, ERC, the LLC and the Subsidiaries), and their officers, directors, employees, agents, successors, transferees and assigns (each a "Purchaser Indemnified Party") harmless from and against any and all expensesliabilities, penalties, damages, losses, claims, costs, Taxesand expenses (including reasonable attorneys fees and expenses for the defense of any claim which, deficienciesif proved, would give rise to an obligation of indemnity hereunder whether or not such claim may be ultimately proved), arising out of or resulting directly or indirectly from (a) any misrepresentation or breach of any representation or warranty by Seller or any Indemnifying Shareholder; (b) failure of Seller to fully pay or satisfy or cause to be paid or satisfied any liabilities and damages not expressly assumed by Purchaser pursuant to the terms hereof; (c) nonperformance of any obligations or covenants on the part of Seller or Indemnifying Shareholder under this Agreement, including, without limitation, reasonable attorney's fees the failure of Seller to pay accrued compensation, retirement, pension, or vacation of current or former employees of Seller; and expenses(d) incurred or suffered by them (collectively, "Purchaser Indemnifiable Damages") resulting from or arising out of (i) any breach of a representation or warranty made by ERC or any ERC Shareholder in or pursuant to this Agreement, (ii) any breach the conduct of the covenants or agreements made by ERC or any ERC Shareholder in this Agreement, or (iii) any inaccuracy in any certificate delivered by ERC or any ERC Shareholder pursuant to this Agreement, or (iv) with respect to any Taxes imposed on the ERC Shareholders, ERC, the LLC or any of the Subsidiaries with respect to any period, or any portion of any period, ending on or Business prior to the date of Closing (other than liabilities expressly assumed by the Effective Time (except Purchaser pursuant to the extent such Taxes are imposed by reason terms hereof), including any violation of a breach by any member of the Purchaser Group of a covenant laws occurring or agreement relating alleged to have occurred prior to the treatment of the transactions contemplated by this Agreement as intended in Section 1.9 Closing provided, however, that Purchaser shall not have caused or relating to the sale of certain timeshare units as described in Section 1.9 (a)(iv), or both); provided that no indemnity for Taxes shall arise unless procured such Taxes are in excess of the reserve for Taxes reflected on either the Financial Statements or the Interim Financial Statementsevent through its own acts.

Indemnification of Purchaser. (a) The ERC Subject to the terms and conditions of ---------------------------- this Article VIII, the Shareholders hereby agree, jointly and severally, subject to indemnify and hold harmless Purchaser, and its officers, directors and affiliates (collectively, "Affiliates") from and against any and all losses, liabilities, damages, demands, claims, suits, actions, judgments, causes of action, assessments, costs, and expenses, including, without limitation, interest, penalties, reasonable attorneys' fees, any and all expenses incurred in investigating, preparing, and defending against any litigation, commenced or threatened, and any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation (collectively, "Purchaser Damages"), asserted against, resulting from, imposed upon, or incurred by Purchaser, its officers, directors or affiliates, directly or indirectly, as a result of or arising from any inaccuracy in or breach or nonfulfillment of any of the limitations representations, warranties, covenants, or agreements made by the Company or Shareholders in Section 4.5(j) this Agreement or any facts or circumstances constituting such an inaccuracy, breach, or nonfulfillment (all of which shall also be referred to as "Identifiable Claims"). In addition, without giving effect to any of the disclosures or qualifications set forth in this Agreement, any accompanying schedule, exhibit, certificate or the Disclosure Schedule, each Shareholder hereby agrees, jointly and Section 9.2(b)severally, to indemnify and hold Purchaser, harmless Purchaser and its affiliates (including, following the Effective Time, ERC, the LLC and the Subsidiaries), and their officers, directors, employees, agents, successors, transferees directors and assigns (each a "affiliates against any and all Purchaser Indemnified Party") harmless from and against all expenses, losses, costs, Taxes, deficiencies, liabilities and damages (including, without limitation, reasonable attorney's fees and expenses) incurred or suffered by them (collectively, "Purchaser Indemnifiable Damages") resulting from or Damages arising out of any liability or obligations for taxes imposed upon Purchaser (ior its officers, directors and affiliates) any breach of a representation or warranty made by ERC or any ERC Shareholder in or pursuant to this Agreement, (ii) any breach of the covenants or agreements made by ERC or any ERC Shareholder in this Agreement, or (iii) any inaccuracy in any certificate delivered by ERC or any ERC Shareholder pursuant to this Agreement, or (iv) with respect to any Taxes imposed on the ERC Shareholders, ERC, the LLC or any of the Subsidiaries with respect to any period, or any portion of any period, Company for periods ending on or prior to the date Closing and for portions through the Closing of the Effective Time (except periods beginning prior to the extent such Taxes are imposed by reason of a breach by Closing and ending after the Closing, including, without limitation, any member of the Purchaser Group of a covenant or agreement relating to the treatment of tax liability arising from the transactions contemplated by in this Agreement as intended in Section 1.9 Agreement, including any assets transferred or relating sold prior to the sale Closing or any tax liability arising out of certain timeshare units as described in Section 1.9 (a)(iv), or both); provided that no indemnity for Taxes shall arise unless such Taxes are in excess of related to the reserve for Taxes reflected on either the Financial Statements or the Interim Financial StatementsTax Returns.

Indemnification of Purchaser. (a) The ERC Shareholders agree, jointly and severallyAfter the Closing Date, subject to the limitations in Section 4.5(j) provisions of this Article X and Section 9.2(b)Exhibit D, to indemnify Seller shall indemnify, defend and hold Purchaser, harmless Purchaser and its affiliates (including, following the Effective Time, ERC, the LLC and the Subsidiaries)Affiliates, and its and their directors, officers, directors, employees, agents, successors, transferees agents and assigns representatives (each a "“Purchaser Indemnified Party"Parties”) harmless from and against all expensesany Damages incurred by any Purchaser Indemnified Party arising from, losses, costs, Taxes, deficiencies, liabilities and damages in connection with or constituting (including, without limitation, reasonable attorney's fees and expenses) incurred or suffered by them (collectively, "Purchaser Indemnifiable Damages") resulting from or arising out of (ia) any breach by Seller of a any representation or warranty made by ERC or any ERC Shareholder of Seller contained in or made pursuant to this AgreementAgreement (interpreted without giving effect to any Company Material Adverse Effect or materiality qualifications, other than such qualifications contained in Section 4.10(c), Section 4.17(a) (iifirst sentence), Section 4.18 (second sentence)); (b) any breach of the covenants or agreements made by ERC or any ERC Shareholder in this AgreementSeller of, or (iii) failure by Seller to perform in accordance with their terms, any inaccuracy covenant or agreement of Seller contained in any certificate delivered by ERC or any ERC Shareholder made pursuant to this AgreementAgreement or any Transaction Document; (c) Damages incurred by the Purchaser Indemnified Parties arising from, in connection with or constituting any obligation to repurchase any Mortgage Loan originated on or before the Closing Date; (ivd) with respect the operations, and any Liabilities of the business, of the Company before the Closing (other than any matter for which a claim for indemnification could be asserted under Section 10.2(c) (but considered without regard to any Taxes imposed on limitations applicable to such claim, including pursuant to Section 10.5(a))); (e) Damages incurred by the ERC ShareholdersPurchaser Indemnified Parties arising from, ERCin connection with or related to that certain Stock Purchase Agreement by and between Xxxxx Xxxxx Xxxxxxxxxx, Seller and Knight, dated as of March 29, 2010; and (f) Damages incurred by the LLC Purchaser Indemnified Parties arising under or in connection with any of the Subsidiaries with respect to indemnification or repurchase obligations set forth on Section 4.9(b) of the Disclosure Letter and any period, or any portion other similar obligations of any period, ending on or the Company that arise prior to the date of the Effective Time (except to the extent such Taxes are imposed by reason of a breach by any member of the Purchaser Group of a covenant or agreement relating to the treatment of the transactions contemplated by this Agreement as intended in Section 1.9 or relating to the sale of certain timeshare units as described in Section 1.9 (a)(iv), or both); provided that no indemnity for Taxes shall arise unless such Taxes are in excess of the reserve for Taxes reflected on either the Financial Statements or the Interim Financial StatementsClosing.