Common use of Seller’s Indemnification Clause in Contracts

Seller’s Indemnification. Subject to the terms and conditions of this Article IX, the Sellers, jointly and severally, agree to indemnify and hold harmless the Buyer, its officers, directors, shareholders and Affiliates and the successors and assigns of each of them (the party or parties being indemnified under this Section 9.1 collectively referred to herein as, the "Buyer Indemnified Party") from and against each and every demand, claim, loss, liability, damages, cost and expense of any nature whatsoever (including, without limitation, interest, penalties, court costs, reasonable costs of preparation and investigation, reasonable attorneys', accountants', and other professional advisors' fees directly accruing from such damages and disbursements) (collectively, "Losses") imposed upon or incurred by the Buyer Indemnified Party, directly or indirectly resulting from or arising out of (i) any breach of any representation or warranty of the Sellers contained herein and any actual or threatened action or proceeding in connection therewith, (ii) any failure to comply with any covenant or other agreement of the Sellers contained herein and any actual or threatened action or proceeding in connection therewith, (iii) any claim or demand for commission or other compensation arising out of the transactions contemplated by this Agreement by any broker, finder or agent claiming to be entitled thereto resulting from an act or acts of the Sellers, or (iv) any other liability or obligation of the Sellers which is not an Assumed Liability. Each matter for which the Sellers have agreed to provide indemnification pursuant to this Section 9.1 is hereinafter referred to individually as a "Buyer Claim" and collectively as the "Buyer Claims".

Seller’s Indemnification. Subject to the terms and conditions of this Article IX, the Sellers, jointly and severally, agree The Seller hereby agrees to indemnify and hold harmless the BuyerPurchaser, its officers, directors, shareholders and Affiliates and the it successors and assigns harmless from and against: (i) Any and all damages, losses, claims, liabilities, deficiencies and obligations of each every kind and description, contingent or otherwise, arising out of them (or related to the party or parties being indemnified operation of the Seller’s business prior to the close of business on the day before the Closing Date, except for damages, losses, claims, liabilities, deficiencies and obligations of the Seller expressly assumed by the Purchaser under this Section 9.1 collectively referred to herein asAgreement or paid by insurance maintained by the Seller or the Purchaser, the "Buyer Indemnified Party"(ii) any and all damage or deficiency resulting from and against each and every demandany material misrepresentation, claimbreach of warranty or covenant, loss, liability, damages, cost and expense or nonfulfillment of any nature whatsoever agreement on the part of the Seller under this Agreement, and (iv) any and all actions, suits, claims, proceedings, investigation, audits, demands, assessments, fines, judgments, costs and other expenses (including, without limitation, interest, penalties, court costs, reasonable costs audit and attorneys fees) incident to any of preparation and investigation, reasonable attorneys', accountants', and other professional advisors' fees directly accruing from such damages and disbursements) (collectively, "Losses") imposed upon or incurred by the Buyer Indemnified Party, directly or indirectly resulting from or arising out of foregoing. The Seller’s indemnity obligations under this Section 22.2 shall be subject to the following: (i) if any breach claim is asserted against the Purchaser that would give rise to a claim by the Purchaser against the Seller for indemnification under the provisions of any representation or warranty of this Section, then the Sellers contained herein Purchaser shall promptly give written notice to the Seller concerning such claim and any actual or threatened action or proceeding in connection therewiththe Seller shall, at no expense to the Purchaser, defend the claim, and (ii) any failure the Seller shall not be required to comply with any covenant or other agreement indemnify the Purchaser for an amount that exceeds the fair market value of the Sellers contained herein and any actual or threatened action or proceeding in connection therewith, (iii) any claim or demand for commission or other compensation arising out of Purchase Price paid by the transactions contemplated by Purchaser under this Agreement by any broker, finder or agent claiming to be entitled thereto resulting from an act or acts of the Sellers, or (iv) any other liability or obligation of the Sellers which is not an Assumed Liability. Each matter for which the Sellers have agreed to provide indemnification pursuant to this Section 9.1 is hereinafter referred to individually as a "Buyer Claim" and collectively as the "Buyer Claims"Agreement.

Seller’s Indemnification. Subject to the terms and conditions of this Article IX, the Sellers, jointly and severally, agree The Seller hereby agrees to indemnify and hold harmless the BuyerPurchaser, its officers, directors, shareholders and Affiliates and the successors and assigns harmless from and against: (i) Any and all damages, losses, claims, liabilities, deficiencies and obligations of each every kind and description, contingent or otherwise, arising out of them (or related to the party or parties being indemnified operation of the Asset prior to the close of business on the day before the Closing Date, except for damages, losses, claims, liabilities, deficiencies and obligations of the Seller expressly assumed by the Purchaser under this Section 9.1 collectively referred to herein asAgreement or paid by insurance maintained by the Seller or the Purchaser, the "Buyer Indemnified Party"(ii) any and all damage or deficiency resulting from and against each and every demandany material misrepresentation, claimbreach of warranty or covenant, loss, liability, damages, cost and expense or nonfulfillment of any nature whatsoever agreement on the part of the Seller under this Agreement, and (iv) any and all actions, suits, claims, proceedings, investigation, audits, demands, assessments, fines, judgments, costs and other expenses (including, without limitation, interest, penalties, court costs, reasonable costs audit and attorneys fees) incident to any of preparation and investigation, reasonable attorneys', accountants', and other professional advisors' fees directly accruing from such damages and disbursements) (collectively, "Losses") imposed upon or incurred the foregoing. If any claim is asserted against the Purchaser that would give rise to a claim by the Buyer Indemnified PartyPurchaser against the Seller for indemnification under the provisions of this Section, directly then the Purchaser shall promptly give written notice to the Seller concerning such claim and the Seller shall, at no expense to the Purchaser, defend the claim. PROVIDED, HOWEVER, that the Seller shall not be obligated to indemnify and hold the Purchaser, its successors and assigns harmless from and against damages, losses, claims, liabilities, deficiencies and obligations of any kind or indirectly resulting from description, contingent or otherwise, arising out of (i) any breach of any representation or warranty of related to claims against the Sellers contained herein and any actual Purchaser or threatened action or proceeding the Asset as described in connection therewith, (ii) any failure to comply with any covenant or other agreement of the Sellers contained herein and any actual or threatened action or proceeding in connection therewith, (iii) any claim or demand for commission or other compensation arising out of the transactions contemplated by this Agreement by any broker, finder or agent claiming to be entitled thereto resulting from an act or acts of the Sellers, or (iv) any other liability or obligation of the Sellers which is not an Assumed Liability. Each matter for which the Sellers have agreed to provide indemnification pursuant to this Section 9.1 is hereinafter referred to individually as a "Buyer Claim" and collectively as the "Buyer Claims"9.1.

Seller’s Indemnification. Subject Upon the Closing, each Seller shall severally and not jointly agree (and, upon delivery to the terms Buyer of the Assignment, such Seller shall be deemed to have severally and conditions not jointly agreed) to PAY, DEFEND, INDEMNIFY, REIMBURSE AND HOLD HARMLESS to the extent of this Article IX, the Sellers, jointly and severally, agree to indemnify and hold harmless such Seller’s Proportionate Share (as hereinafter defined) the Buyer, its officersAffiliates and its and their respective members, managers, directors, shareholders officers, agents and Affiliates and the successors and assigns of each of them employees (the party or parties being indemnified under this Section 9.1 collectively referred to herein as, the "“Buyer Indemnified Party"Parties”) for, from and against each and every demandany loss, damage, diminution in value, claim, loss, liability, damagesdebt, cost and obligation or expense of any nature whatsoever (including, without limitation, including interest, penalties, court costs, reasonable costs of preparation and investigation, reasonable attorneys', accountants'legal fees, and other professional advisors' expenses of litigation and attorneys’ fees directly accruing from such damages and disbursementsin enforcing this indemnity) (collectivelyincurred, "Losses") imposed upon suffered, paid by or incurred by resulting to any of the Buyer Indemnified PartyParties and which results from, directly or indirectly resulting from or arising arises out of or in connection with, is based upon, or exists by reason of: (ia) any breach of or default in any representation or warranty of the Sellers contained herein such Seller set forth in this Agreement or any failure by such Seller to perform any covenant or obligation set forth in this Agreement which is not cured as provided in Section 12 of this Agreement; (b) all Taxes for which such Seller is responsible hereunder; or (c) any of its Retained Liabilities. “Proportionate Share” means, with respect to a Seller, (i) one hundred percent (100%) with respect to a claim under this Section based on a breach or claim solely by or against such Seller and any actual or threatened action or proceeding in connection therewith, (ii) any failure with respect to comply with any covenant breaches or other agreement claims involving two or more Sellers, the percentage determined by dividing the amount of the Sellers contained herein and any actual or threatened action or proceeding Purchase Price received by such breaching Seller as set forth in connection therewith, the Closing Statement (iiias adjusted by the Final Statement) any claim or demand for commission or other compensation arising out by the aggregate Purchase Price set forth in the Closing Statement received by all of the transactions contemplated breaching Sellers (as adjusted by this Agreement by any broker, finder or agent claiming to be entitled thereto resulting from an act or acts of the Sellers, or (iv) any other liability or obligation of the Sellers which is not an Assumed Liability. Each matter for which the Sellers have agreed to provide indemnification pursuant to this Section 9.1 is hereinafter referred to individually as a "Buyer Claim" and collectively as the "Buyer Claims"Final Statement).

Seller’s Indemnification. Subject to the terms Seller shall indemnify Buyer and conditions of this Article IX, the Sellers, jointly and severally, agree to indemnify and hold harmless the Buyer, its officers, directors, shareholders and employees, equity holders, Affiliates and (including the Buying Affiliates), successors and permitted assigns of (collectively, the “Buyer Parties”) and hold each of them (the party or parties being indemnified under this Section 9.1 collectively referred to herein as, the "Buyer Indemnified Party") harmless from and against each and every pay on behalf of or reimburse such Buyer Parties in respect of any loss, Liability, demand, claim, lossaction, liabilitycause of action, damagesout-of-pocket cost, cost and expense damage, deficiency, diminution in value (but only if such diminution in value directly results from the occurrence of any nature whatsoever event specified in any of clauses (includingi) through (v) below), without limitationTax, penalty, fine or expense, whether or not arising out of third party claims (including interest, penalties, reasonable attorneys’, accountants’ and other professionals’ fees and expenses, court costs, reasonable costs of preparation and all amounts paid in investigation, reasonable attorneys', accountants', and other professional advisors' fees directly accruing from such damages and disbursementsdefense or settlement of any of the foregoing) (collectively, "“Losses"” and individually, a “Loss”) imposed upon which any such Buyer Party may suffer, sustain or incurred become subject to, as a result of, in connection with, relating or incidental to or by the Buyer Indemnified Party, directly or indirectly resulting from or arising out of virtue of: (i) any misrepresentation or the breach of any representation or warranty made by Seller or any Selling Affiliate contained in this Agreement, the other Transaction Documents, any Exhibit, Schedule or Disclosure Schedule hereto or any certificate delivered by Seller to Buyer with respect hereto or thereto, provided that, in the determination of the Sellers contained herein any Losses suffered pursuant thereto, such representation and warranty shall be considered without regard to any actual reference to material, materially, material respects, Material Adverse Effect or threatened action or proceeding in connection therewith, similar language; (ii) any failure to comply with the breach of any covenant or agreement made by Seller or any Selling Affiliate contained in this Agreement, the other agreement of the Sellers contained herein and Transaction Documents, any actual Exhibit, Schedule or threatened action Disclosure Schedule hereto or proceeding in connection therewith, any certificate delivered by Seller to Buyer with respect hereto or thereto; (iii) any claim for payment of fees and/or expenses as a broker or demand for commission finder in connection with the origin, negotiation or execution of this Agreement or the other compensation arising out Transaction Documents or the consummation of the transactions contemplated by this Agreement by hereby and thereby based upon any brokeralleged agreement, finder arrangement or agent claiming to be entitled thereto resulting from an act understanding between the claimant and Seller or acts any of the Sellers, its agents or representatives; (iv) any other liability Seller’s failure to comply with or obligation of the Sellers which is not an Assumed Liability. Each matter for which the Sellers have agreed to provide indemnification pursuant any notice required by any bulk sales, bulk transfer or similar law of any jurisdiction; and (v) the assertion against any Buyer Party of any Liability that is an Excluded Liability or relates to this Section 9.1 is hereinafter referred to individually as a "Buyer Claim" and collectively as the "Buyer Claims"an Excluded Asset.

Seller’s Indemnification. Subject to Seller shall indemnify Buyer and the terms Company and conditions each of this Article IX, the Sellers, jointly and severally, agree to indemnify and hold harmless the Buyer, its their respective officers, directors, shareholders and Affiliates and the employees, agents, representatives, Affiliates, successors and permitted assigns of each of them (the party or parties being indemnified under this Section 9.1 collectively referred to herein ascollectively, the "Buyer Indemnified PartyParties") and hold each of them harmless from and against each and every pay on behalf of or reimburse such Buyer Parties in respect of any loss (including diminution in value), liability, demand, claim, lossaction, liabilitycause of action, damagescost, cost and expense damage, deficiency, Tax, penalty, fine or expense, whether or not arising out of any nature whatsoever third party claims (including, without limitation, interest, penalties, reasonable attorneys' fees and expenses, court costs, reasonable costs of preparation and all amounts paid in investigation, reasonable attorneys', accountants', and other professional advisors' fees directly accruing from such damages and disbursementsdefense or settlement of any of the foregoing) (collectively, "Losses" and individually, a "Loss") imposed upon which any such Buyer Party may suffer, sustain or incurred become subject to, as a result of, in connection with, relating or incidental to or by the Buyer Indemnified Party, directly or indirectly resulting from or arising out of virtue of: (i) any breach by Seller of any representation representation, warranty or warranty of covenant made by Seller contained in this Agreement, the Sellers contained herein and other Transaction Documents, any actual Exhibit or threatened action Schedule hereto or proceeding any certificate delivered by the Seller to Buyer with respect hereto or thereto in connection therewith, with the Closing; or (ii) any failure to comply with any covenant claim for payment of fees and/or expenses as a broker or other agreement of the Sellers contained herein and any actual or threatened action or proceeding finder in connection therewithwith the origin, (iii) any claim negotiation or demand for commission execution of this Agreement or the other compensation arising out Transaction Documents or the consummation of the transactions contemplated by this Agreement by hereby based upon any brokeralleged agreement, finder arrangement or agent claiming to be entitled thereto resulting from an act understanding between the claimant and Seller or acts any of the Sellers, its agents or (iv) any other liability or obligation of the Sellers which is not an Assumed Liability. Each matter for which the Sellers have agreed to provide indemnification pursuant to this Section 9.1 is hereinafter referred to individually as a "Buyer Claim" and collectively as the "Buyer Claims"representatives.

Seller’s Indemnification. Subject (a) Sellers, jointly and severally, agree to pay all costs and out-of-pocket expenses, if any (including reasonable counsel fees and expenses) incurred by the terms Trust Depositor (and conditions of this Article IXits assigns, including, without limitation, the Noteholders) in connection with the enforcement by the Trust Depositor (and its assigns, including, without limitation, the Noteholders) of its rights and remedies under this Agreement and the other Transaction Documents to be delivered hereunder or in connection herewith. (b) Sellers, jointly and severally, agree to indemnify and hold harmless the BuyerTrust Depositor (and its assignees, its officers, directors, shareholders and Affiliates and the successors and assigns of each of them (the party or parties being indemnified under this Section 9.1 collectively referred to herein as, the "Buyer Indemnified Party") from and against each and every demand, claim, loss, liability, damages, cost and expense of any nature whatsoever (including, without limitation, interestthe Noteholders) and each of its Affiliates, officers, directors, agents and employees (each an "Indemnified Party") harmless against any and all damages, claims, costs, losses, penalties, court costsfines, reasonable costs of preparation and investigationliabilities, fees, forfeitures, amounts paid in settlement, judgments, reasonable attorneys', accountants', and other professional advisors' fees directly accruing from such damages and disbursements) related litigation costs, fees and expenses (collectively, "Losses") imposed upon which relate to or incurred by result from this Agreement and the Buyer Indemnified Partyother Transaction Documents including, directly or indirectly resulting from or arising out of without limitation: (ia) any action taken by or on behalf of such Seller relating to any Receivable or related Asset which is not permitted by or pursuant to the terms of this Agreement or any other Transaction Document or the use, ownership or operation of any Interval by any Seller or the Servicer, to the extent the Servicer is Bluegreen or any Affiliate thereof, or any Affiliates of the foregoing, (b) any illegal act or omission by such Seller or any Affiliate, officer, director, agent or employee thereof, (c) any act or omission constituting negligence or willful misconduct, or breach of fiduciary duty by such Seller or any representation officer, director, agent or warranty of the Sellers contained herein and any actual or threatened action or proceeding employee thereof in connection therewithwith such Seller's performance under this Agreement or the other Transaction Documents, or any breach by such Seller of any of its obligations under this Agreement or the other Transaction Documents, (ii) any failure to comply with any covenant or other agreement of the Sellers contained herein and any actual or threatened action or proceeding in connection therewith, (iiid) any claim by any Person with respect to the Assets, (e) sales of Assets having been made, suspended or demand for commission terminated under this Agreement and the other Transaction Documents, and in connection with or other compensation arising out of the transactions contemplated hereunder and thereunder and any actions or failures to act in connection therewith, including any and all Environmental Liabilities and legal costs and expenses arising out of or incurred in connection with disputes between or among any Indemnified Party and any parties to any of the Transaction Documents, (f) subject to the preamble to Article III and to Section 6.2 of this Agreement, any representation or warranty made by such Seller under or in connection with this Agreement Agreement, any other Transaction Document or any other information or report delivered by or on behalf of such Seller pursuant hereto or thereto, which shall have been false or incorrect when made or deemed made, (g) any brokerfailure of any Seller or any officer, finder director, agent or agent claiming employee thereof to comply with any applicable Requirement of Law (including, without limitation, the Environmental Laws, Consumer Laws, Interstate Land Sales Act, the Patriot Act or any applicable timeshare laws and regulations), with respect to any Receivable or Contract related thereto or the nonconformity of any Receivable or Contract with any such Requirement of Law or any failure of any such Seller to keep or perform any of its obligations with respect to any Contract, (h) the commingling by the Servicer or any of its Affiliates of Collections of Receivables at any time with other funds of the Servicer or any of its Affiliates, (i) any investigation, litigation or proceeding arising out of or relating to this Agreement, the other Transaction Documents and the transactions contemplated hereby or thereby or (j) any environmental or products liability or similar claim arising out of or in connection with the rights or services that are the subject of any Receivable, the related Assets or any Contract; provided that such Seller shall not be entitled thereto required to so indemnify any such Indemnified Person for any Losses resulting from the gross negligence or willful misconduct of an act Indemnified Party or acts in respect of Excluded Claims; provided, however, that nothing contained in this Article VII or otherwise shall be construed to obligate such Seller to indemnify an Indemnified Party with respect to any Losses incurred as a result of credit problems of the Sellers, Obligors or (iv) the payment performance of the Receivables and related Assets. Notwithstanding any other liability or obligation provision of this Agreement, the obligations of the Sellers which under this Section 7.1 shall not terminate upon a Service Transfer pursuant to Section 8.2 of the Sale and Servicing Agreement and shall survive any termination of the Sale and Servicing Agreement or this Agreement. Upon receiving knowledge of any suit, claim or demand asserted by a third party that such Indemnified Party believes is not covered by this indemnity, such Indemnified Party shall give Sellers prompt notice of the matter and an Assumed Liabilityopportunity to defend it, at Sellers' sole cost and expense. Each matter Notwithstanding any defense by Sellers of any such suit, claim or demand, such Indemnified Party shall have the right to participate in any material decision affecting the conduct or settlement of any dispute or proceeding for which the Sellers have agreed to provide indemnification pursuant to this Section 9.1 is hereinafter referred to individually as a "Buyer Claim" and collectively as the "Buyer Claims"may be claimed. NO INDEMNIFIED PARTY SHALL BE RESPONSIBLE OR LIABLE TO ANY OTHER PARTY TO ANY TRANSACTION DOCUMENT, ANY SUCCESSOR, ASSIGNEE OR THIRD PARTY BENEFICIARY OF SUCH PERSON OR ANY OTHER PERSON ASSERTING CLAIMS DERIVATIVELY THROUGH SUCH PARTY, FOR INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHICH MAY BE ALLEGED AS A RESULT OF ANY TRANSACTION CONTEMPLATED HEREUNDER OR UNDER ANY OTHER TRANSACTION DOCUMENT.

Seller’s Indemnification. Subject to the terms and conditions of this Article IXAgreement, the SellersSeller shall indemnify, jointly hold harmless, and severallydefend Distributor and its parent, agree to indemnify and hold harmless the Buyer, its officers, directors, shareholders partners, members, shareholders, employees, agents, affiliates, successors, and Affiliates and the successors and permitted assigns of each of them (the party or parties being indemnified under this Section 9.1 collectively referred to herein ascollectively, the "Buyer Distributor Indemnified Party") from against any and against each and every demand, claim, loss, liabilityall losses, damages, cost and expense of any nature whatsoever (includingliabilities, without limitationdeficiencies, claims, actions, judgments, settlements, interest, awards, penalties, court fines, costs, reasonable or expenses of whatever kind, including attorneys' fees, fees and the costs of preparation and investigation, reasonable attorneys', accountants'enforcing any right to indemnification under this Agreement, and other professional advisors' fees directly accruing from such damages and disbursements) (collectively, "Losses") imposed upon the cost of pursuing any insurance providers relating to any claim of a third party or incurred by the Buyer Indemnified Party, directly or indirectly resulting from or Distributor arising out of or occurring in connection with: (ia) Seller´s acts or omissions as Seller of the Products, including negligence, willful misconduct, or breach of this Agreement; (b) Seller or its employees or agents making assertions or promoting claims about the Product that do not conform with the Products’ approved indications; (c) any failure by Distributor or its personnel to comply with any applicable laws (d) product liability claims of third parties in respect to the Products, except if such Products have been used outside of its approved specifications and instructions, as set forth in the instruction for use and except if the Products have been modified by the Distributor; (e) any breach of Seller of its agreement with a third party as a result of or in connection with entering into, performing under, or terminating this Agreement; or (f) any representation claim by a third party that the Products or warranty Distributor’s sale of the Sellers contained herein and any actual Products infringes the intellectual property rights of a third party (an “IP Claim”). In addition to the indemnification obligations of this Section, in the event of an IP Claim, Seller shall either (i) modify the Products so that they do not infringe or threatened action or proceeding in connection therewith, (ii) any failure provide alternative non-infringing Products, in either case the revised or alternative Products shall have quality and characteristics equal to comply with any covenant or other agreement of greater than the Sellers contained herein and any actual or threatened action or proceeding in connection therewith, (iii) any claim or demand for commission or other compensation arising out of the transactions contemplated by this Agreement by any broker, finder or agent claiming to be entitled thereto resulting from an act or acts of the Sellers, or (iv) any other liability or obligation of the Sellers which is not an Assumed Liability. Each matter for which the Sellers have agreed to provide indemnification pursuant to this Section 9.1 is hereinafter referred to individually as a "Buyer Claim" and collectively as the "Buyer Claims"infringing Products.

Seller’s Indemnification. Subject to the terms and conditions of this Article IX, the Sellers, acting jointly and severally, agree to shall indemnify and hold harmless the Buyer, Purchaser and its Affiliates and their respective officers, directors, shareholders and Affiliates and the stockholders, agents, successors and assigns of each of them (the party or parties being indemnified under this Section 9.1 collectively referred to herein ascollectively, the "Buyer Indemnified PartyS.L. INDEMNIFIED PARTIES") ), from and against each and every demand, claim, loss, liability, damages, cost and expense in respect of any nature whatsoever and all demands, claims, causes of action, administrative orders and notices, losses, costs, fines, liabilities, penalties, damages (direct or indirect) and expenses (including, without limitation, interestreasonable legal, penaltiesparalegal, court costs, reasonable costs of preparation accounting and investigation, reasonable attorneys', accountants', consultant fees and other professional advisors' fees directly accruing from such damages expenses incurred in the investigation and disbursementsdefense of claims and actions) (collectively, hereinafter collectively called "LossesLOSSES") imposed upon or incurred by the Buyer Indemnified Partyresulting from, directly or indirectly resulting from in connection with or arising out of of: (ia) any breach of any incorrect representation or warranty made by Sellers in Article V of this Agreement or in any Additional Document delivered by Sellers in connection herewith or therewith; (b) the failure of either Seller to comply with, or the breach by either Seller or any of the Sellers contained herein and Stockholders of, any actual of the covenants of this Agreement or threatened action or proceeding in connection therewith, any Additional Document; (iic) any Excluded Liabilities; (d) any failure to comply with any covenant or other agreement of the Sellers contained herein and any actual or threatened action or proceeding in connection therewith, (iii) any claim or demand for commission or other compensation arising out of so-called "BULK SALES" laws applicable to the transactions contemplated hereby; (e) any claim, action, suit or proceeding initiated by this Agreement by or on behalf of any broker, finder or agent claiming to be entitled thereto resulting from an act or acts stockholder of the SellersCompany (in his, her or its capacity as a stockholder) against Purchaser in connection with any communication to, or failure to communicate to, any stockholder of the Company by the Company or any of its Representatives; (ivf) any other liability claim, action, suit or obligation proceeding arising from or related to the presence, generation, emission, storage, treatment, transport or disposal of any Hazardous Substance from, to, at, in, on or under any facility owned or used by Xxxxxxx Xxxxx on or before the Closing Date and liabilities arising from violations of Environmental Laws; and (g) any claim, action, suit or proceeding relating to any of the Sellers which is not an Assumed Liability. Each matter for which the Sellers have agreed to provide indemnification pursuant to this Section 9.1 is hereinafter referred to individually as a "Buyer Claim" and collectively as the "Buyer Claims"foregoing.

Seller’s Indemnification. Subject to the terms and conditions of this Article IX, the SellersSellers shall, jointly and severally, agree to indemnify indemnify, defend, and hold harmless the BuyerPurchaser, its successors or assigns, and their respective officers, directorsemployees, shareholders consultants, agents and Affiliates and the successors and assigns of each of them (the party or parties being indemnified under this Section 9.1 collectively referred to herein as, the "Buyer Indemnified Party") from and against each and every demand, claim, loss, liability, damages, cost and expense of any nature whatsoever (including, without limitation, interest, penalties, court costs, reasonable costs of preparation and investigation, reasonable attorneys', accountants', and other professional advisors' fees directly accruing from such damages and disbursements) representatives (collectively, "LossesPurchaser Protected Parties") imposed upon from any Liability, loss, diminution in value, cost, claim or incurred by the Buyer Indemnified Partyexpense, directly or indirectly resulting including reasonable attorneys' and accountant's fees and expenses ("Loss"), that result from or arising arise out of (i) the breach or inaccuracy of any of Sellers' representations or warranties in this Agreement or any certificate delivered in connection herewith; (ii) the breach of any representation of Sellers' covenants or warranty of the Sellers contained herein and agreements in this Agreement or any actual or threatened action or proceeding certificate delivered in connection therewith, (ii) any failure to comply with any covenant or other agreement of the Sellers contained herein and any actual or threatened action or proceeding in connection therewith, herewith; (iii) any claim or demand for commission or Liability with respect to the Merchant Assets and the Excluded Assets, other compensation arising out of than the transactions contemplated by this Agreement by any broker, finder or agent claiming to be entitled thereto resulting from an act or acts of the Sellers, or Assumed Liabilities; (iv) the gross negligence or willful misconduct of Sellers in undertaking its obligations under Article X; or (v) the Legal Proceeding, without regard to whether any other liability representation, warranty, covenant or obligation agreement is breached hereunder (the "Legal Proceeding Indemnity"); provided, however, that with respect to the Legal Proceeding Indemnity, Purchaser shall not claim to have suffered any Loss by reason that the Closing contemplated hereunder has been delayed by reason of the Legal Proceeding. In the event that indemnification is sought hereunder by any member of the Purchaser Protected Parties, Purchaser shall act on behalf thereof and Sellers which is not an Assumed Liability. Each matter for which shall be entitled to rely upon the Sellers have agreed to provide indemnification pursuant to this Section 9.1 is hereinafter referred to individually acts and representations of Purchaser as a "Buyer Claim" representing the acts and collectively as the "Buyer Claims"representations of such member.

Seller’s Indemnification. Subject to the terms and conditions of limitations set forth in this Article IX7, each Seller shall indemnify Purchaser (including each entity that Purchaser creates to take title to any of the Sellers, jointly Purchased Interests at Closing) and severally, agree to indemnify their Affiliates (excluding the Project Partnerships) and hold harmless the Buyer, its their respective officers, directors, shareholders employees, accountants, consultants, legal counsel, agents and Affiliates and the successors and assigns of each of them other representatives (the party or parties being indemnified under this Section 9.1 collectively referred to herein ascollectively, the "Buyer “Purchaser Indemnified Parties” and, individually, a “Purchaser Indemnified Party"”) from and against each and every demand, claim, loss, liability, damages, cost and expense in respect of any and all demands, claims, causes of action, administrative orders and notices, losses, costs, fines, liabilities, claims, penalties, damages (direct or indirect) and expenses (including reasonable legal, paralegal, accountant and consultant fees and expenses incurred in the investigation and defense of claims and actions), as the same are incurred, of any kind or nature whatsoever (includingwhether or not arising out of third party claims, without limitation, interest, penalties, court costs, reasonable costs of preparation and investigation, reasonable attorneys', accountants', and other professional advisors' fees directly accruing from such damages and disbursementsexcept to the extent expressly stated to be limited to third party claims) (collectively, "“Losses"”) imposed upon that may be sustained or incurred suffered by the Buyer any such Purchaser Indemnified PartyParty resulting from, directly or indirectly resulting from in connection with or arising out of (ibut only with respect to third party claims in the case of clauses (d), (e) and (f) below): (a) any breach of any representation or warranty made by any Seller in Article 2 or Article 3 of this Agreement or in any Transaction Document to which a Seller is a party, to the extent such representation or warranty survives Closing pursuant to the terms hereof; (b) (i) events occurring before Closing and of which Seller has Actual Knowledge or with respect to which Seller has received written notice from a third party of a pending, threatened or potential breach, default, violation or claim and which (x) are not disclosed in this Agreement or the Schedules hereto (or the documents listed on any such Schedule) during the Due Diligence Period or otherwise disclosed to Purchaser in a written letter from Seller at least five days before the end of the Sellers contained herein Due Diligence Period, and any actual or threatened action or proceeding in connection therewith, (y) do not relate to the physical condition of the Projects; (ii) any failure to comply with claim made by any covenant or Required Consent provider (other agreement of the Sellers contained herein and than any actual claim or threatened action claim by a Required Consent provider disclosed in writing by Seller to Purchaser during the Due Diligence Period) arising out of or proceeding in connection therewithattributable to any Assumed Obligations, to the extent such claim relates to events occurring or circumstances existing before Closing; (iii) events occurring or circumstances existing before Closing (other than those raised in any claim or demand threatened claim by a Required Consent provider disclosed in writing by Seller to Purchaser during the Due Diligence Period) that result in (1) a payment to a Required Consent provider or its Affiliate under a Standalone Guaranty, (2) a distribution to a Required Consent provider of Project Partnership cash flow to which such Required Consent provider would not otherwise have been entitled but for commission such event or circumstance, or (3) any other compensation arising out of the transactions contemplated by this Agreement by Loss incurred due to any broker, finder or agent claiming payment required to be entitled thereto resulting from an act made by a General Partner to a Limited Partner pursuant to the provisions of a Project Partnership Agreement which payment would not otherwise have been required to be made but for such event or acts of the Sellers, circumstance; or (iv) without limiting the generality of the foregoing items (i)-(iii), any Loss resulting from a Final Determination that any Tax basis, Tax allocation or other Tax determinations made before Closing were improper; (c) any breach of any covenant or agreement made by any Seller in this Agreement or in any Transaction Document to which a Seller is a party (other than breach of a covenant or agreement relating to the physical condition of the Projects to the extent such breach first occurs only prior to (and not after) the expiration of the Due Diligence Period and Purchaser knows or should have known of such breach prior to the expiration of the Due Diligence Period); (d) any Liability resulting from Seller’s or its Affiliates’ pursuit of Retained Claims; (e) any event occurring prior to Closing which results in any liability to Purchaser under any Space Lease or Personal Property Lease where † Management Company is the lessee or that is assumed by Purchaser or its designee or with respect to which Purchaser or its designee subleases the applicable Leased Space or Leased Personal Property; (f) the matters covered by the indemnities of Seller set forth in Section 5.11 plus any (i) Liability of † Management Company arising out of any event occurring prior to Closing or (ii) any other liability act or obligation omission of † Management Company occurring prior to Closing which results in any Liability of Purchaser, in each case with respect to such categories (i) and (ii) except to the extent (1) a proration credit was given by Seller to Purchaser at Closing on account of the Sellers applicable Liability (or the Liability is for accrued paid time off or major medical leave for an employee of † Management Company, for which Purchaser is not an Assumed Liability. Each matter for which entitled to a credit as set forth in Section 5.11(a)) or (2) the Sellers have agreed applicable Liability was disclosed in this Agreement or the Schedules hereto (or the documents listed on any such Schedule) during the Due Diligence Period or otherwise disclosed to provide indemnification pursuant Purchaser in a written letter from Seller at least five days before the end of the Due Diligence Period (it being understood, however, that Seller shall remain liable with respect to any undisclosed defaults occurring prior to Closing under any disclosed agreements) (the matters described in this Section 9.1 7.1(f) being “† Management Liabilities”); (g) any disputes between or among any of the Seller entities or their direct or indirect owners or beneficial owners; and (h) any fraud of any Seller in connection with this Agreement or any Transaction Document to which a Seller is hereinafter referred a party. Notwithstanding the provisions of any representation or warranty that includes, or requires disclosure of matters above, a specific monetary threshold or a materiality, Material Adverse Effect or Material Condition qualifier, if Seller breaches any of such representations and warranties due to individually as a "Buyer Claim" the monetary thresholds or materiality, Material Adverse Effect or Material Condition qualifiers contained therein having been exceeded, then for purposes of Section 7.5(a) Losses for each such breached representation and collectively as warranty shall include the "Buyer Claims"full amount of the Losses incurred by Purchaser Indemnified Parties relating to any such matter notwithstanding the monetary thresholds, materiality, Material Adverse Effect or Material Condition qualifiers listed in such representations or warranties.

Seller’s Indemnification. Subject to the terms and conditions of this Article IX, the Sellers, jointly and severally, agree to The Seller shall indemnify and hold harmless the BuyerBuyers, its On Stage, and their Affiliates, officers, directors, shareholders and Affiliates and the employees, agents, successors and assigns of each of them (the party or parties being indemnified under this Section 9.1 collectively referred to herein aseach, the an "Buyer Indemnified Party") from from, against and against each in respect of any and every demandall Liabilities, claimclaims, lossdemands, liabilityjudgments, settlement payments, losses, costs, damages, cost deficiencies and expense of any nature expenses whatsoever (including, without limitation, interest, penalties, court costs, reasonable costs of preparation and investigation, including reasonable attorneys', accountants', consultants' and other professional advisors' fees directly accruing from and disbursements of every kind, nature and description incurred by such damages and disbursementsIndemnified Party in connection therewith) (collectively, "LossesDamages") imposed upon that such Indemnified Party may sustain, suffer or incurred by the Buyer Indemnified Partyincur and that result from, directly or indirectly resulting from or arising arise out of or relate to (ia) the Purchased Assets if any of such Liabilities, claims, demands, judgments, settlement payments, losses, costs, damages, or deficiencies arise or result out of an event, situation or condition which occurred on or prior to the Closing Date, (b) any breach of or any representation or warranty of the Sellers contained herein and inaccuracy in any actual or threatened action or proceeding in connection therewithrepresentation, (ii) any failure to comply with any warranty, covenant or other agreement of the Sellers Seller contained herein and in this Agreement, including any actual or threatened action or proceeding in connection therewithbreach of the obligation to indemnify hereunder, (iiic) any claim Environmental Condition existing on or demand for commission prior to the Closing Date, and (d) any Liability or other compensation obligation of the Seller arising out of the transactions contemplated by this Agreement by any broker, finder or agent claiming to be entitled thereto resulting from an act or acts of the SellersPurchased Assets and involving taxes due and payable by, or (iv) imposed on the Seller for any other liability taxable periods ending on or obligation of prior to the Sellers Closing Date which is not an Assumed Liability. Each matter for which are open to examination by the Sellers have agreed to provide indemnification Internal Revenue Service pursuant to this Section 9.1 is hereinafter referred to individually as a "Buyer Claim" any applicable statute of limitations under the Code (whether or not such taxes have been due and collectively as the "Buyer Claims"payable).

Seller’s Indemnification. Subject Upon consummation of the Closing, each Seller solely and severally as to the terms itself and conditions of this Article IXnot jointly with any other Seller, the Sellershereby agrees to pay, jointly and severallydefend, agree to indemnify indemnify, reimburse and hold harmless to the extent of such Seller’s Proportionate Share the Buyer, its Affiliates and its and their respective directors, partners, members, managers, officers, directors, shareholders agents and Affiliates and the successors and assigns of each of them employees (the party or parties being indemnified under this Section 9.1 collectively referred to herein as, the "“Buyer Indemnified Party"Parties”) for, from and against each and every demandany loss, damage, diminution in value, claim, loss, liability, damagesdebt, cost and obligation or expense of any nature whatsoever (including, without limitation, including interest, penalties, court costs, reasonable costs of preparation and investigation, reasonable attorneys', accountants'legal fees, and other professional advisors' expenses of litigation and attorneys’ fees directly accruing from such damages and disbursementsin enforcing this indemnity) (collectivelyincurred, "Losses") imposed upon suffered, paid by or incurred by resulting to any of the Buyer Indemnified PartyParties and which results from, directly or indirectly resulting from or arising arises out of or in connection with, is based upon, or exists by reason of: (a) (i) any the breach of any representation or warranty of the Sellers contained herein and any actual such Seller set forth in this Agreement or threatened action or proceeding in connection therewith, (ii) any failure by such Seller to comply perform any of its covenants or obligations set forth in this Agreement which is not cured as provided in Section 12 of this Agreement; and (b) any of such Seller’s Retained Liabilities. “Proportionate Share” means with respect to a Seller (i) where the claim under this Section is based on a breach solely by such Seller or a claim solely against such Seller or such Seller’s interest in any covenant Property, one hundred percent (100%), and (ii) PURCHASE AND SALE AGREEMENT 44 where the claim under this Section is based on a breach by (or other agreement claim against) (A) both Sellers and/or (B) both Sellers’ interest in any Jointly Owned Property, the percentage determined by dividing the amount of the Purchase Price received by such Seller as set forth in the Closing Statement (as adjusted by the Final Statement) by the aggregate Purchase Price set forth in the Closing Statement received by all of the Sellers contained herein (as adjusted by the Final Statement). For clarity, in no event shall either Seller be required to pay, defend, indemnify, reimburse or hold harmless the Buyer hereunder for any claims in excess of such Seller’s Proportionate Share of such claims. For the avoidance of doubt, the Parties acknowledge and any actual or threatened action or proceeding in connection therewith, (iii) agree that CALLC’s Proportionate Share of any claim or demand for commission or other compensation arising out resulting from a breach of any of the transactions contemplated by this Agreement by any brokerrepresentations and warranties set forth in Section 3.6, finder 3.7 or agent claiming to 3.9 shall be entitled thereto resulting from an act or acts of the Sellers, or one hundred percent (iv) any other liability or obligation of the Sellers which is not an Assumed Liability. Each matter for which the Sellers have agreed to provide indemnification pursuant to this Section 9.1 is hereinafter referred to individually as a "Buyer Claim" and collectively as the "Buyer Claims"100%).

Seller’s Indemnification. Subject to the terms and conditions of this Article IX, the Sellers, (a) Sellers hereby jointly and severally, severally agree to indemnify and hold harmless the Buyer, its officersOSI and the shareholders, directors, shareholders officers, employees, Affiliates, successors, assigns and Affiliates and the successors and assigns agents of each of them (the party or parties being indemnified under this Section 9.1 collectively referred to herein ascollectively, the "Buyer Indemnified PartyPersons") from harmless from, against and against each in respect of, and every demandwaives any claim for contribution or indemnity with respect to, claimany and all claims, loss, liabilitylosses, damages, cost and expense of any nature whatsoever Liabilities, expenses or costs (including, without limitation, interest, penalties, court costs, reasonable costs of preparation and investigation, reasonable attorneys', accountants', and other professional advisors' fees directly accruing from such damages and disbursements) (collectively, "Losses"), plus reasonable attorneys' fees and expenses incurred in connection with Losses and/or enforcement of this Agreement, plus interest from the date incurred through the date of payment at the prime lending rate of Bank of America from time to time prevailing (in all, "Indemnified Losses") imposed upon incurred or to be incurred by any of them to the Buyer Indemnified Party, directly or indirectly extent resulting from or arising out of of, or alleged to result from or arise out of: (i) any breach of any representation or warranty violation of the representations and warranties, of Sellers and Coast to Coast contained herein and any actual or threatened action or proceeding in connection therewith, Article III of this Agreement; (ii) any failure to comply with any covenant breach or other agreement violation of the covenants or agreements of Sellers contained herein and in this Agreement, or in any actual exhibit, statement, Schedule, certificate, instrument or threatened action or proceeding in connection therewithdocument delivered pursuant hereto, including the provisions of this Article X; (iii) any Liability of Sellers or Coast to Coast not expressly assumed by Buyer hereunder, without regard to the fact that any indemnifiable matter described in this subsection (iii) may have been disclosed in the Schedules or in any documents included or referred to therein or may be otherwise known to Buyer at the date of this Agreement or on the Closing Date; (iv) the assertion of any claim by a party to any Contract assumed by Buyer relating to the performance of such Contract to the extent the claim relates to the portion of such Contract completed by any member of the Coast to Coast Group prior to the Closing; (v) the failure to obtain the landlord consent to Buyer's subletting of the premises used by the Coast to Coast Corporate Group for its principal place of business; and (vi) without being limited by the foregoing subsections (i) through (v) and without regard to whether any one or more of the items listed in this subsection (vi) may be disclosed in the Schedules or otherwise known to Buyer as of the date of this Agreement or on the Closing Date except to the extent of the amounts reflected on the Closing Statement: (A) all Taxes of Sellers and Coast to Coast and Sellers' or Coast to Coast's Liability for its own Taxes or its Liability, if any (for example, by reason of transferee Liability or application of Treas. Reg. Section 1.1502-6) for Taxes of others, and fines and penalties and reasonable expenses (including but not limited to reasonable attorneys' fees and expenses) payable with respect to or arising out of any claim or demand assessment for commission such Taxes against Buyer or other compensation the Purchased Assets, (1) for any taxable period ending on or before the Closing Date, except to the extent such Taxes are reflected as a Tax Liability on the Closing Statement, (2) for any taxable period resulting from a breach of any of the representations or warranties contained in Section 3.8 hereof, or (3) sustained in a tax period of Buyer ending after the Closing Date arising out of the transactions contemplated by this Agreement by settlement or other resolution of a proposed tax adjustment which relates to a tax period ending on or before the Closing Date; and (B) any brokermember of the Coast to Coast Corporate Group's termination of any of its employees, finder or agent claiming except to the extent the amounts of such Losses are reflected on the Closing Statement. (b) The Buyer Indemnified Persons shall not be entitled thereto resulting from an act or acts to recover Indemnified Losses (i) pursuant to Section 10.2(a)(i) (other than for a breach of a representation and warranty in Section 3.2, Section 3.6 and Section 3.8), unless such Indemnified Losses exceed $100,000 in the Sellersaggregate, and then only to the extent of amounts in excess of $100,000; or (ivii) to the extent such Indemnified Losses exceed the aggregate consideration paid for the Purchased Assets as contemplated under Section 2.3 of this Agreement, plus any other liability or obligation of the Earn-Out Payment which may due to Sellers which is not an Assumed Liability. Each matter for which the pursuant to Section 2.10, once Sellers have agreed made payments to provide indemnification pursuant or on behalf of Buyer Indemnified Persons with respect to this Section 9.1 is hereinafter referred to individually as a "Buyer Claim" and collectively as the "Buyer Claims"such Indemnified Losses in such amount.

Seller’s Indemnification. Subject to Upon the terms and subject to the conditions of this Article IXXI, the Sellers, (i) Sellers hereby agree to jointly and severally, agree to severally indemnify and hold harmless the Parent, Buyer and each of Parent’s and Buyer, its officers, directors, shareholders and Affiliates and the ’s successors and assigns of each of them and their respective present and future directors, officers, agents and employees (the party or parties being indemnified under this Section 9.1 collectively referred to herein ascollectively, the "“Buyer Indemnified Party"Group”) from and against each and every demandall claims, claimactions or causes of action, lossassessments, liabilityliabilities, settlements, judgments or judicial or arbitration compromises (whether voluntary or involuntary), losses, deficiencies, damages, cost and expense of any nature whatsoever (includinginterests, without limitation, interestfines, penalties, court costs, reasonable costs of preparation and investigationexpenses, obligations or responsibilities, whether known or unknown, fixed or unfixed, conditional or unconditional, liquidated or unliquidated, accrued, absolute, contingent or otherwise, including, but not limited to, reasonable attorneys'attorneys fees and court costs (hereinafter collectively referred to as “Damages”), accountants'as asserted against, and other professional advisors' fees directly accruing from such damages and disbursements) (collectively, "Losses") imposed upon or incurred by any member of the Buyer Indemnified PartyGroup, directly or indirectly resulting from or arising out of indirectly, to the extent such Damages result from: (i) any breach of any representation or warranty failure of the Sellers contained herein representations and any actual warranties made by the Company in Sections 3.2, 3.32 or threatened action 3.33, as modified by the Company Disclosure Letter, to be true and correct as of the date of this Agreement and as of the Closing Date (except in the case of representations and warranties which by their terms speak only as of a specific date or proceeding in connection therewithdates, which representations and warranties shall be true and correct as of such date); (ii) any failure to comply with non-fulfillment of any covenant or other agreement of made by or to be performed by the Sellers contained herein and any actual or threatened action or proceeding in connection therewith, Company pursuant to this Agreement; (iii) any claim obligation or demand for commission liability which relates to or other compensation arising which arises out of the transactions contemplated by this Agreement by any broker, finder or agent claiming to be entitled thereto resulting from is based upon a liability that is an act or acts of the Sellers, or Indemnifiable Liability; and (iv) any other liability or obligation and all actions, suits, proceedings, demands, assessments, judgments, reasonable attorneys’ fees, costs and expenses incident to any of the Sellers which is not an Assumed Liability. Each matter for which the Sellers have agreed to provide indemnification pursuant to this Section 9.1 is hereinafter referred to individually as a "Buyer Claim" and collectively as the "Buyer Claims"foregoing.

Seller’s Indemnification. Subject to the terms and conditions of this Article IX, the Sellers, jointly and severally, agree to Seller shall indemnify and protect, defend and hold harmless the Buyer, Buyer and its officers, directors, shareholders and Affiliates and the successors and assigns of each of them (the party employees, agents or parties being indemnified under this Section 9.1 collectively referred to herein as, the "Buyer Indemnified Party") representatives harmless from and against each any and every demand, claim, all loss, liabilitycost, damagesdamage, cost and expense of any nature whatsoever (injury or expenses including, without limitation, interestattorney fees which Buyer or any of its past or present officers, penaltiesdirectors, court costsemployees, reasonable costs agents or representatives may sustain by reason of preparation and investigation, reasonable attorneys', accountants', and other professional advisors' fees directly accruing from such damages and disbursements) (collectively, "Losses") imposed upon or incurred by the Buyer Indemnified Party, directly or indirectly resulting from or arising out of (i) any breach obligation or contract of any representation Seller or warranty of the Sellers contained herein and any actual or threatened action or proceeding in connection therewithclaim against Seller which Buyer has not specifically assumed hereunder, (ii) any liability or obligation relating to any service rendered by Seller prior to the Closing Date, (iii) the breach or inaccuracy of or failure to comply with, or the existence of any facts resulting in the inaccuracy of, any of the warranties, representations or covenants of Seller contained in this Agreement, (iv) any performance required under Seller's lease prior to the Closing or for any liability which arose prior -8- to Closing; (v) any liability arising from Seller's failure to comply with any covenant or other agreement the Bulk Sales provisions of the Sellers contained herein and any actual Arizona Uniform Commercial Code, A.R.S. ss.47-6101 et. seq. or threatened action or proceeding in connection therewith, (iiivi) any and all claims or rights to any of the assets by any third party. If any claim is asserted against Buyer or Buyer is made a party defendant in any action involving a matter covered by this indemnification, then Buyer shall give prompt notice of such claim or demand for commission or other compensation arising out action to Seller, and Seller shall have the right to assume control of the transactions contemplated by this Agreement defense thereof at the Seller's sole cost provided Buyer approves of Seller's counsel, except that, in such case, Buyer shall have the right to join in the defense thereof at its own cost. Whether or not Seller assumes control of the defense of any such action, Seller will be bound by any brokerfinal judgment against Buyer in any such action and Seller shall be liable for any such judgment. If Seller does not join in the defense thereof, finder or agent claiming to Seller will be entitled thereto resulting from an act or acts bound by any settlement which Buyer may make of the Sellers, or (iv) any other liability or obligation of the Sellers which is not an Assumed Liability. Each matter for which the Sellers have agreed to provide indemnification pursuant to this Section 9.1 is hereinafter referred to individually as a "Buyer Claim" and collectively as the "Buyer Claims"such action.

Seller’s Indemnification. Subject (a) Sellers, jointly and severally, agree to pay all costs and out-of-pocket expenses, if any (including reasonable counsel fees and expenses) incurred by the terms Trust Depositor (and conditions its assigns, including the Noteholders) in connection with the enforcement by the Trust Depositor (and its assigns, including the Noteholders) of its rights and remedies under this Article IX, Agreement and the other Transaction Documents to be delivered hereunder or in connection herewith. (b) Sellers, jointly and severally, agree to indemnify and hold harmless the BuyerTrust Depositor (and its assignees, including the Noteholders) and each of its Affiliates, officers, directors, shareholders agents and Affiliates and the successors and assigns of employees (each of them (the party or parties being indemnified under this Section 9.1 collectively referred to herein as, the an "Buyer Indemnified Party") from harmless against any and against each and every demand, claim, loss, liability, all damages, cost and expense of any nature whatsoever (includingclaims, without limitationcosts, interestlosses, penalties, court costsfines, reasonable costs of preparation and investigationliabilities, fees, forfeitures, amounts paid in settlement, judgments, reasonable attorneys', accountants', and other professional advisors' fees directly accruing from such damages and disbursements) related litigation costs, fees and expenses (collectively, "Losses") imposed upon which relate to or incurred by result from this Agreement and the Buyer Indemnified Partyother Transaction Documents including, directly or indirectly resulting from or arising out of without limitation: (ia) any action taken by or on behalf of such Seller relating to any Receivable or related Asset which is not permitted by or pursuant to the terms of this Agreement or any other Transaction Document or the use, ownership or operation of any Interval by any Seller or the Servicer, to the extent the Servicer is Bluegreen or any Affiliate thereof, or any Affiliates of the foregoing, (b) any illegal act or omission by such Seller or any Affiliate, officer, director, agent or employee thereof, (c) any act or omission constituting negligence or willful misconduct, or breach of fiduciary duty by such Seller or any representation officer, director, agent or warranty of the Sellers contained herein and any actual or threatened action or proceeding employee thereof in connection therewithwith such Seller's performance under this Agreement or the other Transaction Documents, or any breach by such Seller of any of its obligations under this Agreement or the other Transaction Documents, (ii) any failure to comply with any covenant or other agreement of the Sellers contained herein and any actual or threatened action or proceeding in connection therewith, (iiid) any claim by any Person with respect to the Assets, (e) sales of Assets having been made, suspended or demand for commission terminated under this Agreement and the other Transaction Documents, and in connection with or other compensation arising out of the transactions contemplated hereunder and thereunder and any actions or failures to act in connection therewith, including any and all Environmental Liabilities and legal costs and expenses arising out of or incurred in connection with disputes between or among any Indemnified Party and any parties to any of the Transaction Documents, (f) subject to the preamble to Article III and to Section 6.2 of this Agreement, any representation or warranty made by such Seller under or in connection with this Agreement Agreement, any other Transaction Document or any other information or report delivered by or on behalf of such Seller pursuant hereto or thereto, which shall have been false or incorrect when made or deemed made, (g) any brokerfailure of any Seller or any officer, finder director, agent or agent claiming employee thereof to comply with any applicable Requirement of Law (including the Environmental Laws, Consumer Laws, Interstate Land Sales Act, the Patriot Act or any applicable timeshare laws and regulations), with respect to any Receivable or Contract related thereto or the nonconformity of any Receivable or Contract with any such Requirement of Law or any failure of any such Seller to keep or perform any of its obligations with respect to any Contract, (h) the commingling by the Servicer or any of its Affiliates of Collections of Receivables at any time with other funds of the Servicer or any of its Affiliates, (i) any investigation, litigation or proceeding arising out of or relating to this Agreement, the other Transaction Documents and the transactions contemplated hereby or thereby, and (j) any environmental or products liability or similar claim arising out of or in connection with the rights or services that are the subject of any Receivable, the related Assets or any Contract; provided that such Seller shall not be entitled thereto required to so indemnify any such Indemnified Person for any Losses resulting from the gross negligence or willful misconduct of an act Indemnified Party or acts in respect of Excluded Claims; provided, however, that nothing contained in this Article VII or otherwise shall be construed to obligate such Seller to indemnify an Indemnified Party with respect to any Losses incurred as a result of credit problems of the Sellers, Obligors or (iv) the payment performance of the Receivables and related Assets. Notwithstanding any other liability or obligation provision of this Agreement, the obligations of the Sellers which under this Section 7.1 shall not terminate upon a Service Transfer pursuant to Section 8.2 of the Sale and Servicing Agreement and shall survive any termination of the Sale and Servicing Agreement or this Agreement. Upon receiving knowledge of any suit, claim or demand asserted by a third party that such Indemnified Party believes is not covered by this indemnity, such Indemnified Party shall give Sellers prompt notice of the matter and an Assumed Liabilityopportunity to defend it, at Sellers' sole cost and expense. Each matter Notwithstanding any defense by Sellers of any such suit, claim or demand, such Indemnified Party shall have the right to participate in any material decision affecting the conduct or settlement of any dispute or proceeding for which the Sellers have agreed to provide indemnification pursuant to this Section 9.1 is hereinafter referred to individually as a "Buyer Claim" and collectively as the "Buyer Claims"may be claimed. NO INDEMNIFIED PARTY SHALL BE RESPONSIBLE OR LIABLE TO ANY OTHER PARTY TO ANY TRANSACTION DOCUMENT, ANY SUCCESSOR, ASSIGNEE OR THIRD PARTY BENEFICIARY OF SUCH PERSON OR ANY OTHER PERSON ASSERTING CLAIMS DERIVATIVELY THROUGH SUCH PARTY, FOR INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHICH MAY BE ALLEGED AS A RESULT OF ANY TRANSACTION CONTEMPLATED HEREUNDER OR UNDER ANY OTHER TRANSACTION DOCUMENT.

Seller’s Indemnification. Subject to the terms and conditions of this Article IX, the Sellers, individually and separately (not jointly and severally), agree to hereby indemnify and hold harmless the Buyer, and each of its representatives, employees, officers, directors; stockholders, shareholders controlling persons and Affiliates and the successors and assigns of each of them affiliates (the party or parties being indemnified under this Section 9.1 collectively referred to herein ascollectively, the "“Buyer Indemnified Party"Persons”) from from, and against each and every demandwill pay to Buyer Indemnified Persons, claimthe amount of, any loss, liability, damagesclaim, cost and expense of any nature whatsoever damage (including, without limitation, incidental and consequential damages), cost, expense (including; without limitation, interest, penalties, court costs, reasonable costs of preparation investigation and investigation, defense and the reasonable attorneys', accountants', fees and expenses of attorneys and other professional advisors' fees directly accruing from such damages and disbursementsexperts) or diminution of value, whether or not involving a third-party claim (collectively, "Losses") imposed upon or incurred by the Buyer Indemnified Party“Damages”), directly or indirectly resulting from arising from, attributable to or arising out of in connection with: (i) any breach of any material representation or warranty made by a Seller in this Agreement or any of the Sellers contained herein and Sellers’ deliveries at the Closing, that is, or was at the time made, materially false or inaccurate, or any actual breach of, or threatened action misrepresentation with respect to, any such representation or proceeding in connection therewith, warranty; (ii) any failure to comply with breach by a Seller of any covenant or other material covenant, agreement of the Sellers contained herein and any actual or threatened action or proceeding in connection therewith, (iii) any claim or demand for commission or other compensation arising out of the transactions contemplated by this Agreement by any broker, finder or agent claiming to be entitled thereto resulting from an act or acts of the Sellers, or (iv) any other liability or obligation of the Sellers which is not contained in this Agreement; (iii) the claim by Production and Maintenance, Inc. (“PMI”) for a bonus equal to 5% of the net profit of the Unit under that certain Management and Operations Agreement dated October 1, 1997 between PMI and Provident and more particularly described in Exhibit A attached hereto. Notwithstanding anything to the contrary contained in this Agreement, Buyer acknowledges and agrees that no Seller will be responsible as an Assumed Liabilityindemnifying party in an amount in excess of the lesser of (i) the product of (x) the Damages sought and (y) such Seller’s proportionate ownership of the Shares immediately prior to Closing, or (ii) the amount of Two Hundred Fifty Thousand and No/100 Dollars ($250,000.00). Each matter Further, no Seller will be responsible for which any amount in connection with Damages arising from the other Seller’s breach of his representation at Section 5(a) of this Agreement. Notwithstanding the foregoing, or anything else to the contrary, no Seller will have any liability for indemnification with respect to the matters described in this Section 8(b) until the total of all damages with respect to such matters exceeds Fifty Thousand and No/100 Dollars ($50,000.00) (the “Deductible Amount”), and then only to the extent such indemnified Damages exceed the applicable Deductible Amount. Anything to the contrary notwithstanding, the Sellers have agreed aggregate liability with respect to provide Damages and their indemnification pursuant to this Section 9.1 is hereinafter referred to individually as a "Buyer Claim" may not exceed Five Hundred Thousand and collectively as No/100 Dollars ($500,000.00) (the "Buyer Claims"“Maximum Amount”).

Seller’s Indemnification. (i) Subject to the terms and conditions of other limitations in this Article IX9, from and after the Closing, each Seller (collectively, the Sellers“Seller Indemnitors”), jointly severally and severallynot jointly, agree in proportion to the applicable percentage set forth on the “Applicable Percentage Schedule,” which shall be updated as necessary by the Company prior to the Closing (the “Applicable Percentage”), agrees to indemnify Purchaser and hold harmless the Buyer, its Affiliates and their respective officers, directors, shareholders employees, stockholders, agents and Affiliates and the successors and assigns of each of them representatives (the party or parties being indemnified under this Section 9.1 collectively referred to herein ascollectively, the "Buyer Indemnified Party"“Purchaser Indemnitees”) from and against each and every demand, claim, in respect of any loss, liability, damagesfine, cost penalty, deficiency, damage or expense (including reasonable legal expenses and expense costs) (a “Loss”) which such Purchaser Indemnitee suffers solely as a result of: (A) the breach by the Company of any nature whatsoever representation or warranty contained in Article 5 hereof; (includingB) the breach by the Company of any covenant or agreement contained in this Agreement required to be performed by the Company prior to Closing; (C) any claim by any Seller asserting any right to receive consideration in excess of the consideration received by such Seller pursuant to the Distribution Waterfall or relating to any alleged action or failure to act on its behalf by the Sellers’ Representative; (D) failure of the amounts set forth on the “Repaid Indebtedness Schedule” and the “Transaction Expenses Schedule”, without limitationeach as funded by Purchaser at Closing pursuant to Section 2.4, interestto be complete, penaltiesaccurate, court coststrue and correct in all respects as of immediately prior to the Closing, reasonable costs to the extent such failure results in Purchaser making or being required to make any payment or payments in respect of preparation Equity Interests in excess of the consideration that otherwise would have been payable in respect thereof in accordance with this Agreement had such items been so complete, accurate, true and investigationcorrect in all respects as of immediately prior to the Closing; (E) Covered Taxes of the Company Group; (F) failure by the Sellers’ Representative to pay any amounts required to be paid on behalf of the Sellers under this Agreement; and (G) the matters described in the Special Indemnity Schedule. Any amount payable to any Purchaser Indemnitee by any Seller Indemnitor for indemnification under this Agreement shall be satisfied (i) first, reasonable attorneys', accountants'from the Indemnity Escrow Fund, and other professional advisors' fees then (ii) second, directly accruing from such damages and disbursements) (collectivelySeller Indemnitor. Notwithstanding the foregoing, "Losses") imposed upon to the extent that sufficient funds are available in the Indemnity Escrow Fund to cover the cost of any Losses suffered or incurred by the Buyer Indemnified PartyPurchaser Indemnitees that are indemnifiable pursuant to this Article 9, directly the Seller Indemnitors shall be jointly and severally liable for such Losses without regard to their Applicable Percentage. (ii) Subject to the other limitations in this Article 9, from and after the Closing, each of the Sellers, solely with respect to itself and not as to any other Seller, agrees to indemnify the Purchaser Indemnitees and hold each Purchaser Indemnitee harmless against any Loss which such Purchaser Indemnitee suffers, solely as a result of: (A) the breach by such Seller of any representation or indirectly resulting from warranty made by such Seller contained in Article 6 hereof; (B) the breach by such Seller of any covenant or arising out agreement of such Seller contained in this Agreement; (iC) in the case of the Bregal Seller, Covered Taxes of Bregal Blocker; and (D) in the case of the Vista Seller, Covered Taxes of Vista Blocker. (iii) For purposes of this Article 9, when determining whether there has been any breach of any representation or warranty that is qualified or limited in scope as to materiality, “Material Adverse Effect” or “material adverse effect” contained therein or with respect thereto, and when determining the amount of Losses suffered as a result of a breach of any representation or warranty that is so qualified or limited, any such representation or warranty shall be deemed to be made or given without such qualification or limitation. (iv) Any claims by any Purchaser Indemnitee pursuant to this Article 9 must be made in writing to the Sellers’ Representative (in the case of Section 9.1(a)(i)) or to the applicable Seller Indemnitor (in the case of Section 9.1(a)(ii)) on or before the Survival Date, it being understood that so long as such written notice is given on or prior to the Survival Date, such claim shall continue to survive until such matter is resolved. For purposes of this Agreement, the term “Survival Date” shall mean the date that is eighteen (18) months following the Closing Date; provided, that (i) the Survival Date with respect to the representations and warranties set forth in Sections 5.1, 5.2, 5.3, 5.4(a)(i), 5.18, 6.1, 6.2, 6.3(a)(i), 6.5, 6.6, 6.7, and 6.8 (collectively, the “Fundamental Representations”) shall mean the fourth anniversary of the Sellers contained herein and any actual or threatened action or proceeding in connection therewithClosing Date, (ii) any failure the Survival Date with respect to comply with any covenant or other agreement the representations and warranties set forth in Sections 5.17 and 6.9 (collectively, the “Tax Representations”) shall mean the date that is the 90th day following the expiration of the Sellers contained herein statute of limitations applicable to such matters, and any actual or threatened action or proceeding in connection therewith, (iii) the indemnities set forth in Sections 9.1(a)(i)(B), (C), (D), (E), (F), and (G) and in Sections 9.1(a)(ii)(B), (C) and (D) shall survive until the 90th day following the expiration of the statute of limitations applicable to such matters. (v) The indemnification provided for in Sections 9.1(a)(i) and (ii) above is subject to each of the following limitations: (A) Except in the case of a breach of a Fundamental Representation or a Tax Representation or willful fraud, the aggregate amount of all payments made by the Seller Indemnitors in satisfaction of claims for indemnification pursuant to Section 9.1(a)(i)(A) shall not exceed sixteen million Dollars ($16,000,000) (the “General Indemnification Cap”); provided, that in no event (except in the case of willful fraud) will any claim Seller Indemnitor be liable for any Losses of the Purchaser Indemnitees in an amount in excess of the proceeds actually received by such Seller Indemnitor on account of the sale by such Person of its Equity Interests hereunder. (B) None of the Seller Indemnitors shall be liable to indemnify the Purchaser Indemnitees pursuant to Section 9.1(a)(i)(A) (other than for the breach of a Fundamental Representation or demand a Tax Representation) unless and until such Purchaser Indemnitee has collectively suffered Losses as a result of breaches in excess of eight hundred thousand Dollars ($800,000) in the aggregate (the “Indemnification Basket”) (at which time the Seller Indemnitors shall only be obligated to indemnify the Purchaser Indemnitees for commission or other compensation Losses to the extent exceeding the Indemnification Basket); provided that notwithstanding the foregoing, the Seller Indemnitors shall not be liable to indemnify the Purchaser Indemnitees pursuant to Section 9.1(a)(i)(A), unless and until such Purchaser Indemnitee has suffered aggregate Losses arising out of a claim in excess of $10,000 (provided that any claim not exceeding such amount shall not be aggregated to count towards the transactions contemplated by this Agreement by any brokerIndemnification Basket). (C) Any indemnification under Section 9.1(a)(i)(A) and 9.1(a)(ii)(A) for Losses in respect of Taxes shall be limited to such Losses incurred with respect to a Pre-Closing Tax Period; provided that the foregoing limitation shall not apply with respect to Losses in respect of Taxes as a result of a breach of a representation contained in Section 5.17(d), finder or agent claiming to be entitled thereto resulting from an act or acts of the Sellers, (e) or (iv) any other liability or obligation of the Sellers which is not an Assumed Liability. Each matter for which the Sellers have agreed to provide indemnification pursuant to this Section 9.1 is hereinafter referred to individually as a "Buyer Claim" and collectively as the "Buyer Claims"f).

Seller’s Indemnification. Subject to the terms and conditions of this Article IXSeller shall indemnify, the Sellersdefend, jointly and severally, agree to indemnify and hold harmless the Buyer, Buyer and its officers, directors, shareholders and Affiliates and the employees, agents, successors and assigns of each of them (the party or parties being indemnified under this Section 9.1 collectively referred to herein as, the "Buyer Indemnified Party") from and against each any and every demandall losses, claimclaims, lossactions, liabilitycosts, liabilities, expenses, fines, damages, cost and expense of any nature whatsoever other relief or penalties it or they may suffer (including, without limitation, interest, penalties, court costs, reasonable costs of preparation and investigationbut not limited to, reasonable attorneys', accountants', and other professional advisors' fees directly accruing from such damages and disbursementsexpenses) (collectivelyarising out of, "Losses") imposed upon relating to, or incurred by the Buyer Indemnified Partyresulting from, directly or indirectly resulting from indirectly, (a) any breach or default in the performance by Seller of any covenant or agreement of Seller contained in this Agreement or any Exhibit hereto, (b) any act or omission of Seller or its employees or agents that constitutes gross negligence, willful misconduct or actual fraud, (c) illness, injury or death to any person relating to or arising out of Seller's performance of this Agreement except as to any such illness, injury or death arising out of or relating to Buyer's testing, possession, provision, sale, use, operation or other exploitation of the Products, (id) damage to any real or tangible personal property relating to or arising out of Seller's performance of this Agreement except as to any such damage arising out of or relating to Buyer's testing, possession, provision, sale, use, operation or other exploitation of the Products, and (e) any and all actions, suits, proceedings, claims, demands, judgments, costs and expenses (including reasonable legal and accounting fees) incident to any of the foregoing, provided that, Seller's obligation to indemnify Buyer hereunder shall apply only if: (a) Buyer gives Seller prompt notice after learning of any such claims or actions, (b) Seller shall have exclusive control over the defense and settlement of any such claim or actions, (c) Buyer shall not settle or compromise any such claims or actions without Seller's prior written approval, and (d) Buyer shall cooperate with Seller in a defense and settlement of any claim, at the Seller's expense, provided that the Seller shall not be liable hereunder for any settlement or compromise negotiated by the Buyer unless the Seller agrees in writing to be so bound. If the Buyer provides notice of a claim in accordance with (a) above and is not notified within ten (10) days thereafter that the Seller intends to defend the claim, Buyer shall be entitled to defend such claim, and settle or compromise such claim, subject to the indemnification provided for herein. The foregoing indemnity shall not apply to the extent that such claims or actions for damages or other relief arise from the gross negligent acts or omissions, willful misconduct, breach of any representation terms or warranty provisions of the Sellers contained herein and any actual or threatened action or proceeding in connection therewiththis Agreement by, (ii) any failure to comply with any covenant or other agreement unlawful conduct of, Buyer or any of the Sellers contained herein and any actual Buyer's employees or threatened action or proceeding in connection therewith, (iii) any claim or demand for commission or other compensation arising out of the transactions contemplated by this Agreement by any broker, finder or agent claiming to be entitled thereto resulting from an act or acts of the Sellers, or (iv) any other liability or obligation of the Sellers which is not an Assumed Liability. Each matter for which the Sellers have agreed to provide indemnification pursuant to this Section 9.1 is hereinafter referred to individually as a "Buyer Claim" and collectively as the "Buyer Claims"agents.

Seller’s Indemnification. Subject to the terms Seller shall indemnify Buyer and conditions of this Article IX, the Sellers, jointly and severally, agree to indemnify and hold harmless the Buyer, its officers, directors, shareholders and Affiliates and the employees, equity holders, Affiliates, successors and permitted assigns of (collectively, the “Buyer Parties”) and hold each of them (the party or parties being indemnified under this Section 9.1 collectively referred to herein as, the "Buyer Indemnified Party") harmless from and against each and every pay on behalf of or reimburse such Buyer Parties in respect of any loss, Liability, demand, claim, lossaction, liabilitycause of action, damagesout-of-pocket cost, cost and expense damage, deficiency, diminution in value (but only if such diminution in value directly results from the occurrence of any nature whatsoever event specified in any of clauses (includingi) through (v) below), without limitationTax, penalty, fine or expense, whether or not arising out of third party claims (including interest, penalties, reasonable attorneys’, accountants’ and other professionals’ fees and expenses, court costs, reasonable costs of preparation and all amounts paid in investigation, reasonable attorneys', accountants', and other professional advisors' fees directly accruing from such damages and disbursementsdefense or settlement of any of the foregoing) (collectively, "“Losses"” and individually, a “Loss”) imposed upon which any such Buyer Party may suffer, sustain or incurred become subject to, as a result of, in connection with, relating or incidental to or by the Buyer Indemnified Party, directly or indirectly resulting from or arising out of virtue of: (i) any misrepresentation or the breach of any representation or warranty of made by Seller or Selling Affiliate contained in this Agreement, the Sellers contained herein and other Transaction Documents, any actual Exhibit or threatened action Schedule hereto or proceeding any certificate delivered by Seller to Buyer with respect hereto or thereto (in connection therewitheach case, without taking into account any materiality or Material Adverse Effect qualifiers set forth therein); (ii) any failure to comply with the breach of any covenant or agreement made by Seller or Selling Affiliate contained in this Agreement, the other agreement of the Sellers contained herein and Transaction Documents, any actual Exhibit or threatened action Schedule hereto or proceeding in connection therewith, any certificate delivered by Seller to Buyer with respect hereto or thereto; (iii) any claim for payment of fees and/or expenses as a broker or demand for commission finder in connection with the origin, negotiation or execution of this Agreement or the other compensation arising out Transaction Documents or the consummation of the transactions contemplated by this Agreement by hereby based upon any brokeralleged agreement, finder arrangement or agent claiming to be entitled thereto resulting from an act understanding between the claimant and Seller or acts any of the Sellers, its agents or representatives; (iv) the failure by Seller or a Selling Affiliate to obtain consent for the assignment of a software license for items embedded in the Products that has been granted to Seller or Selling Affiliate; or (v) the assertion against any other liability Buyer Party of any Liability that is an Excluded Liability or obligation of the Sellers which is not relates to an Assumed Liability. Each matter for which the Sellers have agreed to provide indemnification pursuant to this Section 9.1 is hereinafter referred to individually as a "Buyer Claim" and collectively as the "Buyer Claims"Excluded Asset.

Seller’s Indemnification. Subject to (a) Upon closing of the terms and conditions of this Article IXtransactions contemplated herein, the Sellers, jointly and severally, Sellers hereby agree to indemnify and hold harmless the Buyer, its officersAffiliates, directors, shareholders and Affiliates and the successors and assigns of each of them and their respective representatives (the party or parties being indemnified under this Section 9.1 collectively referred to herein as, the "Buyer Indemnified PartyBuyer's Indemnitees") harmless from and against each against, and every demandagrees to defend promptly Buyer's Indemnitees from and reimburse Buyer's Indemnitees for, claim, loss, liabilityany and all losses, damages, cost costs, expenses, liabilities, obligations and expense claims of any nature whatsoever (kind, including, without limitation, interest, penalties, court costs, reasonable costs of preparation and investigation, reasonable attorneys', accountants', ' fees and other professional advisors' fees directly accruing from such damages legal costs and disbursements) expenses, (collectively, the "Losses") imposed upon ), that Buyer's Indemnitees may at any time suffer or incurred by the Buyer Indemnified Partyincur, directly or indirectly resulting from become subject to, as a result of or arising out of in connection with: (i) any breach or inaccuracy of any representation or warranty of the Sellers contained herein representations and warranties made by Seller in or pursuant to this Agreement or any actual instrument or threatened action or proceeding document executed by Seller in connection therewith, with or as a result of this Agreement; (ii) the non-fulfillment of any failure to comply with any covenant covenant, undertaking, agreement or other agreement obligation of the Sellers contained herein and any actual Seller under this Agreement; or threatened action or proceeding in connection therewith, (iii) any claim noncompliance by Seller with bulk sales laws or demand for commission similar laws which may be applicable to the sale or other compensation arising out transfer of the transactions contemplated by this Agreement by any broker, finder or agent claiming to be entitled thereto resulting from an act or acts of the Sellers, or Acquired Assets (iv) any other liability or obligation of the Sellers which is not an Assumed Liability. Each matter for which the Sellers have agreed to provide indemnification pursuant to this Section 9.1 is hereinafter referred to individually as a "Buyer Claim" and collectively as the "Buyer Claims"); provided, however, that Buyer's Indemnitees shall have the right to be indemnified, held harmless from, defended or reimbursed under this § 6.2(a) hereof only if such Claims have actually been asserted on or before one year after the Closing Date. (b) In the event a claim against Buyer's Indemnitees arises that is covered by the indemnity provisions of § 9.2(a) hereof, notice shall be given promptly by Buyer to Sellers. Sellers shall have the right to contest and defend by all appropriate legal proceedings any third-party claim and to control all settlements (unless Buyer agrees to assume the cost of settlement and to forgo such indemnity) and to select lead counsel to defend any and all third-party claims at the sole cost and expense of Sellers, as the case may be; provided, however, that Sellers may not effect any settlement that could result in any cost, expense or liability to Buyer's Indemnitees unless Buyer consents in writing to such settlement, which consent shall not be unreasonably withheld. Any of Buyer's Indemnitees may select and engage counsel to participate in any defense, in which event such counsel shall be at the sole cost and expense of the party selecting and engaging such counsel. In connection with any such claim, action or proceeding, the parties shall cooperate with each other and provide each other with access to relevant Books and Records in their possession.

Seller’s Indemnification. Subject to the terms (a) Seller and conditions of this Article IX, the Sellers, Shareholder hereby jointly and severally, severally agree to indemnify and hold harmless the Buyer, its officersOSI and the shareholders, directors, shareholders officers, employees, Affiliates, successors, assigns and Affiliates and the successors and assigns agents of each of them (the party or parties being indemnified under this Section 9.1 collectively referred to herein ascollectively, the "Buyer Indemnified PartyPersons") from harmless from, against and against each in respect of, and every demandwaives any claim for contribution or indemnity with respect to, claimany and all claims, loss, liabilitylosses, damages, cost and expense of any nature whatsoever Liabilities, expenses or costs (including, without limitation, interest, penalties, court costs, reasonable costs of preparation and investigation, reasonable attorneys', accountants', and other professional advisors' fees directly accruing from such damages and disbursements) (collectively, "Losses"), plus reasonable attorneys' fees and expenses incurred in connection with Losses and/or enforcement of this Agreement, plus interest from the date incurred through the date of payment at the prime lending rate plus 2% of Bank of America from time to time prevailing (in all, "Indemnified Losses") imposed upon incurred or to be incurred by any of them to the Buyer Indemnified Party, directly or indirectly extent resulting from or arising out of of, or alleged to result from or arise out of: (i) any breach of any representation or warranty violation of the Sellers representations and warranties, of Seller and Shareholder contained herein and any actual or threatened action or proceeding in connection therewith, Article III of this Agreement; (ii) any failure to comply with any covenant breach or other agreement violation of the Sellers covenants or agreements of Seller contained herein and in this Agreement, or in any actual exhibit, statement, Schedule, certificate, instrument or threatened action or proceeding in connection therewithdocument delivered pursuant hereto, including the provisions of this Article X; (iii) any Liability of Seller not expressly assumed by Buyer hereunder, without regard to the fact that any indemnifiable matter described in this subsection (iii) may have been disclosed in the Schedules or in any documents included or referred to therein or may be otherwise known to Buyer at the date of this Agreement or on the Closing Date; (iv) the assertion of any claim by a party to any Contract assumed by Buyer relating to the performance of such Contract to the extent the claim relates to the portion of such Contract completed by Seller prior to the Closing; (v) the assertion of any claim by any person related to or demand for commission or other compensation arising out of the transactions contemplated in the Agreement of Purchases and Sale of Stock, dated December 31, 2000 between Shareholder and Xxxxxx X. Xxxx; (vi) any claim by a present or former employee of Seller (whether under any Law, Contract or otherwise) on account of or for overtime pay prior to the Closing Date, (vii) any claim Buyer may have against Shareholder in connection with the Patentable Property Purchase Agreement; and (viii) without being limited by the foregoing subsections (i) through (vii) and without regard to whether any one or more of the items listed in this subsection (viii) may be disclosed in the Schedules or otherwise known to Buyer as of the date of this Agreement or on the Closing Date except to the extent of the amounts reflected on the Closing Statement: (A) All Taxes of Seller and Shareholder and Seller's or Shareholder's Liability for its own Taxes or its Liability, if any (for example, by reason of transferee Liability or application of Treas. Reg. Section 1.1502-6) for Taxes of others, and fines and penalties and reasonable expenses (including but not limited to reasonable attorneys' fees and expenses) payable with respect to or arising out of any brokerclaim or assessment for such Taxes against Buyer or the Purchased Assets, finder (1) for any taxable period ending on or agent claiming before the Effective Time, except to be entitled thereto the extent such Taxes are reflected as a Tax Liability on the Closing Statement of Net Assets, (2) for any taxable period resulting from an act or acts a breach of any of the Sellersrepresentations or warranties contained in Section 3.8 hereof, or (iv3) any other liability or obligation sustained in a tax period of Buyer ending after the Effective Time arising out of the Sellers settlement or other resolution of a proposed tax adjustment which is relates to a tax period ending on or before the Effective Time; and (B) Seller's termination of any of its employees prior to the Closing Date, except to the extent the amounts of such Losses are reflected on the Closing Statement. (b) The Buyer Indemnified Persons shall not an Assumed Liability. Each matter for which the Sellers have agreed be entitled to provide indemnification recover Indemnified Losses (i) pursuant to Section 10.2(a)(i) (other than for a breach of a representation and warranty in Section 3.2, Section 3.6, Section 3.8, Section 3.14, Section 3.27 and Section 10.2(a)(iv)) unless such Indemnified Losses exceed $50,000 in the aggregate, but upon reaching such amount, from the first dollar to the full extent of all Indemnified Losses; or (ii) to the extent such Indemnified Losses exceed the aggregate consideration paid for (i)the Purchased Assets as contemplated under Section 2.3 of this Agreement and (ii) the Shareholder Patentable Property as contemplated under Section 9.1 is hereinafter referred 2.3 of the Patentable Property Purchase Agreement, once Seller or Shareholder has made payments to individually as a "or on behalf of Buyer Claim" and collectively as the "Buyer Claims"Indemnified Persons with respect to such Indemnified Losses in such amount.

Seller’s Indemnification. Subject Without in any way affecting Buyer's rights against Seller with respect to any breach or misrepresentation by Seller set forth in Section 18 or elsewhere in this Agreement, Seller hereby agrees, except to the terms extent caused or contributed to by the Buyer Indemnified Parties (as defined below), at its sole cost and conditions of this Article IXexpense, the Sellersto indemnify, jointly and severally, agree to indemnify defend and hold harmless the Buyer, its subsidiary and affiliated companies and the officers, directors, shareholders and Affiliates and the successors employees, agents, successors, and assigns of each of them (the party or parties being indemnified under this Section 9.1 collectively referred to herein as, the "Buyer Indemnified PartyParties") harmless for, from and against each and every demandany claims, claimsuits, loss, liability, damages, cost and expense of any nature whatsoever liabilities (including, without limitation, intereststrict liabilities), actions, proceedings, obligations, debts, damages, losses, costs, expenses, diminutions in value, fines, penalties, court costscharges, reasonable costs fees, expenses, judgments, awards, amounts paid in settlement and damages of preparation and investigationwhatever kind or nature (including without limitation, reasonable attorneys'' fees, accountants', court costs and other professional advisors' fees directly accruing from such damages and disbursementscosts of defense) (collectively, collectively "Losses") imposed upon or arising with respect to the Property prior to the Closing Date, under any Hazardous Material Law (as defined below), and any other losses, which may be incurred by or asserted against the Buyer Indemnified Party, Parties directly or indirectly resulting from or arising out of (i) any breach the presence of any representation or warranty Hazardous Materials on the Property (except to the extent caused by any Buyer Indemnified Parties), including, without limitation (a) all foreseeable consequential damages; (b) the costs of any remediation of the Sellers contained herein Property, and the preparation and implementation of any actual closures, remedial or threatened action or proceeding other required plans; and (c) all reasonable costs and expenses incurred by each of the Buyer Indemnified Parties in connection therewithwith (a) and (b), (ii) any failure including reasonable attorneys' fees and court costs. Notwithstanding the presence of Hazardous Materials on the Property giving rise to comply with any covenant or other agreement of Buyer's rights under this Section 19.1, Seller's remediation obligations hereunder shall be limited to those necessary for the Sellers contained herein and any actual or threatened action or proceeding in connection therewith, (iii) any claim or demand for commission or other compensation arising out of the transactions contemplated by this Agreement by any broker, finder or agent claiming Property to be entitled thereto resulting from an act or acts of in compliance with applicable Hazardous Materials Laws, and notwithstanding anything to the Sellerscontrary herein, Seller shall have no obligation under this Agreement, or (iv) at law, for any other liability or obligation of the Sellers which is not an Assumed Liability. Each matter for which the Sellers have agreed to provide indemnification pursuant to this conditions disclosed in Section 9.1 is hereinafter referred to individually as a "Buyer Claim" and collectively as the "Buyer Claims".20.5

Seller’s Indemnification. Subject Upon the Closing each Seller severally and not jointly agrees (and, upon the delivery of the Assignment to the terms Buyer and conditions acceptance by the Buyer of this Article IXthe Assignment and other closing documents required to be delivered by Sellers to Buyer pursuant to Section 8.2, the Sellerssuch Seller shall be deemed to have agreed) to pay, jointly and severallydefend, agree to indemnify indemnify, reimburse and hold harmless to the extent of such Seller’s Proportionate Share (as hereinafter defined) the Buyer and such Buyer’s directors, its partners, members, managers, officers, directors, shareholders agents and Affiliates and the successors and assigns of each of them employees (the party or parties being indemnified under this Section 9.1 collectively referred to herein as, the "“Buyer Indemnified Party"Parties”) for, from and against each and every demandany loss, damage, diminution in value, claim, loss, liability, damagesdebt, obligation, cost and or expense of any nature whatsoever (including, without limitation, including interest, penalties, court costs, reasonable costs of preparation and investigation, reasonable attorneys', accountants'legal fees, and other professional advisors' expenses of litigation and attorneys fees directly accruing from such damages and disbursementsin enforcing this indemnity) (collectivelyincurred, "Losses") imposed upon suffered, paid by or incurred by resulting to any of the Buyer Indemnified PartyParties and which results from, directly or indirectly resulting from or arising arises out of or in connection with, is based upon, or exists by reason of: (a) any breach or default in (i) any breach of any representation or warranty of the Sellers contained herein and any actual such Seller set forth in this Agreement, or threatened action or proceeding in connection therewith, (ii) any failure to comply with the performance by such Seller of any covenant or other agreement obligation of the Sellers contained herein and any actual or threatened action or proceeding such Seller set forth in connection therewith, (iii) any claim or demand for commission or other compensation arising out of the transactions contemplated by this Agreement by any broker, finder or agent claiming to be entitled thereto resulting from an act or acts of the Sellers, or (iv) any other liability or obligation of the Sellers which is not an Assumed Liabilitycured as provided in Section 13 of this Agreement; and (b) all of the Retained Liabilities; REGARDLESS OF THE NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT OR RESPONSIBILITY OF THE BUYER, ANY OTHER MEMBERS OF THE BUYER INDEMNIFIED PARTIES, THE SELLERS OR ANY OTHER PERSON (BUT NOT THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY MEMBER OF THE BUYER INDEMNIFIED PARTIES). Each matter for which the Sellers have agreed “Proportionate Share” means with respect to provide indemnification pursuant a Seller (i) one hundred percent (100%) with respect to a claim under this Section 9.1 is hereinafter referred based on a breach or claim solely by or against such Seller and (ii) with respect to individually breaches or claims involving both Sellers, the percentage determined by dividing the amount of the Purchase Price received by such Seller as a "Buyer Claim" and collectively set forth in the Closing Statement (as adjusted by the "Buyer Claims"Final Statement) by the aggregate Purchase Price set forth in the Closing Statement (as adjusted by the Final Statement).

Seller’s Indemnification. Subject to the terms limitations set forth elsewhere in this ARTICLE 10, from and conditions of this Article IXafter Closing: (a) The Seller shall, the Sellers, jointly and severally, agree to indemnify and hold harmless the BuyerBuyer and its Affiliates (which, for the avoidance of doubt, shall include the Company and each of its Subsidiaries after the Closing), and their respective directors, officers, directorsemployees, shareholders partners, stockholders, members, managers, Representatives, and Affiliates agents, and the their respective permitted successors and assigns of each of them (the party or parties being indemnified under this Section 9.1 collectively referred to herein ascollectively, the "“Buyer Indemnified Party"Parties”) from and against each any and every demand, claim, loss, liability, damages, cost and expense of all Damages (whether involving a third party or among the parties to this Agreement) that any nature whatsoever (including, without limitation, interest, penalties, court costs, reasonable costs of preparation and investigation, reasonable attorneys', accountants', and other professional advisors' fees directly accruing from such damages and disbursements) (collectively, "Losses") imposed upon or incurred by the Buyer Indemnified PartyParty may incur, directly suffer or indirectly resulting from become subject to as a result of, or arising out of or in connection with (i) any the breach of any representation or warranty made by the Company in this Agreement or the certificate of the Sellers contained herein Company contemplated in Section 8.3, and any actual or threatened action or proceeding in connection therewith, (ii) the non-fulfillment or breach by the Company or any failure to comply with of its Subsidiaries of any covenant or other agreement of the Sellers Company or any of its Subsidiaries contained in this Agreement (such Damages and Actions are referred to herein as “Company-Related Damages”). (b) The Seller shall indemnify and hold harmless the Buyer Indemnified Parties from and against any actual and all Damages (whether involving a third party or threatened action among the parties to this Agreement) that any Buyer Indemnified Party may incur, suffer or proceeding in connection therewithbecome subject to as a result of, (iii) any claim or demand for commission or other compensation arising out of or in connection with (i) the transactions contemplated breach of any representation or warranty made by the Seller in this Agreement by any broker, finder or agent claiming to be entitled thereto resulting from an act or acts the certificate of the SellersSeller contemplated in Section 8.3, and (ii) the non-fulfillment or (iv) breach by the Seller of any other liability covenant or obligation agreement of the Sellers which is not an Assumed Liability. Each matter for which the Sellers have agreed to provide indemnification pursuant to Seller contained in this Section 9.1 is hereinafter Agreement (such Damages and Actions are referred to individually herein as a "Buyer Claim" and collectively as “Seller-Specific Damages”). (c) The Seller shall not have any right of contribution or equitable indemnification against the "Buyer Claims"Company or any of the Company’s Subsidiaries from the Seller’s obligations under ARTICLE 10.

Seller’s Indemnification. Subject to the terms and conditions of this Article IX, the Sellers, jointly and severally, agree to indemnify and hold harmless the Buyer, its officers, directors, shareholders and Affiliates and the successors and assigns of each of them (the party or parties being indemnified under this Section 9.1 collectively referred to herein as, the "Buyer Indemnified Party") from and against each and every demand, claim, loss, liability, damages, cost and expense of any nature whatsoever (including, without limitation, interest, penalties, court costs, reasonable costs of preparation and investigation, reasonable attorneys', accountants', and other professional advisors' fees directly accruing from such damages and disbursements) (collectively, "Losses") imposed upon or incurred by the Buyer Indemnified Party, directly or indirectly resulting from or arising out of (i) any breach of any representation or warranty of the Sellers contained herein and any actual or threatened action or proceeding in connection therewith, (ii) any failure to comply with any covenant or other agreement of the Sellers contained herein and any actual or threatened action or proceeding in connection therewith, (iii) any claim or demand for commission or other compensation arising out of the transactions contemplated by this Agreement by any broker, finder or agent claiming to be entitled thereto resulting from from, an act or acts of the Sellers, or (iv) any other liability or obligation of the Sellers which is not an Assumed LiabilitySellers. Each matter for which the Sellers have agreed to provide indemnification pursuant to this Section 9.1 is hereinafter referred to individually as a "Buyer Claim" and collectively as the "Buyer Claims.".

Seller’s Indemnification. Subject to the terms provisions of Section 13.1 above and conditions the provisions of this Article IXSection 13.4 and 13.10 below, from and after the Closing Date, the Sellers, Sellers shall jointly and severally, agree to severally indemnify and hold harmless the Buyer; any Affiliate of Buyer; each of the directors, its officers, directorsemployees, shareholders and Affiliates representatives of the Buyer or any Affiliate of Buyer; and the successors and assigns and executors and estates of each any of them the foregoing (the party or parties being indemnified under this Section 9.1 collectively referred to herein ascollectively, the "“Buyer Indemnified Party"Parties”) from and against each and every demandall Indemnifiable Losses imposed upon, claimincurred by, loss, liability, damages, cost and expense or asserted against any of any nature whatsoever (including, without limitation, interest, penalties, court costs, reasonable costs of preparation and investigation, reasonable attorneys', accountants', and other professional advisors' fees directly accruing from such damages and disbursements) (collectively, "Losses") imposed upon or incurred by the Buyer Indemnified PartyParties resulting from, directly or indirectly resulting from relating to or arising out of: (a) any misrepresentation or breach of any warranty by the Sellers contained in this Agreement or any document, instrument, or certificate delivered by the Sellers to the Buyer at the Closing (ignoring, for purposes of determining the existence of any such misrepresentation or breach or the amount of Indemnifiable Losses with respect thereto, any “materiality” or similar qualifier set forth in such representation or warranty); (b) any breach or non-fulfillment of any covenant or agreement to be performed by the Sellers under this Agreement (regardless of whether such breach or non-fulfillment is deemed “material”); (c) any and all Liabilities arising out of or relating to the conduct of any of the Businesses prior to the Closing (except the Assumed Liabilities); (d) any and all of the Retained Liabilities; (e) the Wachovia Loan and/or the Wachovia Lien; (f) any non-compliance by the Sellers with applicable Requirements of Law relating to fraudulent conveyances, fraudulent transfers, preferential transfers and similar transactions; (g) any action, claim or demand by any holder of the Sellers’ equity interests or securities, whether debt or equity; (h) any Taxes imposed on the Sellers or their Affiliates or on any of the Purchased Assets for any period prior to the Closing Date; and (i) any breach of Third Party Claim against any representation or warranty of the Sellers contained herein and any actual or threatened action or proceeding in connection therewith, (ii) any failure to comply with any covenant or other agreement of the Sellers contained herein and any actual or threatened action or proceeding in connection therewith, (iii) any claim or demand for commission or other compensation Buyer Indemnified Party arising out of the transactions contemplated by this Agreement by any broker, finder or agent claiming to be entitled thereto resulting from an act or acts of the Sellers, or (iv) any other liability or obligation of the Sellers which is not an Assumed Liability. Each matter for which the Sellers have agreed to provide indemnification pursuant to this Section 9.1 is hereinafter referred to individually as a "Buyer Claim" and collectively as the "Buyer Claims"foregoing.

Seller’s Indemnification. Subject to the terms limitations set forth in this Section 7.1, Xxxxxx Xxxxxx and conditions of this Article IX, the SellersXxxxxxx Xxxxx, jointly and severallyseverally (the “J&S Seller Indemnitors”), and, Xxxxxxx Xxxxx and Harvest Dispensaries, Cultivation, and Kitchen Consultants LLC, severally but not jointly (the “Several Seller Indemnitors” and collectively with the J&S Seller Indemnitors, the “Seller Indemnitors”), agree to indemnify indemnify, defend and hold harmless the BuyerPurchaser and its respective Affiliates, its partners, officers, directors, shareholders members, managers, employees and Affiliates and the successors and assigns of each of them agents (the party or parties being indemnified under this Section 9.1 collectively referred to herein ascollectively, the "Buyer Indemnified Party"“Purchaser Indemnitees”) harmless from and against each any and every demandall losses, claimcosts, lossexpenses, liabilityjudgments, damages, cost damages and expense of any nature whatsoever Liabilities (including, without limitation, interest, penalties, court costs, reasonable costs of preparation and investigation, reasonable attorneys', accountants', and other professional advisors' fees directly accruing from such damages and disbursements’ fees) (collectively, "“Losses"”) imposed upon or incurred by the Buyer Indemnified Party, directly or indirectly resulting from or arising out of or otherwise associated with: (i) any breach or inaccuracy of any representation or warranty of the Sellers Company or any Seller contained herein and any actual or threatened action or proceeding in connection therewith, Section 2 of this Agreement; (ii) any failure to comply with breach or nonfulfillment of any covenant covenant, agreement or other agreement obligation of the Sellers Company or any Seller contained herein and any actual or threatened action or proceeding in connection therewith, this Agreement; (iii) any Pre-Closing Taxes; (iv) any data or security breaches of the Company occurring prior to the Closing; (v) the J&S Seller Indemnitors shall have the exclusive right to continue to control the defense and prosecution of such litigation in their sole discretion, and at their sole expense, including any compromise or settlement of such litigation; provided, further that Purchaser, to the extent Purchaser so desires, may participate jointly with the J&S Seller Indemnitors in such litigation at Purchaser’s expense; and provided, further, that the J&S Seller Indemnitors shall not settle, or agree to the entry of a final order in, such litigation without the prior written consent of Purchaser, which consent shall not be unreasonably withheld, unless such settlement or final order does not obligate the Company to make any monetary settlement payment or pay any monetary damages, or admit any liability, and includes a full and unconditional release of the Company; (vi) any action or claim by or demand for commission on behalf of Xxxx XxXxxxxxx or other compensation any Affiliate thereof arising out of the transactions contemplated disclosure pursuant to Section 2.6; (vii) any action or claim by this Agreement or on behalf of Xxxxxx Xxxxxx, or any action brought by any broker, finder Governmental Authority in connection with her employment with and/or separation from the Company; and (viii) any action or agent claiming to be entitled thereto resulting from an act claim by or acts on behalf of the SellersXxxxxxx Xxxx, or (iv) any other liability or obligation of action brought by any Governmental Authority in connection with her employment with and/or separation from the Sellers which is not an Assumed Liability. Each matter for which the Sellers have agreed to provide indemnification pursuant to this Section 9.1 is hereinafter referred to individually as a "Buyer Claim" and collectively as the "Buyer Claims"Company.

Seller’s Indemnification. Subject to From and after the terms Closing Date, each Seller shall, on a joint and conditions of this Article IXseveral basis, the Sellers, jointly indemnify Buyer and severally, agree to indemnify and hold harmless the Buyer, its officers, directors, shareholders and Affiliates and the employees, agents, representatives, Affiliates, successors and permitted assigns of (collectively, the “Buyer Parties”) and hold each of them (the party or parties being indemnified under this Section 9.1 collectively referred to herein as, the "Buyer Indemnified Party") harmless from and against each and every pay on behalf of or reimburse such Buyer Parties in respect of any loss, Liability, demand, claim, lossaction, liabilitycause of action, damagescost, cost and expense damage, deficiency, penalty, fine or expense, whether or not arising out of any nature whatsoever third party claims (including, without limitation, including interest, penalties, reasonable attorneys’ fees and expenses, court costs, reasonable costs of preparation and all amounts paid in investigation, reasonable attorneys', accountants', and other professional advisors' fees directly accruing from such damages and disbursementsdefense or settlement of any of the foregoing) (collectively, "“Losses"” and individually, a “Loss”) imposed upon which any such Buyer Party may suffer, sustain or incurred become subject to on or after the Closing Date, as a result of, in connection with, relating or incidental to or by the Buyer Indemnified Party, directly or indirectly resulting from or arising out of virtue of: (i) any breach of any representation or warranty made by such Seller contained in this Agreement, the other Transaction Documents, any exhibit or schedule hereto or any certificate delivered by such Seller to Buyer with respect hereto or thereto in connection with the Closing Transactions being untrue or inaccurate or otherwise breached in any respect as of the Sellers contained herein and any actual or threatened action or proceeding in connection therewith, Closing Date; (ii) any failure to comply with the breach or non-performance of any covenant or agreement made by such Seller contained in this Agreement, the other agreement of the Sellers contained herein and Transaction Documents, any actual exhibit or threatened action schedule hereto or proceeding any certificate delivered by such Seller to Buyer with respect hereto or thereto in connection therewith, with the Closing Transactions; and (iii) any Excluded Liability (or the assertion (whether or not successful) of any action, demand, proceeding, investigation or claim or demand for commission or other compensation arising out of the transactions contemplated by this Agreement by any brokerthird party or governmental agency against Buyer relating to, finder resulting from, in connection with, incidental to or agent claiming to be entitled thereto resulting from an act or acts by virtue of the Sellers, or (iv) any other liability or obligation of the Sellers which is not an Assumed Excluded Liability. Each matter for which the Sellers have agreed to provide indemnification pursuant to this Section 9.1 is hereinafter referred to individually as a "Buyer Claim" and collectively as the "Buyer Claims").

Seller’s Indemnification. Subject to the terms (a) Seller and conditions of this Article IX, the Sellers, Shareholder hereby jointly and severally, severally agree to indemnify and hold harmless the Buyer, its officersOSI and the shareholders, directors, shareholders officers, employees, Affiliates, successors, assigns and Affiliates and the successors and assigns agents of each of them (the party or parties being indemnified under this Section 9.1 collectively referred to herein ascollectively, the "Buyer Indemnified PartyPersons") from harmless from, against and against each in respect of, and every demandwaives any claim for contribution or indemnity with respect to, claimany and all claims, loss, liabilitylosses, damages, cost and expense of any nature whatsoever Liabilities, expenses or costs (including, without limitation, interest, penalties, court costs, reasonable costs of preparation and investigation, reasonable attorneys', accountants', and other professional advisors' fees directly accruing from such damages and disbursements) (collectively, "Losses"), plus reasonable attorneys' fees and expenses incurred in connection with Losses and/or enforcement of this Agreement, plus interest from the date incurred through the date of payment at the prime lending rate of Bank of America from time to time prevailing (in all, "Indemnified Losses") imposed upon incurred or to be incurred by any of them to the Buyer Indemnified Party, directly or indirectly extent resulting from or arising out of of, or alleged to result from or arise out of: (i) any breach of any representation or warranty violation of the Sellers representations and warranties, of Seller and Shareholder contained herein and any actual or threatened action or proceeding in connection therewith, Article III of this Agreement; (ii) any failure to comply with any covenant breach or other agreement violation of the Sellers covenants or agreements of Seller contained herein and in this Agreement, or in any actual exhibit, statement, Schedule, certificate, instrument or threatened action or proceeding in connection therewithdocument delivered pursuant hereto, including the provisions of this Article X; (iii) Any Liability of Seller not expressly assumed by Buyer hereunder, without regard to the fact that any indemnifiable matter described in this subsection (iii) may have been disclosed in the Schedules or in any documents included or referred to therein or may be otherwise known to Buyer at the date of this Agreement or on the Closing Date; (iv) The assertion of any claim by a party to any Contract assumed by Buyer relating to the performance of such Contract to the extent the claim relates to the portion of such Contract completed by Seller prior to the Closing; and (v) without being limited by the foregoing subsections (i) through (iv) and without regard to whether any one or more of the items listed in this subsection (v) may be disclosed in the Schedules or otherwise known to Buyer as of the date of this Agreement or on the Closing Date except to the extent of the amounts reflected on the Closing Statement: (A) All Taxes of Seller and Shareholder and Seller's or Shareholder's Liability for its own Taxes or its Liability, if any (for example, by reason of transferee Liability or application of Treas. Reg. Section 1.1502-6) for Taxes of others, and fines and penalties and reasonable expenses (including but not limited to reasonable attorneys' fees and expenses) payable with respect to or arising out of any claim or demand assessment for commission such Taxes against Buyer or other compensation the Purchased Assets, (1) for any taxable period ending on or before the Closing Date, except to the extent such Taxes are reflected as a Tax Liability on the Closing Statement, (2) for any taxable period resulting from a breach of any of the representations or warranties contained in Section 3.8 hereof, or (3) sustained in a tax period of Buyer ending after the Closing Date arising out of the transactions contemplated by this Agreement by settlement or other resolution of a proposed tax adjustment which relates to a tax period ending on or before the Closing Date; and (B) Seller's termination of any brokerof its employees, finder or agent claiming except to the extent the amounts of such Losses are reflected on the Closing Statement. (b) The Buyer Indemnified Persons shall not be entitled thereto resulting from an act or acts to recover Indemnified Losses (i) pursuant to Section 10.2(a)(i) (other than for a breach of a representation and warranty in Section 3.2, Section 3.6, Section 3.8 and Section 3.27), unless such Indemnified Losses exceed $100,000 in the Sellersaggregate, and then only to the extent of amounts in excess of $100,000; or (ivii) any other liability to the extent such Indemnified Losses exceed the aggregate consideration paid for the Purchased Assets as contemplated under Section 2.3 of this Agreement, once Seller or obligation Shareholder has made payments to or on behalf of the Sellers which is not an Assumed Liability. Each matter for which the Sellers have agreed Buyer Indemnified Persons with respect to provide indemnification pursuant to this Section 9.1 is hereinafter referred to individually as a "Buyer Claim" and collectively as the "Buyer Claims"such Indemnified Losses in such amount.

Seller’s Indemnification. Subject to the terms terms, conditions and conditions limitations of this Article IXARTICLE 8, from and after the Closing, each of the Sellers, severally (and not jointly or jointly and severally) in accordance with each Seller’s Pro Rata Share, agree to indemnify shall indemnify, defend and hold harmless Purchaser, Purchaser’s Affiliates (including, after the BuyerClosing, the Company and its officers, directors, shareholders Subsidiaries) and each of their respective Affiliates and the successors and assigns of each of them Representatives (the party or parties being indemnified under this Section 9.1 collectively referred to herein ascollectively, the "Buyer “Purchaser Indemnified Party"Parties”) from and against each and every demandany Loss suffered, claim, loss, liability, damages, cost and expense of any nature whatsoever (including, without limitation, interest, penalties, court costs, reasonable costs of preparation and investigation, reasonable attorneys', accountants', and other professional advisors' fees directly accruing from such damages and disbursements) (collectively, "Losses") imposed upon sustained or incurred by by, or imposed upon, any Purchaser Indemnified Party to the Buyer Indemnified Party, directly or indirectly resulting from or extent arising out of of, relating to or resulting from: (ia) any breach of or inaccuracy in any representation or warranty of the Sellers representations and warranties of the Company or any Seller contained herein in this Agreement (including ARTICLE 4 and ARTICLE 5) (provided that in the case of a breach of any of the representations and warranties set forth in ARTICLE 5, the breach will be indemnified solely by the Seller responsible for such breach and not by any other Sellers); (b) any breach or non-fulfillment of any covenant or agreement contained in this Agreement required to be performed by the Company (at or prior to the Closing) or any Seller (provided that in the case of a breach of any covenant to be performed by each Seller, the breach will be indemnified solely by the Seller responsible for such breach and not by any other Sellers); (c) any Indebtedness of the Company or its Subsidiaries as of immediately prior to Closing or Transaction Expenses in each case, that remain unpaid following the Closing, or were not taken into account, dollar-for-dollar, in the final calculation of the Final Adjustment Amount; (d) any actual or threatened action alleged errors, omissions or proceeding inaccuracies in the Distribution Schedule, including, but not limited to, amounts outstanding under any Promissory Note; (e) any Action by any actual or alleged holder of any Equity Security of the Company (i) in connection therewithwith this Agreement, including as a result of or in connection with the (A) determination of the vested and unvested status of such Equity Security, (B) termination, cancellation, exercise or net exercise of such Equity Security, (C) distribution of any portion of the Purchase Price, including all or any portion of any Adjustment Surplus or any Escrow Funds pursuant to the terms of this Agreement, (ii) any failure to comply with any covenant for breach (or other agreement allegation of breach) of fiduciary duty of the Sellers contained herein and Company, any actual Seller or threatened action any Affiliate or proceeding Representatives thereof in connection therewithwith this Agreement or the Transactions, or (iii) any claim in connection with such Person’s status or demand for commission or other compensation arising out alleged status as a holder of Equity Securities of the transactions contemplated by Company prior to the Closing; (f) any Pre-Closing Taxes, except to the extent included in the calculation of Indebtedness or Transaction Expenses and taken into account, dollar-for-dollar, in the final calculation of the Final Adjustment Amount; or (g) any matters set forth on Schedule 8.2(g). Notwithstanding the foregoing or anything else to the contrary in this Agreement by any brokerAgreement, finder or agent claiming to the Purchaser Indemnified Parties shall not be entitled thereto resulting from an act or acts of to any indemnification, and the Sellers, or (iv) any other Sellers will have no liability or obligation with respect to any indemnification, for or with respect to any Taxes or other costs that might arise or accrue to the Company or any of its Subsidiaries or any other Person by reason of a material breach by Purchaser or any of its Affiliates (including the Company from and after the Closing Date) of Section 7.6 of this Agreement. The Purchaser Indemnified Parties shall not be entitled to any indemnification, and, except for the Sales and Use Tax Amount included in the Indebtedness of the Sellers which is not an Assumed Liability. Each matter Company as of immediately prior to Closing for which purposes of determination of the Purchase Price, the Sellers will have agreed to provide indemnification pursuant to this Section 9.1 is hereinafter referred to individually as a "Buyer Claim" no liability with respect to, any Sales and collectively as the "Buyer Claims"Use Taxes.

Seller’s Indemnification. Subject (a) Seller agrees to the terms and conditions of this Article IX, the Sellers, jointly and severally, agree to indemnify and hold harmless the Buyer, its officersOSI and the shareholders, directors, shareholders officers, employees, Affiliates, successors, assigns and Affiliates and the successors and assigns agents of each of them (the party or parties being indemnified under this Section 9.1 collectively referred to herein ascollectively, the "Buyer Indemnified PartyPersons") from harmless from, against and against each in respect of, and every demandwaives any claim for contribution or indemnity with respect to, claimany and all claims, loss, liabilitylosses, damages, cost and expense of any nature whatsoever Liabilities, expenses or costs (including, without limitation, interest, penalties, court costs, reasonable costs of preparation and investigation, reasonable attorneys', accountants', and other professional advisors' fees directly accruing from such damages and disbursements) (collectively, "Losses"), plus reasonable attorneys' fees and expenses incurred in connection with Losses and/or enforcement of this Agreement, plus interest from the date incurred through the date of payment at the prime lending rate plus 2% of Bank of America from time to time prevailing (in all, "Indemnified Losses") imposed upon incurred or to be incurred by any of them to the Buyer Indemnified Party, directly or indirectly extent resulting from or arising out of of, or alleged to result from or arise out of: (i) any breach of any representation or warranty violation of the Sellers representations and warranties, of Seller contained herein and any actual or threatened action or proceeding in connection therewith, Article III of this Agreement; (ii) any failure to comply with any covenant breach or other agreement violation of the Sellers covenants or agreements of Seller contained herein and in this Agreement, or in any actual exhibit, statement, Schedule, certificate, instrument or threatened action or proceeding in connection therewithdocument delivered pursuant hereto, including the provisions of this Article X; (iii) any Liability of Seller, without regard to the fact that any indemnifiable matter described in this subsection (iii) may have been disclosed in the Schedules or in any documents included or referred to therein or may be otherwise known to Buyer at the date of this Agreement or on the Closing Date; (iv) the assertion of any claim by any person related to or demand for commission or other compensation arising out of the transactions contemplated in the Agreement of Purchases and Sale of Stock, dated December 31, 2000 between Seller and Xxxxxx X. Xxxx; (v) any claim Buyer may have against Company or Seller in connection with the Asset Purchase Agreement; and (vi) without being limited by the foregoing subsections (i) through (v) and without regard to whether any one or more of the items listed in this subsection (vi) may be disclosed in the Schedules or otherwise known to Buyer as of the date of this Agreement or on the Closing Date: all Taxes of Seller and Seller's Liability for its own Taxes or its Liability, if any (for example, by reason of transferee Liability or application of Treas. Reg. Section 1.1502-6) for Taxes of others, and fines and penalties and reasonable expenses (including but not limited to reasonable attorneys' fees and expenses) payable with respect to or arising out of any brokerclaim or assessment for such Taxes against Buyer or the Patentable Property, finder (1) for any taxable period ending on or agent claiming before the Effective Time or (2) sustained in a tax period of Buyer ending after the Effective Time arising out of the settlement or other resolution of a proposed tax adjustment which relates to a tax period ending on or before the Effective Time. (b) The Buyer Indemnified Persons shall not be entitled thereto resulting from an act or acts to recover Indemnified Losses to the extent such Indemnified Losses exceed the aggregate consideration paid for (i) the Patentable Property as contemplated under Section 2.3 of this Agreement and (ii) the Purchased Assets as contemplated under Section 2.3 of the SellersAsset Purchase Agreement, once Seller has made payments to or (iv) any other liability or obligation on behalf of the Sellers which is not an Assumed Liability. Each matter for which the Sellers have agreed Buyer Indemnified Persons with respect to provide indemnification pursuant to this Section 9.1 is hereinafter referred to individually as a "Buyer Claim" and collectively as the "Buyer Claims"such Indemnified Losses in such amount.

Seller’s Indemnification. Subject to the terms and conditions of this Article IXSeller shall indemnify, the Sellers, jointly and severally, agree to indemnify defend and hold harmless Buyer and its Affiliates from and against and in respect of Damages, arising out of or in any manner incident, relating or attributable to: (a) Any inaccuracy in any representation or breach of any warranty of Seller contained in this Agreement. (b) Any failure by Seller to perform or observe, or to have performed or observed, in full, any covenant, agreement or condition to be performed or observed by it under this Agreement. (c) Any claim for taxes arising out of the Buyermatters described on Schedule 4.1(g), its officersSchedule 4.2(c) and Schedule 4.2(d). (d) Brokerage fees relating to the transactions contemplated herein or the consummation thereof, directorsbased in any way on agreements, shareholders arrangements or understandings claimed to have been made by Seller with any third party. (e) All reasonable costs and Affiliates expenses (including reasonable attorneys' fees and expenses, and expenses of investigation) incurred by Buyer in connection with any action, suit, proceeding, demand, assessment or judgment incident to any of the successors matters Buyer is indemnified against by Seller in this Agreement. Provided, however, in no event shall Seller be required to make indemnification payments in excess of the Purchase Price, and assigns provided further that, notwithstanding anything to the contrary in this Agreement, the parties hereto expressly acknowledge and agree that the indemnification right of each Buyer provided for in this Section 7.2 shall be the sole and exclusive right and remedy of them (or available to Buyer for or with respect to any and all claims for Damages suffered or incurred by Buyer or to which Buyer may be entitled to, or at any time shall or may assert against Seller or the party Corporations under or pursuant to this Agreement and any other documents entered into by the parties being indemnified hereto as contemplated by this Agreement. Therefore, the parties hereto expressly acknowledge and agree that, except for nonpayment of the amount, if any, due Buyer under this Section 9.1 collectively referred 7.2, in no event shall Buyer be entitled to herein asseek or to obtain any recovery or judgment against Seller, the "Corporations, or any of their Affiliates as a result of or on the basis of this Agreement or any other documents entered into by the parties hereto as contemplated by this Agreement, and in no event shall Buyer Indemnified Party") from and against each and every demand, claim, loss, liability, damages, cost and expense be entitled to seek or obtain other damages of any nature whatsoever (kind, including, without limitation, interestconsequential, penalties, court costs, reasonable costs of preparation and investigation, reasonable attorneys', accountants', and other professional advisors' fees directly accruing from such damages and disbursements) (collectively, "Losses") imposed upon indirect or incurred by the Buyer Indemnified Party, directly or indirectly resulting from or arising out of (i) any breach of any representation or warranty of the Sellers contained herein and any actual or threatened action or proceeding in connection therewith, (ii) any failure to comply with any covenant or other agreement of the Sellers contained herein and any actual or threatened action or proceeding in connection therewith, (iii) any claim or demand for commission or other compensation arising out of the transactions contemplated by this Agreement by any broker, finder or agent claiming to be entitled thereto resulting from an act or acts of the Sellers, or (iv) any other liability or obligation of the Sellers which is not an Assumed Liability. Each matter for which the Sellers have agreed to provide indemnification pursuant to this Section 9.1 is hereinafter referred to individually as a "Buyer Claim" and collectively as the "Buyer Claims"punitive damages.