Common use of Purchaser’s Indemnity Clause in Contracts

Purchaser’s Indemnity. Each of the Purchasers participating in registration hereunder will indemnify and hold harmless BVR, any underwriter of BVR and each person, if any, who controls BVR or such underwriter, from and against any and all losses, damages, claims, liabilities, costs or expenses (including any amounts paid in any settlement effected with the selling shareholder’s consent) to which BVR, any such underwriter or any such controlling person may become subject under applicable law or otherwise, insofar as such losses, damages, claims, liabilities (or actions or proceedings in respect thereof), costs or expenses arise out of or are based on (i) any untrue statement of any material fact contained in the Registration Statement or included in the prospectus, as amended or supplemented, or (ii) the omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances in which they were made, not misleading, and each such Purchaser will reimburse BVR, any such underwriter and each such controlling person of BVR or any such underwriter, promptly upon demand, for any reasonable legal or other expenses incurred by them in connection with investigating, preparing to defend or defending against or appearing as a third-party witness in connection with such loss, claim, damage, liability, action or proceeding; in each case to the extent, that such untrue statement or omission is contained in any information so furnished in writing by such Purchaser to BVR specifically for inclusion in the Registration Statement or such Prospectus and that such information was reasonably relied upon by BVR for use in the Registration Statement, such Prospectus or such form of prospectus or to the extent that such information related to such Purchaser or such Purchaser’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Purchaser expressly for use in the Registration Statement, such Prospectus or such form of prospectus; provided, however, that the indemnity agreement contained in this Section 5.8.2 shall not apply to amounts paid in settlement of any losses if such settlement is effected without the prior written consent of such Purchaser. In no event shall the liability of any selling Purchaser hereunder be greater in amount than the dollar amount of the net proceeds received by such Purchaser upon the sale of the Registrable Securities giving rise to such indemnification obligation. .

Purchaser’s Indemnity. Each The Purchaser hereby agrees to indemnify the Seller against, and to hold the Seller harmless from, all claims, demands, causes of the Purchasers participating in registration hereunder will indemnify and hold harmless BVRaction, any underwriter of BVR and each person, if any, who controls BVR or such underwriter, from and against any and all losses, damages, claimsobligations, debts, liabilities, costs or and expenses (including including, without limitation, reasonable attorneys' fees and disbursements actually incurred) (collectively, "CLAIMS") asserted against or incurred by the Seller in connection with or arising out of (a) the ownership, maintenance or operation of the Facilities and attributable to events occurring on or after the Closing, during the Purchaser's ownership of the Facilities, and at any amounts paid in any settlement effected with time after the selling shareholder’s consent) to which BVR, any such underwriter Purchaser or any of its affiliates (other than OpCo) takes over the operation of the Facilities following an Event of Default under the Facilities Lease, or (b) a breach of any representation, warranty or covenant of the Purchaser contained in this Agreement not disclosed to or actually known by the Seller at or before Closing. The Purchaser's obligations under this Section 11.1 shall survive the Closing until the expiration of any applicable statute of limitations for making or bringing such controlling person may become subject under applicable law or otherwise, insofar as such losses, damages, claims, liabilities (demands, or actions or proceedings in respect thereof)causes of action. Notwithstanding anything to the contrary contained herein, costs or expenses arise out of or are based on the Purchaser's indemnity obligations hereunder (i) any untrue statement will not extend to Claims arising out of any material fact contained in the Registration Statement negligence, willful misconduct or included in fraud of the prospectusSeller, as amended or supplemented, or and (ii) with respect to indemnification claims under clause (b) of this Section 11.1, (x) for a period of two (2) years following the omission to state therein a material fact required to be stated therein or necessary to make Closing Date, shall not arise until the statements thereinaggregate Claims arising during such period and resulting from the breach exceed $1,000,000, in the light of the circumstances in at which they were made, not misleadingtime such indemnity obligations shall cover all Claims, and each such Purchaser will reimburse BVR(y) after two (2) years following the Closing Date, any such underwriter and each such controlling person of BVR or any such underwriter, promptly upon demand, for any reasonable legal or other expenses incurred by them in connection with investigating, preparing to defend or defending against or appearing as a third-party witness in connection with such loss, claim, damage, liability, action or proceeding; in each case to the extent, that such untrue statement or omission is contained in any information so furnished in writing by such Purchaser to BVR specifically for inclusion in the Registration Statement or such Prospectus and that such information was reasonably relied upon by BVR for use in the Registration Statement, such Prospectus or such form of prospectus or to the extent that such information related to such Purchaser or such Purchaser’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Purchaser expressly for use in the Registration Statement, such Prospectus or such form of prospectus; provided, however, that the indemnity agreement contained in this Section 5.8.2 shall not apply to amounts paid in settlement of any losses if arise until the aggregate Claims arising during such settlement is effected without period and resulting from the prior written consent of breach exceed $10,000,000, at which time such Purchaser. In no event indemnity obligations shall the liability of any selling Purchaser hereunder be greater in amount than the dollar amount of the net proceeds received by such Purchaser upon the sale of the Registrable Securities giving rise to such indemnification obligation. cover all Claims.

Purchaser’s Indemnity. Each of the Purchasers participating in registration hereunder Purchaser agrees that it will indemnify and hold harmless BVRSeller and its respective officers, any underwriter of BVR directors, managers, partners, shareholders, members, employees, contractors, attorneys, representatives, successors, and each person, if any, who controls BVR or such underwriter, assigns (the “Seller Indemnitees”) from and against any and all losses, damages, claims, liabilities, costs or expenses (including any amounts paid in any settlement effected with the selling shareholder’s consent) Damages to which BVR, any such underwriter or any such controlling person the Seller Indemnitees may become subject under applicable law to or otherwisewhich are incurred in connection with, insofar as such losses, damages, claims, liabilities (or actions or proceedings in respect thereof), costs or expenses arise out of of, result from, or are based on attributable to any material breach of the terms of this Agreement or any certificate or other document delivered hereunder by Purchaser, including any breach of any representation or warranty made by Purchaser, or the failure by Purchaser to perform any of the covenants or obligations contained in this Agreement or in any certificate or other document delivered hereunder or pursuant to this Agreement, or any use of the Assets after Closing. In addition, Purchaser will indemnify and hold harmless the Seller Indemnitees for any Damages to which the Seller Indemnitees may become subject or which are incurred in connection with, arise out of, result from, or are attributable to: (i) any untrue statement use of any material fact contained in the Registration Statement or included in the prospectus, as amended or supplemented, or Assets after Closing; (ii) any fraud or intentional misrepresentation of Purchaser, (iii) any and all taxes, fines, interest and/or penalties of Purchaser for all taxable periods after Closing; or (iv) any and all taxes, fines, interest and/or penalties for failure to pay taxes imposed on Purchaser and/or the omission Business as a transferee or successor, by contract or pursuant to state therein a material fact required any law, rule, or regulation, which taxes relate to be stated therein an event or necessary transaction occurring after Closing. Notwithstanding anything in this Agreement to make the statements thereincontrary, in the light Purchaser shall not indemnify the Seller Indemnitees for any taxes, fines, interest and/or penalties for failure to pay taxes imposed on the Seller Indemnitees related to the tax treatment of the circumstances in which they were made, not misleading, and each such Purchaser will reimburse BVR, any such underwriter and each such controlling person of BVR or any such underwriter, promptly upon demand, for any reasonable legal or other expenses incurred by them in connection with investigating, preparing to defend or defending against or appearing as a third-party witness in connection with such loss, claim, damage, liability, action or proceeding; in each case to the extent, that such untrue statement or omission is contained in any information so furnished in writing by such Purchaser to BVR specifically for inclusion in the Registration Statement or such Prospectus and that such information was reasonably relied upon by BVR for use in the Registration Statement, such Prospectus or such form of prospectus or to the extent that such information related to such Purchaser or such Purchaser’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Purchaser expressly for use in the Registration Statement, such Prospectus or such form of prospectus; provided, however, that the indemnity agreement contained in this Section 5.8.2 shall not apply to amounts paid in settlement of any losses if such settlement is effected without the prior written consent of such Purchaser. In no event shall the liability of any selling Purchaser hereunder be greater in amount than the dollar amount purchase of the net proceeds received by such Purchaser upon the sale of the Registrable Securities giving rise to such indemnification obligation. Assets.

Purchaser’s Indemnity. Each of From and after the Purchasers participating in registration hereunder will Closing, Purchaser hereby agrees to save, protect, defend, indemnify and hold harmless BVR, any underwriter of BVR Seller and each person, if any, who controls BVR or such underwriter, Seller’s Indemnitees from and against any and all lossesloss, damagesdamage, claimsclaim, liabilitiescause of action, costs cost or expenses (including any amounts paid in any settlement effected with the selling shareholder’s consent) to which BVR, any such underwriter expense or any such controlling person may become subject under applicable law other Liabilities incurred by Seller or otherwiseits Indemnitees by reason of, insofar as such losses, damages, claims, liabilities (or actions or proceedings in with respect thereof), costs or expenses arise out of or are based on to (i) any untrue statement material breach of any material fact contained of the representations, warranties or covenants made by Purchaser in the Registration Statement or included in the prospectusAgreement, as amended or supplemented, or (ii) the omission to state therein a material fact non-performance of any covenant or obligation required to be stated therein performed by Purchaser hereunder, which expressly survive the Closing, (iii) subject to the terms and conditions of Article XII and Section 7.1(g) and Section 7.1(h), any Liability imposed upon Seller or necessary its Indemnitees relating to make the statements therein, in the light employment of the circumstances in which they were madeEmployees by New Manager (or its Affiliate) for the period from and after the Closing Date, not misleading(iv) events, and each such contractual obligations, acts or omissions of Purchaser will reimburse BVR, any such underwriter and each such controlling person of BVR or any such underwriter, promptly upon demand, for any reasonable legal of its Affiliates or other expenses incurred by them assignees of this Agreement that occur or accrue after Closing in connection with investigatingthe ownership or operation of the Property, preparing (v) damage to defend property or defending against injury to or appearing as a third-party witness death of any person or any claims for any debt or obligations occurring on or about or in connection with such loss, claim, damage, liability, action the Property or proceeding; in each case any portion thereof or with respect to the extentProperty’s operations at any time or times after Closing, or (vi) any termination fees, liquidated damages or similar fees and penalties (and any other Liabilities that such untrue statement or omission is contained in any information so furnished in writing by such Purchaser Seller would not bear if the Franchise Agreement was not terminated pursuant to BVR specifically for inclusion in the Registration Statement or such Prospectus and that such information was reasonably relied upon by BVR for use in the Registration Statement, such Prospectus or such form of prospectus or to the extent that such information related to such Purchaser or such Purchaser’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Purchaser expressly for use in the Registration Statement, such Prospectus or such form of prospectus; provided, however, that the indemnity agreement contained in this Section 5.8.2 shall not apply to amounts paid in settlement of any losses if such settlement is effected without the prior written consent of such Purchaser. In no event shall the liability of any selling Purchaser hereunder be greater in amount than the dollar amount of the net proceeds received by such Purchaser upon the sale of the Registrable Securities giving rise Property to such Purchaser) incurred by Seller or its Affiliates in connection with the termination of the Franchise Agreement as described in Section 4.10, but specifically excluding, in each instance of clauses (i) through (vi) any Liabilities for which Seller is indemnifying Purchaser for under Section 5.4(b) below. For avoidance of doubt, in the event that the Closing does not occur, Seller’s remedies shall be expressly limited to the terms and conditions of Section 15.1, including, but not limited to Purchaser’s indemnification obligation. obligations referenced therein.

Purchaser’s Indemnity. Each of From and after the Purchasers participating in registration hereunder will Closing, Purchaser hereby agrees to save, protect, defend, indemnify and hold harmless BVR, any underwriter of BVR Seller and each person, if any, who controls BVR or such underwriter, Seller’s Indemnitees from and against any and all lossesloss, damagesdamage, claimsclaim, liabilitiescause of action, costs cost or expenses (including any amounts paid in any settlement effected with the selling shareholder’s consent) to which BVR, any such underwriter expense or any such controlling person may become subject under applicable law other Liabilities incurred by Seller or otherwiseits Indemnitees by reason of, insofar as such losses, damages, claims, liabilities (or actions or proceedings in with respect thereof), costs or expenses arise out of or are based on to (i) any untrue statement material breach of any material fact contained of the representations, warranties or covenants made by Purchaser in the Registration Statement or included in the prospectusAgreement, as amended or supplemented, or (ii) the omission to state therein a material fact non-performance of any covenant or obligation required to be stated therein performed by Purchaser hereunder, which expressly survive the Closing, (iii) subject to the terms and conditions of Article XII and Section 7.1(g) and Section 7.1(h), any Liability imposed upon Seller or necessary its Indemnitees relating to make the statements thereinemployment of the Employees by New Manager (or its Affiliate) for the period from and after the Closing Date, (iv) events, contractual obligations, acts or omissions of Purchaser or any of its Affiliates or assignees of this Agreement that occur or accrue after Closing in connection with the ownership or operation of the Property, (v) damage to property or injury to or death of any person or any claims for any debt or obligations occurring on or about or in connection with the Property or any portion thereof or with respect to the Property’s operations at any time or times after Closing or (vi) any termination fees, liquidated damages or similar fees and penalties incurred by Seller or Affiliates of Seller that Purchaser is indemnifying Seller and its Affiliates against pursuant to Section 4.9, but specifically excluding, in each instance of clauses (i) through (vi) any Liabilities for which Seller is indemnifying Purchaser for under Section 5.4(b) below. For avoidance of doubt, in the light of event that the circumstances in which they were madeClosing does not occur, not misleading, and each such Purchaser will reimburse BVR, any such underwriter and each such controlling person of BVR or any such underwriter, promptly upon demand, for any reasonable legal or other expenses incurred by them in connection with investigating, preparing to defend or defending against or appearing as a third-party witness in connection with such loss, claim, damage, liability, action or proceeding; in each case Seller’s remedies shall be expressly limited to the extentterms and conditions of Section 15.1, that such untrue statement or omission is contained in any information so furnished in writing by such Purchaser including, but not limited to BVR specifically for inclusion in the Registration Statement or such Prospectus and that such information was reasonably relied upon by BVR for use in the Registration Statement, such Prospectus or such form of prospectus or to the extent that such information related to such Purchaser or such Purchaser’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Purchaser expressly for use in the Registration Statement, such Prospectus or such form of prospectus; provided, however, that the indemnity agreement contained in this Section 5.8.2 shall not apply to amounts paid in settlement of any losses if such settlement is effected without the prior written consent of such Purchaser. In no event shall the liability of any selling Purchaser hereunder be greater in amount than the dollar amount of the net proceeds received by such Purchaser upon the sale of the Registrable Securities giving rise to such indemnification obligation. obligations referenced therein.

Purchaser’s Indemnity. Each of From and after the Purchasers participating in registration hereunder will Closing, Purchaser hereby agrees to save, protect, defend, indemnify and hold harmless BVR, any underwriter of BVR Seller and each person, if any, who controls BVR or such underwriter, Seller’s Indemnitees from and against any and all lossesloss, damagesdamage, claimsclaim, liabilitiescause of action, costs cost or expenses (including any amounts paid in any settlement effected with the selling shareholder’s consent) to which BVR, any such underwriter expense or any such controlling person may become subject under applicable law other Liabilities incurred by Seller or otherwiseits Indemnitees by reason of, insofar as such losses, damages, claims, liabilities (or actions or proceedings in with respect thereof), costs or expenses arise out of or are based on to (i) any untrue statement material breach of any material fact contained of the representations, warranties or covenants made by Purchaser in the Registration Statement or included in the prospectusAgreement, as amended or supplemented, or (ii) the omission to state therein a material fact non-performance of any covenant or obligation required to be stated therein performed by Purchaser hereunder, which expressly survive the Closing, (iii) subject to the terms and conditions of Article XII and Section 7.1(g) and Section 7.1(h), any Liability imposed upon Seller or necessary its Indemnitees relating to make the statements therein, in the light employment of the circumstances in which they were madeEmployees by New Manager (or its Affiliate) for the period from and after the Closing Date, not misleading(iv) events, and each such contractual obligations, acts or omissions of Purchaser will reimburse BVR, any such underwriter and each such controlling person of BVR or any such underwriter, promptly upon demand, for any reasonable legal of its Affiliates or other expenses incurred by them assignees of this Agreement that occur or accrue after Closing in connection with investigatingthe ownership or operation of the Property, preparing (v) damage to defend property or defending against injury to or appearing as a third-party witness death of any person or any claims for any debt or obligations occurring on or about or in connection with such loss, claim, damage, liability, action the Property or proceeding; in each case any portion thereof or with respect to the extentProperty’s operations at any time or times after Closing, and (vi) any termination fees, liquidated damages or similar fees and penalties (and any other Liabilities that such untrue statement or omission is contained in any information so furnished in writing by such Purchaser Seller would not bear if the Franchise Agreement was not terminated pursuant to BVR specifically for inclusion in the Registration Statement or such Prospectus and that such information was reasonably relied upon by BVR for use in the Registration Statement, such Prospectus or such form of prospectus or to the extent that such information related to such Purchaser or such Purchaser’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Purchaser expressly for use in the Registration Statement, such Prospectus or such form of prospectus; provided, however, that the indemnity agreement contained in this Section 5.8.2 shall not apply to amounts paid in settlement of any losses if such settlement is effected without the prior written consent of such Purchaser. In no event shall the liability of any selling Purchaser hereunder be greater in amount than the dollar amount of the net proceeds received by such Purchaser upon the sale of the Registrable Securities giving rise Property to such Purchaser) incurred by Seller or its Affiliates in connection with the termination of the Franchise Agreement as described in Section 4.10, but specifically excluding, in each instance of clauses (i) through (vi) any Liabilities for which Seller is indemnifying Purchaser for under Section 5.4(b) below. For avoidance of doubt, in the event that the Closing does not occur, Seller’s remedies shall be expressly limited to the terms and conditions of Section 15.1, including, but not limited to Purchaser’s indemnification obligation. obligations referenced therein.

Purchaser’s Indemnity. Each of the Purchasers participating in registration hereunder will indemnify Purchaser shall indemnify, defend (using counsel selected by Purchaser and reasonably acceptable to Seller) and hold harmless BVRSeller and its agents, any underwriter of BVR employees, directors, officers, successors and each person, if any, who controls BVR or such underwriter, assigns from and against any and all losses, damages, claims, losses, expenses, costs, obligations and liabilities, costs or expenses (including any amounts paid in any settlement effected with the selling shareholder’s consent) to which BVRincluding, any such underwriter or any such controlling person may become subject under applicable law or otherwise, insofar as such losses, damages, claimswithout limitation, liabilities for all reasonable attorneys', accountants', and experts' fees and expenses including those incurred to enforce Purchaser's obligations under this Section 9.4 ("Covered Liabilities") asserted or actions incurred or proceedings in respect thereof), costs or expenses arise suffered by Seller arising out of or are based relating to the release or discharge first occurring on after the Closing hereunder of any hazardous or toxic substances, materials or wastes in, on, under or from any portion of the Property or the Improvements located thereon (except in each case from (i) any untrue statement hazardous or toxic substances, materials or wastes released or discharged by Seller (except to the extent exacerbated by Purchaser or its agents, employees, contractors, lessees, sublessees or other representatives of any material fact contained in the Registration Statement or included in the prospectus, as amended or supplementedPurchaser), or (ii) the omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances in which they were made, not misleading, and each such Purchaser will reimburse BVR, any such underwriter and each such controlling person of BVR or any such underwriter, promptly upon demand, for any reasonable legal or other expenses incurred by them in connection with investigating, preparing to defend or defending against or appearing as a thirdan off-party witness in connection with such loss, claim, damage, liability, action or proceeding; in each case to the extent, that such untrue statement or omission is contained in any information so furnished in writing by such Purchaser to BVR specifically for inclusion in the Registration Statement or such Prospectus and that such information was reasonably relied upon by BVR for use in the Registration Statement, such Prospectus or such form of prospectus or to the extent that such information related to such Purchaser or such Purchaser’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Purchaser expressly for use in the Registration Statement, such Prospectus or such form of prospectussite source); provided, however, that any leaking, leaching, migration or similar movement of hazardous or toxic substances, materials or wastes which existed in soil or groundwater prior to Closing hereunder shall not be considered a release or discharge by Purchaser except to the indemnity agreement contained extent movement is exacerbated by the negligent acts or omissions or willful misconduct of Purchaser or anyone other than Raytheon Company and Seller post-Closing on the Property (and provided further than construction or other development activities on the Property that are performed in accordance with due care shall not be considered "exacerbation" of any pre-existing condition). Anything herein to the contrary notwithstanding, if Purchaser shall be obligated to indemnify Seller as provided under this Section 5.8.2 9.4, then Purchaser may, at its election, control the defense of any claims against Seller that are indemnified hereunder (provided Seller shall have the right to reasonably approve the counsel defending Seller under this indemnification obligation), and, if required, Purchaser also shall control the remediation in connection with any such Covered Liabilities. Purchaser shall also indemnify and hold harmless Raytheon Company and Seller against all claims and liabilities caused by any refusal by Purchaser or successor owners of the Property to allow remediation by Raytheon Company or Seller of contamination existing on, in or under the Property or any unreasonable interference with the conduct, management or control of remediation by Raytheon Company or Seller. The obligations of Purchaser under this Section 9.4 shall run solely to the benefit of Seller (and its successors or assigns) and shall survive the close of escrow hereunder. The preceding notwithstanding, it is the intent of the parties hereto that Purchaser shall not apply to amounts paid in settlement be responsible or liable for any contamination or for the existence of any losses if hazardous or toxic substance which were first released, discharged or disposed on, in or under the Property prior to the close of escrow hereunder (unless Purchaser has exacerbated such settlement is effected without contamination or hazardous or toxic materials as a result of Purchaser's negligent acts or omissions or willful misconduct, provided that construction or other development activities on the prior written consent of such Purchaser. In no event Property that are performed in accordance with due care shall the liability not be considered "exacerbation" of any selling Purchaser hereunder be greater in amount than the dollar amount of the net proceeds received by such Purchaser upon the sale of the Registrable Securities giving rise to such indemnification obligation. pre-existing condition).

Purchaser’s Indemnity. Each of the Purchasers participating in registration hereunder will Purchaser hereby agrees to save, protect, defend, indemnify and hold harmless BVR, any underwriter of BVR Seller and each person, if any, who controls BVR or such underwriter, Seller’s Indemnitees from and against any and all lossesloss, damagesdamage, claimsclaim, liabilitiescause of action, costs cost or expenses (including any amounts paid in any settlement effected with the selling shareholder’s consent) to which BVR, any such underwriter expense or any such controlling person may become subject under applicable law other Liabilities incurred by Seller or otherwiseits Indemnitees by reason of, insofar as such losses, damages, claims, liabilities (or actions or proceedings in with respect thereof), costs or expenses arise out of or are based on to (i) any untrue statement material breach of any material fact contained of the representations, warranties or covenants made by Purchaser in the Registration Statement or included in the prospectusAgreement, as amended or supplemented, or (ii) the omission to state therein a material fact non-performance of any covenant or obligation required to be stated therein performed by Purchaser hereunder which expressly survive the termination of this Agreement or necessary to make the statements thereinClosing (iii) events, in the light contractual obligations, acts or omissions of the circumstances in which they were made, not misleading, and each such Purchaser will reimburse BVR, any such underwriter and each such controlling person of BVR that occur or any such underwriter, promptly upon demand, for any reasonable legal or other expenses incurred by them accrue after Closing in connection with investigating, preparing the ownership or operation of the Property; (iv) damage to defend property or defending against injury to or appearing as a third-party witness death of any person or any claims for any debt or obligations occurring on or about or in connection with such loss, claim, damage, liability, action the Property or proceeding; in each case any portion thereof or with respect to the extentProperty’s operations at any time or times after Closing; (v) any termination fees, liquidated damages or similar fees and penalties (and any other Liabilities that such untrue statement or omission is contained in any information so furnished in writing by such Purchaser Seller would not bear if the Franchise Agreement was not terminated pursuant to BVR specifically for inclusion in the Registration Statement or such Prospectus and that such information was reasonably relied upon by BVR for use in the Registration Statement, such Prospectus or such form of prospectus or to the extent that such information related to such Purchaser or such Purchaser’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Purchaser expressly for use in the Registration Statement, such Prospectus or such form of prospectus; provided, however, that the indemnity agreement contained in this Section 5.8.2 shall not apply to amounts paid in settlement of any losses if such settlement is effected without the prior written consent of such Purchaser. In no event shall the liability of any selling Purchaser hereunder be greater in amount than the dollar amount of the net proceeds received by such Purchaser upon the sale of the Registrable Securities giving rise Property to such indemnification obligation. Purchaser) incurred by Seller or its Affiliates in connection with the termination of the Franchise Agreement as described in Section 4.09, or (vi) the assumption of any of the Hotel Contracts, Permits and/or Space Leases or the termination of any assumable (whether by its terms or based on the receipt of any requisite consent) Hotel Contract that Purchaser elects to terminate or not to assume as of Closing.

Purchaser’s Indemnity. Each of the Purchasers participating in registration hereunder will Purchaser agrees to indemnify and --------------------- hold harmless BVR, any underwriter of BVR the Company (and each person, if any, who controls BVR the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and the officers, directors, agents or employees of such underwritercontrolling person, each officer of the Company who signs the Registration Statement and each director of the Company) and each other Purchaser from and against any and all losses, damages, claims, liabilities, costs damages or expenses liabilities (including reasonable legal or other expenses reasonably incurred in investigating, defending or preparing to defend any amounts paid in any settlement effected with the selling shareholder’s consentsuch action, proceeding or claim) to which BVR, any such underwriter the Company (or any such officer, director or controlling person person) or each other Purchaser may become subject (under applicable law the Securities Act or otherwise), insofar as such losses, damages, claims, damages or liabilities (or actions or proceedings in respect thereof), costs or expenses ) arise out of of, or are based on (i) upon, any untrue statement or alleged untrue statement of any a material fact contained in the Registration Statement or included in on the prospectus, as amended or supplemented, or (ii) the omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances in which they were made, not misleading, and each such Purchaser will reimburse BVR, any such underwriter and each such controlling person of BVR or any such underwriter, promptly upon demand, for any reasonable legal or other expenses incurred by them in connection with investigating, preparing to defend or defending against or appearing as a third-party witness in connection with such loss, claim, damage, liability, action or proceeding; in each case to the extent, that effective date thereof if such untrue statement was made in reliance upon and in conformity with written information furnished by or omission is contained in any information so furnished in writing by on behalf of such Purchaser to BVR specifically for inclusion in the Registration Statement or such Prospectus and that such information was reasonably relied upon by BVR for use in the Registration Statement; provided, however, such Prospectus or Purchaser shall not be liable in any such form of prospectus or case to the extent that such loss, claims, damage or liability arises out of, or is based upon, an untrue statement made in reliance upon and in conformity with written information related to such Purchaser furnished by or on behalf of such Purchaser’s proposed method , if such information is corrected and written notice of distribution such correction is delivered to the Company at least five (5) business days prior to the pertinent sale or sales. The Purchasers' obligation to indemnify the Company and each other Purchaser hereunder shall be limited to the total amount of Registrable Securities and was reviewed and expressly approved in writing the net proceeds received by such Purchaser expressly for use in from the sales of the Shares to which the loss relates pursuant to the Registration Statement, such Prospectus or such form of prospectus; Statement and provided, howeverfurther, that the indemnity agreement contained in this Section 5.8.2 7.2(c) shall not apply to amounts paid in settlement or any loss, claim, damage of any losses liability if such settlement is effected without the prior written consent of such Purchaser. In no event the Purchasers (which consent shall the liability of any selling Purchaser hereunder not be greater in amount than the dollar amount of the net proceeds received by such Purchaser upon the sale of the Registrable Securities giving rise to such indemnification obligation. unreasonably withheld).

Purchaser’s Indemnity. Each of the Purchasers participating in registration hereunder will indemnify Purchaser hereby indemnifies Seller against and agrees to hold it harmless BVR, any underwriter of BVR and each person, if any, who controls BVR or such underwriter, from and against any and all lossesDamages demanded, damagesclaimed or threatened in writing against Seller or incurred or suffered by Seller arising out of (a) ownership or operation of, claimsor actions taken with respect to, liabilitiesthe Assets and Liabilities after the Closing Date (except as to such Damage resulting from actions taken by Purchaser at the written direction of Seller); and (b) subject to the limitation set forth in Section 9.4, costs the breach of any representation or expenses (including warranty made by Purchaser in this Agreement. Seller agrees to give prompt notice to Purchaser of the assertion of any amounts paid claim, or the commencement of any suit, action or proceeding, in any settlement effected with the selling shareholder’s consent) respect to which BVRindemnity may be sought hereunder. Purchaser may, and at the request of Seller shall (unless Purchaser disclaims any liability or obligation under this Section 9.3 with respect to such suit, action or proceeding) participate in and control the defense of any such underwriter suit, action or proceeding at Purchaser’s own expense. In any such controlling person may become subject under applicable law suit, action or otherwiseproceeding, insofar as Seller shall have the right to retain its own counsel, but the fees and expenses of such losses, damages, claims, liabilities (or actions or proceedings in respect thereof), costs or expenses arise out of or are based on counsel shall be at Seller’s sole expense unless (i) any untrue statement Purchaser and Seller mutually agree to the retention of any material fact contained in the Registration Statement or included in the prospectus, as amended or supplemented, such counsel or (ii) the omission named parties to state therein a material fact required any such suit, action, or proceeding (including any impleaded parties) include both Purchaser and Seller, and in the reasonable judgment of Seller, representation of Purchaser and Seller by the same counsel would be inadvisable due to actual or potential differing defenses or conflicts of interests between them. Seller shall have the right to settle or compromise any claim or liability subject to indemnification under this Section, and to be stated therein or necessary to make the statements thereinindemnified from and against Damages resulting therefrom, in the light unless Purchaser, within sixty (60) calendar days after receiving written notice of the circumstances claim or liability, notifies Seller that it intends to defend against such claim or liability and undertakes such defense, or, if required in which they were madea shorter time than sixty (60) calendar days, Purchaser makes the requisite response to such claim or liability asserted. Purchaser shall not misleading, and each such Purchaser will reimburse BVR, any such underwriter and each such controlling person of BVR or any such underwriter, promptly upon demand, be liable under this Section for any reasonable legal settlement in an amount greater than $50,000 unless Purchaser has given its prior written consent. Seller may settle any claim for $50,000 or other expenses incurred by them in connection with investigating, preparing to defend or defending against or appearing as a third-party witness in connection with such loss, claim, damage, liability, action or proceeding; in each case to the extent, that such untrue statement or omission is contained in any information so furnished in writing by such Purchaser to BVR specifically for inclusion in the Registration Statement or such Prospectus and that such information was reasonably relied upon by BVR for use in the Registration Statement, such Prospectus or such form of prospectus or to the extent that such information related to such Purchaser or such less without Purchaser’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Purchaser expressly for use in the Registration Statement, such Prospectus or such form of prospectus; provided, however, that the indemnity agreement contained in this Section 5.8.2 shall not apply to amounts paid in settlement of any losses if such settlement is effected without the prior written consent of such Purchaser. In no event shall the liability of any selling Purchaser hereunder be greater in amount than the dollar amount of the net proceeds received by such Purchaser upon the sale of the Registrable Securities giving rise to such indemnification obligation. consent.

Purchaser’s Indemnity. Each Subject to the provisions of the Purchasers participating in registration hereunder will indemnify Section 9.4 hereof, Purchaser hereby indemnifies Seller against and agrees to hold it harmless BVR, any underwriter of BVR and each person, if any, who controls BVR or such underwriter, from and against any and all lossesdamage, damagesloss, claimssettlement, liabilitiesobligation, costs deficiency, liability and expense (including, without limitation, reasonable expenses of investigation and attorney's fees and expenses in connection with any action, suit or expenses (including any amounts paid proceeding brought against Seller) demanded, claimed or threatened in any settlement effected with the selling shareholder’s consent) to which BVR, any such underwriter writing against Seller or any such controlling person may become subject under applicable law incurred or otherwise, insofar as such losses, damages, claims, liabilities (or actions or proceedings in respect thereof), costs or expenses arise suffered by Seller arising out of or are based on (i) any untrue statement of any material fact contained in the Registration Statement ownership or included in the prospectus, as amended or supplemented, or (ii) the omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light operation of the circumstances in which they were made, not misleading, Branches or their respective business and each properties after Closing (except as to such Purchaser will reimburse BVR, any such underwriter and each such controlling person of BVR or any such underwriter, promptly upon demand, for any reasonable legal or other expenses incurred by them in connection with investigating, preparing to defend or defending against or appearing as a third-party witness in connection with such loss, claim, damage, liability, loss or expense resulting from actions taken by Purchaser at the written direction of Seller); (ii) ownership of the Assets acquired or Liabilities assumed in the Transaction after Closing, (iii) the termination by Purchaser of any Employee employed by Seller on or after the Closing Date or (iv) the breach of any representation or warranty, or covenant or agreement made or to be performed by Purchaser (all such claims, damages, losses, settlements, obligations, deficiencies, liabilities and expenses under clauses (i), (ii), and (iii) being hereinafter collectively referred to as "Purchaser Indemnifiable Claims". Any direct claim by Seller against Purchaser, as distinguished from a claim against Seller by a third party, shall be settled by arbitration pursuant to Article X. Purchaser shall not be liable under this Section 9.3 for any Purchaser Indemnifiable Claim which arises or results from any misrepresentation or breach of any covenant, representation or warranty made by Seller pursuant to this Agreement or any settlement effected by Seller without its consent (which consent shall not be unreasonably withheld) of any claim, litigation or proceeding in respect of which indemnity may be sought hereunder. Seller agrees to give prompt notice to Purchaser of the assertion of any claim, or the commencement of any suit, action or proceeding in respect to which indemnity may be sought hereunder. Purchaser may, and at the request of Seller shall, (unless Purchaser disclaims any liability or obligation under this Section 9.3 with respect to such suit, action or proceeding; ) participate in each case to and control the extent, that such untrue statement or omission is contained in any information so furnished in writing by such Purchaser to BVR specifically for inclusion in the Registration Statement or such Prospectus and that such information was reasonably relied upon by BVR for use in the Registration Statement, such Prospectus or such form of prospectus or to the extent that such information related to such Purchaser or such Purchaser’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Purchaser expressly for use in the Registration Statement, such Prospectus or such form of prospectus; provided, however, that the indemnity agreement contained in this Section 5.8.2 shall not apply to amounts paid in settlement defense of any losses if such settlement is effected without the prior written consent of such Purchaser. In no event shall the liability of any selling Purchaser hereunder be greater in amount than the dollar amount of the net proceeds received by such Purchaser upon the sale of the Registrable Securities giving rise to such indemnification obligation. suit, action or proceeding at its own expense.

Purchaser’s Indemnity. Each of From and after the Purchasers participating in registration hereunder will Closing, Purchaser hereby agrees to save, protect, defend, indemnify and hold harmless BVR, any underwriter of BVR Seller and each person, if any, who controls BVR or such underwriter, Seller’s Indemnitees from and against any and all lossesloss, damagesdamage, claimsclaim, liabilitiescause of action, costs cost or expenses (including any amounts paid in any settlement effected with the selling shareholder’s consent) to which BVR, any such underwriter expense or any such controlling person may become subject under applicable law other Liabilities incurred by Seller or otherwiseits Indemnitees by reason of, insofar as such losses, damages, claims, liabilities (or actions or proceedings in with respect thereof), costs or expenses arise out of or are based on to (i) any untrue statement material breach of any material fact contained of the representations, warranties or covenants made by Purchaser in the Registration Statement or included in the prospectusAgreement, as amended or supplemented, or (ii) the omission to state therein a material fact non-performance of any covenant or obligation required to be stated therein performed by Purchaser hereunder, which expressly survive the Closing, (iii) subject to the terms and conditions of Article XII and Section 7.1(g) and Section 7.1(h), any Liability imposed upon Seller or necessary its Indemnitees relating to make the statements therein, in the light employment of the circumstances in which they were madeEmployees by New Manager (or its Affiliate) for the period from and after the Closing Date, not misleading(iv) events, and each such contractual obligations, acts or omissions of Purchaser will reimburse BVR, any such underwriter and each such controlling person of BVR or any such underwriter, promptly upon demand, for any reasonable legal of its Affiliates or other expenses incurred by them assignees of this Agreement that occur or accrue after Closing in connection with investigatingthe ownership or operation of the Property, preparing (v) damage to defend property or defending against injury to or appearing as a third-party witness death of any person or any claims for any debt or obligations occurring on or about or in connection with such loss, claim, damage, liability, action the Property or proceeding; in each case any portion thereof or with respect to the extentProperty’s operations at any time or times after Closing, and (vi) any termination fees, liquidated damages or similar fees and penalties (and any other Liabilities that such untrue statement or omission is contained in any information so furnished in writing by such Purchaser Seller would not bear if the Franchise Agreement was not terminated pursuant to BVR specifically for inclusion in the Registration Statement or such Prospectus and that such information was reasonably relied upon by BVR for use in the Registration Statement, such Prospectus or such form of prospectus or to the extent that such information related to such Purchaser or such Purchaser’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Purchaser expressly for use in the Registration Statement, such Prospectus or such form of prospectus; provided, however, that the indemnity agreement contained in this Section 5.8.2 shall not apply to amounts paid in settlement of any losses if such settlement is effected without the prior written consent of such Purchaser. In no event shall the liability of any selling Purchaser hereunder be greater in amount than the dollar amount of the net proceeds received by such Purchaser upon the sale of the Registrable Securities giving rise Property to such Purchaser) incurred by Seller or its Affiliates in connection with the termination of the Franchise Agreement as described in Section 4.9, but specifically excluding, in each instance of clauses (i) through (vi) any Liabilities for which Seller is indemnifying Purchaser for under Section 5.4(b) below. For avoidance of doubt, in the event that the Closing does not occur, Seller’s remedies shall be expressly limited to the terms and conditions of Section 15.1, including, but not limited to Purchaser’s indemnification obligationobligations referenced therein. Notwithstanding anything to the contrary set forth in this Agreement, this Section 5.4 shall not be applicable to Seller’s obligations under Section 10.1(b) to complete the Renovation Work.

Purchaser’s Indemnity. Each The Purchaser hereby agrees to indemnify the Seller against, and to hold the Seller harmless from, all claims, demands, causes of the Purchasers participating in registration hereunder will indemnify and hold harmless BVRaction, any underwriter of BVR and each person, if any, who controls BVR or such underwriter, from and against any and all losses, damages, claimsobligations, debts, liabilities, costs or and expenses (including including, without limitation, reasonable attorneys' fees and disbursements actually incurred) (collectively, "Claims") asserted against or incurred by the Seller in connection with or arising out of (a) the ownership, maintenance or operation of the Facilities and attributable to events occurring on or after the Closing, during the Purchaser's ownership of the Facilities, and at any amounts paid in any settlement effected with time after the selling shareholder’s consent) to which BVR, any such underwriter Purchaser or any of its affiliates (other than OpCo) takes over the operation of the Facilities following an Event of Default under the Facilities Lease, or (b) a breach of any representation, warranty or covenant of the Purchaser contained in this Agreement not disclosed to or actually known by the Seller at or before Closing. The Purchaser's obligations under this Section 11.1 shall survive the Closing until the expiration of any applicable statute of limitations for making or bringing such controlling person may become subject under applicable law or otherwise, insofar as such losses, damages, claims, liabilities (demands, or actions or proceedings in respect thereof)causes of action. Notwithstanding anything to the contrary contained herein, costs or expenses arise out of or are based on the Purchaser's indemnity obligations hereunder (i) any untrue statement will not extend to Claims arising out of any material fact contained in the Registration Statement negligence, willful misconduct or included in fraud of the prospectusSeller, as amended or supplemented, or and (ii) with respect to indemnification claims under clause (b) of this Section 11.1, (x) for a period of two (2) years following the omission to state therein a material fact required to be stated therein or necessary to make Closing Date, shall not arise until the statements thereinaggregate Claims arising during such period and resulting from the breach exceed $1,000,000, in the light of the circumstances in at which they were made, not misleadingtime such indemnity obligations shall cover all Claims, and each such Purchaser will reimburse BVR(y) after two (2) years following the Closing Date, any such underwriter and each such controlling person of BVR or any such underwriter, promptly upon demand, for any reasonable legal or other expenses incurred by them in connection with investigating, preparing to defend or defending against or appearing as a third-party witness in connection with such loss, claim, damage, liability, action or proceeding; in each case to the extent, that such untrue statement or omission is contained in any information so furnished in writing by such Purchaser to BVR specifically for inclusion in the Registration Statement or such Prospectus and that such information was reasonably relied upon by BVR for use in the Registration Statement, such Prospectus or such form of prospectus or to the extent that such information related to such Purchaser or such Purchaser’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Purchaser expressly for use in the Registration Statement, such Prospectus or such form of prospectus; provided, however, that the indemnity agreement contained in this Section 5.8.2 shall not apply to amounts paid in settlement of any losses if arise until the aggregate Claims arising during such settlement is effected without period and resulting from the prior written consent of breach exceed $10,000,000, at which time such Purchaser. In no event indemnity obligations shall the liability of any selling Purchaser hereunder be greater in amount than the dollar amount of the net proceeds received by such Purchaser upon the sale of the Registrable Securities giving rise to such indemnification obligation. cover all Claims.

Purchaser’s Indemnity. Each of From and after the Purchasers participating in registration hereunder will Closing, Purchaser hereby agrees to save, protect, defend, indemnify and hold harmless BVR, any underwriter of BVR Seller and each person, if any, who controls BVR or such underwriter, Seller’s Indemnitees from and against any and all lossesloss, damagesdamage, claimsclaim, liabilitiescause of action, costs cost or expenses (including any amounts paid in any settlement effected with the selling shareholder’s consent) to which BVR, any such underwriter expense or any such controlling person may become subject under applicable law other Liabilities incurred by Seller or otherwiseits Indemnitees by reason of, insofar as such losses, damages, claims, liabilities (or actions or proceedings in with respect thereof), costs or expenses arise out of or are based on to (i) any untrue statement material breach of any material fact contained of the representations, warranties or covenants made by Purchaser in the Registration Statement or included in the prospectusAgreement, as amended or supplemented, or (ii) the omission to state therein a material fact non-performance of any covenant or obligation required to be stated therein performed by Purchaser hereunder, which expressly survive the Closing, (iii) subject to the terms and conditions of Article XII and Section 7.1(g) and Section 7.1(h), any Liability imposed upon Seller or necessary its Indemnitees relating to make the statements therein, in the light employment of the circumstances in which they were madeEmployees by New Manager (or its Affiliate) for the period from and after the Closing Date, not misleading(iv) events, and each such contractual obligations, acts or omissions of Purchaser will reimburse BVR, any such underwriter and each such controlling person of BVR or any such underwriter, promptly upon demand, for any reasonable legal of its Affiliates or other expenses incurred by them assignees of this Agreement that occur or accrue after Closing in connection with investigatingthe ownership or operation of the Property, preparing (v) damage to defend property or defending against injury to or appearing as a third-party witness death of any person or any claims for any debt or obligations occurring on or about or in connection with such loss, claim, damage, liability, action the Property or proceeding; in each case any portion thereof or with respect to the extentProperty’s operations at any time or times after Closing, and (vi) any termination fees, liquidated damages or similar fees and penalties (and any other Liabilities that such untrue statement or omission is contained in any information so furnished in writing by such Purchaser Seller would not bear if the Franchise Agreement was not terminated pursuant to BVR specifically for inclusion in the Registration Statement or such Prospectus and that such information was reasonably relied upon by BVR for use in the Registration Statement, such Prospectus or such form of prospectus or to the extent that such information related to such Purchaser or such Purchaser’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Purchaser expressly for use in the Registration Statement, such Prospectus or such form of prospectus; provided, however, that the indemnity agreement contained in this Section 5.8.2 shall not apply to amounts paid in settlement of any losses if such settlement is effected without the prior written consent of such Purchaser. In no event shall the liability of any selling Purchaser hereunder be greater in amount than the dollar amount of the net proceeds received by such Purchaser upon the sale of the Registrable Securities giving rise Property to such Purchaser) incurred by Seller or its Affiliates in connection with the termination of the Franchise Agreement as described in Section 4.8, but specifically excluding, in each instance of clauses (i) through (vi) any Liabilities for which Seller is indemnifying Purchaser for under Section 5.4(b) below. For avoidance of doubt, in the event that the Closing does not occur, Seller’s remedies shall be expressly limited to the terms and conditions of Section 15.1, including, but not limited to Purchaser’s indemnification obligationobligations referenced therein. Notwithstanding anything to the contrary set forth in this Agreement, this Section 5.4 (a) shall not be applicable to Seller’s obligations under Section 10.1(a) to complete the Renovation Work.