Common use of Obligation of Seller to Indemnify Clause in Contracts

Obligation of Seller to Indemnify. Seller shall indemnify Buyer and hold harmless and, upon Buyer's request, defend Buyer, its affiliates, subsidiaries, directors, officers, employees, agents and assigns of each from and against any claims, demands, causes of action, proceedings, losses, liabilities, damages, deficiencies, interest, penalties, expenses, judgments and costs (including reasonable attorneys', consultants' and accountants' fees and disbursements, court costs, amounts paid in settlement and expenses of investigation) incurred by Buyer (collectively, "Losses") provided, however, that Seller's obligations to indemnify Buyer pursuant to this Section, combined with any claims based on representations or warranties under this Agreement, shall be limited to an aggregate of $125,000, based upon, arising out of or otherwise in respect of: (i) The breach of any representation, warranty, covenant or agreement of Seller contained in this Agreement or in any document or other writing delivered pursuant to this Agreement; (ii) Any liability of Seller for personal injury, real property damage or other loss arising from any act or omission occurring on or prior to the Closing Date related in any way to any product manufactured or distributed by the Winery to the extent that such losses exceed any insurance proceeds actually received by Buyer or the Company or by any party for the benefit of Buyer; (iii) To the extent of Seller's Best Knowledge (x) Hazardous Substances existing on, in or under the Real Property prior to or as of the Closing Date due to the acts or omissions of the Company, Seller or their affiliates, directors, officers, employees, agents, contractors, or invitees ("Preexisting Hazardous Substances"), (y) Preexisting Hazardous Substances which have migrated or migrate at anytime (whether before or after the Closing Date) from the Real Property, and (z) liabilities arising out of or related to Preexisting Hazardous Materials removed from the Real Property after the same have been removed from the Real Property; (iv) To the extent of Seller's Best Knowledge, Compliance with and/or violation or breach of any Environmental Law occurring at anytime (whether before or after the Closing Date) with respect to Preexisting Hazardous Substances; and (v) All taxes imposed on Seller or the Company regardless of when imposed for any period prior to and including the Closing Date, including any taxes arising from either the purchase and sale of the Winery Stock or the Assets to the extent such taxes are not reserved for on the Interim Balance Sheet; including, without limitation, consequential damages, damages for personal or bodily injury, property damage, damage to natural resources occurring on or off the Real Property, encumbrances, liens, defense costs of any claims (whether or not such claim is ultimately defeated), good faith settlements, losses attributable to the diminution of value or loss of use or use of any portion of the Real Property, and the cost of any reasonable remedial, removal, response, abatement, clean-up, investigative and monitoring costs and any other reasonable related costs and expenses, whether or not such Losses are known or unknown as of the date of this Agreement, contingent or otherwise, matured or unmatured, foreseeable or unforeseeable. Any action taken or expense incurred by Buyer at the direction of any governmental authority shall be deemed reasonable for purposes of this Section 10.1.

Obligation of Seller to Indemnify. From and after the Closing Date, subject to the provisions of this ARTICLE VIII, Seller shall indemnify Buyer indemnify, defend and hold harmless andBuyer and each of its managers, upon Buyer's request, defend Buyer, its affiliates, subsidiariesmembers, directors, officers, employees, agents agents, Affiliates and Representatives, and each of the heirs, executors, successors, and assigns of each any of the foregoing (collectively, the “Buyer Indemnified Parties”), from and against any claims, demands, causes of action, proceedingsall liabilities, losses, liabilities, damages, deficiencies, interest, penalties, expenses, judgments and costs (including reasonable attorneys', consultants' and accountants' fees and disbursements, court costsjudgments, amounts paid in settlement settlement, fines, monetary penalties, costs, charges, Taxes, fees, interest and expenses, including reasonable attorneys’ fees, court costs and other out-of-pocket expenses of investigation) incurred by Buyer (collectively, "“Losses"”) provided, however, that Seller's obligations to indemnify Buyer pursuant to this Section, combined incurred in connection with any claims based on representations or warranties under this Agreement, shall be limited to an aggregate of $125,000, based upon, arising out of or otherwise in respect ofresulting from: (ia) The the breach or inaccuracy of any representation or warranty of Seller contained in this Agreement or in any agreement, certificate or other instrument delivered by Seller pursuant to this Agreement; (b) the breach of any representation, warranty, covenant or agreement of Seller contained in this Agreement or in any document agreement, certificate or other writing instrument delivered by Seller pursuant to this Agreement; (iic) Any liability any Indebtedness or any Target Group Company Transaction Expenses that remain unpaid following the Closing; (d) any of the liabilities or obligations of Seller for personal injury, real property damage or other loss arising from any act Affiliate of Seller (including any liabilities or omission occurring on obligations under any Tax-sharing agreements) with respect to Taxes except to the extent specifically included as an asset in Closing Working Capital (as finalized pursuant to Section 2.4) that are solely attributable to the ownership or operations of the Target Group Companies prior to the Closing Date related in any way to any product manufactured or distributed by the Winery Transfer Taxes, except to the extent that such losses exceed any insurance proceeds actually received by Buyer or the Company or by any party for the benefit of Buyer’s responsibility therefor pursuant to Section 2.6, with respect to the sale of the Target Company Interests pursuant to this Agreement on account of or with respect to one or more of the Target Group Companies, the nonpayment of which could result in a Lien; (iiie) To the extent of Seller's Best Knowledge (x) Hazardous Substances existing on, in or any liability to any Person under the Real Property Tax Equity Documents arising from events occurring or circumstances existing prior to or as the Closing and for any recapture of any tax credit pursuant to Section 50 of the Closing Date due to the acts or omissions of the Company, Seller or their affiliates, directors, officers, employees, agents, contractors, or invitees ("Preexisting Hazardous Substances"), (y) Preexisting Hazardous Substances which have migrated or migrate at anytime (whether before or after the Closing Date) Code resulting from the Real Property, and (z) liabilities arising out transfer of or related Interests pursuant to Preexisting Hazardous Materials removed from the Real Property after the same have been removed from the Real Propertythis Agreement; (ivf) To any additional Interconnection Costs owed or payable by the extent of Seller's Best Knowledge, Compliance with and/or violation or breach of any Environmental Law occurring at anytime (whether before or after applicable Target Group Company to the Closing Date) applicable utility under the applicable interconnection agreement with respect to Preexisting Hazardous Substances; andthe Xxxxxx Project or Caribou Project (each as identified on Schedule A), respectively; (vg) All taxes imposed on Seller or the Company regardless of when imposed for any period prior to and including the Closing Date, including any taxes arising from either the purchase and sale of the Winery Stock or the Assets to the extent such taxes are not reserved for matters set forth on the Interim Balance Sheet; including, without limitation, consequential damages, damages for personal or bodily injury, property damage, damage to natural resources occurring on or off the Real Property, encumbrances, liens, defense costs of any claims (whether or not such claim is ultimately defeated), good faith settlements, losses attributable to the diminution of value or loss of use or use of any portion of the Real Property, and the cost of any reasonable remedial, removal, response, abatement, clean-up, investigative and monitoring costs and any other reasonable related costs and expenses, whether or not such Losses are known or unknown as of the date of this Agreement, contingent or otherwise, matured or unmatured, foreseeable or unforeseeable. Any action taken or expense incurred by Buyer at the direction of any governmental authority shall be deemed reasonable for purposes of this Section 10.1.Exhibit F.

Obligation of Seller to Indemnify. Seller shall indemnify Buyer and Bombay jointly and severally agree to indemnify, defend and hold harmless and, upon Buyer's request, defend Buyer, Buyer and its affiliates, subsidiaries, Affiliates (and their respective directors, officers, employees, agents stockholders, successors, assigns, representatives, attorneys and assigns of each agents) (collectively, the "Buyer Indemnitees") from and against any all claims, losses, actions, demands, causes of action, proceedings, losses, liabilities, damages, deficiencies, diminution in value, costs or expenses, including interest, penalties, expenses, judgments penalties and costs (including reasonable attorneys', consultants' and accountants' fees and disbursements, court costs, amounts paid in settlement and expenses of investigation) incurred by Buyer disbursements (collectively, "Losses") provided), howeveractually incurred, that Seller's obligations to indemnify suffered or paid, directly or indirectly, by or asserted against any of the Buyer pursuant to this Section, combined with any claims based on representations or warranties under this Agreement, shall be limited to an aggregate of $125,000, Indemnitees based upon, arising out of of, in connection with, or otherwise in respect of: : (i) The any breach of any representationrepresentation or warranty of Seller or Bombay contained in this Agreement, warrantythe Schedules hereto, or the Seller Documents; (ii) any breach of any covenant or agreement of Seller or Bombay contained in this Agreement or any Seller Document; (iii) any Retained Liability; (iv) any proceedings currently or in any document the future pending against Seller or other writing delivered pursuant Bombay except those relating to this Agreement; an Assumed Liability or Assumed Contract (ii) Any liability of Seller for personal injury, real property damage or other loss arising from any act or omission only with respect to matters occurring on or prior to the Closing Date related in any way to any product manufactured or distributed by the Winery Date); (v) relating to the extent that such losses exceed any insurance proceeds actually received by Buyer operation of Seller, the Business or the Company or by any party for the benefit of Buyer; (iii) To the extent of Seller's Best Knowledge (x) Hazardous Substances existing on, in or under the Real Property Facilities prior to or as of the Closing Date due to the acts or omissions of the Company, Seller or their affiliates, directors, officers, employees, agents, contractors, or invitees ("Preexisting Hazardous Substances"), (y) Preexisting Hazardous Substances which have migrated or migrate at anytime (whether before or after the Closing Date) from the Real Property; provided, however, Seller and (z) liabilities arising out of or related to Preexisting Hazardous Materials removed from the Real Property after the same Bombay shall have been removed from the Real Property; (iv) To the extent of Seller's Best Knowledge, Compliance with and/or violation or breach of any Environmental Law occurring at anytime (whether before or after the Closing Date) with respect to Preexisting Hazardous Substances; and (v) All taxes imposed on Seller or the Company regardless of when imposed for any period prior to and including the Closing Date, including any taxes arising from either the purchase and sale of the Winery Stock or the Assets to the extent such taxes are not reserved for on the Interim Balance Sheet; including, without limitation, consequential damages, damages for personal or bodily injury, property damage, damage to natural resources occurring on or off the Real Property, encumbrances, liens, defense costs of any claims (whether or not such claim is ultimately defeated), good faith settlements, losses attributable to the diminution of value or loss of use or use of any portion of the Real Property, and the cost of any reasonable remedial, removal, response, abatement, clean-up, investigative and monitoring costs and any other reasonable related costs and expenses, whether or not such Losses are known or unknown as of the date of no indemnity obligation under this Agreement, contingent or otherwise, matured or unmatured, foreseeable or unforeseeable. Any action taken or expense incurred by Buyer at the direction of any governmental authority shall be deemed reasonable for purposes of this Section 10.1.item

Obligation of Seller to Indemnify. After the Closing Date, Seller shall indemnify Buyer indemnify, defend and hold harmless and, upon Buyer's request, defend Buyer, Buyer (and its affiliates, subsidiaries, directors, officers, employees, agents agents, Affiliates and assigns of each assigns) from and against any claims, demands, causes of action, proceedings, all losses, liabilities, damages, deficiencies, interest, penalties, costs or expenses, judgments including interest and costs (including penalties imposed or assessed by any judicial or administrative body and reasonable attorneys'' fees, consultants' whether or not arising out of Third Party Claims (as such term is defined below), and accountants' fees and disbursements, court costs, including all amounts paid in investigation, defense or settlement and expenses of investigation) incurred by Buyer the foregoing pursuant to this Section 5 (collectively, "Losses") providedresulting from, howeverbased upon or relating to: (a) any misrepresentation or breach, that Seller's obligations as of the Closing Date, of any representation or warranty of Seller contained in this Agreement, the Seller Disclosure Schedule, the other Transaction Documents or any other agreement or instrument furnished by Seller to indemnify Buyer pursuant to this Section, combined with any claims based on representations Agreement or warranties under this Agreement, shall be limited to an aggregate of $125,000, based upon, arising out of or otherwise in respect of:the other Transaction Documents; (ib) The breach of any representation, warranty, failure to perform any covenant or agreement of Seller contained in this Agreement Agreement, the other Transaction Documents or in any document agreement or other writing delivered instrument furnished by Seller to Buyer pursuant to this AgreementAgreement or the other Transaction Documents; (iic) Any liability any Excluded Assets or Excluded Liabilities (which, without limiting the general nature of the foregoing, shall include any claims by employees, former employees or consultants of Seller or the Business arising before or relating to the Closing (including claims for personal injuryseverance or severance-type payments); (d) the negligent acts or omissions of Seller in connection with the operations of the Business prior to the Closing or any Third Party Claim to the extent relating to the operations of the Business prior to the Closing, real property damage in each case regardless of whether such Losses occur post-Closing (but not including ordinary-course warranty claims or other loss arising from the Warranty Services); and (e) the failure to pay any act pre-Closing Taxes or omission occurring similar charges relating to the operations of the Business on or prior to the Closing Date related in (including any way to any product manufactured interest or distributed by the Winery to the extent that such losses exceed any insurance proceeds actually received by Buyer or the Company or by any party for the benefit of Buyer; (iii) To the extent of Seller's Best Knowledge (x) Hazardous Substances existing on, in or under the Real Property prior to or as of penalties arising after the Closing Date due and relating to the acts Taxes accruing on or omissions of the Company, Seller or their affiliates, directors, officers, employees, agents, contractors, or invitees ("Preexisting Hazardous Substances"), (y) Preexisting Hazardous Substances which have migrated or migrate at anytime (whether before or after prior to the Closing Date) from the Real Property, and (z) liabilities arising out of or related to Preexisting Hazardous Materials removed from the Real Property after the same have been removed from the Real Property; (iv) To the extent of Seller's Best Knowledge, Compliance with and/or violation or breach of any Environmental Law occurring at anytime (whether before or after the Closing Date) with respect to Preexisting Hazardous Substances; and (v) All taxes imposed on Seller or the Company regardless of when imposed for any period prior to and including the Closing Date, including any taxes arising from either the purchase and sale of the Winery Stock or the Assets to the extent such taxes are not reserved for on the Interim Balance Sheet; including, without limitation, consequential damages, damages for personal or bodily injury, property damage, damage to natural resources occurring on or off the Real Property, encumbrances, liens, defense costs of any claims (whether or not such claim is ultimately defeated), good faith settlements, losses attributable to the diminution of value or loss of use or use of any portion of the Real Property, and the cost of any reasonable remedial, removal, response, abatement, clean-up, investigative and monitoring costs and any other reasonable related costs and expenses, whether or not such Losses are known or unknown as of the date of this Agreement, contingent or otherwise, matured or unmatured, foreseeable or unforeseeable. Any action taken or expense incurred by Buyer at the direction of any governmental authority shall be deemed reasonable for purposes of this Section 10.1.

Obligation of Seller to Indemnify. After the Closing Date, Seller and Seller Parent shall indemnify Buyer jointly and severally indemnify, defend and hold harmless and, upon Buyer's request, defend Buyer, its affiliates, subsidiaries, Buyer and each Buyer Entity (and their respective directors, officers, employees, agents agents, Affiliates and assigns of each assigns) (the “Buyer Indemnified Parties”) from and against any claims, demands, causes of action, proceedings, all losses, liabilities, damages, deficiencies, interest, penalties, costs or expenses, judgments including interest and costs (including penalties imposed or assessed by any judicial or administrative body and reasonable attorneys'’ fees (other than any such fees related to any disputes with the other Parties under this Section 9), consultants' whether or not arising out of third-party claims, and accountants' fees and disbursements, court costs, including all amounts paid in investigation, defense or settlement and expenses of investigationthe foregoing pursuant to this Section 9 (“Losses”) incurred resulting from, based upon or relating to: (a) any misrepresentation or breach, as of the Closing Date, of any representation or warranty of Seller contained in this Agreement, the Seller Disclosure Schedules, the other Transaction Documents or any other agreement or instrument furnished by Buyer (collectively, "Losses") provided, however, that Seller's obligations Seller to indemnify Buyer pursuant to this Section, combined with any claims based on representations Agreement or warranties under this Agreement, shall be limited to an aggregate of $125,000, based upon, arising out of or otherwise in respect of:the other Transaction Documents; (ib) The breach of any representation, warranty, failure to perform any covenant or agreement of Seller contained in this Agreement Agreement, the other Transaction Documents or in any document agreement or other writing delivered instrument furnished by Seller to Buyer pursuant to this Agreement the other Transaction Documents; (c) any Excluded Assets or Excluded Liabilities, other than any Losses to the extent arising from or relating to any breaches by Buyer of the Transition Services Agreement; (d) (i) any violation of applicable law arising out of the failure by Seller or any of its Subsidiaries to Encrypt any Service Data received from any customer of the Business that operates in an industry in which the Encryption of such Service Data by such customer, and by Seller or its Subsidiaries in their provision of services to such customer in the operation of the Business, is required by law, and (ii) Any liability any other failure by Seller or any of Seller for personal injury, real property damage or other loss arising from its Subsidiaries to Encrypt any act or omission occurring on or prior to the Closing Date related in any way to any product manufactured or distributed Service Data (not including failures captured by the Winery to the extent that such losses exceed any insurance proceeds actually received by Buyer or the Company or by any party for the benefit of Buyerimmediately preceding subsection (i)); (iiie) To any failure to deliver the extent of Seller's Best Knowledge (x) Hazardous Substances existing on, in or under the Real Property prior to or as of the Closing Date due Transferred Patents and Transferred Trademarks to the acts or omissions Buyer Entities free and clear of the Company, Seller or their affiliates, directors, officers, employees, agents, contractors, or invitees all Liens ("Preexisting Hazardous Substances"other than Permitted Liens), (y) Preexisting Hazardous Substances which have migrated or migrate at anytime (whether before or after the Closing Date) from the Real Property, and (z) liabilities arising out of or related to Preexisting Hazardous Materials removed from the Real Property after the same have been removed from the Real Property; (iv) To the extent of Seller's Best Knowledge, Compliance with and/or violation or breach of any Environmental Law occurring at anytime (whether before or after the Closing Date) with respect to Preexisting Hazardous Substances; and (vf) All taxes imposed on Seller any misrepresentation or the Company regardless of when imposed for any period prior to and including the Closing Date, including any taxes arising from either the purchase and sale breach of the Winery Stock or the Assets representation and warranty of Seller set forth in Section 2.13(f). Notwithstanding anything to the extent such taxes are not reserved contrary, for on the Interim Balance Sheet; purposes of determining whether any misrepresentation or breach has occurred for the purposes of determining whether indemnification for Losses is available pursuant to this Section 9, any materiality qualifier or exception (including, without limitationbut not limited to, consequential damages“Seller Material Adverse Effect,” “all material respects,” “in any material respect,” “material,” “materially,” and similar terms and phrases) included in any applicable representation or warranty shall be disregarded and given no effect, damages for personal as if such materiality qualifier or bodily injury, property damage, damage to natural resources occurring on or off the Real Property, encumbrances, liens, defense costs of any claims (whether or exception were not such claim is ultimately defeated), good faith settlements, losses attributable to the diminution of value or loss of use or use of any portion of the Real Propertyincluded in, and the cost of any reasonable remedialdid not qualify or create an exception to, removal, response, abatement, clean-up, investigative and monitoring costs and any other reasonable related costs and expenses, whether such representation or not such Losses are known or unknown as of the date of this Agreement, contingent or otherwise, matured or unmatured, foreseeable or unforeseeable. Any action taken or expense incurred by Buyer at the direction of any governmental authority shall be deemed reasonable for purposes of this Section 10.1warranty.

Obligation of Seller to Indemnify. (a) From and after the Closing Date, subject to the provisions and limitations in this Article VIII, Seller shall indemnify Buyer indemnify, defend and hold harmless andBuyer and its directors, upon Buyer's requestmanagers, defend Buyer, its affiliates, subsidiaries, directorsmembers, officers, employees, Affiliates, agents and assigns of each representatives (collectively, the “Buyer Indemnified Parties”), from and against any claims, demands, causes of action, proceedings, losses, all liabilities, damagesTaxes, deficiencies, interest, penalties, expenses, judgments losses and costs (including damages and reasonable attorneys', consultants' and accountants' fees and disbursements’ fees, court costs, amounts paid in settlement costs and other out-of-pocket expenses of investigation) incurred by Buyer (collectively, "“Losses"”) providedsuffered or incurred by the Buyer Indemnified Parties to the extent arising out of, howeveror resulting from or relating to (i) the inaccuracy of any of the representations and warranties set forth in Article III, Article IV or made in any certificate delivered pursuant hereto when made or as of the Closing Date (or, in the case of any such representation or warranty that Seller's obligations is limited by its terms to indemnify Buyer pursuant the date hereof or another date, the inaccuracy as of such date) (and, other than with respect to this Sectionthe representations and warranty contained in (A) Sections 4.5(c) (Financial Statements), combined 4.16(a)(ii) (Material Contracts), 4.10(e) (Data Tape) and 4.7(a)(ii) and (b) (Absence of Certain Changes) and (B) Section 4.8(a) (Compliance with Laws) solely with respect to any claims based on representations inaccuracy in such representation and warranty which arises during period between the date hereof and Closing, without giving effect to any “materiality” or warranties under “Company Material Adverse Effect” qualifications or exceptions set forth therein), (ii) the failure of any member of the Seller Group to perform or fulfill any covenant or agreement of such member of the Seller Group contained in this Agreement, (iii) any Income Taxes imposed on the Company or any Company Subsidiary with respect to any Pre-Closing Tax Period, (iv) the consummation of the transactions contemplated by the Colony Merger Agreement or (v) any liabilities or obligations of Seller or its Affiliates to the extent not related to the Healthcare Portfolio; provided, that, with respect to any Loss suffered or incurred directly or indirectly by the Company and only indirectly suffered by Buyer or any of its Affiliates as a member of JV, the term “Loss” shall mean the percent of such Loss equal to the Buyer’s indirect ownership percentage of Newco (which, at Closing, shall be limited the Buyer Ownership Percentage) at the time of such Loss. (b) The right to an aggregate indemnification, reimbursement or other remedy based upon representations, warranties, covenants and agreements shall not be affected by any investigation conducted with respect to, or any knowledge actually acquired at any time, whether before or after the execution and delivery of $125,000this Agreement or the Closing Date, based upon, arising out with respect to the accuracy or inaccuracy of or otherwise in respect of: (i) The breach of compliance with any such representation, warranty, covenant or agreement of Seller contained in this Agreement or in any document or other writing delivered pursuant to this Agreement; (ii) Any liability of Seller for personal injury, real property damage or other loss arising from any act or omission occurring on or prior to the Closing Date related in any way to any product manufactured or distributed by the Winery to the extent that such losses exceed any insurance proceeds actually received by Buyer or the Company or by any party for the benefit of Buyer; (iii) To the extent of Seller's Best Knowledge (x) Hazardous Substances existing on, in or under the Real Property prior to or as of the Closing Date due to the acts or omissions of the Company, Seller or their affiliates, directors, officers, employees, agents, contractors, or invitees ("Preexisting Hazardous Substances"), (y) Preexisting Hazardous Substances which have migrated or migrate at anytime (whether before or after the Closing Date) from the Real Property, and (z) liabilities arising out of or related to Preexisting Hazardous Materials removed from the Real Property after the same have been removed from the Real Property; (iv) To the extent of Seller's Best Knowledge, Compliance with and/or violation or breach of any Environmental Law occurring at anytime (whether before or after the Closing Date) with respect to Preexisting Hazardous Substances; and (v) All taxes imposed on Seller or the Company regardless of when imposed for any period prior to and including the Closing Date, including any taxes arising from either the purchase and sale of the Winery Stock or the Assets to the extent such taxes are not reserved for on the Interim Balance Sheet; including, without limitation, consequential damages, damages for personal or bodily injury, property damage, damage to natural resources occurring on or off the Real Property, encumbrances, liens, defense costs of any claims (whether or not such claim is ultimately defeated), good faith settlements, losses attributable to the diminution of value or loss of use or use of any portion of the Real Property, and the cost of any reasonable remedial, removal, response, abatement, clean-up, investigative and monitoring costs and any other reasonable related costs and expenses, whether or not such Losses are known or unknown as of the date of this Agreement, contingent or otherwise, matured or unmatured, foreseeable or unforeseeable. Any action taken or expense incurred by Buyer at the direction of any governmental authority shall be deemed reasonable for purposes of this Section 10.1agreement.

Obligation of Seller to Indemnify. Subject to the limitations contained in Sections 7.1 and 7.7, Seller shall indemnify Buyer agrees to indemnify, defend and hold harmless and, upon Buyer's request, defend Buyer, its affiliates, subsidiariesPurchaser and the Company (and each of their respective officers, directors, officers, employees, agents Affiliates and assigns of each assigns) harmless from and against any claimsall Losses which may be asserted against, demands, causes of action, proceedings, losses, liabilities, damages, deficiencies, interest, penalties, expenses, judgments and costs (including reasonable attorneys', consultants' and accountants' fees and disbursements, court costs, amounts paid in settlement and expenses of investigation) imposed upon or incurred by Buyer any of them by reason of, resulting from, or in connection with the following: (collectively, "Losses"i) any inaccuracy in or breach of any representation or warranty of Seller contained in or made pursuant to this Agreement; provided, however, that Seller's obligations (A) the determination of whether such an inaccuracy or breach has occurred will disregard (I) materiality qualifiers, (II) knowledge qualifiers (other than those involving knowledge of contemplated or threatened acts or omissions of third parties) and (III) time limitations that limit disclosure in any representation and warranty to acts or omissions or facts or circumstances after a specified date; and (B) Seller shall not be required to indemnify Buyer Purchaser or the Company with respect to any representation or warranty relating to the collectibility of any Accounts Receivable of the Company provided that the Seller has paid Purchaser for such uncollected Accounts Receivable pursuant to Section 1.3(f) of this Agreement. (ii) any breach of any covenant or agreement contained in, made, or to be performed by Seller pursuant to this Section, combined with Agreement (including but not limited to any claims based on representations failure of Seller (A) to perform any of its obligations pursuant to Article 4 thereof or warranties under (B) to have caused the Company to take any action or to omit to take any action required pursuant to this Agreement, shall be ); (iii) any Undisclosed Liability; (iv) the operation of the Company prior to the Closing Date (including but not limited to an aggregate Losses arising by reason of $125,000(A) goods and services provided and sold by the Company prior to the Closing Date; and (B) acts or omissions of the Company and its employees occurring prior to the Closing Date); (v) [intentionally omitted;] (vi) any Tax Losses; or (vii) any of the following conditions or occurrences: (A) any cleanup, based uponremedial action, or Loss arising out of any Environmental Matter existing on or with respect to any of the Company's properties prior to the Closing Date to the extent remediation is required or reasonably necessary to avoid enforcement or Litigation with respect to any Environmental Law; (B) any Environmental Litigation (including any Third Party claim for personal injury), whether filed or commenced before or after Closing, arising out of or otherwise in with respect of: to an Environmental Matter or violation of an Environmental Law, which occurred or existed on or prior to the Closing Date; (iC) The breach any transportation, treatment, storage, disposal or recycling, on or before the Closing Date, by or on behalf of the Company or any Affiliate of the Company of any representationHazardous Substance that is not in compliance with Environmental Law; (D) any fine or penalty on account of, warrantyor with respect to, covenant any violation or agreement alleged violation of Seller contained any Environmental Law arising out of the ownership, use, condition or operation of any of the Company's properties prior to the Closing Date; (E) any Liability existing on or as of the Closing Date to modify, restore, change or improve any of the Company's properties in order to effectuate compliance with any applicable Environmental Law or environmental Order; or (F) the removal of any and all asbestos or asbestos-containing materials which were located on any of the Company's properties in violation of any Environmental Law on or prior to the Closing Date. Without limiting the generality of the foregoing, and anything to the contrary in this Agreement notwithstanding, it is the intention and agreement of the parties hereto that Seller shall be and remain strictly Liable with respect to any Loss to the Company or in any document or other writing delivered pursuant to this Agreement; (ii) Any liability of Seller for personal injury, real property damage or other loss arising Purchaser which may result from any act Environmental Matter existing on or omission occurring with respect to any of the Company's properties in violation of any Environmental Law on or prior to the Closing Date related in and any way Environmental Litigation which may now exist or which may hereafter arise with respect thereto, and that such Liability shall be strictly imposed on Seller regardless of any investigation or environmental audit or survey that may have been conducted by or on behalf of Purchaser prior to any product manufactured or distributed the Closing Date. Since following the Closing, the Company will be owned by the Winery Purchaser, Seller acknowledges and agrees that (x) any Loss sustained by the Company with respect to the extent that such losses exceed any insurance proceeds actually received a matter indemnifiable pursuant to this Section 7.2 may be recoverable against Seller by Buyer or either the Company or by any party for the benefit of Buyer; (iii) To the extent of Seller's Best Knowledge (x) Hazardous Substances existing on, in or under the Real Property prior to or as of the Closing Date due to the acts or omissions of the Company, Seller or their affiliates, directors, officers, employees, agents, contractors, or invitees ("Preexisting Hazardous Substances"), Purchaser and (y) Preexisting Hazardous Substances which have migrated or migrate at anytime (whether before or after the Closing Date) from the Real Property, and (z) liabilities arising out of or related to Preexisting Hazardous Materials removed from the Real Property after the same have been removed from the Real Property; (iv) To the extent of Seller's Best Knowledge, Compliance with and/or violation or breach of any Environmental Law occurring at anytime (whether before or after the Closing Date) with respect to Preexisting Hazardous Substances; and (v) All taxes imposed on Seller or recovery against the Company regardless by Purchaser after Closing will be against Seller and that in no such case shall Seller have any right of when imposed for any period prior to and including the Closing Datereimbursement or contribution, including any taxes arising from either the purchase and sale of the Winery Stock or the Assets to the extent such taxes are not reserved for on the Interim Balance Sheet; including, without limitation, consequential damages, damages for personal or bodily injury, property damage, damage to natural resources occurring on or off the Real Property, encumbrances, liens, defense costs of any claims (whether or not such claim is ultimately defeated), good faith settlements, losses attributable to the diminution of value or loss of use or use of any portion of the Real Property, and the cost of any reasonable remedial, removal, response, abatement, clean-up, investigative and monitoring costs and any other reasonable related costs and expenses, whether or not such Losses are known or unknown as of the date of this Agreement, contingent by subrogation or otherwise, matured against the Company. Further, Losses suffered by the Company by reason of or unmaturedin connection with breaches of representations, foreseeable warranties, covenants or unforeseeable. Any action taken agreements of Seller contained in or expense incurred by Buyer at made pursuant to this Agreement or the direction of any governmental authority Other Agreements shall be deemed reasonable for purposes of specifically actionable by the Company (as well as by Purchaser) to the same extent as if the Company were a party to this Section 10.1Agreement.

Obligation of Seller to Indemnify. Seller shall hereby agrees to indemnify Buyer and hold harmless andBuyer, upon Buyer's request, defend Affiliates and Buyer, 's and its affiliates, subsidiaries, Affiliates' directors, officersofficers and employees (collectively the "Buyer Indemnified Parties") against, employeesand to protect, agents save and assigns keep harmless the Buyer Indemnified Parties from, and to assume liability for, payment of each from and against any claimsall liabilities, demands, causes of action, proceedingsobligations, losses, liabilities, damages, deficiencies, interest, penalties, expensesclaims, judgments actions, suits, judgments, settlements, out-of-pocket costs, expenses and costs disbursements (including reasonable costs of investigation, and reasonable attorneys', consultantsaccountants' and accountantsexpert witnesses' fees fees) of whatever kind and disbursements, court costs, amounts paid in settlement and expenses of investigation) incurred by Buyer nature (collectively, collectively "Losses") provided, however), that Seller's obligations to indemnify may be imposed on or incurred by the Buyer pursuant to this Section, combined with any claims based on representations or warranties under this Agreement, shall be limited to an aggregate of $125,000, based upon, Indemnified Parties arising out of or otherwise in respect of: (i) The breach the failure of any representationrepresentation or warranty by Seller contained in Section 4.1, warrantyor in any certificate or instrument delivered by Seller hereunder, to be true in any material respect (except to the extent that the representation is already qualified by materiality, in which case such indemnification shall apply to the failure of such representation to be true in any respect), or any material breach (except to the extent that the representation is already qualified by materiality, in which case such indemnification shall apply to any breach) by Seller of a warranty contained in Section 4.1 or in any certificate or instrument delivered hereunder, (ii) any failure by Seller to comply with or perform any agreement or covenant or agreement of Seller contained in this Agreement or in any document or other writing delivered pursuant to this Agreement; (ii) Any liability of Seller for personal injury, real property damage or other loss arising from any act or omission occurring on or prior to the Closing Date related in any way to any product manufactured or distributed by the Winery to the extent that such losses exceed any insurance proceeds actually received by Buyer or the Company or by any party for the benefit of Buyer; (iii) To liabilities (other than Assumed Liabilities) arising from operation of the extent Business or ownership of Seller's Best Knowledge (x) Hazardous Substances existing on, in or under the Real Property Purchased Assets prior to or as of the Closing Date due to the acts or omissions of the Company, Seller or their affiliates, directors, officers, employees, agents, contractors, or invitees ("Preexisting Hazardous Substances"), (y) Preexisting Hazardous Substances which have migrated or migrate at anytime (whether before or after the Closing Date) from the Real Property, and (z) liabilities arising out of or related to Preexisting Hazardous Materials removed from the Real Property after the same have been removed from the Real Property; (iv) To the extent of Seller's Best Knowledge, Compliance with and/or violation or breach of any Environmental Law occurring at anytime (whether before or after the Closing Date) with respect to Preexisting Hazardous Substances; and (v) All taxes imposed on Seller or the Company regardless of when imposed for any period prior to and including the Closing Date, including without limitation all Retained Liabilities or (iv) liabilities in respect of any taxes arising from either employee benefit policies, plans, arrangements, practices or agreements of Seller as well as any and all liabilities under Title IV of ERISA that may be imposed on the purchase and sale of the Winery Stock Buyer Indemnified Parties or the Purchased Assets to the extent such taxes are not reserved for on the Interim Balance Sheet; including, without limitation, consequential damages, damages for personal or bodily injury, property damage, damage to natural resources occurring on or off the Real Property, encumbrances, liens, defense costs as a result of any claims (whether or not such claim is ultimately defeated), good faith settlements, losses attributable to the diminution being a member of value or loss of use or use of any portion of the Real Property, and the cost of any reasonable remedial, removal, response, abatement, clean-up, investigative and monitoring costs and any other reasonable related costs and expenses, whether or not such Losses are known or unknown as of the date of this Agreement, contingent or otherwise, matured or unmatured, foreseeable or unforeseeable. Any action taken or expense incurred by Buyer at the direction of any governmental authority shall be deemed reasonable Seller's controlled group for purposes of this Section 10.1414 of the Code.

Obligation of Seller to Indemnify. Subject to the provisions of Section 5.5, Seller shall hereby agrees to indemnify Buyer Purchaser and hold harmless and, upon Buyer's request, defend Buyer, its affiliates, subsidiaries, directors, officers, employeesdirectors and affiliates (including the Companies, agents but not including any of Xxxxxx Xxxxxx, Xxxxxx Xxxxxx or Xxxxx Xxxxx with respect to breaches of representations or warranties relating to the knowledge of any of Xxxxxx Xxxxxx, Xxxxxx Xxxxxx or Xxxxx Xxxxx) (individually, a "PURCHASER INDEMNIFIED PARTY" and assigns collectively, the "PURCHASER INDEMNIFIED PARTIES") against, and to protect, save and keep harmless the Purchaser Indemnified Parties from, and to pay on behalf of each from or reimburse the Purchaser Indemnified Parties as and against when incurred for, any claimsand all liabilities, demands, causes of action, proceedingsobligations, losses, liabilities, damages, deficienciespenalties, claims, actions, suits, judgments, settlements, interest, penaltiesout-of-pocket costs, expenses, judgments expenses and costs disbursements (including reasonable costs of investigation, and reasonable attorneys', consultantsaccountants' and accountantsexpert witnesses' fees fees) of whatever kind and disbursements, court costs, amounts paid in settlement and expenses of investigation) incurred by Buyer nature (collectively, "LossesLOSSES") provided, however), that Seller's obligations to indemnify Buyer pursuant to this Sectionmay be imposed on or incurred by any Purchaser Indemnified Party as a consequence of, combined with any claims based on representations in connection with, incident to, resulting from or warranties under this Agreement, shall be limited to an aggregate of $125,000, based upon, arising out of or otherwise in respect any way related to or by virtue of: : (ia) The any misrepresentation, inaccuracy or breach of any representationrepresentation or warranty contained in Article 2 hereof or in any certificate delivered by Seller at the Closing; (b) any breach of or failure by Seller to comply with, warrantyperform or discharge any obligation, agreement or covenant or agreement of by Seller contained in this Agreement and (c) any item set forth on Section 5.2(c) of the Disclosure Schedule. The term "Losses" as used herein is not limited to matters asserted by third parties against an Indemnified Party (as hereinafter defined) but includes Losses incurred or sustained by an Indemnified Party in any document the absence of third party claims; PROVIDED, HOWEVER that the term "Losses" as used herein does not include special, consequential, incidental or other writing delivered pursuant to punitive damages. None of the provisions of this Agreement; (ii) Any liability of Seller for personal injury, real property damage or other loss arising from any act or omission occurring on or prior Article 5 shall apply to the Closing Date related in any way to any product manufactured claims, obligations, liabilities, covenants and representations under Section 2.13 or distributed Section 4.2, which shall be governed solely by the Winery to the extent that such losses exceed any insurance proceeds actually received by Buyer or the Company or by any party for the benefit terms of Buyer; (iii) To the extent of Seller's Best Knowledge (x) Hazardous Substances existing on, in or under the Real Property prior to or as of the Closing Date due to the acts or omissions of the Company, Seller or their affiliates, directors, officers, employees, agents, contractors, or invitees ("Preexisting Hazardous Substances"), (y) Preexisting Hazardous Substances which have migrated or migrate at anytime (whether before or after the Closing Date) from the Real Property, and (z) liabilities arising out of or related to Preexisting Hazardous Materials removed from the Real Property after the same have been removed from the Real Property; (iv) To the extent of Seller's Best Knowledge, Compliance with and/or violation or breach of any Environmental Law occurring at anytime (whether before or after the Closing Date) with respect to Preexisting Hazardous Substances; and (v) All taxes imposed on Seller or the Company regardless of when imposed for any period prior to and including the Closing Date, including any taxes arising from either the purchase and sale of the Winery Stock or the Assets to the extent such taxes are not reserved for on the Interim Balance Sheet; including, without limitation, consequential damages, damages for personal or bodily injury, property damage, damage to natural resources occurring on or off the Real Property, encumbrances, liens, defense costs of any claims (whether or not such claim is ultimately defeated), good faith settlements, losses attributable to the diminution of value or loss of use or use of any portion of the Real Property, and the cost of any reasonable remedial, removal, response, abatement, clean-up, investigative and monitoring costs and any other reasonable related costs and expenses, whether or not such Losses are known or unknown as of the date of this Agreement, contingent or otherwise, matured or unmatured, foreseeable or unforeseeable. Any action taken or expense incurred by Buyer at the direction of any governmental authority shall be deemed reasonable for purposes of this Section 10.14.2.

Obligation of Seller to Indemnify. After the Closing Date, Seller shall indemnify Buyer indemnify, defend and hold harmless and, upon Buyer's request, defend Buyer, Buyer (and its affiliates, subsidiaries, directors, officers, employees, agents agents, Affiliates and assigns of each assigns) from and against any claims, demands, causes of action, proceedings, all losses, liabilities, damages, deficiencies, interest, penalties, costs or expenses, judgments including interest and costs (including penalties imposed or assessed by any judicial or administrative body and reasonable attorneys'' fees, consultants' whether or not arising out of Third Party Claims (as such term is defined below), and accountants' fees and disbursements, court costs, including all amounts paid in investigation, defense or settlement and expenses of investigation) incurred by Buyer the foregoing pursuant to this Section 5 (collectively, "Losses") providedresulting from, howeverbased upon or relating to: (a) any misrepresentation or breach, that Seller's obligations as of the Closing Date, of any representation or warranty of Seller contained in this Agreement, the Seller Disclosure Schedule, the other Transaction Documents or any other agreement or instrument furnished by Seller to indemnify Buyer pursuant to this Section, combined with any claims based on representations Agreement or warranties under this Agreement, shall be limited to an aggregate of $125,000, based upon, arising out of or otherwise in respect of:the other Transaction Documents; (ib) The breach of any representation, warranty, failure to perform any covenant or agreement of Seller contained in this Agreement Agreement, the other Transaction Documents or in any document agreement or other writing delivered instrument furnished by Seller to Buyer pursuant to this AgreementAgreement or the other Transaction Documents; (iic) Any liability any Excluded Assets or Excluded Liabilities (which, without limiting the general nature of the foregoing, shall include any claims by employees, former employees or consultants of Seller or the Business arising before or relating to the Closing (including claims for personal injuryseverance or severance-type payments); (d) the negligent acts or omissions of Seller in connection with the operations of the Business prior to the Closing or any Third Party Claim to the extent relating to the operations of the Business prior to the Closing, real property damage in each case regardless of whether such Losses occur post-Closing (but not including ordinary-course warranty claims); and (e) the failure to pay any pre-Closing Taxes or other loss arising from any act or omission occurring similar charges relating to the operations of the Business on or prior to the Closing Date related in (including any way to any product manufactured interest or distributed by the Winery to the extent that such losses exceed any insurance proceeds actually received by Buyer or the Company or by any party for the benefit of Buyer; (iii) To the extent of Seller's Best Knowledge (x) Hazardous Substances existing on, in or under the Real Property prior to or as of penalties arising after the Closing Date due and relating to the acts Taxes accruing on or omissions of the Company, Seller or their affiliates, directors, officers, employees, agents, contractors, or invitees ("Preexisting Hazardous Substances"), (y) Preexisting Hazardous Substances which have migrated or migrate at anytime (whether before or after prior to the Closing Date) from the Real Property, and (z) liabilities arising out of or related to Preexisting Hazardous Materials removed from the Real Property after the same have been removed from the Real Property; (iv) To the extent of Seller's Best Knowledge, Compliance with and/or violation or breach of any Environmental Law occurring at anytime (whether before or after the Closing Date) with respect to Preexisting Hazardous Substances; and (v) All taxes imposed on Seller or the Company regardless of when imposed for any period prior to and including the Closing Date, including any taxes arising from either the purchase and sale of the Winery Stock or the Assets to the extent such taxes are not reserved for on the Interim Balance Sheet; including, without limitation, consequential damages, damages for personal or bodily injury, property damage, damage to natural resources occurring on or off the Real Property, encumbrances, liens, defense costs of any claims (whether or not such claim is ultimately defeated), good faith settlements, losses attributable to the diminution of value or loss of use or use of any portion of the Real Property, and the cost of any reasonable remedial, removal, response, abatement, clean-up, investigative and monitoring costs and any other reasonable related costs and expenses, whether or not such Losses are known or unknown as of the date of this Agreement, contingent or otherwise, matured or unmatured, foreseeable or unforeseeable. Any action taken or expense incurred by Buyer at the direction of any governmental authority shall be deemed reasonable for purposes of this Section 10.1.

Obligation of Seller to Indemnify. (a) Subject to the terms and conditions of this Article IX, from and after the Closing, Seller shall agrees to indemnify Buyer and hold harmless and, upon Buyer's request, defend Buyer, its affiliatesAffiliates (including the Company), subsidiariesand their respective managers, officers, directors, officersemployees, employeesadvisors (including attorneys, accountants, consultants and financial advisors), equityholders, successors, assigns, agents and assigns of each from representatives (collectively, the “Buyer Indemnified Parties”) in respect of, and against hold the Buyer Indemnified Parties harmless against, any claimsand all losses, suits, proceedings, judgments, fines, awards, penalties, demands, causes of action, proceedings, lossesassessments, liabilities, Taxes, damages, deficienciesclaims, deficiencies and all expenses, including interest, penalties, expenses, judgments penalties and costs (including reasonable attorneys', consultants' ’ and accountants' ’ fees and disbursementsdisbursements (each, court costs, amounts paid in settlement and expenses of investigation) incurred by Buyer (collectively, "Losses") provided, however, that Seller's obligations to indemnify Buyer pursuant to this Section, combined with any claims based on representations or warranties under this Agreement, shall be limited to an aggregate of $125,000a “Loss”), based upon, arising out of resulting from or otherwise in respect of: : (i) The any breach of any representation, warranty, covenant or agreement of Fundamental Seller contained Representation by Seller in this Agreement or in any document or other writing delivered pursuant to this Agreement; (ii) Any liability of Seller for personal injury, real property damage or other loss arising from any act or omission occurring on or prior to the Closing Date related in any way to any product manufactured or distributed by the Winery to the extent that such losses exceed any insurance proceeds actually received by Buyer or the Company or by any party for the benefit of Buyer; (iii) To the extent of Seller's Best Knowledge (x) Hazardous Substances existing on, in or under the Real Property prior to or Article IV as of the Closing Date due as if made on and as of the Closing Date (or, if made as of a specific date, as of such specified date); (ii) any breach or nonperformance of Section 6.2 or any covenants or agreements of Seller in this Agreement to be performed after the Closing; (iii) any Indemnified Taxes; (iv) any Benefit Plan or other employee benefit or compensation plan maintained, sponsored or contributed to by Seller or any of its Affiliates (in each case, other than any Company Plan) (including Losses resulting from or otherwise in respect of the matter disclosed at Section 4.10(c) of the Company Disclosure Schedule); (v) the matter set forth on Section 9.2(a)(v) of the Company Disclosure Schedule (the “Specified Claim”) and (vi) the matters set forth on Section 9.2(a)(vi) of the Company Disclosure Schedule (the “Special Claims”). (b) The obligation of Seller to indemnify the Buyer Indemnified Parties for Losses pursuant to this Section 9.2 is subject to the acts or omissions following limitations (in addition to those set forth in Section 9.5): (i) in no event shall the aggregate amount of Losses for which Seller is obligated to indemnify the CompanyBuyer Indemnified Parties pursuant to Section 9.2 (other than with respect to the Specified Claim and fraud) exceed the Base Purchase Price; (ii) in no event shall Seller have an obligation to indemnify the Buyer Indemnified Parties pursuant to Section 9.2(a)(vi) until the Buyer Indemnified Parties have incurred Losses in excess of $1,000,000 in the aggregate pursuant thereto, and then only to the extent of such excess (subject to the immediately following clause (iii)); (iii) in no event shall the aggregate amount of Losses for which Seller or their affiliates, directors, officers, employees, agents, contractors, or invitees is obligated to indemnify the Buyer Indemnified Parties pursuant to Section 9.2(a)(vi) exceed $5,000,000; and ("Preexisting Hazardous Substances"iv) except with respect to indemnification pursuant to Sections 9.2(a)(iii), (y9.2(a)(iv), 9.2(a)(v), 9.2(a)(vi) Preexisting Hazardous Substances which have migrated or migrate at anytime (whether before fraud, in no event shall Seller be required to provide indemnification to any Buyer Indemnified Party for any single claim or after the Closing Date) from the Real Property, and (z) liabilities aggregated claims arising out of or related to Preexisting Hazardous Materials removed from the Real Property after substantially the same have been removed from events or circumstances pursuant to Section 9.2 unless the Real Property; amount of such claim or aggregated claims arising out of substantially the same events or circumstances exceeds $20,000 (ivthe “De Minimis Amount”) To (and the extent amount of Seller's Best Knowledge, Compliance with and/or violation or breach of any Environmental Law occurring at anytime (whether before or after the Closing Date) Losses with respect to Preexisting Hazardous Substances; and (v) All taxes imposed on Seller or such claims that do not exceed the Company regardless of when imposed for any period prior to and including the Closing Date, including any taxes arising from either the purchase and sale of the Winery Stock or the Assets to the extent such taxes are De Minimis Amount shall not reserved for on the Interim Balance Sheet; including, without limitation, consequential damages, damages for personal or bodily injury, property damage, damage to natural resources occurring on or off the Real Property, encumbrances, liens, defense costs of any claims (whether or not such claim is ultimately defeated), good faith settlements, losses attributable to the diminution of value or loss of use or use of any portion of the Real Property, and the cost of any reasonable remedial, removal, response, abatement, clean-up, investigative and monitoring costs and any other reasonable related costs and expenses, whether or not such Losses are known or unknown as of the date of this Agreement, contingent or otherwise, matured or unmatured, foreseeable or unforeseeable. Any action taken or expense incurred by Buyer at the direction of any governmental authority shall be deemed reasonable aggregated for purposes of the foregoing clause (i)). Notwithstanding anything to the contrary in this Agreement and for the avoidance of doubt, in no event shall the obligation of Seller to indemnify the Buyer Indemnified Parties for Losses pursuant to Section 9.2(a)(v) be limited by operation of this Section 10.19.2(b).

Obligation of Seller to Indemnify. Notwithstanding anything in this Agreement to the contrary, Seller shall have no liability under this Agreement to make any indemnification under this Article 8 unless (i) Purchaser has first suffered Damages in excess of Two Hundred Thousand ($200,000.00) Dollars (the "Deductible"), in which case Seller's obligation to indemnify Buyer shall be for Damages in excess of the Deductible and hold harmless and(ii) Seller receives notice in writing from the indemnified party of such party's claim under said indemnity on or before the third anniversary of the Closing Date. Notwithstanding anything in this Agreement to the contrary, upon Buyer's requestthe maximum amount for which Seller can be liable for a claim for indemnification by all indemnified parties under this Agreement shall, defend Buyerin the aggregate, be Seven Million Five Hundred Thousand ($7,500,000.00) Dollars (the "Cap"). Purchaser acknowledges and agrees that Kevin Sheehan, individually, xxxxx xxxx xx personal Liability to make any indemnification payments to Purchaser or its affiliatesAffiliates except to set forth, subsidiariesif at all, directorsin the Consulting Agreement and that Kevin Sheehan shall have no Lxxxxxxxx xx xeturn or refund any distributions received from the Seller. Subject to the foregoing, Seller agrees to indemnify Purchaser and its officers, Board of Directors, Representatives, employees, agents counsel, agents, Affiliates and assigns against, and hold each of each from and against any claimsthem harmless from, demandsall Losses asserted against, causes of action, proceedings, losses, liabilities, damages, deficiencies, interest, penalties, expenses, judgments and costs (including reasonable attorneys', consultants' and accountants' fees and disbursements, court costs, amounts paid in settlement and expenses of investigation) imposed upon or incurred by Buyer (collectivelyany of the foregoing by reason of, "Losses") provided, however, that Seller's obligations to indemnify Buyer pursuant to this Section, combined with any claims based on representations or warranties under this Agreement, shall be limited to an aggregate of $125,000, based uponresulting from, arising out of of, based upon or otherwise in respect of:of the following; (ia) The breach of any representation, warranty, covenant or agreement of Seller contained in this Agreement or inaccuracy in any document representation or other writing delivered warranty made by Seller pursuant to Article 5 of this Agreement; (iib) Any liability any Default of any covenant or agreement made or to be performed by Seller for personal injury, real property damage or other loss arising from any act its Affiliates pursuant to this Agreement or omission occurring on or prior the Other Agreements; provided such Default shall not be subject to the Closing Date related in any way to any product manufactured or distributed Deductible nor limited by the Winery to the extent that such losses exceed any insurance proceeds actually received by Buyer or the Company or by any party for the benefit of Buyer; (iii) To the extent of Seller's Best Knowledge (x) Hazardous Substances existing on, in or under the Real Property prior to or as of the Closing Date due to the acts or omissions of the Company, Seller or their affiliates, directors, officers, employees, agents, contractors, or invitees ("Preexisting Hazardous Substances"), (y) Preexisting Hazardous Substances which have migrated or migrate at anytime (whether before or after the Closing Date) from the Real Property, and (z) liabilities arising out of or related to Preexisting Hazardous Materials removed from the Real Property after the same have been removed from the Real Property; (iv) To the extent of Seller's Best Knowledge, Compliance with and/or violation or breach of any Environmental Law occurring at anytime (whether before or after the Closing Date) with respect to Preexisting Hazardous SubstancesCap; and (vc) All taxes imposed on any Liability of Seller unless assumed by Purchaser pursuant to the terms of this Agreement or the Company regardless of when imposed for any period prior to and including the Closing DateTransactional Document, including any taxes arising from either the purchase and sale of the Winery Stock or the Assets without limitation all Liabilities not assumed by Purchaser pursuant to Article 3; provided such shall not be subject to the extent such taxes are not reserved for on Deductible nor limited by the Interim Balance Sheet; including, without limitation, consequential damages, damages for personal or bodily injury, property damage, damage to natural resources occurring on or off the Real Property, encumbrances, liens, defense costs of any claims (whether or not such claim is ultimately defeated), good faith settlements, losses attributable to the diminution of value or loss of use or use of any portion of the Real Property, and the cost of any reasonable remedial, removal, response, abatement, clean-up, investigative and monitoring costs and any other reasonable related costs and expenses, whether or not such Losses are known or unknown as of the date of this Agreement, contingent or otherwise, matured or unmatured, foreseeable or unforeseeable. Any action taken or expense incurred by Buyer at the direction of any governmental authority shall be deemed reasonable for purposes of this Section 10.1Cap.

Obligation of Seller to Indemnify. Subject to the terms and conditions of this Article XI, from and after the Closing, Seller shall agrees to indemnify Buyer and hold harmless and, upon Buyer's request, defend Buyer, its affiliates, subsidiariesAffiliates and their respective officers, directors, officers, employees, agents agents, successors and assigns of each from in respect of, and against hold them harmless against, any claims, demands, causes of action, proceedings, and all losses, liabilities, damages, deficienciesclaims, and all expenses, howsoever arising, including interest, penalties, expenses, judgments penalties and costs (including reasonable attorneys', consultants' ’ and accountants' ’ fees and disbursementsdisbursements (each, court costsa “Loss”), amounts paid in settlement and expenses of investigation) suffered, sustained or incurred by Buyer (collectively, "Losses") provided, however, that Seller's obligations to indemnify Buyer pursuant to this Section, combined with any claims based on representations or warranties under this Agreement, shall be limited to an aggregate of $125,000, based upon, resulting from, arising out of or otherwise in respect of: (ia) The any inaccuracy in or breach of any representation, warranty, covenant or agreement of Warranty made by Seller contained in this Agreement or any certificate delivered hereunder (determined without regard to any qualification or exception contained therein relating to materiality or Material Adverse Effect or similar qualification or standard); (b) any breach or nonperformance of any covenants, obligations or agreements made by Seller in any document or other writing delivered pursuant to this Agreement; (iic) Any liability any Transaction Costs not paid by the Seller, the Company or any of Seller for personal injury, real property damage the Company Subsidiaries prior to Closing and not taken into account in determining the Purchase Price; (d) any Closing Indebtedness not taken into account in determining the Purchase Price; (e) any Taxes of the Company or other loss arising from any act Company Subsidiary relating to any Tax period or omission occurring portion thereof ending on or before the Closing Date; or (f) the existence, ownership or operation of the Excluded Subsidiaries prior to the Closing Date (including arising from or related in any way to any product manufactured or distributed by the Winery to the extent that such losses exceed any insurance proceeds actually received by Buyer or the Company or by any party for the benefit of Buyer; (iii) To the extent of Seller's Best Knowledge (x) Hazardous Substances existing on, in or under the Real Property prior to or as of the Closing Date due to the acts or omissions of the Company, Seller or their affiliates, directors, officers, employees, agents, contractors, or invitees ("Preexisting Hazardous Substances"Taxes), (y) Preexisting Hazardous Substances which have migrated or migrate at anytime (whether before arising before, on or after the Closing Date, including the distribution or transfer of such entities to Seller or one or more of its Affiliates prior to Closing and including any liabilities or obligations of the Company under the OPIS Guarantee, but excluding with respect to the rights and obligations of the parties to and under the (i) from GasBuddy Marketing Agreement, (ii) that certain Data License Agreement, dated January 1, 2016, between the Real PropertyCompany and GasBuddy/OpenStore, LLC, and (ziii) liabilities arising out of or related that certain side letter for professional services to Preexisting Hazardous Materials removed from the Real Property after the same have been removed from the Real Property; (iv) To the extent of Seller's Best Knowledge, Compliance with and/or violation or breach of any Environmental Law occurring at anytime (whether before or after the Closing Date) with respect to Preexisting Hazardous Substances; and (v) All taxes imposed on Seller or be entered into between the Company regardless of when imposed for any period prior and GasBuddy/OpenStore, LLC at Closing, in the form provided to and including the Closing Date, including any taxes arising from either the purchase and sale of the Winery Stock or the Assets to the extent such taxes are not reserved for on the Interim Balance Sheet; including, without limitation, consequential damages, damages for personal or bodily injury, property damage, damage to natural resources occurring on or off the Real Property, encumbrances, liens, defense costs of any claims (whether or not such claim is ultimately defeated), good faith settlements, losses attributable to the diminution of value or loss of use or use of any portion of the Real Property, and the cost of any reasonable remedial, removal, response, abatement, clean-up, investigative and monitoring costs and any other reasonable related costs and expenses, whether or not such Losses are known or unknown as of the date of this Agreement, contingent or otherwise, matured or unmatured, foreseeable or unforeseeable. Any action taken or expense incurred by Buyer at the direction of any governmental authority shall be deemed reasonable for purposes of this Section 10.1Buyer.

Obligation of Seller to Indemnify. Other than in respect of Taxes, indemnification for which shall be governed solely by Article VI hereof, Seller shall indemnify Buyer indemnify, defend and hold harmless andPurchaser, upon Buyer's request, defend Buyer, together with its affiliates, subsidiariesofficers, directors, officersemployees, employeesAffiliates, successors, permitted assigns, agents and assigns of each representatives, from and against any and all losses, judgments, claims, demands, causes of action, proceedings, losses, liabilitiesawards, damages, deficienciessettlements, costs, interest, penalties, deficiencies and expenses, judgments including, without limitation, court costs and costs (including reasonable attorneys', consultants' and accountants' fees and disbursements, court costs, amounts paid in settlement and expenses of investigation) incurred by Buyer (collectively, "LossesDamages") provided, however, that Seller's obligations to indemnify Buyer pursuant to this Section, combined with any claims based on representations or warranties under this Agreement, shall be limited to an aggregate of $125,000, based upon), arising out of of, resulting from or otherwise in respect of: relating to the following: (i) The breach of any representation, warranty, covenant representation or agreement warranty of Seller contained herein; (ii) any breach or non-performance of any of the covenants or agreements of Seller contained in this Agreement Agreement; (iii) the business of RSA SLISI prior to the Closing or in any document other business of Seller related to the business of RSA SLISI, or any act, omission, debt obligation or liability of Seller, its agents, contractors, employees, officers or directors; (iv) any and all such claims, losses, judgments, awards, damages, settlements, costs, interest, penalties, deficiencies and expenses, which are brought, levied or held against RSA SLISI, Purchaser or its Affiliates resulting from or relating to the employment of any person by, or the provision of services by any person to, the RSA SLISI, including by way of illustration and not by way of limitation, claims based upon discrimination on the basis of race, gender, color, religion, national origin, age, disability, or other writing delivered pursuant protected classification, the failure to this Agreement; (ii) Any liability of Seller for personal injurypay any wages, real property damage compensation or other loss arising benefits payable or due to any such person, the failure to deduct or collect any and all employment taxes and withholdings, the failure to recognize veteran's rights or the harassment of any person, occurring on or before Closing Date; (v) any and all such claims, losses, judgments, awards, damages, settlements, costs, interest, penalties, deficiencies and expenses, which are brought, levied or held against RSA SLISI resulting from or relating to any "employee benefit plan," within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended, and any other employee benefit, fringe benefit, deferred or incentive compensation plan, fund, program, policy, arrangement or practice (each a "Plan") which has ever been maintained, sponsored or contributed to, or to which contributions were ever required to be made by, Seller, RSA SLISI or any person treated as a single employer with Seller or RSA SLISI under Section 414(b), (c), (m) or (o) of the Internal Revenue Code of 1986, as amended, with respect to any act or omission occurring on at any time (other than any claim relating to, resulting from or prior to the Closing Date related in arising out of any way to Plan of Purchaser or any product manufactured of its Affiliates and involving any act or distributed by the Winery to the extent that such losses exceed any insurance proceeds actually received by Buyer or the Company or by any party for the benefit of Buyer; (iii) To the extent of Seller's Best Knowledge (x) Hazardous Substances existing on, in or under the Real Property prior to or as of the Closing Date due to the acts or omissions of the Company, Seller or their affiliates, directors, officers, employees, agents, contractors, or invitees ("Preexisting Hazardous Substances"), (y) Preexisting Hazardous Substances which have migrated or migrate at anytime (whether before or omission after the Closing Date); or (vi) from any and all actions, orders, writs, injunctions, judgments or decrees outstanding or any claims, suits, litigations, proceedings, arbitrations, inquiries, governmental audits or investigations (collectively, "Actions"), judgments, costs and expenses incidental to the Real Propertyforegoing. For purposes of the indemnification provided in Section 8.2, in determining whether the representations and (z) liabilities arising out warranties of or related to Preexisting Hazardous Materials removed from the Real Property after the same Seller have been removed from breached, no effect will be given to any materiality qualifier set forth in the Real Property; (iv) To the extent of Seller's Best Knowledge, Compliance with and/or violation or breach of any Environmental Law occurring at anytime (whether before or after the Closing Date) with respect to Preexisting Hazardous Substances; and (v) All taxes imposed on Seller or the Company regardless of when imposed for any period prior to representations and including the Closing Date, including any taxes arising from either the purchase and sale of the Winery Stock or the Assets to the extent such taxes are not reserved for on the Interim Balance Sheet; including, without limitation, consequential damages, damages for personal or bodily injury, property damage, damage to natural resources occurring on or off the Real Property, encumbrances, liens, defense costs of any claims (whether or not such claim is ultimately defeated), good faith settlements, losses attributable to the diminution of value or loss of use or use of any portion of the Real Property, and the cost of any reasonable remedial, removal, response, abatement, clean-up, investigative and monitoring costs and any other reasonable related costs and expenses, whether or not such Losses are known or unknown as of the date of this Agreement, contingent or otherwise, matured or unmatured, foreseeable or unforeseeable. Any action taken or expense incurred by Buyer at the direction of any governmental authority shall be deemed reasonable for purposes of this Section 10.1warranties.

Obligation of Seller to Indemnify. (a) Subsequent to the Effective Time, Seller shall indemnify Buyer and hold harmless and, upon Buyer's request, defend Buyer, its affiliates, subsidiaries, directors, officers, employees, agents Parent and assigns of each from and against any claims, demands, causes of action, proceedings, losses, liabilities, damages, deficiencies, interest, penalties, expenses, judgments and costs (including reasonable attorneys', consultants' and accountants' fees and disbursements, court costs, amounts paid in settlement and expenses of investigation) incurred by Buyer (collectively, "Losses") provided, however, that Seller's obligations to indemnify Buyer pursuant to this Section, combined with any claims based on representations or warranties under this Agreement, shall be limited to an aggregate of $125,000, based upon, arising out of or otherwise in respect of: (i) The breach of any representation, warranty, covenant or agreement of Seller contained in this Agreement or in any document or other writing delivered pursuant to this Agreement; (ii) Any liability of Seller for personal injury, real property damage or other loss arising from any act or omission occurring on or prior to the Closing Date related in any way to any product manufactured or distributed by the Winery to the extent that such losses exceed any insurance proceeds actually received by Buyer or the Company or by any party for the benefit of Buyer; (iii) To the extent of Seller's Best Knowledge (x) Hazardous Substances existing on, in or under the Real Property prior to or as of the Closing Date due to the acts or omissions of the Company, Seller or their affiliates, respective directors, officers, employees, agents, contractorsaffiliates and assigns (collectively, the "Buyer Indemnified Persons") from and against Damages based upon, arising out of: (i) any inaccuracy in any representation or breach of warranty of Seller or any Seller Affiliate Member contained in this Agreement or in any Ancillary Agreement; (ii) any failure by Seller or any Seller Affiliate Member to perform or observe, or invitees to have performed or observed, in all material respects, any covenant, agreement or condition to be performed or observed by him, her or it under this Agreement or under any Ancillary Agreement to which it is a party; ("Preexisting Hazardous Substances"), (yiii) Preexisting Hazardous Substances which have migrated or migrate at anytime (whether before or after the Closing Date) from the Real Property, and (z) liabilities arising out of or related to Preexisting Hazardous Materials removed from the Real Property after the same have been removed from the Real Property;Excluded Assets; or (iv) To the extent of Seller's Best KnowledgeExcluded Liabilities. (b) Subject to Section 9.02(d), Compliance with and/or violation or breach of any Environmental Law occurring at anytime (whether before or no indemnification pursuant to Section 9.02(a) shall be payable after the Closing Date) specified Anniversary, except with respect to Preexisting Hazardous Substances; andclaims made prior to such date but not then resolved. In addition, the amount of Damages payable by Seller under this Section 9.02 shall not exceed, in the aggregate, One Million Dollars ($1,000,000). (vc) All taxes imposed The obligation of Seller to indemnify the Buyer Indemnified Persons pursuant to Section 9.02(a) shall first be paid from the Escrow Shares (as provided for and defined in the Escrow Agreement). (d) The limitations on Seller to indemnify the Buyer Indemnified Parties under Section 9.02(b) shall not apply, and in any way limit, impair, modify or otherwise affect the rights of the Buyer Indemnified Persons (i) to bring any claim, demand, suit or cause of action otherwise available to the Buyer Indemnified Persons based upon an allegation or allegations that a party hereto had an intent to defraud or made a willful, intentional or reckless misrepresentation or willful omission of a material fact in connection with this Agreement or the Company regardless Ancillary Agreements and the transactions contemplated hereby or thereby, or (ii) to enforce any judgment of when imposed for a court of competent jurisdiction which finds or determines that the parties hereto, or any period prior of them, had an intent to and including the Closing Date, including any taxes arising from either the purchase and sale defraud or made a willful misrepresentation or omission of the Winery Stock a material fact in connection with this Agreement or the Assets to the extent such taxes are not reserved for on the Interim Balance Sheet; including, without limitation, consequential damages, damages for personal or bodily injury, property damage, damage to natural resources occurring on or off the Real Property, encumbrances, liens, defense costs of any claims (whether or not such claim is ultimately defeated), good faith settlements, losses attributable to the diminution of value or loss of use or use of any portion of the Real Property, Ancillary Agreements and the cost of any reasonable remedial, removal, response, abatement, clean-up, investigative and monitoring costs and any other reasonable related costs and expenses, whether transactions contemplated hereby or not such Losses are known or unknown as of the date of this Agreement, contingent or otherwise, matured or unmatured, foreseeable or unforeseeable. Any action taken or expense incurred by Buyer at the direction of any governmental authority shall be deemed reasonable for purposes of this Section 10.1thereby.