Common use of Purchaser Claims Clause in Contracts

Purchaser Claims. (a) The Selling Stockholder agrees to indemnify and hold harmless the Purchaser, his successors and assigns, against, and in respect of: (i) Any and all damages, losses, liabilities, costs, and expenses incurred or suffered by the Purchaser that result from, relate to, or arise out of: (a) Any failure by the Selling Stockholder to carry out any covenant or agreement contained in this Agreement; (b) Any material misrepresentation or breach of warranty by the Selling Stockholder contained in this Agreement, or any certificate, furnished to the Purchaser by the Selling Stockholder pursuant hereto; or (ii) Any and all actions, suits, claims, proceedings, investigations, demands, assessments, audits, fines, judgments, costs, and other expenses (including, without limitation, reasonable legal fees and expenses) incident to any of the foregoing including all such expenses reasonably incurred in mitigating any damages resulting to the Purchaser from any matter set forth in subsection (i) above. (b) The amount of any liability of the Selling Stockholder under this Section 6.1 shall be computed net of any tax benefit to the Purchaser from the matter giving rise to the claim for indemnification hereunder and net of any insurance proceeds received by the Purchaser with respect to the matter out of which such liability arose. Notwithstanding the foregoing, any liability of the Selling Stockholder shall not exceed the Purchase Price. (c) The representations and warranties of the Selling Stockholder contained in this Agreement, or any certificate delivered by or on behalf of the Selling Stockholder pursuant to this Agreement or in connection with the transactions contemplated herein shall survive the consummation of the transactions contemplated herein and shall continue in full force and effect for a period commencing on the Closing Date until the three month anniversary of such date (“Survival Period”). Anything to the contrary notwithstanding, the Survival Period shall be extended automatically to include any time period necessary to resolve a written claim for indemnification which was made in reasonable detail before expiration of the Survival Period but not resolved prior to its expiration, and any such extension shall apply only as to the claims so asserted and not so resolved within the Survival Period. Liability for any such item shall continue until such claim shall have been finally settled, decided, or adjudicated. (d) The Purchaser shall provide written notice to Selling Stockholder of any claim for indemnification under this Article as soon as practicable; provided, however, that failure to provide such notice on a timely basis shall not bar the Purchaser’s ability to assert any such claim except to the extent that the Selling Stockholder is actually prejudiced thereby, provided that such notice is received by the Selling Stockholder during the applicable Survival Period. The Purchaser shall make commercially reasonable efforts to mitigate any damages, expenses, etc. resulting from any matter giving rise to liability of the Selling Stockholder under this Article.

Purchaser Claims. (a) The Selling Stockholder agrees to Seller shall indemnify and hold harmless the Purchaser, his its successors and assigns, against, and in respect of: (i) Any and all damages, losses, liabilities, costs, and expenses incurred or suffered by the Purchaser that result from, relate to, or arise out of: (aA) Any failure by Seller or the Selling Stockholder Company to carry out any covenant or agreement contained in this Agreement; (bB) Any material misrepresentation or breach of warranty by Seller or the Selling Stockholder Company contained in this AgreementAgreement or any certificate furnished to Purchaser by Seller or the Company pursuant hereto; (C) Any claim by any Person for any brokerage or finder's fee or commission in respect of the transactions contemplated hereby as a result of Seller's or the Company's dealings, agreement, or any certificate, furnished to the Purchaser by the Selling Stockholder pursuant heretoarrangement with such Person; or (iiD) Any and all actions, suits, claims, proceedings, investigations, demands, assessments, audits, fines, judgments, costs, and other expenses (including, without limitation, reasonable legal fees and expenses) incident to any of the foregoing including all such expenses reasonably incurred in mitigating any damages resulting to the Purchaser from any matter set forth in this subsection (i) above). (b) The amount of any liability of the Selling Stockholder Seller under this Section 6.1 7.1 shall be computed net of any tax benefit to the Purchaser from the matter giving rise to the claim for indemnification hereunder and net of any insurance proceeds received by the Purchaser with respect to the matter out of which such liability arose. Notwithstanding the foregoing, any liability of the Selling Stockholder shall not exceed the Purchase Price. (c) The representations and warranties of the Selling Stockholder contained in this Agreement, the Disclosure Schedule, or any certificate delivered by or on behalf of the Selling Stockholder parties pursuant to this Agreement or in connection with the transactions contemplated herein shall survive the consummation of the transactions contemplated herein and shall continue in full force and effect for a period commencing on the Closing Date until the three month anniversary expiration of such date 90 days following receipt by the Company of its audited financial statements as at, and for the fiscal year ending, December 31, 2006 (“"Survival Period”"). Anything to the contrary notwithstanding, the Survival Period shall be extended automatically to include any time period necessary to resolve a written claim for indemnification which was made in reasonable detail before expiration of the Survival Period but not resolved prior to its expiration, and any such extension shall apply only as to the claims so asserted and not so resolved within the Survival Period. Liability for any such item shall continue until such claim shall have been finally settled, decided, or adjudicated. (d) The Purchaser A party claiming indemnity shall provide written notice to Selling Stockholder the other parties of any claim for indemnification under this Article as soon as practicable; provided, however, that failure to provide such notice on a timely basis shall not bar the Purchaser’s claimant's ability to assert any such claim except to the extent that the Selling Stockholder a party is actually prejudiced thereby, provided that such notice is received by the Selling Stockholder during the applicable Survival Period. The Purchaser shall make commercially reasonable efforts to mitigate any damages, expenses, etc. resulting from any matter giving rise to liability of the Selling Stockholder under this Article.

Purchaser Claims. (a) The Selling Stockholder agrees to indemnify and hold harmless the Purchaser, his successors and assigns, against, and in respect of: (i) Any and all damages, losses, liabilities, costs, and expenses incurred or suffered by the Purchaser that result from, relate to, or arise out of: (a) Any failure by the Selling Stockholder to carry out any covenant or agreement contained in this Agreement; (b) Any material misrepresentation or breach of warranty by the Selling Stockholder contained in this Agreement, or any certificate, furnished to the Purchaser by the Selling Stockholder pursuant hereto; or (ii) Any and all actions, suits, claims, proceedings, investigations, demands, assessments, audits, fines, judgments, costs, and other expenses (including, without limitation, reasonable legal fees and expenses) incident to any of the foregoing including all such expenses reasonably incurred in mitigating any damages resulting to the Purchaser from any matter set forth in subsection (i) above. (b) The amount of any liability of the Selling Stockholder under this Section 6.1 shall be computed net of any tax benefit to the Purchaser from the matter giving rise to the claim for indemnification hereunder and net of any insurance proceeds received by the Purchaser with respect to the matter out of which such liability arose. Notwithstanding the foregoing, any liability of the Selling Stockholder shall not exceed the Purchase Price. (c) The representations and warranties of the Selling Stockholder contained in this Agreement, or any certificate delivered by or on behalf of the Selling Stockholder pursuant to this Agreement or in connection with the transactions contemplated herein shall survive the consummation of the transactions contemplated herein and shall continue in full force and effect for a period commencing on the Closing Date until the three month one year anniversary of such date (“Survival Period”). Anything to the contrary notwithstanding, the Survival Period shall be extended automatically to include any time period necessary to resolve a written claim for indemnification which was made in reasonable detail before expiration of the Survival Period but not resolved prior to its expiration, and any such extension shall apply only as to the claims so asserted and not so resolved within the Survival Period. Liability for any such item shall continue until such claim shall have been finally settled, decided, or adjudicated. (d) The Purchaser shall provide written notice to Selling Stockholder of any claim for indemnification under this Article as soon as practicable; provided, however, that failure to provide such notice on a timely basis shall not bar the Purchaser’s ability to assert any such claim except to the extent that the Selling Stockholder is actually prejudiced thereby, provided that such notice is received by the Selling Stockholder during the applicable Survival Period. The Purchaser shall make commercially reasonable efforts to mitigate any damages, expenses, etc. resulting from any matter giving rise to liability of the Selling Stockholder under this Article.

Purchaser Claims. (a) The Selling Stockholder agrees Subject to the limitations set forth in Sections 6.1(e) and 6.5 below, each Seller shall indemnify and hold harmless Purchaser (on a pro-rata basis among the Purchaser, his successors and assigns, against, and Sellers in respect of:proportion to the Purchase Price received by each Seller) (i) Any and all damages, losses, liabilities, costs, and expenses incurred or suffered by the Purchaser that result from, relate to, or arise out of: (aA) Any failure by the Selling Stockholder such Seller to carry out any covenant or agreement contained in this Agreement; (bB) Any material misrepresentation or breach of warranty by the Selling Stockholder such Seller contained in this Agreement, the Disclosure Schedule, or any certificate, furnished to the Purchaser by the Selling Stockholder Sellers pursuant hereto; or (C) Any claim by any Person for any brokerage or finder's fee or commission in respect of the transactions contemplated hereby as a result of such Seller's dealings, agreement, or arrangement with such Person. (ii) Any and all actions, suits, claims, proceedings, investigations, demands, assessments, audits, fines, judgments, costs, and other expenses (including, without limitation, reasonable legal fees and expenses) incident to any of the foregoing including all such expenses reasonably incurred in mitigating any damages resulting to the Purchaser from any matter set forth in subsection (i) above. (b) The amount of any liability of the Selling Stockholder such Seller under this Section 6.1 shall be computed net of any tax benefit to the Purchaser from the matter giving rise to the claim for indemnification hereunder and net of any insurance proceeds received by the Purchaser with respect to the matter out of which such liability arose. Notwithstanding the foregoing, any liability of the Selling Stockholder shall not exceed the Purchase Price. (c) The representations and warranties of the Selling Stockholder each Seller contained in this Agreement, the Disclosure Schedule, or any certificate delivered by or on behalf of the Selling Stockholder Sellers pursuant to this Agreement or in connection with the transactions contemplated herein shall survive the consummation of the transactions contemplated herein and shall continue in full force and effect for a period commencing on the periods specified below ("Survival Period"): (i) The representations and warranties contained in Sections 3.7 and 3.10 shall survive until the expiration of any applicable statutes of limitation provided by law; and (ii) All other representations and warranties of Sellers shall be of no further force and effect after eighteen (18) months from the Closing Date until the three month anniversary of such date (“Survival Period”)Date. Anything to the contrary notwithstanding, the Survival Period period shall be extended automatically to include any time period necessary to resolve a written claim for indemnification which was made in reasonable detail before expiration of the Survival Period but not resolved prior to its expiration, and any such extension shall apply only as to the claims so asserted and not so resolved within the Survival Period. Liability for any such item shall continue until such claim shall have been finally settled, decided, or adjudicated. (d) The Purchaser shall provide written notice to Selling Stockholder Sellers of any claim for indemnification under this Article as soon as practicable; provided, however, that failure to provide such notice on a timely basis shall not bar the Purchaser’s 's ability to assert any such claim except to the extent that the Selling Stockholder Sellers is actually prejudiced thereby, provided that such notice is received by the Selling Stockholder Sellers during the applicable Survival Period. The Purchaser shall make commercially reasonable efforts to mitigate any damages, expenses, etc. resulting from any matter giving rise to liability of the Selling Stockholder Sellers under this Article. (e) Notwithstanding anything to the contrary in this Agreement, (i) each Seller is responsible only for the representations and warranties of such Seller, (ii) no Seller shall have any liability arising out of a breach or inaccuracy of the representations or warranties of another Seller, and (iii) the total, maximum liability of each Seller arising out of breach or inaccuracy of representations or warranties shall not exceed the amount paid to such Seller pursuant to Section 1.4(b) hereof.

Purchaser Claims. (a) The Selling Stockholder Company agrees to indemnify and hold harmless the Purchaser, his successors and assigns, against, and in respect of: (i) Any and all damages, losses, liabilities, costs, and expenses incurred or suffered by the Purchaser that result from, relate to, or arise out of: (a) Any failure by the Selling Stockholder Company to carry out any material covenant or agreement contained in this Agreement; (b) Any material misrepresentation or breach of warranty by the Selling Stockholder Company contained in this Agreement, or any certificate, furnished to the Purchaser by the Selling Stockholder Company pursuant hereto; or (c) Any claim by any person for any brokerage or finder’s fee or commission in respect of the transactions contemplated hereby as a result of the Company’s dealings, agreement, or arrangement with such Person. (ii) Any and all actions, suits, claims, proceedings, investigations, demands, assessments, audits, fines, judgments, costs, and other expenses (including, without limitation, reasonable legal fees and expenses) incident to any of the foregoing including all such expenses reasonably incurred in mitigating any damages resulting to the Purchaser from any matter set forth in subsection (i) above. (b) The amount of any liability of the Selling Stockholder Company under this Section 6.1 shall not exceed the Purchase Price and shall be computed net of any tax benefit to the Purchaser from the matter giving rise to the claim for indemnification hereunder and net of any insurance proceeds received by the Purchaser with respect to the matter out of which such liability arose. Notwithstanding the foregoing, any liability of the Selling Stockholder shall not exceed the Purchase Price. (c) The representations and warranties of the Selling Stockholder Company contained in this Agreement, or any certificate delivered by or on behalf of the Selling Stockholder Company pursuant to this Agreement or in connection with the transactions contemplated herein shall survive the consummation of the transactions contemplated herein and shall continue in full force and effect for a period commencing on the Closing Date until the three month anniversary expiration of such date any applicable statutes of limitation provided by law (“Survival Period”). Anything to the contrary notwithstanding, the Survival Period shall be extended automatically to include any time period necessary to resolve a written claim for indemnification which was made in reasonable detail before expiration of the Survival Period but not resolved prior to its expiration, and any such extension shall apply only as to the claims so asserted and not so resolved within the Survival Period. Liability for any such item shall continue until such claim shall have been finally settled, decided, or adjudicated. (d) The Purchaser shall provide written notice to Selling Stockholder Company of any claim for indemnification under this Article as soon as practicable; provided, however, that failure to provide such notice on a timely basis shall not bar the Purchaser’s ability to assert any such claim except to the extent that the Selling Stockholder Company is actually prejudiced thereby, provided that such notice is received by the Selling Stockholder Company during the applicable Survival Period. The Purchaser shall make commercially reasonable efforts to mitigate any damages, expenses, etc. resulting from any matter giving rise to liability of the Selling Stockholder Company under this Article.

Purchaser Claims. (ai) The Selling Stockholder agrees to Seller shall jointly and severally indemnify and hold harmless the Purchaser, his its successors and assigns, against, and in respect of: (i) A. Any and all damages, losses, liabilities, costs, and expenses incurred or suffered by the Purchaser that result from, relate to, or arise out of: (a1) Any failure by the Selling Stockholder Seller to carry out any covenant or agreement contained in this Agreement; (b2) Any material misrepresentation or breach of warranty by the Selling Stockholder Seller contained in this Agreement, the Disclosure Schedule, or any certificate, furnished to the Purchaser by the Selling Stockholder Seller pursuant hereto; or (ii3) Any claim by any Person for any brokerage or finder's fee or commission in respect of the transactions contemplated hereby as a result of Seller's dealings, agreement, or arrangement with such Person. B. Any and all actions, suits, claims, proceedings, investigations, demands, assessments, audits, fines, judgments, costs, and other expenses (including, without limitation, reasonable legal fees and expenses) incident to any of the foregoing including all such expenses reasonably incurred in mitigating any damages resulting to the Purchaser from any matter set forth in subsection (i) above. (bii) The amount of any liability of the Selling Stockholder Seller under this Section 6.1 7.1 shall be computed net of any tax benefit to the Purchaser from the matter giving rise to the claim for indemnification hereunder and net of any insurance proceeds received by the Purchaser with respect to the matter out of which such liability arose. Notwithstanding the foregoing, any liability of the Selling Stockholder shall not exceed the Purchase Price. (ciii) The representations and warranties of the Selling Stockholder Seller contained in this Agreement, the Disclosure Schedule, or any certificate delivered by or on behalf of the Selling Stockholder Seller pursuant to this Agreement or in connection with the transactions contemplated herein shall survive the consummation of the transactions contemplated herein and shall continue in full force and effect for a period commencing on the Closing Date until the three month anniversary expiration of such date any applicable statutes of limitation provided by law (“"Survival Period”"). Anything to the contrary notwithstanding, the Survival Period period shall be extended automatically to include any time period necessary to resolve a written claim for indemnification which was made in reasonable detail before expiration of the Survival Period but not resolved prior to its expiration, and any such extension shall apply only as to the claims so asserted and not so resolved within the Survival Period. Liability for any such item shall continue until such claim shall have been finally settled, decided, or adjudicated. (div) The Purchaser shall provide written notice to Selling Stockholder Seller of any claim for indemnification under this Article as soon as practicable; provided, however, that failure to provide such notice on a timely basis shall not bar the Purchaser’s 's ability to assert any such claim except to the extent that the Selling Stockholder is Seller are actually prejudiced thereby, provided that such notice is received by the Selling Stockholder Seller during the applicable Survival Period. The Purchaser shall make commercially reasonable efforts to mitigate any damages, expenses, etc. resulting from any matter giving rise to liability of the Selling Stockholder Seller under this Article.

Purchaser Claims. (a) The Selling Stockholder agrees to Sellers shall indemnify and hold harmless the Purchaser, his its successors and assigns, against, and in respect of: (i) Any and all damages, losses, liabilities, costs, and expenses incurred or suffered by the Purchaser that result from, relate to, or arise out of: (aA) Any failure by the Selling Stockholder Sellers to carry out any covenant or agreement contained in this Agreement; (bB) Any material misrepresentation or breach of warranty by the Selling Stockholder Sellers contained in this Agreement, the Disclosure Schedule, or any certificate, furnished to the Purchaser by the Selling Stockholder Sellers pursuant hereto; or (C) Any claim by any Person for any brokerage or finder's fee or commission in respect of the transactions contemplated hereby as a result of Sellers' dealings, agreement, or arrangement with such Person. (ii) Any and all actions, suits, claims, proceedings, investigations, demands, assessments, audits, fines, judgments, costs, and other expenses (including, without limitation, reasonable legal fees and expenses) incident to any of the foregoing including all such expenses reasonably incurred in mitigating any damages resulting to the Purchaser from any matter set forth in subsection (i) above. (b) The amount of any liability of the Selling Stockholder Sellers under this Section 6.1 7.1 shall be computed net of any tax benefit to the Purchaser from the matter giving rise to the claim for indemnification hereunder and net of any insurance proceeds received by the Purchaser with respect to the matter out of which such liability arose. Notwithstanding the foregoing, any liability of the Selling Stockholder shall not exceed the Purchase Price. (c) The representations and warranties of the Selling Stockholder Sellers contained in this Agreement, the Disclosure Schedule, or any certificate delivered by or on behalf of the Selling Stockholder Sellers pursuant to this Agreement or in connection with the transactions contemplated herein shall survive the consummation of the transactions contemplated herein and shall continue in full force and effect for a period commencing on the Closing Date until the three month anniversary expiration of such date any applicable statutes of limitation provided by law (“"Survival Period”"). Anything to the contrary notwithstanding, the Survival Period period shall be extended automatically to include any time period necessary to resolve a written claim for indemnification which was made in reasonable detail before expiration of the Survival Period but not resolved prior to its expiration, and any such extension shall apply only as to the claims so asserted and not so resolved within the Survival Period. Liability for any such item shall continue until such claim shall have been finally settled, decided, or adjudicated. (d) The Purchaser shall provide written notice to Selling Stockholder Sellers of any claim for indemnification under this Article as soon as practicable; provided, however, that failure to provide such notice on a timely basis shall not bar the Purchaser’s 's ability to assert any such claim except to the extent that the Selling Stockholder is Sellers are actually prejudiced thereby, provided that such notice is received by the Selling Stockholder Sellers during the applicable Survival Period. The Purchaser shall make commercially reasonable efforts to mitigate any damages, expenses, etc. resulting from any matter giving rise to liability of the Selling Stockholder Sellers under this Article.

Purchaser Claims. (a) The Selling Stockholder agrees to indemnify Except as otherwise provided in Section 12.2.2, Seller will indemnify, defend and hold harmless Purchaser and each other member of the PurchaserPurchaser Group, his successors from and assigns, against, and in respect of: (i) Any against any and all damages, claims, losses, liabilities, costsobligations, costs and expenses, including reasonable legal, accounting and other expenses, and the costs and expenses incurred or suffered by the Purchaser that result from, relate to, or arise out of: (a) Any failure by the Selling Stockholder to carry out of any covenant or agreement contained in this Agreement; (b) Any material misrepresentation or breach of warranty by the Selling Stockholder contained in this Agreement, or any certificate, furnished to the Purchaser by the Selling Stockholder pursuant hereto; or (ii) Any and all actions, suits, claims, proceedings, investigations, demands, assessments, audits, fines, judgments, costssettlements and compromises, and other expenses (including, without limitation, reasonable legal fees and expenses) incident to any which arise out of the foregoing including all such expenses reasonably incurred in mitigating any damages resulting or relate to the following (collectively, “Purchaser from Claims”): any matter set forth in subsection (i) above. (b) The amount breach or violation by Seller of any liability of the Selling Stockholder under this Section 6.1 shall be computed net of any tax benefit to the Purchaser from the matter giving rise to the claim for indemnification hereunder and net of any insurance proceeds received by the Purchaser with respect to the matter out of which such liability arose. Notwithstanding the foregoing, any liability of the Selling Stockholder shall not exceed the Purchase Price. (c) The representations and warranties of the Selling Stockholder contained in this Agreement, the Related Agreements or any certificate delivered by or on behalf of the Selling Stockholder pursuant to this Agreement or agreement executed in connection with the transactions contemplated herein shall survive the consummation by this Agreement; any breach or inaccuracy of the transactions contemplated herein representations or warranties of Seller set forth herein; any Third Party Claims resulting from or arising out of the development, financing, construction, testing and shall continue preparation of the Project for commercial operation or out of Seller’s ownership, use or operation of the Project or any Project Assets prior to and through the Asset Transfer Date, including without limitation actions or claims with respect to tax liabilities, claims by third parties in full force respect of contract, tort and effect for a period commencing other liabilities, and liabilities arising under the Financing Arrangements; any Third Party Claims resulting from Seller’s efforts to achieve Substantial Completion and Project Completion after the Closing; any Indemnifiable Loss resulting from or arising out of any Pre-Closing Environmental Conditions; any Indemnifiable Loss resulting from or arising out of the disposal, release or threatened release of Hazardous Materials by or on behalf of Seller or at Seller’s direction or by its or their arrangement; any loss or damages resulting from or arising out of Seller’s ownership or operation of the Excluded Assets after the Closing Date until or that are related to the three month anniversary Excluded Liabilities; any Taxes for which Seller is responsible pursuant to Section 10.4; or except as otherwise provided in Section 10.1.3, any additional costs, liabilities or loss of revenues attributable to modifications to any Permit or Consent occurring in connection with the transfer of such date (“Survival Period”). Anything Permit or Consent to the contrary notwithstandingPurchaser, the Survival Period shall be extended automatically to include any time period necessary to resolve a written claim for indemnification which was made in reasonable detail before expiration of the Survival Period but if such transfer is not resolved completed on or prior to its expiration, and any such extension shall apply only as to the claims so asserted and not so resolved within the Survival Period. Liability for any such item shall continue until such claim shall have been finally settled, decided, or adjudicatedClosing. (d) The Purchaser shall provide written notice to Selling Stockholder of any claim for indemnification under this Article as soon as practicable; provided, however, that failure to provide such notice on a timely basis shall not bar the Purchaser’s ability to assert any such claim except to the extent that the Selling Stockholder is actually prejudiced thereby, provided that such notice is received by the Selling Stockholder during the applicable Survival Period. The Purchaser shall make commercially reasonable efforts to mitigate any damages, expenses, etc. resulting from any matter giving rise to liability of the Selling Stockholder under this Article.

Purchaser Claims. (a) The Selling Stockholder agrees to Seller shall indemnify and hold harmless the Purchaser, his successors and assigns, against, and in respect of: (i) Any and all damages, losses, liabilities, costs, and expenses incurred or suffered by the Purchaser that result from, relate to, or arise out of: (a) Any failure by the Selling Stockholder Seller to carry out any covenant or agreement contained in this Agreement; (b) Any material misrepresentation or breach of warranty by the Selling Stockholder Seller contained in this Agreement, the Disclosure Schedule, or any certificate, furnished to the Purchaser by the Selling Stockholder Seller pursuant hereto; or (c) Any claim by any Person for any brokerage or finder’s fee or commission in respect of the transactions contemplated hereby as a result of Seller’s dealings, agreement, or arrangement with such Person. (ii) Any and all actions, suits, claims, proceedings, investigations, demands, assessments, audits, fines, judgments, costs, and other expenses (including, without limitation, reasonable legal fees and expenses) incident to any of the foregoing including all such expenses reasonably incurred in mitigating any damages resulting to the Purchaser from any matter set forth in subsection (i) above. (b) The amount of any liability of the Selling Stockholder Seller under this Section 6.1 shall be computed net of any tax benefit to the Purchaser from the matter giving rise to the claim for indemnification hereunder and net of any insurance proceeds received by the Purchaser with respect to the matter out of which such liability arose. Notwithstanding the foregoing, any liability of the Selling Stockholder shall not exceed the Purchase Price. (c) The representations and warranties of the Selling Stockholder Seller contained in this Agreement, the Disclosure Schedule, or any certificate delivered by or on behalf of the Selling Stockholder Seller pursuant to this Agreement or in connection with the transactions contemplated herein shall survive the consummation of the transactions contemplated herein and shall continue in full force and effect for a period commencing on the Closing Date until the three month anniversary expiration of such date any applicable statutes of limitation provided by law (“Survival Period”). Anything to the contrary notwithstanding, the Survival Period period shall be extended automatically to include any time period necessary to resolve a written claim for indemnification which was made in reasonable detail before expiration of the Survival Period but not resolved prior to its expiration, and any such extension shall apply only as to the claims so asserted and not so resolved within the Survival Period. Liability for any such item shall continue until such claim shall have been finally settled, decided, or adjudicated. (d) The Purchaser shall provide written notice to Selling Stockholder Seller of any claim for indemnification under this Article as soon as practicable; provided, however, that failure to provide such notice on a timely basis shall not bar the Purchaser’s ability to assert any such claim except to the extent that the Selling Stockholder is Seller are actually prejudiced thereby, provided that such notice is received by the Selling Stockholder Seller during the applicable Survival Period. The Purchaser shall make commercially reasonable efforts to mitigate any damages, expenses, etc. resulting from any matter giving rise to liability of the Selling Stockholder Seller under this Article.

Purchaser Claims. (a) The Selling Stockholder agrees to Seller shall indemnify and hold harmless the PurchaserPurchaser and Hospitality, his and their respective successors and assigns, against, and in respect of: (i) Any and all damages, losses, liabilities, costs, and expenses incurred or suffered by the Purchaser and Hospitality that result from, relate to, or arise out of: (aA) Any any and all liabilities and obligations of Seller of any nature whatsoever, except for the Assumed Liabilities; (B) any failure by the Selling Stockholder Seller to carry out any covenant or agreement contained in this Agreement; (bC) Any material any misrepresentation or breach of warranty by the Selling Stockholder Seller contained in this Agreement, the Disclosure Memorandum, or any certificate, furnished to the Purchaser or Hospitality by the Selling Stockholder Seller pursuant hereto; or (D) any claim by any Person for any brokerage or finder's fee or commission in respect of the transactions contemplated hereby as a result of Seller's dealings, agreement, or arrangement with such Person. (ii) Any and all actions, suits, claims, proceedings, investigations, demands, assessments, audits, fines, judgments, costs, and other expenses (including, without limitation, reasonable legal fees and expenses) incident to any of the foregoing including all such expenses reasonably incurred in mitigating any damages resulting to the Purchaser or Hospitality from any matter set forth in subsection (i) above. (b) Notwithstanding the foregoing, Seller shall have no liability for indemnification or otherwise with respect to Section 8.1(a)(i)(C) (and Section 8.1(a)(ii) to the extent the items covered thereby relate back to Section 8.1(a)(i)(C)) until the aggregate liability of Seller thereunder exceeds $159,163 and then only to the extent that the aggregate liability of Seller thereunder exceeds such amount; provided, however, that liabilities arising with respect to Sections 3.1 through 3.4 and Sections 3.5(a), 3.5(d), 3.7(g), and 3.9 hereof shall not be subject to the foregoing threshold and any liabilities arising with respect to such matters shall not be taken into account in computing aggregate liabilities for the purpose of applying such threshold amount to liabilities arising under other Sections subject thereto, provided, however, that Seller shall have no liability for indemnification or otherwise with respect to Section 8.1(a)(i)(C) to the extent it relates to Section 3.5(d) (and Section 8.1(a)(ii) to the extent the items covered thereby relate back to Section 8.1(a)(i)(C)'s applicability to Section 3.5(d)) until the aggregate liability of Seller thereunder relating to a particular Restaurant exceeds $5,000 for such Restaurant and then only to the extent that the aggregate liability of Seller thereunder exceeds such amount. In no event shall the aggregate liability of Seller under Section 8.1(a)(i)(C) (and Section 8.1(a)(ii) to the extent the items covered thereby relate back to Section 8.1(a)(i)(C)) exceed $3,008,000; provided, however, that liabilities arising with respect to Sections 3.1 through 3.4 and Sections 3.5(a), 3.5(d), and 3.9 hereof shall not be subject to the foregoing cap and any liabilities arising with respect to such matters shall not be taken into account in computing aggregate liabilities for the purpose of applying such cap to liabilities arising under other sections subject thereto. (c) The amount of any liability of the Selling Stockholder Seller under this Section 6.1 8.1 shall be computed net of any tax benefit to the Purchaser and Hospitality from the matter giving rise to the claim for indemnification hereunder and net of any insurance proceeds received by the Purchaser or Hospitality with respect to the matter out of which such liability arose. Notwithstanding the foregoing, any liability of the Selling Stockholder shall not exceed the Purchase Price. (cd) The representations and warranties of the Selling Stockholder Seller contained in this Agreement, the Disclosure Memorandum, or any certificate delivered by or on behalf of the Selling Stockholder Seller pursuant to this Agreement or in connection with the transactions contemplated herein shall survive the consummation of the transactions contemplated herein and shall continue in full force and effect for a period commencing on the Closing Date periods specified below ("Survival Period"): (i) the representations and warranties contained in Section 3.5(d) shall be of no further force and effect after 60 days from the date of the Closing; (ii) the representations and warranties contained in Sections 3.1 through 3.4 and Sections 3.5(a), 3.7(g) and 3.9 shall survive until the three month anniversary expiration of such any applicable statues of limitation provided by law; and (iii) all other representations and warranties of Seller shall be of no further force and effect after 18 months from the date (“Survival Period”)of the Closing. Anything to the contrary notwithstanding, the Survival Period shall be extended automatically to include any time period necessary to resolve a written claim for indemnification which was made in reasonable detail before expiration of the Survival Period but not resolved prior to its expiration, and any such extension shall apply only as to the claims so asserted and not so resolved within the Survival Period. Liability for any such item shall continue until such claim shall have been finally settled, decided, or adjudicated. (de) The Except for claims under Sections 4.1, 4.3, 4.4, 4.5, 4.11, and 4.13 which shall survive the Closing, Purchaser and Hospitality may not assert any claim against Seller for breach of any covenant contained in Article IV and all such claims shall be deemed to be waived as a result of the Closing. (f) Purchaser and Hospitality shall provide written notice to Selling Stockholder Seller of any claim for indemnification under this Article as soon as practicable; provided, however, that failure to provide such notice on a timely basis shall not bar the Purchaser’s 's or Hospitality's ability to assert any such claim except to the extent that the Selling Stockholder Seller is actually prejudiced thereby, provided that such notice is received by the Selling Stockholder during the applicable Survival Period. The Purchaser and Hospitality shall make commercially reasonable efforts to mitigate any damages, expenses, etc. resulting from any matter giving rise to liability of the Selling Stockholder Seller under this Article. (g) Notwithstanding any other provision of this Article VIII, the aggregate principal amount of the obligation of Seller under this Article VIII shall not exceed the gross proceeds actually received by the Seller in connection with this Agreement and the transaction contemplated hereby.

Purchaser Claims. (a) The Selling Stockholder agrees Subject to the limitations set forth in Sections 6.1(e) and 6.5 below, each Seller shall indemnify and hold harmless Purchaser (on a pro-rata basis among the Purchaser, his successors and assigns, against, and Sellers in respect of:proportion to the Purchase Price received by each Seller) (i) Any and all damages, losses, liabilities, costs, and expenses incurred or suffered by the Purchaser that result from, relate to, or arise out of: (aA) Any failure by the Selling Stockholder such Seller to carry out any covenant or agreement contained in this Agreement; (bB) Any material misrepresentation or breach of warranty by the Selling Stockholder such Seller contained in this Agreement, the Disclosure Schedule, or any certificate, furnished to the Purchaser by the Selling Stockholder Sellers pursuant hereto; or (C) Any claim by any Person for any brokerage or finder’s fee or commission in respect of the transactions contemplated hereby as a result of such Seller’s dealings, agreement, or arrangement with such Person. (ii) Any and all actions, suits, claims, proceedings, investigations, demands, assessments, audits, fines, judgments, costs, and other expenses (including, without limitation, reasonable legal fees and expenses) incident to any of the foregoing including all such expenses reasonably incurred in mitigating any damages resulting to the Purchaser from any matter set forth in subsection (i) above. (b) The amount of any liability of the Selling Stockholder such Seller under this Section 6.1 shall be computed net of any tax benefit to the Purchaser from the matter giving rise to the claim for indemnification hereunder and net of any insurance proceeds received by the Purchaser with respect to the matter out of which such liability arose. Notwithstanding the foregoing, any liability of the Selling Stockholder shall not exceed the Purchase Price. (c) The representations and warranties of the Selling Stockholder each Seller contained in this Agreement, the Disclosure Schedule, or any certificate delivered by or on behalf of the Selling Stockholder Sellers pursuant to this Agreement or in connection with the transactions contemplated herein shall survive the consummation of the transactions contemplated herein and shall continue in full force and effect for a period commencing on the Closing Date until the three month anniversary of such date periods specified below (“Survival Period”)): (i) The representations and warranties contained in Sections 3.7 and 3.10 shall survive until the expiration of any applicable statutes of limitation provided by law; and (ii) All other representations and warranties of Sellers shall be of no further force and effect after eighteen (18) months from the Closing Date. Anything to the contrary notwithstanding, the Survival Period period shall be extended automatically to include any time period necessary to resolve a written claim for indemnification which was made in reasonable detail before expiration of the Survival Period but not resolved prior to its expiration, and any such extension shall apply only as to the claims so asserted and not so resolved within the Survival Period. Liability for any such item shall continue until such claim shall have been finally settled, decided, or adjudicated. (d) The Purchaser shall provide written notice to Selling Stockholder Sellers of any claim for indemnification under this Article as soon as practicable; provided, however, that failure to provide such notice on a timely basis shall not bar the Purchaser’s ability to assert any such claim except to the extent that the Selling Stockholder Sellers is actually prejudiced thereby, provided that such notice is received by the Selling Stockholder Sellers during the applicable Survival Period. The Purchaser shall make commercially reasonable efforts to mitigate any damages, expenses, etc. resulting from any matter giving rise to liability of the Selling Stockholder Sellers under this Article. (e) Notwithstanding anything to the contrary in this Agreement, (i) each Seller is responsible only for the representations and warranties of such Seller, (ii) no Seller shall have any liability arising out of a breach or inaccuracy of the representations or warranties of another Seller, and (iii) the total, maximum liability of each Seller arising out of breach or inaccuracy of representations or warranties shall not exceed the amount paid to such Seller pursuant to Section 1.4(b) hereof.

Purchaser Claims. (a) The Selling Stockholder agrees to Seller shall indemnify and hold harmless the Purchaser, his its successors and assigns, against, and in respect of: (i) Any and all damages, losses, liabilities, costs, and expenses incurred or suffered by the Purchaser that result from, relate to, or arise out of: (aA) Any failure by the Selling Stockholder Seller to carry out any covenant or agreement contained in this Agreement; (bB) Any material misrepresentation or breach of warranty by the Selling Stockholder Seller contained in this Agreement, the Disclosure Schedule, or any certificate, furnished to the Purchaser by the Selling Stockholder Seller pursuant hereto; or (iiC) Any claim by any Person for any brokerage or finder's fee or commission in respect of the transactions contemplated hereby as a result of Seller's dealings, agreement, or arrangement with such Person. (D) Any and all actions, suits, claims, proceedings, investigations, demands, assessments, audits, fines, judgments, costs, and other expenses (including, without limitation, reasonable legal fees and expenses) incident to any of the foregoing including all such expenses reasonably incurred in mitigating any damages resulting to the Purchaser from any matter set forth in subsection (i) above. (b) The amount of any liability of the Selling Stockholder Seller under this Section 6.1 7.1 shall be computed net of any tax benefit to the Purchaser from the matter giving rise to the claim for indemnification hereunder and net of any insurance proceeds received by the Purchaser with respect to the matter out of which such liability arose. Notwithstanding the foregoing, any liability of the Selling Stockholder shall not exceed the Purchase Price. (c) The representations and warranties of the Selling Stockholder Seller contained in this Agreement, the Disclosure Schedule, or any certificate delivered by or on behalf of the Selling Stockholder Seller pursuant to this Agreement or in connection with the transactions contemplated herein shall survive the consummation of the transactions contemplated herein and shall continue in full force and effect for a period commencing on the Closing Date until the three month anniversary of such date twelve months (“"Survival Period”"). Anything to the contrary notwithstanding, the Survival Period period shall be extended automatically to include any time period necessary to resolve a written claim for indemnification which was made in reasonable detail before expiration of the Survival Period but not resolved prior to its expiration, and any such extension shall apply only as to the claims so asserted and not so resolved within the Survival Period. Liability for any such item shall continue until such claim shall have been finally settled, decided, or adjudicated. (d) The Purchaser shall provide written notice to Selling Stockholder Seller of any claim for indemnification under this Article as soon as practicable; provided, however, that failure to provide such notice on a timely basis shall not bar the Purchaser’s 's ability to assert any such claim except to the extent that the Selling Stockholder Seller is actually prejudiced thereby, provided that such notice is received by the Selling Stockholder Seller during the applicable Survival Period. The Purchaser shall make commercially reasonable efforts to mitigate any damages, expenses, etc. resulting from any matter giving rise to liability of the Selling Stockholder Seller under this Article.

Purchaser Claims. (a) The Selling Stockholder agrees to indemnify and hold harmless the Purchaser, his successors and assigns, against, and in respect of: (i) Any and all damages, losses, liabilities, costs, and expenses incurred or suffered by the Purchaser that result from, relate to, or arise out of: (a) Any failure by the Selling Stockholder to carry out any covenant or agreement contained in this Agreement; (b) Any material misrepresentation or breach of warranty by the Selling Stockholder contained in this Agreement, or any certificate, furnished to the Purchaser by the Selling Stockholder pursuant hereto; or (c) Any claim by any Person for any brokerage or finder’s fee or commission in respect of the transactions contemplated hereby as a result of the Selling Stockholder’s dealings, agreement, or arrangement with such Person. (ii) Any and all actions, suits, claims, proceedings, investigations, demands, assessments, audits, fines, judgments, costs, and other expenses (including, without limitation, reasonable legal fees and expenses) incident to any of the foregoing including all such expenses reasonably incurred in mitigating any damages resulting to the Purchaser from any matter set forth in subsection (i) above. (b) The amount of any liability of the Selling Stockholder under this Section 6.1 shall be computed net of any tax benefit to the Purchaser from the matter giving rise to the claim for indemnification hereunder and net of any insurance proceeds received by the Purchaser with respect to the matter out of which such liability arose. Notwithstanding the foregoing, any liability of the Selling Stockholder shall not exceed the Purchase Price. (c) The representations and warranties of the Selling Stockholder contained in this Agreement, or any certificate delivered by or on behalf of the Selling Stockholder pursuant to this Agreement or in connection with the transactions contemplated herein shall survive the consummation of the transactions contemplated herein and shall continue in full force and effect for a period commencing on the Closing Date until the three month anniversary expiration of such date any applicable statutes of limitation provided by law (“Survival Period”). Anything to the contrary notwithstanding, the Survival Period shall be extended automatically to include any time period necessary to resolve a written claim for indemnification which was made in reasonable detail before expiration of the Survival Period but not resolved prior to its expiration, and any such extension shall apply only as to the claims so asserted and not so resolved within the Survival Period. Liability for any such item shall continue until such claim shall have been finally settled, decided, or adjudicated. (d) The Purchaser shall provide written notice to Selling Stockholder of any claim for indemnification under this Article as soon as practicable; provided, however, that failure to provide such notice on a timely basis shall not bar the Purchaser’s ability to assert any such claim except to the extent that the Selling Stockholder is actually prejudiced thereby, provided that such notice is received by the Selling Stockholder during the applicable Survival Period. The Purchaser shall make commercially reasonable efforts to mitigate any damages, expenses, etc. resulting from any matter giving rise to liability of the Selling Stockholder under this Article.

Purchaser Claims. (a) The Selling Stockholder agrees to Seller shall indemnify and hold harmless the Purchaser, his its successors and assigns, against, and in respect of: (i) Any and all damages, losses, liabilities, costs, and expenses incurred or suffered by the Purchaser that result from, relate to, or arise out of: (aA) Any failure by the Selling Stockholder Seller to carry out any covenant or agreement contained in this Agreement; (bB) Any material misrepresentation or breach of warranty by the Selling Stockholder Seller contained in this Agreement, the Disclosure Schedule, or any certificate, furnished to the Purchaser by the Selling Stockholder Seller pursuant hereto; or (C) Any claim by any Person for any brokerage or finder’s fee or commission in respect of the transactions contemplated hereby as a result of Seller’ dealings, agreement, or arrangement with such Person. (ii) Any and all actions, suits, claims, proceedings, investigations, demands, assessments, audits, fines, judgments, costs, and other expenses (including, without limitation, reasonable legal fees and expenses) incident to any of the foregoing including all such expenses reasonably incurred in mitigating any damages resulting to the Purchaser from any matter set forth in subsection (i) above. (b) The amount of any liability of the Selling Stockholder Seller under this Section 6.1 7.1 shall be computed net of any tax benefit to the Purchaser from the matter giving rise to the claim for indemnification hereunder and net of any insurance proceeds received by the Purchaser with respect to the matter out of which such liability arose. Notwithstanding the foregoing, any liability of the Selling Stockholder shall not exceed the Purchase Price. (c) The representations and warranties of the Selling Stockholder Seller contained in this Agreement, the Disclosure Schedule, or any certificate delivered by or on behalf of the Selling Stockholder Seller pursuant to this Agreement or in connection with the transactions contemplated herein shall survive the consummation of the transactions contemplated herein and shall continue in full force and effect for a period commencing on the Closing Date until the three month anniversary expiration of such date any applicable statutes of limitation provided by law (“Survival Period”). Anything to the contrary notwithstanding, the Survival Period period shall be extended automatically to include any time period necessary to resolve a written claim for indemnification which was made in reasonable detail before expiration of the Survival Period but not resolved prior to its expiration, and any such extension shall apply only as to the claims so asserted and not so resolved within the Survival Period. Liability for any such item shall continue until such claim shall have been finally settled, decided, or adjudicated. (d) The Purchaser shall provide written notice to Selling Stockholder Seller of any claim for indemnification under this Article as soon as practicable; provided, however, that failure to provide such notice on a timely basis shall not bar the Purchaser’s ability to assert any such claim except to the extent that the Selling Stockholder is Seller are actually prejudiced thereby, provided that such notice is received by the Selling Stockholder Seller during the applicable Survival Period. The Purchaser shall make commercially reasonable efforts to mitigate any damages, expenses, etc. resulting from any matter giving rise to liability of the Selling Stockholder Seller under this Article.

Purchaser Claims. (a1) The Selling Stockholder agrees to Sellers shall indemnify and hold harmless the Purchaser, his its successors and assigns, against, and in respect of: (i) Any and all damages, losses, liabilities, costs, and expenses incurred or suffered by the Purchaser that result from, relate to, or arise out of: (aA) Any failure by the Selling Stockholder Sellers to carry out any covenant or agreement contained in this Agreement; (bB) Any material misrepresentation or breach of warranty by the Selling Stockholder Sellers contained in this Agreement, the Disclosure Schedule, or any certificate, furnished to the Purchaser by the Selling Stockholder Sellers pursuant hereto; (C) Any claim by any Person for any brokerage or finder’s fee or commission in respect of the transactions contemplated hereby as a result of Sellers’ dealings, agreement, or arrangement with such Person; or (D) The failure of the Company to maintain the effectiveness of the Mobile Virtual Network Operator Agreement in effect on the date hereof for a period of 12 months. (ii) Any and all actions, suits, claims, proceedings, investigations, demands, assessments, audits, fines, judgments, costs, and other expenses (including, without limitation, reasonable legal fees and expenses) incident to any of the foregoing including all such expenses reasonably incurred in mitigating any damages resulting to the Purchaser from any matter set forth in subsection (i) above. (b) The amount of any liability of the Selling Stockholder Sellers under this Section 6.1 shall be computed net of any tax benefit to the Purchaser from the matter giving rise to the claim for indemnification hereunder and net of any insurance proceeds received by the Purchaser with respect to the matter out of which such liability arose. Notwithstanding the foregoing, any liability of the Selling Stockholder shall not exceed the Purchase Price. (c) The representations and warranties of the Selling Stockholder Sellers contained in this Agreement, the Disclosure Schedule, or any certificate delivered by or on behalf of the Selling Stockholder Sellers pursuant to this Agreement or in connection with the transactions contemplated herein shall survive the consummation of the transactions contemplated herein and shall continue in full force and effect for a period commencing on the Closing Date until the three month anniversary of such date periods specified below (“Survival Period”)): (i) The representations and warranties contained in Sections 3.7 and 3.10 shall survive until the expiration of any applicable statutes of limitation provided by law; and (ii) All other representations and warranties of Sellers shall be of no further force and effect after eighteen (18) months from the Closing Date. Anything to the contrary notwithstanding, the Survival Period period shall be extended automatically to include any time period necessary to resolve a written claim for indemnification which was made in reasonable detail before expiration of the Survival Period but not resolved prior to its expiration, and any such extension shall apply only as to the claims so asserted and not so resolved within the Survival Period. Liability for any such item shall continue until such claim shall have been finally settled, decided, or adjudicated. (d) The Purchaser shall provide written notice to Selling Stockholder Sellers of any claim for indemnification under this Article as soon as practicable; provided, however, that failure to provide such notice on a timely basis shall not bar the Purchaser’s ability to assert any such claim except to the extent that the Selling Stockholder Sellers is actually prejudiced thereby, provided that such notice is received by the Selling Stockholder Sellers during the applicable Survival Period. The Purchaser shall make commercially reasonable efforts to mitigate any damages, expenses, etc. resulting from any matter giving rise to liability of the Selling Stockholder Sellers under this Article.

Purchaser Claims. (a) The Selling Stockholder agrees to Each Shareholder shall indemnify and hold harmless the Purchaser, his its successors and assigns, against, and in respect of: (i) Any and all damages, losses, liabilities, costs, and expenses incurred or suffered by the Purchaser that result from, relate to, or arise out of: (aA) Any failure by the Selling Stockholder Shareholder(s) to carry out any covenant or agreement contained in this Agreement; (bB) Any material misrepresentation or breach of warranty by the Selling Stockholder Shareholder(s) contained in this Agreement, the Disclosure Schedule, or any certificate, furnished to the Purchaser by the Selling Stockholder Shareholder(s) pursuant hereto; or (C) Any claim by any Person for any brokerage or finder's fee or commission in respect of the transactions contemplated hereby as a result of Shareholder(s)'s dealings, agreement, or arrangement with such Person. (ii) Any and all actions, suits, claims, proceedings, investigations, demands, assessments, audits, fines, judgments, costs, and other expenses (including, without limitation, reasonable legal fees and expenses) incident to any of the foregoing including all such expenses reasonably incurred in mitigating any damages resulting to the Purchaser from any matter set forth in subsection (i) above. (b) The amount of any liability of the Selling Stockholder Shareholder(s) under this Section 6.1 shall be computed net of any tax benefit to the Purchaser from the matter giving rise to the claim for indemnification hereunder and net of any insurance proceeds received by the Purchaser with respect to the matter out of which such liability arose. Notwithstanding the foregoing, any liability of the Selling Stockholder shall not exceed the Purchase Price. (c) The representations and warranties of the Selling Stockholder Shareholder(s) contained in this Agreement, the Disclosure Schedule, or any certificate delivered by or on behalf of the Selling Stockholder Shareholder(s) pursuant to this Agreement or in connection with the transactions contemplated herein shall survive the consummation of the transactions contemplated herein and shall continue in full force and effect for a period commencing on the periods specified below ("Survival Period"): (i) The representations and warranties contained in Sections 3.8 and 3.13 shall survive until the expiration of any applicable statutes of limitation provided by law; and(ii) All other representations and warranties of Shareholder(s) shall be of no further force and effect after eighteen (18) months from the Closing Date until the three month anniversary of such date (“Survival Period”)Date. Anything to the contrary notwithstanding, the Survival Period period shall be extended automatically to include any time period necessary to resolve a written claim for indemnification which was made in reasonable detail before expiration of the Survival Period but not resolved prior to its expiration, and any such extension shall apply only as to the claims so asserted and not so resolved within the Survival Period. Liability for any such item shall continue until such claim shall have been finally settled, decided, or adjudicated. (d) The Purchaser shall provide written notice to Selling Stockholder Shareholder(s) of any claim for indemnification under this Article as soon as practicable; provided, however, that failure to provide such notice on a timely basis shall not bar the Purchaser’s 's ability to assert any such claim except to the extent that the Selling Stockholder Shareholder(s) is actually prejudiced thereby, provided that such notice is received by the Selling Stockholder Shareholder(s) during the applicable Survival Period. The Purchaser shall make commercially reasonable efforts to mitigate any damages, expenses, etc. resulting from any matter giving rise to liability of the Selling Stockholder Shareholder(s) under this Article.

Purchaser Claims. (a) The Selling Stockholder agrees to Seller shall indemnify and hold harmless the Purchaser, his its successors and assigns, against, and in respect of: (i) Any and all damages, losses, liabilities, costs, and expenses incurred or suffered by the Purchaser that result from, relate to, or arise out of: (aA) Any failure by the Selling Stockholder Seller to carry out any covenant or agreement contained in this Agreement; (bB) Any material misrepresentation or breach of warranty by the Selling Stockholder Seller contained in this Agreement, the Disclosure Schedule, or any certificate, furnished to the Purchaser by the Selling Stockholder Seller pursuant hereto; or (C) Any claim by any Person for any brokerage or finder's fee or commission in respect of the transactions contemplated hereby as a result of Seller's dealings, agreement, or arrangement with such Person. (ii) Any and all actions, suits, claims, proceedings, investigations, demands, assessments, audits, fines, judgments, costs, and other expenses (including, without limitation, reasonable legal fees and expenses) incident to any of the foregoing including all such expenses reasonably incurred in mitigating any damages resulting to the Purchaser from any matter set forth in subsection (i) above. (b) The amount of any liability of the Selling Stockholder Seller under this Section 6.1 7.1 shall be computed net of any tax benefit to the Purchaser from the matter giving rise to the claim for indemnification hereunder and net of any insurance proceeds received by the Purchaser with respect to the matter out of which such liability arose. Notwithstanding the foregoing, any liability of the Selling Stockholder shall not exceed the Purchase Price. (c) The representations and warranties of the Selling Stockholder Seller contained in this Agreement, the Disclosure Schedule, or any certificate delivered by or on behalf of the Selling Stockholder Seller pursuant to this Agreement or in connection with the transactions contemplated herein shall survive the consummation of the transactions contemplated herein and shall continue in full force and effect for a period commencing on the Closing Date until the three month anniversary expiration of such date any applicable statutes of limitation provided by law (“"Survival Period”"). Anything to the contrary notwithstanding, the Survival Period period shall be extended automatically to include any time period necessary to resolve a written claim for indemnification which was made in reasonable detail before expiration of the Survival Period but not resolved prior to its expiration, and any such extension shall apply only as to the claims so asserted and not so resolved within the Survival Period. Liability for any such item shall continue until such claim shall have been finally settled, decided, or adjudicated. (d) The Purchaser shall provide written notice to Selling Stockholder Seller of any claim for indemnification under this Article as soon as practicable; provided, however, that failure to provide such notice on a timely basis shall not bar the Purchaser’s 's ability to assert any such claim except to the extent that the Selling Stockholder Seller is actually prejudiced thereby, provided that such notice is received by the Selling Stockholder Seller during the applicable Survival Period. The Purchaser shall make commercially reasonable efforts to mitigate any damages, expenses, etc. resulting from any matter giving rise to liability of the Selling Stockholder Seller under this Article.

Purchaser Claims. (a) The Selling Stockholder agrees to Seller shall indemnify and hold harmless the Purchaser, his its successors and assigns, against, and in respect of: (i) Any and all damages, losses, liabilities, costs, and expenses incurred or suffered by the Purchaser that result from, relate to, or arise out of: (aA) Any any and all liabilities and obligations of Seller of any nature whatsoever, except for the Assumed Liabilities; (B) any failure by the Selling Stockholder Seller to carry out any covenant or agreement contained in this Agreement; (bC) Any material any misrepresentation or breach of warranty by the Selling Stockholder Seller contained in this Agreement, the Disclosure Memorandum, or any certificate, furnished to the Purchaser by the Selling Stockholder Seller pursuant hereto; or (D) any claim by any Person for any brokerage or finder's fee or commission in respect of the transactions contemplated hereby as a result of Seller's dealings, agreement, or arrangement with such Person. (ii) Any and all actions, suits, claims, proceedings, investigations, demands, assessments, audits, fines, judgments, costs, and other expenses (including, without limitation, reasonable legal fees and expenses) incident to any of the foregoing including all such expenses reasonably incurred in mitigating any damages resulting to the Purchaser from any matter set forth in subsection (i) above. (b) Notwithstanding the foregoing, Seller shall have no liability for indemnification or otherwise with respect to Section 8.1(a)(i)(C) (and Section 8.1(a)(ii) to the extent the items covered thereby relate back to Section 8.1(a)(i)(C)) until the aggregate liability of Seller thereunder exceeds $80,000 and then only to the extent that the aggregate liability of Seller thereunder exceeds such amount; provided, however, that liabilities arising with respect to Sections 3.1 through 3.4 hereof shall not be subject to the foregoing threshold and any liabilities arising with respect to such matters shall not be taken into account in computing aggregate liabilities for the purpose of applying such threshold amount to liabilities arising under other Sections subject thereto. In no event shall the aggregate liability of Seller under Section 8.1(a)(i)(C) (and Section 8.1(a)(ii) to the extent the items covered thereby relate back to Section 8.1(a)(i)(C)) exceed $8,000,000. (c) The amount of any liability of the Selling Stockholder Seller under this Section 6.1 8.1 shall be computed net of any tax benefit to the Purchaser from the matter giving rise to the claim for indemnification hereunder and net of any insurance proceeds received by the Purchaser with respect to the matter out of which such liability arose. Notwithstanding the foregoing, any liability of the Selling Stockholder shall not exceed the Purchase Price. (cd) The representations and warranties of the Selling Stockholder Seller contained in this Agreement, the Disclosure Memorandum, or any certificate delivered by or on behalf of the Selling Stockholder Seller pursuant to this Agreement or in connection with the transactions contemplated herein shall survive the consummation of the transactions contemplated herein and shall continue in full force and effect for a period commencing on the Closing Date periods specified below ("Survival Period"): (i) the representations and warranties contained in Section 3.5(d) shall be of no further force and effect after thirty days from the date of the Closing; (ii) the representations and warranties contained in Sections 3.1, through 3.4 and Section 3.7(g) shall survive until the three month anniversary expiration of such any applicable statues of limitation provided by law; and (iii) all other representations and warranties of Seller shall be of no further force and effect after one year from the date (“Survival Period”)of the Closing. Anything to the contrary notwithstanding, the Survival Period shall be extended automatically to include any time period necessary to resolve a written claim for indemnification which was made in reasonable detail before expiration of the Survival Period but not resolved prior to its expiration, and any such extension shall apply only as to the claims so asserted and not so resolved within the Survival Period. Liability for any such item shall continue until such claim shall have been finally settled, decided, or adjudicated. (de) Purchaser may not assert any claim against Seller for breach of any covenant contained in Article IV (except for Sections 4.1, 4.3, 4.4, and 4.11) and all such claims shall be deemed to be waived as a result of the Closing. The other covenants contained in Article IV and liability therefor shall survive the Closing. (f) Purchaser shall provide written notice to Selling Stockholder Seller of any claim for indemnification under this Article as soon as practicable; provided, however, that failure to provide such notice on a timely basis shall not bar the Purchaser’s 's ability to assert any such claim except to the extent that the Selling Stockholder Seller is actually prejudiced thereby, provided that such notice is received by the Selling Stockholder during the applicable Survival Period. The Purchaser shall make commercially reasonable efforts to mitigate any damages, expenses, etc. resulting from any matter giving rise to liability of the Selling Stockholder Seller under this Article. (g) Notwithstanding any other provision of this Article VIII, the aggregate principal amount of the obligation of Seller under this Article VIII shall not exceed the gross proceeds actually received by the Seller in connection with this Agreement and the transaction contemplated hereby.

Purchaser Claims. (a) The Selling Stockholder agrees to Seller shall indemnify and hold harmless the Purchaser, his its successors and assigns, against, and in respect of: (i) Any and all damages, losses, liabilities, costs, and expenses incurred or suffered by the Purchaser that result from, relate to, or arise out of: (aA) Any any and all liabilities and obligations of Seller of any nature whatsoever, except for the Assumed Liabilities; (B) any failure by the Selling Stockholder Seller to carry out any covenant or agreement contained in this Agreement; (bC) Any material any misrepresentation or breach of warranty by the Selling Stockholder Seller contained in this Agreement, the Disclosure Memorandum, or any certificate, furnished to the Purchaser by the Selling Stockholder Seller pursuant hereto; (D) any claim by any Person for any brokerage or finder's fee or commission in respect of the transactions contemplated hereby as a result of Seller's dealings, agreement, or arrangement with such Person; or (E) any claim arising out of the operation of the Restaurants prior to the Closing. (ii) Any and all actions, suits, claims, proceedings, investigations, demands, assessments, audits, fines, judgments, costs, and other expenses (including, without limitation, reasonable legal fees and expenses) incident to any of the foregoing including all such expenses reasonably incurred in mitigating any damages resulting to the Purchaser from any matter set forth in subsection (i) above. (b) Notwithstanding the foregoing, Seller shall have no liability for indemnification or otherwise with respect to claims under Section 8.1(a)(i)(C) (and Section 8.1(a)(ii) to the extent the items covered thereby relate back to Section 8.1(a)(i)(C)) for any single Restaurant until the aggregate liability of Seller thereunder exceeds $60,000.00 for the affected Restaurant (at which point the Seller will be obligated to indemnify the Purchaser from and against all such liabilities for the affected Restaurant relating to the first dollar); provided, however, that liabilities arising with respect to Sections 3.1 through 3.4, 3.7(g) and 3.9 hereof shall not be subject to the foregoing threshold and any liabilities arising with respect to such matters shall not be taken into account in computing aggregate liabilities for the purpose of applying such threshold amount to liabilities arising under other Sections subject thereto. In no event shall the aggregate liability of Seller under Section 8.1(a)(i)(C) (and Section 8.1(a)(ii) to the extent the items covered thereby relate back to Section 8.1(a)(i)(C)) exceed $15,000,000.00. (c) The amount of any liability of the Selling Stockholder Seller under this Section 6.1 8.1 shall be computed net of any tax benefit to the Purchaser from the matter giving rise to the claim for indemnification hereunder and net of any insurance proceeds received by the Purchaser with respect to the matter out of which such liability arose. Notwithstanding the foregoing, any liability of the Selling Stockholder shall not exceed the Purchase Price. (cd) The representations and warranties of the Selling Stockholder Seller contained in this Agreement, the Disclosure Memorandum, or any certificate delivered by or on behalf of the Selling Stockholder Seller pursuant to this Agreement or in connection with the transactions contemplated herein shall survive the consummation of the transactions contemplated herein and shall continue in full force and effect for a period commencing on the Closing Date periods specified below ("Survival Period"): (i) the representations and warranties contained in Section 3.5(d) shall be of no further force and effect after thirty days from the date of the Closing; (ii) the representations and warranties contained in Sections 3.1 through 3.4, Section 3.7(g) and 3.9 shall survive until the three month anniversary expiration of such any applicable statues of limitation provided by law; and (iii) all other representations and warranties of Seller shall be of no further force and effect after eighteen months from the date (“Survival Period”)of the Closing. Anything to the contrary notwithstanding, the Survival Period shall be extended automatically to include any time period necessary to resolve a written claim for indemnification which was made in reasonable detail before expiration of the Survival Period but not resolved prior to its expiration, and any such extension shall apply only as to the claims so asserted and not so resolved within the Survival Period. Liability for any such item shall continue until such claim shall have been finally settled, decided, or adjudicated. (de) The Except for claims arising under Sections 4.1, 4.3, 4.4, and 4.10 which shall survive the Closing, Purchaser may not assert any claim against Seller for breach of any covenant contained in Article IV following the Closing. (f) Purchaser shall provide written notice to Selling Stockholder Seller of any claim for indemnification under this Article as soon as practicable; provided, however, that failure to provide such notice on a timely basis shall not bar the Purchaser’s 's ability to assert any such claim except to the extent that the Selling Stockholder Seller is actually prejudiced thereby, provided that such notice is received by the Selling Stockholder during the applicable Survival Period. The Purchaser shall make commercially reasonable efforts to mitigate any damages, expenses, etc. resulting from any matter giving rise to liability of the Selling Stockholder Seller under this Article. (g) Notwithstanding any other provision of this Article VIII, the aggregate principal amount of the obligation of Seller under this Article VIII shall not exceed the gross proceeds actually received by the Seller in connection with this Agreement and the transaction contemplated hereby.

Purchaser Claims. (a) The Selling Stockholder agrees to Seller shall indemnify and hold harmless the PurchaserPurchaser and Hospitality, his and their respective successors and assigns, against, and in respect of: (i) Any and all damages, losses, liabilities, costs, and expenses incurred or suffered by the Purchaser and Hospitality that result from, relate to, or arise out of: (aA) Any any and all liabilities and obligations of Seller of any nature whatsoever except for the Assumed Liabilities; (B) any failure by the Selling Stockholder Seller to carry out any covenant or agreement contained in this Agreement; (bC) Any material any misrepresentation or breach of warranty by the Selling Stockholder Seller contained in this Agreement, the Disclosure Memorandum, or any certificate, furnished to the Purchaser or Hospitality by the Selling Stockholder Seller pursuant hereto; or (D) any claim by any Person for any brokerage or finder's fee or commission in respect of the transactions contemplated hereby as a result of Seller's dealings, agreement, or arrangement with such person. (ii) Any and all actions, suits, claims, proceedings, investigations, demands, assessments, audits, fines, judgments, costs, and other expenses (including, without limitation, reasonable legal fees and expenses) incident to any of the foregoing including all such expenses reasonably incurred in mitigating any damages resulting to the Purchaser or Hospitality from any matter set forth in subsection (i) above. (b) Notwithstanding the foregoing, Seller shall have no liability for indemnification or otherwise with respect to Section 8.1(a)(i)(C) (and Section 8.1(a)(ii) to the extent the items covered thereby relate back to Section 8.1(a)(i)(C)) until the aggregate liability of Seller thereunder exceeds $78,000 and then only to the extent that the aggregate liability of Seller thereunder exceeds such amount; provided, however, that liabilities arising with respect to Sections 3.1 through 3.4 and Sections 3.5(a), 3.5(d), 3.7(g), and 3.9 hereof shall not be subject to the foregoing threshold and any liabilities arising with respect to such matters shall not be taken into account in computing aggregate liabilities for the purpose of apply such threshold amount to liabilities arising under other Sections subject thereto, provided, however, that Seller shall have no liability for indemnification or otherwise with respect to Section 8.1(a)(i)(C) to the extent it relates to Section 3.5(d) (and Section 8.1(a)(ii) to the extent the items covered thereby relate back to Section 8.l(a)(i)(C)'s applicability to Section 3.5(d)) until the aggregate liability of Seller thereunder relating to a particular Restaurant exceeds $5,000 for such Restaurant and then only to the extent that the aggregate liability of Seller thereunder exceeds such amount. In no event shall the aggregate liability of Seller under Section 8.1(a)(i)(C) (and Section 8.1(a)(ii) to the extent the items covered thereby relate back to Section 8.1(a)(i)(C)) exceed $1,560,000, provided, however, that liabilities arising with respect to Sections 3.1 through 3.4 and Sections 3.5(a), 3.5(d), and 3.9 hereof shall not be subject to the foregoing cap and any liabilities arising with respect to such matters shall not be taken into account in computing aggregate liabilities for the purpose of applying such cap to liabilities arising under other sections subject thereto. (c) The amount of any liability of the Selling Stockholder Seller under this Section 6.1 8.1 shall be computed net of any tax benefit to the Purchaser and Hospitality from the matter giving rise to the claim for indemnification hereunder and net of any insurance proceeds received by the Purchaser or Hospitality with respect to the matter out of which such liability arose. Notwithstanding the foregoing, any liability of the Selling Stockholder shall not exceed the Purchase Price. (cd) The representations and warranties of the Selling Stockholder Seller contained in this Agreement, the Disclosure Memorandum, or any certificate delivered by or on behalf of the Selling Stockholder Seller pursuant to this Agreement or in connection with the transactions contemplated herein shall survive the consummation of the transactions contemplated herein and shall continue in full force and effect for a period commencing on the Closing Date periods specified below ("Survival Period"): (i) the representations and warranties contained in Section 3.5(d) shall be of no further force and effect after 60 days from the date of the Closing; (ii) the representations and warranties contained in Sections 3.1 through 3.4 and Sections 3.5(a), 3.7(g) and 3.9 shall survive until the three month anniversary expiration of such any applicable statues of limitation provided by law; and (iii) all other representations and vales of Seller shaxx xx of no further force and effect after 18 months from the date (“Survival Period”)of the Closing. Anything to the contrary notwithstanding, the Survival Period shall be extended automatically to include any time period necessary to resolve a written claim for indemnification which was made in reasonable detail before expiration of the Survival Period but not resolved prior to its expiration, and any such extension shall apply only as to the claims so asserted and not so resolved within the Survival Period. Liability for any such item shall continue until such claim shall have been finally settled, decided, or adjudicated. (de) The Except for claims under Sections 4.1, 4.3, 4.4, 4.5, 4.11, and 4.13 which shall survive the Closing, Purchaser and Hospitality may not assert any claim against Seller for breach of any covenant contained in Article IV and all such claims shall be deemed to be waived as a result of the Closing. (f) Purchaser and Hospitality shall provide written notice to Selling Stockholder Seller of any claim for indemnification under this Article as soon as practicable; provided, however, that failure to provide such notice on a timely basis shall not bar the Purchaser’s 's or Hospitality's ability to assert any such claim except to the extent that the Selling Stockholder Seller is actually prejudiced thereby, provided that such notice is received by the Selling Stockholder during the applicable Survival Period. The Purchaser and Hospitality shall make more commercially reasonable efforts to mitigate any damages, expenses, etc. resulting from any matter giving rise to liability of the Selling Stockholder Seller under this Article. (g) Notwithstanding any other provision of this Article VIII, the aggregate principal amount of the obligation of Seller under this Article VIII shall not exceed the gross proceeds actually received by the Seller in connection with this Agreement and the transaction contemplated hereby.

Purchaser Claims. (a) The Selling Stockholder agrees to Seller shall indemnify and hold harmless the Purchaser, his its successors and assigns, against, and in respect of: (i) Any and all damages, losses, liabilities, costs, and expenses incurred or suffered by the Purchaser that result from, relate to, or arise out of: (aA) Any any and all liabilities and obligations of Seller of any nature whatsoever; (B) any failure by the Selling Stockholder Seller to carry out any covenant or agreement contained in this Agreement; (bC) Any material any misrepresentation or breach of warranty by the Selling Stockholder Seller contained in this Agreement, the Disclosure Memorandum, or any certificate, furnished to the Purchaser by the Selling Stockholder Seller pursuant hereto; (D) any claim by any Person for any brokerage or finder's fee or commission in respect of the transactions contemplated hereby as a result of Seller's dealings, agreement, or arrangement with such Person over and above the $ 10,000 being paid to The Weitzman Group; or (E) any claim arising out of the operation of the Restaurant prior to the Closing. (ii) Any and all actions, suits, claims, proceedings, investigations, demands, assessments, audits, fines, judgments, costs, and other expenses (including, without limitation, reasonable legal fees and expenses) incident to any of the foregoing including all such expenses reasonably incurred in mitigating any damages resulting to the Purchaser from any matter set forth in subsection (i) above. (b) The amount of any liability of the Selling Stockholder under this Section 6.1 shall be computed net of any tax benefit to the Purchaser from the matter giving rise to the claim for indemnification hereunder and net of any insurance proceeds received by the Purchaser with respect to the matter out of which such liability arose. Notwithstanding the foregoing, any liability of the Selling Stockholder shall not exceed the Purchase Price. (c) The representations and warranties of the Selling Stockholder Seller contained in this Agreement, the Disclosure Memorandum, or any certificate delivered by or on behalf of the Selling Stockholder Seller pursuant to this Agreement or in connection with the transactions contemplated herein shall survive the consummation of the transactions contemplated herein and shall continue in full force and effect for a period commencing on the Closing Date periods specified below ("Survival Period"): (i) the representations and warranties contained in Sections 3.1 through 3.4, Section 3.5(b) and 3.7 shall survive until the three month anniversary expiration of such any applicable statutes of limitation provided by law; and (ii) all other representations and warranties of Seller shall be of no further force and effect after twelve months from the date (“Survival Period”)of the Closing. Anything to the contrary notwithstanding, the Survival Period shall be extended automatically to include any time period necessary to resolve a written claim for indemnification which was made in reasonable detail before expiration of the Survival Period but not resolved prior to its expiration, and any such extension shall apply only as to the claims so asserted and not so resolved within the Survival Period. Liability for any such item shall continue until such claim shall have been finally settled, decided, or adjudicated. (dc) The Purchaser shall provide written notice to Selling Stockholder Seller of any claim for indemnification under this Article as soon as practicable; provided, however, that failure to provide such notice on a timely basis shall not bar the Purchaser’s 's ability to assert any such claim except to the extent that the Selling Stockholder Seller is actually prejudiced thereby, provided that such notice is received by the Selling Stockholder during the applicable Survival Period. The Purchaser shall make commercially reasonable efforts to mitigate any damages, expenses, etc. resulting from any matter giving rise to liability of the Selling Stockholder Seller under this Article. (d) In addition to other means of recovery, Purchaser may offset the amount of any claims under this Article V against the shares of common stock issuable at the end of one year pursuant to Section 2.3.

Purchaser Claims. (a) The Selling Stockholder agrees to Seller shall indemnify and hold harmless the PurchaserPurchaser and Hospitality, his and their respective successors and assigns, against, and in respect of: (i) Any and all damages, losses, liabilities, costs, and expenses incurred or suffered by the Purchaser and Hospitality that result from, relate to, or arise out of: (aA) Any any and all liabilities and obligations of Seller of any nature whatsoever, except for the Assumed Liabilities; (B) any failure by the Selling Stockholder Seller to carry out any covenant or agreement contained in this Agreement; (bC) Any material any misrepresentation or breach of warranty by the Selling Stockholder Seller contained in this Agreement, the Disclosure Memorandum, or any certificate, furnished to the Purchaser or Hospitality by the Selling Stockholder Seller pursuant hereto; or (D) any claim by any Person for any brokerage or finder's fee or commission in respect of the transactions contemplated hereby as a result of Seller's dealings, agreement, or arrangement with such Person. (ii) Any and all actions, suits, claims, proceedings, investigations, demands, assessments, audits, fines, judgments, costs, and other expenses (including, without limitation, reasonable legal fees and expenses) incident to any of the foregoing including all such expenses reasonably incurred in mitigating any damages resulting to the Purchaser or Hospitality from any matter set forth in subsection (i) above. (b) Notwithstanding the foregoing, Seller shall have no liability for indemnification or otherwise with respect to Section 8.1(a)(i)(C) (and Section 8.1(a)(ii) to the extent the items covered thereby relate back to Section 8.1(a)(i)(C)) until the aggregate liability of Seller thereunder exceeds $176,837 and then only to the extent that the aggregate liability of Seller thereunder exceeds such amount; provided, however, that liabilities arising with respect to Sections 3.1 through 3.4 and Sections 3.5(a), 3.5(d), 3.7(g), and 3.9 hereof shall not be subject to the foregoing threshold and any liabilities arising with respect to such matters shall not be taken into account in computing aggregate liabilities for the purpose of applying such threshold amount to liabilities arising under other Sections subject thereto, provided, however, that Seller shall have no liability for indemnification or otherwise with respect to Section 8.1(a)(i)(C) to the extent it relates to Section 3.5(d) (and Section 8.1(a)(ii) to the extent the items covered thereby relate back to Section 8.1(a)(i)(C)'s applicability to Section 3.5(d)) until the aggregate liability of Seller thereunder relating to a particular Restaurant exceeds $5,000 for such Restaurant and then only to the extent that the aggregate liability of Seller thereunder exceeds such amount. In no event shall the aggregate liability of Seller under Section 8.1(a)(i)(C) (and Section 8.1(a)(ii) to the extent the items covered thereby relate back to Section 8.1(a)(i)(C)) exceed $3,342,000; provided, however, that liabilities arising with respect to Sections 3.1 through 3.4 and Sections 3.5(a), 3.5(d), and 3.9 hereof shall not be subject to the foregoing cap and any liabilities arising with respect to such matters shall not be taken into account in computing aggregate liabilities for the purpose of applying such cap to liabilities arising under other sections subject thereto. (c) The amount of any liability of the Selling Stockholder Seller under this Section 6.1 8.1 shall be computed net of any tax benefit to the Purchaser and Hospitality from the matter giving rise to the claim for indemnification hereunder and net of any insurance proceeds received by the Purchaser or Hospitality with respect to the matter out of which such liability arose. Notwithstanding the foregoing, any liability of the Selling Stockholder shall not exceed the Purchase Price. (cd) The representations and warranties of the Selling Stockholder Seller contained in this Agreement, the Disclosure Memorandum, or any certificate delivered by or on behalf of the Selling Stockholder Seller pursuant to this Agreement or in connection with the transactions contemplated herein shall survive the consummation of the transactions contemplated herein and shall continue in full force and effect for a period commencing on the Closing Date periods specified below ("Survival Period"): (i) the representations and warranties contained in Section 3.5(d) shall be of no further force and effect after 60 days from the date of the Closing; (ii) the representations and warranties contained in Sections 3.1 through 3.4 and Sections 3.5(a), 3.7(g) and 3.9 shall survive until the three month anniversary expiration of such any applicable statues of limitation provided by law; and (iii) all other representations and warranties of Seller shall be of no further force and effect after 18 months from the date (“Survival Period”)of the Closing. Anything to the contrary notwithstanding, the Survival Period shall be extended automatically to include any time period necessary to resolve a written claim for indemnification which was made in reasonable detail before expiration of the Survival Period but not resolved prior to its expiration, and any such extension shall apply only as to the claims so asserted and not so resolved within the Survival Period. Liability for any such item shall continue until such claim shall have been finally settled, decided, or adjudicated. (de) The Except for claims under Sections 4.1, 4.3, 4.4, 4.5, 4.11, and 4.13 which shall survive the Closing, Purchaser and Hospitality may not assert any claim against Seller for breach of any covenant contained in Article IV and all such claims shall be deemed to be waived as a result of the Closing. (f) Purchaser and Hospitality shall provide written notice to Selling Stockholder Seller of any claim for indemnification under this Article as soon as practicable; provided, however, that failure to provide such notice on a timely basis shall not bar the Purchaser’s 's or Hospitality's ability to assert any such claim except to the extent that the Selling Stockholder Seller is actually prejudiced thereby, provided that such notice is received by the Selling Stockholder during the applicable Survival Period. The Purchaser and Hospitality shall make commercially reasonable efforts to mitigate any damages, expenses, etc. resulting from any matter giving rise to liability of the Selling Stockholder Seller under this Article. (g) Notwithstanding any other provision of this Article VIII, the aggregate principal amount of the obligation of Seller under this Article VIII shall not exceed the gross proceeds actually received by the Seller in connection with this Agreement and the transaction contemplated hereby.

Purchaser Claims. (a) The Selling Stockholder agrees to Seller shall indemnify and hold harmless the Purchaser, his its successors and assigns, against, and in respect of: (i) Any and all damages, losses, liabilities, costs, and expenses incurred or suffered by the Purchaser that result from, relate to, or arise out of: (aA) Any failure by the Selling Stockholder Seller to carry out any covenant or agreement contained in this Agreement; (bB) Any material misrepresentation or breach of warranty by the Selling Stockholder Seller contained in this Agreement, the Disclosure Schedule, or any certificate, furnished to the Purchaser by the Selling Stockholder Seller pursuant hereto; or (C) Any claim by any Person for any brokerage or finder's fee or commission in respect of the transactions contemplated hereby as a result of Seller' dealings, agreement, or arrangement with such Person. (ii) Any and all actions, suits, claims, proceedings, investigations, demands, assessments, audits, fines, judgments, costs, and other expenses (including, without limitation, reasonable legal fees and expenses) incident to any of the foregoing including all such expenses reasonably incurred in mitigating any damages resulting to the Purchaser from any matter set forth in subsection (i) above. (b) The amount of any liability of the Selling Stockholder Seller under this Section 6.1 7.1 shall be computed net of any tax benefit to the Purchaser from the matter giving rise to the claim for indemnification hereunder and net of any insurance proceeds received by the Purchaser with respect to the matter out of which such liability arose. Notwithstanding the foregoing, any liability of the Selling Stockholder shall not exceed the Purchase Price. (c) The representations and warranties of the Selling Stockholder Seller contained in this Agreement, the Disclosure Schedule, or any certificate delivered by or on behalf of the Selling Stockholder Seller pursuant to this Agreement or in connection with the transactions contemplated herein shall survive the consummation of the transactions contemplated herein and shall continue in full force and effect for a period commencing on the Closing Date until the three month anniversary expiration of such date any applicable statutes of limitation provided by law (“"Survival Period”"). Anything to the contrary notwithstanding, the Survival Period period shall be extended automatically to include any time period necessary to resolve a written claim for indemnification which was made in reasonable detail before expiration of the Survival Period but not resolved prior to its expiration, and any such extension shall apply only as to the claims so asserted and not so resolved within the Survival Period. Liability for any such item shall continue until such claim shall have been finally settled, decided, or adjudicated. (d) The Purchaser shall provide written notice to Selling Stockholder Seller of any claim for indemnification under this Article as soon as practicable; provided, however, that failure to provide such notice on a timely basis shall not bar the Purchaser’s 's ability to assert any such claim except to the extent that the Selling Stockholder is Seller are actually prejudiced thereby, provided that such notice is received by the Selling Stockholder Seller during the applicable Survival Period. The Purchaser shall make commercially reasonable efforts to mitigate any damages, expenses, etc. resulting from any matter giving rise to liability of the Selling Stockholder Seller under this Article.

Purchaser Claims. (a) The Selling Stockholder agrees to Seller shall indemnify and hold harmless the PurchaserP urchaser, his its successors and assigns, against, and in respect of: (i) Any and all damages, losses, liabilities, costs, and expenses incurred or suffered by the Purchaser that result from, relate to, or arise out of: (aA) Any any and all liabilities and obligations of Seller of any nature whatsoever, except for the Assumed Liabilities; (B) any failure by the Selling Stockholder Seller to carry out any covenant or agreement contained in this Agreement; (bC) Any material any misrepresentation or breach of warranty by the Selling Stockholder Seller contained in this Agreement, the Disclosure Memorandum, or any certificate, furnished to the Purchaser by the Selling Stockholder Seller pursuant hereto; or (D) any claim by any Person for any brokerage or finder's fee or commission in respect of the transactions contemplated hereby as a result of Seller's dealings, agreement, or arrangement with such Person. (ii) Any and all actions, suits, claims, proceedings, investigations, demands, assessments, audits, fines, judgments, costs, and other expenses (including, without limitation, reasonable legal fees and expenses) incident to any of the foregoing including all such expenses reasonably incurred in mitigating any damages resulting to the Purchaser from any matter set forth in subsection (i) above. (b) Notwithstanding the foregoing, Seller shall have no liability for indemnification or otherwise with respect to Section 8.1(a)(i)(C) (and Section 8.1(a)(ii) to the extent the items covered thereby relate back to Section 8.1(a)(i)(C)) until the aggregate liability of Seller thereunder exceeds $241,000 and then only to the extent that the aggregate liability of Seller thereunder exceeds such amount; provided, however, that liabilities arising with respect to Sections 3.1 through 3.4 hereof shall not be subject to the foregoing threshold and any liabilities arising with respect to such matters shall not be taken into account in computing aggregate liabilities for the purpose of applying such threshold amount to liabilities arising under other Sections subject thereto. In no event shall the aggregate liability of Seller under Section 8.1(a)(i)(C) (and Section 8.1(a)(ii) to the extent the items covered thereby relate back to Section 8.1(a)(i)(C)) exceed $2,410,000. (c) The amount of any liability of the Selling Stockholder Seller under this Section 6.1 8.1 shall be computed net of any tax benefit to the Purchaser from the matter giving rise to the claim for indemnification hereunder and net of any insurance proceeds received by the Purchaser with respect to the matter out of which such liability arose. Notwithstanding the foregoing, any liability of the Selling Stockholder shall not exceed the Purchase Price. (cd) The representations and warranties of the Selling Stockholder Seller contained in this Agreement, the Disclosure Memorandum, or any certificate delivered by or on behalf of the Selling Stockholder Seller pursuant to this Agreement or in connection with the transactions contemplated herein shall survive the consummation of the transactions contemplated herein and shall continue in full force and effect for a period commencing on the Closing Date periods specified below ("Survival Period"): (i) the representations and warranties contained in Section 3.5(d) shall be of no further force and effect after thirty days from the date of the Closing; (ii) the representations and warranties contained in Sections 3.1 through 3.4 and Section 3.7(g) shall survive until the three month anniversary expiration of such any applicable statues of limitation provided by law; and (iii) all other representations and warranties of Seller shall be of no further force and effect after one year from the date (“Survival Period”)of the Closing. Anything to the contrary notwithstanding, the Survival Period shall be extended automatically to include any time period necessary to resolve a written claim for indemnification which was made in reasonable detail before expiration of the Survival Period but not resolved prior to its expiration, and any such extension shall apply only as to the claims so asserted and not so resolved within the Survival Period. Liability for any such item shall continue until such claim shall have been finally settled, decided, or adjudicated. (de) Purchaser may not assert any claim against Seller for breach of any covenant contained in Article IV (except for Sections 4.1, 4.3, 4.4, and 4.11) and all such claims shall be deemed to be waived as a result of the Closing. The other covenants contained in Article IV and liability therefor shall survive the Closing. (f) Purchaser shall provide written notice to Selling Stockholder Seller of any claim for indemnification under this Article as soon as practicable; provided, however, that failure to provide such notice on a timely basis shall not bar the Purchaser’s 's ability to assert any such claim except to the extent that the Selling Stockholder Seller is actually prejudiced thereby, provided that such notice is received by the Selling Stockholder during the applicable Survival Period. The Purchaser shall make commercially reasonable efforts to mitigate any damages, expenses, etc. resulting from any matter giving rise to liability of the Selling Stockholder Seller under this ArticleArticle VIII. (g) Notwithstanding any other provision of this Article VIII, the aggregate principal amount of the obligation of Seller under this Article VIII shall not exceed the gross proceeds actually received by the Seller in connection with this Agreement and the transaction contemplated hereby.

Purchaser Claims. (a) The Selling Stockholder agrees to Seller shall indemnify and hold harmless the Purchaser, his its successors and assigns, against, and in respect of: (i) Any and all damages, losses, liabilities, costs, and expenses incurred or suffered by the Purchaser that result from, relate to, or arise out of: (aA) Any any and all liabilities and obligations of Seller of any nature whatsoever, except for the Assumed Liabilities; (B) any failure by the Selling Stockholder Seller to carry out any covenant or agreement contained in this Agreement; (bC) Any material any misrepresentation or breach of warranty by the Selling Stockholder Seller contained in this Agreement, the Disclosure Memorandum, or any certificate, furnished to the Purchaser by the Selling Stockholder Seller pursuant hereto; or (D) any claim by any Person for any brokerage or finder's fee or commission in respect of the transactions contemplated hereby as a result of Seller's dealings, agreement, or arrangement with such Person. (ii) Any and all actions, suits, claims, proceedings, investigations, demands, assessments, audits, fines, judgments, costs, and other expenses (including, without limitation, reasonable legal fees and expenses) incident to any of the foregoing including all such expenses reasonably incurred in mitigating any damages resulting to the Purchaser from any matter set forth in subsection (i) above. (b) Notwithstanding the foregoing, Seller shall have no liability for indemnification or otherwise with respect to Section 8.1(a)(i)(C) (and Section 8.1(a)(ii) to the extent the items covered thereby relate back to Section 8.1(a)(i)(C)) until the aggregate liability of Seller thereunder exceeds $200,000 and then only to the extent that the aggregate liability of Seller thereunder exceeds such amount; provided, however, that liabilities arising with respect to Sections 3.1 through 3.4 hereof shall not be subject to the foregoing threshold and any liabilities arising with respect to such matters shall not be taken into account in computing aggregate liabilities for the purpose of applying such threshold amount to liabilities arising under other Sections subject thereto. In no event shall the aggregate liability of Seller under Section 8.1(a)(i)(C) (and Section 8.1(a)(ii) to the extent the items covered thereby relate back to Section 8.1(a)(i)(C)) exceed $5.0 million. (c) The amount of any liability of the Selling Stockholder Seller under this Section 6.1 8.1 shall be computed net of any tax benefit to the Purchaser from the matter giving rise to the claim for indemnification hereunder and net of any insurance proceeds received by the Purchaser with respect to the matter out of which such liability arose. Notwithstanding the foregoing, any liability of the Selling Stockholder shall not exceed the Purchase Price. (cd) The representations and warranties of the Selling Stockholder Seller contained in this Agreement, the Disclosure Memorandum, or any certificate delivered by or on behalf of the Selling Stockholder Seller pursuant to this Agreement or in connection with the transactions contemplated herein shall survive the consummation of the transactions contemplated herein and shall continue in full force and effect for a period commencing on the Closing Date periods specified below ("Survival Period"): (i) the representations and warranties contained in Section 3.5(d) shall be of no further force and effect after sixty days from the date of the Closing; (ii) the representations and warranties contained in Sections 3.1, through 3.4 and Section 3.7(g) shall survive until the three month anniversary expiration of such any applicable statues of limitation provided by law; and (iii) all other representations and warranties of Seller shall be of no further force and effect after one year from the date (“Survival Period”)of the Closing. Anything to the contrary notwithstanding, the Survival Period shall be extended automatically to include any time period necessary to resolve a written claim for indemnification which was made in reasonable detail before expiration of the Survival Period but not resolved prior to its expiration, and any such extension shall apply only as to the claims so asserted and not so resolved within the Survival Period. Liability for any such item shall continue until such claim shall have been finally settled, decided, or adjudicated. (de) Purchaser may not assert any claim against Seller for breach of any covenant contained in Article IV (except for Sections 4.1, 4.3, 4.4, and 4.11) and all such claims shall be deemed to be waived as a result of the Closing. The other covenants contained in Sections 4.1, 4.3, 4.4, and 4.11 and liability therefor shall survive the Closing. (f) Purchaser shall provide written notice to Selling Stockholder Seller of any claim for indemnification under this Article as soon as practicable; provided, however, that failure to provide such notice on a timely basis shall not bar the Purchaser’s 's ability to assert any such claim except to the extent that the Selling Stockholder Seller is actually prejudiced thereby, provided that such notice is received by the Selling Stockholder during the applicable Survival Period. The Purchaser shall make commercially reasonable efforts to mitigate any damages, expenses, etc. resulting from any matter giving rise to liability of the Selling Stockholder Seller under this Article.

Purchaser Claims. (a) The Selling Stockholder agrees to Seller shall indemnify and hold harmless the Purchaser, his its successors and assigns, against, and in respect of: (i) Any and all damages, losses, liabilities, costs, and expenses incurred or suffered by the Purchaser that result from, relate to, or arise out of: (aA) Any failure by the Selling Stockholder Seller to carry out any covenant or agreement contained in this Agreement; (bB) Any material misrepresentation or breach of warranty by the Selling Stockholder Seller contained in this Agreement, the Disclosure Schedule, or any certificate, furnished to the Purchaser by the Selling Stockholder Seller pursuant hereto; or (C) Any claim by any Person for any brokerage or finder's fee or commission in respect of the transactions contemplated hereby as a result of Seller' dealings, agreement, or arrangement with such Person. (ii) Any and all actions, suits, claims, proceedings, investigations, demands, assessments, audits, fines, judgments, costs, and other expenses (including, without limitation, reasonable legal fees and expenses) incident to any of the foregoing including all such expenses reasonably incurred in mitigating any damages resulting to the Purchaser from any matter set forth in subsection (i) above. (b) The amount of any liability of the Selling Stockholder Seller under this Section 6.1 shall be computed net of any tax benefit to the Purchaser from the matter giving rise to the claim for indemnification hereunder and net of any insurance proceeds received by the Purchaser with respect to the matter out of which such liability arose. Notwithstanding the foregoing, any liability of the Selling Stockholder shall not exceed the Purchase Price. (c) The representations and warranties of the Selling Stockholder Seller contained in this Agreement, the Disclosure Schedule, or any certificate delivered by or on behalf of the Selling Stockholder Seller pursuant to this Agreement or in connection with the transactions contemplated herein shall survive the consummation of the transactions contemplated herein and shall continue in full force and effect for a period commencing on the periods specified below ("Survival Period"): (i) The representations and warranties contained in Sections 3.8 and 3.13 shall survive until the expiration of any applicable statutes of limitation provided by law; and (ii) All other representations and warranties of Seller shall be of no further force and effect after eighteen (18) months from the Closing Date until the three month anniversary of such date (“Survival Period”)Date. Anything to the contrary notwithstanding, the Survival Period period shall be extended automatically to include any time period necessary to resolve a written claim for indemnification which was made in reasonable detail before expiration of the Survival Period but not resolved prior to its expiration, and any such extension shall apply only as to the claims so asserted and not so resolved within the Survival Period. Liability for any such item shall continue until such claim shall have been finally settled, decided, or adjudicated. (d) The Purchaser shall provide written notice to Selling Stockholder Seller of any claim for indemnification under this Article as soon as practicable; provided, however, that failure to provide such notice on a timely basis shall not bar the Purchaser’s 's ability to assert any such claim except to the extent that the Selling Stockholder Seller is actually prejudiced thereby, provided that such notice is received by the Selling Stockholder Seller during the applicable Survival Period. The Purchaser shall make commercially reasonable efforts to mitigate any damages, expenses, etc. resulting from any matter giving rise to liability of the Selling Stockholder Seller under this Article.

Purchaser Claims. (a) The Selling Stockholder agrees to Sellers shall indemnify and hold harmless the Purchaser, his successors its officers, directors, agents, successors, assigns or affiliates, from and assignsagainst any and all demands, againstclaims, and actions or causes of action, assessments, losses, diminution in respect ofvalue, damages not including punitive, special or consequential damages or attorney fees, suffered or incurred by any such party by reason of or arising out of any of the following: (i) Any and all damages, losses, liabilities, costs, and expenses incurred the material breach by such Sellers of any representation or suffered by the Purchaser that result from, relate to, or arise out of: (a) Any failure by the Selling Stockholder to carry out any covenant or agreement warranty contained in this Agreementherein; (b) Any material misrepresentation or breach of warranty by the Selling Stockholder contained in this Agreement, or any certificate, furnished to the Purchaser by the Selling Stockholder pursuant hereto; or (ii) Any and all actions, suits, claims, proceedings, investigations, demands, assessments, audits, fines, judgments, costs, and other expenses the non-fulfillment of any material covenant or agreement of such Sellers contained herein; and (including, without limitation, reasonable legal fees and expensesiii) incident to any liability or obligation of the foregoing including all such expenses reasonably incurred Sellers not included in mitigating any damages resulting to the Purchaser from any matter set forth in subsection (i) above.Assumed Liabilities; (b) The amount of any liability of the Selling Stockholder Sellers under this Section 6.1 7.1 shall be computed net of any tax benefit to the Purchaser from the matter giving rise to the claim for indemnification hereunder and net of any insurance proceeds received by the Purchaser with respect to the matter out of which such liability arose. Notwithstanding the foregoing, any liability of the Selling Stockholder shall not exceed the Purchase Price. (c) The representations and warranties of the Selling Stockholder Sellers contained in this Agreement, the Schedules, or any certificate delivered by or on behalf of the Selling Stockholder Sellers pursuant to this Agreement or in connection with the transactions contemplated herein shall survive the consummation of the transactions contemplated herein and shall continue in full force and effect for a period commencing on the Closing Date until the three month anniversary of such date one year (“"Survival Period”"). Anything to the contrary notwithstanding, the Survival Period shall be extended automatically to include any time period necessary to resolve a written claim for indemnification which was made in reasonable detail before expiration of the Survival Period but not resolved prior to its expiration, and any such extension shall apply only as to the claims so asserted and not so resolved within the Survival Period. Liability for any such item shall continue until such claim shall have been finally settled, decided, or adjudicated. (d) The Purchaser shall provide written notice to Selling Stockholder Sellers of any claim for indemnification under this Article as soon as practicable; provided, however, that failure to provide such notice on a timely basis shall not bar the Purchaser’s ability to assert any such claim except to the extent that the Selling Stockholder is actually prejudiced thereby, provided that such notice is received by the Selling Stockholder during the applicable Survival Period. The Purchaser shall make commercially reasonable efforts to mitigate any damages, expenses, etc. resulting from any matter giving rise to liability of the Selling Stockholder Sellers under this Article. (e) Notwithstanding any other provision of this Article VII, the aggregate principal amount of the obligation of Sellers under this Article VII shall not exceed the cash amount received and the return of equity issued.

Purchaser Claims. (a) The Selling Stockholder agrees to indemnify and hold harmless the Purchaser, his successors and assigns, against, and in respect of: (i) Any and all damages, losses, liabilities, costs, and expenses incurred or suffered by the Purchaser that result from, relate to, or arise out of: (a) Any failure by the Selling Stockholder to carry out any covenant or agreement contained in this Agreement; (b) Any material misrepresentation or breach of warranty by the Selling Stockholder contained in this Agreement, or any certificate, furnished to the Purchaser by the Selling Stockholder pursuant hereto; or (c) Any claim by any person for any brokerage or finder’s fee or commission in respect of the transactions contemplated hereby as a result of the Selling Stockholder’s dealings, agreement, or arrangement with such Person. (ii) Any and all actions, suits, claims, proceedings, investigations, demands, assessments, audits, fines, judgments, costs, and other expenses (including, without limitation, reasonable legal fees and expenses) incident to any of the foregoing including all such expenses reasonably incurred in mitigating any damages resulting to the Purchaser from any matter set forth in subsection (i) above. (b) The amount of any liability of the Selling Stockholder under this Section 6.1 shall be computed net of any tax benefit to the Purchaser from the matter giving rise to the claim for indemnification hereunder and net of any insurance proceeds received by the Purchaser with respect to the matter out of which such liability arose. Notwithstanding the foregoing, any liability of the Selling Stockholder shall not exceed the Purchase Price. (c) The representations and warranties of the Selling Stockholder contained in this Agreement, or any certificate delivered by or on behalf of the Selling Stockholder pursuant to this Agreement or in connection with the transactions contemplated herein shall survive the consummation of the transactions contemplated herein and shall continue in full force and effect for a period commencing on the Closing Date until the three month anniversary expiration of such date any applicable statutes of limitation provided by law (“Survival Period”). Anything to the contrary notwithstanding, the Survival Period shall be extended automatically to include any time period necessary to resolve a written claim for indemnification which was made in reasonable detail before expiration of the Survival Period but not resolved prior to its expiration, and any such extension shall apply only as to the claims so asserted and not so resolved within the Survival Period. Liability for any such item shall continue until such claim shall have been finally settled, decided, or adjudicated. (d) The Purchaser shall provide written notice to Selling Stockholder of any claim for indemnification under this Article as soon as practicable; provided, however, that failure to provide such notice on a timely basis shall not bar the Purchaser’s ability to assert any such claim except to the extent that the Selling Stockholder is actually prejudiced thereby, provided that such notice is received by the Selling Stockholder during the applicable Survival Period. The Purchaser shall make commercially reasonable efforts to mitigate any damages, expenses, etc. resulting from any matter giving rise to liability of the Selling Stockholder under this Article.

Purchaser Claims. (a) The Selling Stockholder agrees Seller shall be liable to Purchaser and shall indemnify and hold harmless the Purchaser, his its successors and assigns, against, and in respect of: (i) Any and all damages, losses, liabilities, costs, and expenses incurred or suffered by the Purchaser that result from, relate to, or arise out of: (aA) Any any and all liabilities and obligations of Seller of any nature whatsoever, except for the Assumed Liabilities; (B) any failure by the Selling Stockholder Seller to carry out any covenant or agreement contained in this Agreement; (bC) Any material any misrepresentation or breach of warranty by the Selling Stockholder Seller contained in this Agreement, the Disclosure Memorandum, or any certificate, furnished to the Purchaser by the Selling Stockholder Seller pursuant hereto; or (D) any claim by any Person for any brokerage or finder's fee or commission in respect of the transactions contemplated hereby as a result of Seller's dealings, agreement, or arrangement with such Person. (ii) Any and all actions, suits, claims, proceedings, investigations, demands, assessments, audits, fines, judgments, costs, and other expenses (including, without limitation, reasonable legal fees and expenses) incident to any of the foregoing including all such expenses reasonably incurred in mitigating any damages resulting to the Purchaser from any matter set forth in subsection (i) above. (b) Notwithstanding the foregoing, Seller shall have no liability for damages, indemnification or otherwise with respect to Section 8.1(a)(i)(C) (and Section 8.1(a)(ii) to the extent the items covered thereby relate back to Section 8.1(a)(i)(C)) until the aggregate liability of Seller thereunder exceeds $175,000 and then only to the extent that the aggregate liability of Seller thereunder exceeds such amount; provided, however, that liabilities arising with respect to Sections 3.1 through 3.4 hereof shall not be subject to the foregoing threshold and any liabilities arising with respect to such matters shall not be taken into account in computing aggregate liabilities for the purpose of applying such threshold amount to liabilities arising under other Sections subject thereto. In no event shall the aggregate liability of Seller under Section 8.1(a)(i)(C) (and Section 8.1(a)(ii) to the extent the items covered thereby relate back to Section 8.1(a)(i)(C)) exceed $7,000,000. Notwithstanding the foregoing, the preceding sentence shall not apply to any claim resulting from any fraudulent behavior or intentional breach of this Agreement by Seller. (c) The amount of any liability of the Selling Stockholder Seller under this Section 6.1 8.1 shall be computed net of any tax benefit to the Purchaser from the matter giving rise to the claim for indemnification hereunder and net of any insurance proceeds received by the Purchaser with respect to the matter out of which such liability arose. Notwithstanding the foregoing, any liability of the Selling Stockholder shall not exceed the Purchase Price. (cd) The representations and warranties of the Selling Stockholder Seller contained in this Agreement, the Disclosure Memorandum, or any certificate delivered by or on behalf of the Selling Stockholder Seller pursuant to this Agreement or in connection with the transactions contemplated herein shall survive the consummation of the transactions contemplated herein and shall continue in full force and effect for a period commencing on the Closing Date periods specified below ("Survival Period"): (i) the representations and warranties contained in Section 3.5(d) shall be of no further force and effect after 60 days from the date of the Closing; (ii) the representations and warranties contained in Sections 3.1, through 3.4 and Section 3.7(g) shall survive until the three month anniversary expiration of such any applicable statues of limitation provided by law; and (iii) all other representations and warranties of Seller shall be of no further force and effect after 18 months from the date (“Survival Period”)of the Closing. Anything to the contrary notwithstanding, the Survival Period shall be extended automatically to include any time period necessary to resolve a written claim for indemnification which was made in reasonable detail before expiration of the Survival Period but not resolved prior to its expiration, and any such extension shall apply only as to the claims so asserted and not so resolved within the Survival Period. Liability for any such item shall continue until such claim shall have been finally settled, decided, or adjudicated. (de) Purchaser may not assert any claim against Seller for breach of any covenant contained in Article IV (except for Sections 4.1, 4.3, 4.4, 4.10 and 4.11) and all such claims shall be deemed to be waived as a result of the Closing. The other covenants contained in Article IV and liability therefor shall survive the Closing. (f) Purchaser shall provide written notice to Selling Stockholder Seller of any claim for damages or indemnification under this Article as soon as practicable; provided, however, that failure to provide such notice on a timely basis shall not bar the Purchaser’s 's ability to assert any such claim except to the extent that the Selling Stockholder Seller is actually prejudiced thereby, provided that such notice is received by the Selling Stockholder during the applicable Survival Period. The Purchaser shall make commercially reasonable efforts to mitigate any damages, expenses, etc. resulting from any matter giving rise to liability of the Selling Stockholder Seller under this Article. (g) Notwithstanding any other provision of this Article VIII, the aggregate principal amount of the obligation of Seller under this Article VIII shall not exceed the gross proceeds actually received by the Seller in connection with this Agreement and the transaction contemplated hereby. (h) In addition to any other rights and remedies provided herein, Purchaser shall be entitled to recover from Seller all costs and expenses of enforcing this Agreement, including without limitation court costs and attorneys' fees; and Seller shall have a reciprocal right.

Purchaser Claims. (a) The Selling Stockholder agrees to Seller shall indemnify and hold harmless the Purchaser, his its successors and assigns, against, and in respect of: (i) Any and all damages, losses, liabilities, costs, and expenses incurred or suffered by the Purchaser that result from, relate to, or arise out of: (aA) Any failure by the Selling Stockholder Seller to carry out any covenant or agreement contained in this Agreement; (bB) Any material misrepresentation or breach of warranty by the Selling Stockholder Seller contained in this Agreement, the Disclosure Schedule, or any certificate, furnished to the Purchaser by the Selling Stockholder Seller pursuant hereto; or (C) Any claim by any Person for any brokerage or finder's fee or commission in respect of the transactions contemplated hereby as a result of Seller' dealings, agreement, or arrangement with such Person. (ii) Any and all actions, suits, claims, proceedings, investigations, demands, assessments, audits, fines, judgments, costs, and other expenses (including, without limitation, reasonable legal fees and expenses) incident to any of the foregoing including all such expenses reasonably incurred in mitigating any damages resulting to the Purchaser from any matter set forth in subsection (i) above. (b) The amount of any liability of the Selling Stockholder Seller under this Section 6.1 7.1 shall be computed net of any tax benefit to the Purchaser from the matter giving rise to the claim for indemnification hereunder and net of any insurance proceeds received by the Purchaser with respect to the matter out of which such liability arose. Notwithstanding the foregoing, any liability of the Selling Stockholder shall not exceed the Purchase Price. (c) The representations and warranties of the Selling Stockholder Seller contained in this Agreement, the Disclosure Schedule, or any certificate delivered by or on behalf of the Selling Stockholder Seller pursuant to this Agreement or in connection with the transactions contemplated herein shall survive the consummation of the transactions contemplated herein and shall continue in full force and effect for a period commencing on the Closing Date until the three month anniversary expiration of such date any applicable statutes of limitation provided by law (“"Survival Period”"). Anything to the contrary notwithstanding, the Survival Period period shall be extended automatically to include any time period necessary to resolve a written claim for indemnification which was made in reasonable detail before expiration of the Survival Period but not resolved prior to its expiration, and any such extension shall apply only as to the claims so asserted and not so resolved within the Survival Period. Liability for any such item shall continue until such claim shall have been finally settled, decided, or adjudicated. (d) The Purchaser shall provide written notice to Selling Stockholder Seller of any claim for indemnification under this Article as soon as practicable; provided, however, that failure to provide such notice on a timely basis shall not bar the Purchaser’s 's ability to assert any such claim except to the extent that the Selling Stockholder is Seller was actually prejudiced thereby, provided that such notice is received by the Selling Stockholder Seller during the applicable Survival Period. The Purchaser shall make commercially reasonable efforts to mitigate any damages, expenses, etc. resulting from any matter giving rise to liability of the Selling Stockholder Seller under this Article.