Common use of Purchaser’s Indemnity Clause in Contracts

Purchaser’s Indemnity. From and after the Closing, Purchaser hereby agrees to save, protect, defend, indemnify and hold harmless Seller and Seller’s Indemnitees from and against any and all loss, damage, claim, cause of action, cost or expense or any other Liabilities incurred by Seller or its Indemnitees by reason of, or with respect to (i) any material breach of any of the representations, warranties or covenants made by Purchaser in the Agreement, (ii) the non-performance of any covenant or obligation required to be 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 its Indemnitees relating to the employment 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 (and any other Liabilities that Seller would not bear if the Franchise Agreement was not terminated pursuant to the sale of the Property to 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 obligations referenced therein.

Purchaser’s Indemnity. From and after Each of the Closing, Purchaser hereby agrees to save, protect, defend, Purchasers participating in registration hereunder will indemnify and hold harmless Seller BVR, any underwriter of BVR and Seller’s Indemnitees each person, if any, who controls BVR or such underwriter, from and against any and all losslosses, damagedamages, claimclaims, cause of actionliabilities, cost costs or expense expenses (including any amounts paid in any settlement effected with the selling shareholder’s consent) to which BVR, any such underwriter or any other Liabilities incurred by Seller such controlling person may become subject under applicable law or its Indemnitees by reason ofotherwise, insofar as such losses, damages, claims, liabilities (or with actions or proceedings in respect to thereof), costs or expenses arise out of or are based on (i) any material breach untrue statement of any of the representations, warranties or covenants made by Purchaser material fact contained in the AgreementRegistration Statement or included in the prospectus, as amended or supplemented, or (ii) the non-performance of any covenant or obligation omission to state therein a material fact required to be performed by 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 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)will reimburse BVR, any Liability imposed upon Seller or its Indemnitees relating to the employment such underwriter and each such controlling person 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 BVR or any of its Affiliates such underwriter, promptly upon demand, for any reasonable legal or assignees of this Agreement that occur or accrue after Closing other expenses incurred by them in connection with the ownership investigating, preparing to defend or operation of the Property, (v) damage to property defending against or injury to or death of any person or any claims for any debt or obligations occurring on or about or appearing as a third-party witness in connection with the Property such loss, claim, damage, liability, action or any portion thereof or with respect proceeding; in each case to the Propertyextent, 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 operations at 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 time or times after Closing, or (vi) losses if such settlement is effected without the prior written consent of such Purchaser. In no event shall the liability of any termination fees, liquidated damages or similar fees and penalties (and any other Liabilities that Seller would not bear if selling Purchaser hereunder be greater in amount than the Franchise Agreement was not terminated pursuant to dollar amount of the net proceeds received by such Purchaser upon the sale of the Property Registrable Securities giving rise to 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) belowsuch indemnification obligation. 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 obligations referenced therein.

Purchaser’s Indemnity. From The Purchaser hereby agrees to indemnify the Seller against, and to hold the Seller harmless from, all claims, demands, causes of action, losses, damages, obligations, debts, liabilities, costs and expenses (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, Purchaser hereby agrees to save, protect, defend, indemnify and hold harmless Seller and Seller’s Indemnitees from and against any and all loss, damage, claim, cause of action, cost or expense or any other Liabilities incurred by Seller or its Indemnitees by reason of, or with respect to (i) any material breach of any during the Purchaser's ownership of the representationsFacilities, warranties or covenants made by Purchaser in the Agreement, (ii) the non-performance of and at any covenant or obligation required to be 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 its Indemnitees relating to the employment of the Employees by New Manager (or its Affiliate) for the period from and time 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 affiliates (other than OpCo) takes over the ownership or operation of the PropertyFacilities following an Event of Default under the Facilities Lease, or (vb) damage to property a breach of any representation, warranty or injury covenant of the Purchaser contained in this Agreement not disclosed to or death 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 person applicable statute of limitations for making or any claims for any debt bringing such claims, demands, or causes of action. Notwithstanding anything to the contrary contained herein, the Purchaser's indemnity obligations occurring on hereunder (i) will not extend to Claims arising out of the negligence, willful misconduct or about or in connection with fraud of the Property or any portion thereof or Seller, and (ii) with respect to the Property’s operations at any time or times after Closingindemnification claims under clause (b) of this Section 11.1, or (vix) any termination fees, liquidated damages or similar fees and penalties for a period of two (and any other Liabilities that Seller would not bear if the Franchise Agreement was not terminated pursuant to the sale of the Property to Purchaser2) 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 years following the Closing does Date, shall not occurarise until the aggregate Claims arising during such period and resulting from the breach exceed $1,000,000, Seller’s remedies at which time such indemnity obligations shall be expressly limited to cover all Claims, and (y) after two (2) years following the terms Closing Date, shall not arise until the aggregate Claims arising during such period and conditions of Section 15.1resulting from the breach exceed $10,000,000, including, but not limited to Purchaser’s indemnification at which time such indemnity obligations referenced thereinshall cover all Claims.

Purchaser’s Indemnity. From The Purchaser hereby agrees to indemnify the Seller against, and to hold the Seller harmless from, all claims, demands, causes of action, losses, damages, obligations, debts, liabilities, costs and expenses (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, Purchaser hereby agrees to save, protect, defend, indemnify and hold harmless Seller and Seller’s Indemnitees from and against any and all loss, damage, claim, cause of action, cost or expense or any other Liabilities incurred by Seller or its Indemnitees by reason of, or with respect to (i) any material breach of any during the Purchaser's ownership of the representationsFacilities, warranties or covenants made by Purchaser in the Agreement, (ii) the non-performance of and at any covenant or obligation required to be 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 its Indemnitees relating to the employment of the Employees by New Manager (or its Affiliate) for the period from and time 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 affiliates (other than OpCo) takes over the ownership or operation of the PropertyFacilities following an Event of Default under the Facilities Lease, or (vb) damage to property a breach of any representation, warranty or injury covenant of the Purchaser contained in this Agreement not disclosed to or death 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 person applicable statute of limitations for making or any claims for any debt bringing such claims, demands, or causes of action. Notwithstanding anything to the contrary contained herein, the Purchaser's indemnity obligations occurring on hereunder (i) will not extend to Claims arising out of the negligence, willful misconduct or about or in connection with fraud of the Property or any portion thereof or Seller, and (ii) with respect to the Property’s operations at any time or times after Closingindemnification claims under clause (b) of this Section 11.1, or (vix) any termination fees, liquidated damages or similar fees and penalties for a period of two (and any other Liabilities that Seller would not bear if the Franchise Agreement was not terminated pursuant to the sale of the Property to Purchaser2) 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 years following the Closing does Date, shall not occurarise until the aggregate Claims arising during such period and resulting from the breach exceed $1,000,000, Seller’s remedies at which time such indemnity obligations shall be expressly limited to cover all Claims, and (y) after two (2) years following the terms Closing Date, shall not arise until the aggregate Claims arising during such period and conditions of Section 15.1resulting from the breach exceed $10,000,000, including, but not limited to Purchaser’s indemnification at which time such indemnity obligations referenced thereinshall cover all Claims.

Purchaser’s Indemnity. From and after the Closing, Each Purchaser hereby agrees to save, protect, defend, indemnify and --------------------- hold harmless Seller the Company (and Seller’s Indemnitees each person, if any, who controls 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 controlling 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 losses, claims, damages or liabilities (including reasonable legal or other expenses reasonably incurred in investigating, defending or preparing to defend any such action, proceeding or claim) to which the Company (or any such officer, director or controlling person) or each other Purchaser may become subject (under the Securities Act or otherwise), insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of, or are based upon, any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement on the effective date thereof if such untrue statement was made in reliance upon and all in conformity with written information furnished by or on behalf of such Purchaser specifically for inclusion in the Registration Statement; provided, however, such Purchaser shall not be liable in any such case to the extent that such loss, damageclaims, damage or liability arises out of, or is based upon, an untrue statement made in reliance upon and in conformity with written information furnished by or on behalf of such Purchaser, if such information is corrected and written notice of 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 the net proceeds received by such Purchaser from the sales of the Shares to which the loss relates pursuant to the Registration Statement and provided, further, that the indemnity agreement contained in this Section 7.2(c) shall not apply to amounts paid in settlement or any loss, claim, cause damage of action, cost or expense or any other Liabilities incurred by Seller or its Indemnitees by reason of, or with respect to (i) any material breach of any liability if such settlement is effected without the consent of the representations, warranties or covenants made by Purchaser in the Agreement, Purchasers (ii) the non-performance of any covenant or obligation required to which consent shall not be 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(hunreasonably withheld), any Liability imposed upon Seller or its Indemnitees relating to the employment 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 (and any other Liabilities that Seller would not bear if the Franchise Agreement was not terminated pursuant to the sale of the Property to 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 obligations referenced therein.

Purchaser’s Indemnity. From Purchaser shall indemnify, defend (using counsel selected by Purchaser and after the Closing, Purchaser hereby agrees reasonably acceptable to save, protect, defend, indemnify Seller) and hold harmless Seller and Seller’s Indemnitees its agents, employees, directors, officers, successors and assigns from and against any and all lossdamages, damageclaims, claimlosses, cause of actionexpenses, cost costs, obligations and liabilities, including, without 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 expense incurred or any other Liabilities incurred suffered by Seller arising out of or its Indemnitees by reason ofrelating to the release or discharge first occurring on after the Closing hereunder of any hazardous or toxic substances, materials or with respect to wastes in, on, under or from any portion of the Property or the Improvements located thereon (except in each case from (i) any material breach of any of hazardous or toxic substances, materials or wastes released or discharged by Seller (except to the representations, warranties or covenants made extent exacerbated by Purchaser in the Agreementor its agents, employees, contractors, lessees, sublessees or other representatives of Purchaser), or (ii) the nonan off-performance site source); provided, however, that any leaking, leaching, migration or similar movement of any covenant hazardous or obligation required toxic substances, materials or wastes which existed in soil or groundwater prior to Closing hereunder shall not be performed considered a release or discharge by Purchaser hereunder, which expressly survive the Closing, (iii) subject except to the terms and conditions of Article XII and Section 7.1(g) and Section 7.1(h), any Liability imposed upon Seller or its Indemnitees relating to extent movement is exacerbated by the employment of the Employees by New Manager (or its Affiliate) for the period from and after the Closing Date, (iv) events, contractual obligations, 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 9.4, then Purchaser may, at its election, control the defense of its Affiliates or assignees of any claims against Seller that are indemnified hereunder (provided Seller shall have the right to reasonably approve the counsel defending Seller under this Agreement that occur or accrue after Closing indemnification obligation), and, if required, Purchaser also shall control the remediation in connection with the ownership 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 operation successor owners of the PropertyProperty to allow remediation by Raytheon Company or Seller of contamination existing on, (v) damage to property in or injury to or death of any person or any claims for any debt or obligations occurring on or about or in connection with under the Property or any portion thereof unreasonable interference with the conduct, management or with respect control of remediation by Raytheon Company or Seller. The obligations of Purchaser under this Section 9.4 shall run solely to the Property’s operations at any time or times after Closing, or (vi) any termination fees, liquidated damages or similar fees and penalties 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 be responsible or liable for any other Liabilities that Seller would not bear if contamination or for the Franchise Agreement was not terminated pursuant existence of any hazardous or toxic substance which were first released, discharged or disposed on, in or under the Property prior to the sale close of escrow hereunder (unless Purchaser has exacerbated such 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 Property to Purchaser) incurred by Seller or its Affiliates that are performed in connection accordance with the termination due care shall not be considered "exacerbation" 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 obligations referenced thereinpre-existing condition).

Purchaser’s Indemnity. From and after the Closing, Purchaser hereby indemnifies Seller against and agrees to save, protect, defend, indemnify and hold it harmless Seller and Seller’s Indemnitees from and against any and all lossDamages demanded, damage, claim, cause of action, cost claimed or expense threatened in writing against Seller or any other Liabilities incurred or suffered by Seller arising out of (a) ownership or its Indemnitees by reason operation of, or actions taken with respect to, the 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 (ib) any material subject to the limitation set forth in Section 9.4, the breach of any of the representations, warranties representation or covenants warranty made by Purchaser in this Agreement. Seller agrees to give prompt notice to Purchaser of the Agreementassertion 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 and control the defense of any such suit, action or proceeding at Purchaser’s own expense. In any such suit, action or proceeding, Seller shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at Seller’s sole expense unless (i) Purchaser and Seller mutually agree to the retention of such counsel or (ii) the non-performance named parties to 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 covenant claim or obligation required liability subject to indemnification under this Section, and to be performed by Purchaser hereunderindemnified from and against Damages resulting therefrom, which expressly survive the Closingunless Purchaser, within sixty (iii60) 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 its Indemnitees relating to the employment calendar days after receiving written notice of the Employees by New Manager claim or liability, notifies Seller that it intends to defend against such claim or liability and undertakes such defense, or, if required in a shorter time than sixty (60) calendar days, Purchaser makes the requisite response to such claim or its Affiliate) for the period from and after the Closing Date, (iv) events, contractual obligations, acts or omissions of liability asserted. Purchaser or any of its Affiliates or assignees of shall not be liable under 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 Section for any debt 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 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 (and any other Liabilities that Seller would not bear if the Franchise Agreement was not terminated pursuant to the sale of the Property to 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 less without Purchaser’s indemnification obligations referenced thereinconsent.