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 Seller hereby covenants and agrees, from and after the terms and conditions of this Article IXClosing, the Sellers, jointly and severally, agree to indemnify and to hold harmless the Buyer, Buyer and its officers, officers and directors, shareholders 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"”) from and against each all claims, losses, liabilities, damages, fines, penalties, taxes, costs and every demandexpenses, claimreasonable fees and disbursements of counsel, including counsel fees incurred to enforce its rights hereunder, (net in all cases of any benefits paid to an Indemnified Party by an insurance carrier in respect of any loss, liability, damagesobligation, cost and expense of any nature whatsoever (includingdamage, 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 disbursementsdeficiency or expense) (collectively, "the “Losses") imposed upon ”), sustained or incurred by the Buyer Indemnified Party, directly or indirectly resulting from or arising out of Party as follows: (i) all Losses sustained or incurred by any Buyer Indemnified Party in respect of Unassumed Liabilities or Excluded Assets; (ii) all Losses sustained or incurred by any Buyer Indemnified Party resulting from any breach of any representation or warranty on the part 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, Seller under this Agreement; (iii) any claim all Losses sustained or demand for commission or other compensation arising out of the transactions contemplated by this Agreement incurred by any broker, finder or agent claiming to be entitled thereto Buyer Indemnified Party resulting from an act any breach of any of Seller’s covenants or acts of the Sellers, or agreements contained herein; (iv) all Liabilities and Losses arising from third party claims in any other liability way connected to the ownership, use or obligation operation of the Sellers Acquired Assets for the entire period of Seller’s ownership prior to the date on which is not an Assumed Liability. Each matter such Acquired Assets were transferred to Buyer; and (v) all Liabilities and Losses arising from any Personal Property Taxes or Real Property Taxes for which the Sellers have agreed to provide indemnification pursuant to this Seller is responsible under Section 9.1 is hereinafter referred to individually as a "Buyer Claim" and collectively as the "Buyer Claims"3.4 above.

Seller’s Indemnification. Subject In the event of the registration under the Securities Act of any Registrable Securities pursuant to the terms and conditions provisions of this Article IXAgreement, the Sellers, jointly and each Seller agrees severally, agree and not jointly, to indemnify and hold harmless the BuyerCompany, its directors, officers, directorsagents, shareholders and Affiliates representatives, and each Person who controls the successors and assigns Company within the meaning of each of them the Securities Act (the party or parties being indemnified under this Section 9.1 collectively referred to herein aseach, the a "Buyer Indemnified Company Party") ), from and against each any losses, claims, damages or liabilities, joint or several, to which such Company Party may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement of any material fact contained in any registration statement under which such Registrable Securities were registered under the Securities Act, any preliminary prospectus or final prospectus relating to such Registrable Securities, or any amendment or supplement thereto, or arise out of or are based upon the omission to state therein a material fact required to be stated therein or necessary to make the statements therein in light of the circumstances under which they were made not misleading, but only to the extent that such untrue statement or omission was made therein in reliance upon and every demandin conformity with written information furnished to the Company by 118 such Seller expressly for use in connection with the preparation thereof, and will reimburse such Company Party for any legal or any other fees and expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, lossdamage, 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 action; provided, however, that that liability of each Seller under this Article 5 shall be limited to the Sellers which is not an Assumed Liability. Each matter for which amount of proceeds received by such Seller from 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"sale of Registrable Securities.

Seller’s Indemnification. Subject In the event of the registration under the Securities Act of any Registrable Securities pursuant to the terms and conditions provisions of this Article IXAgreement, the Sellers, jointly and each Seller agrees severally, agree and not jointly, to indemnify and hold harmless the BuyerCompany, its directors, officers, directorsagents, shareholders and Affiliates representatives, and each Person who controls the successors and assigns Company within the meaning of each of them the Securities Act (the party or parties being indemnified under this Section 9.1 collectively referred to herein aseach, the a "Buyer Indemnified Company Party") ), from and against each any losses, claims, damages or liabilities, joint or several, to which such Company Party may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement of any material fact contained in any registration statement under which such Registrable Securities were registered under the Securities Act, any preliminary prospectus or final prospectus relating to such Registrable Securities, or any amendment or supplement thereto, or arise out of or are based upon the omission to state therein a material fact required to be stated therein or necessary to make the statements therein in light of the circumstances under which they were made not misleading, but only to the extent that such untrue statement or omission was made therein in reliance upon and every demandin conformity with written information furnished to the Company by such Seller expressly for use in connection with the preparation thereof, and will reimburse such Company Party for any legal or any other fees and expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, lossdamage, 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 action; provided, however, that that liability of each Seller under this Article 5 shall be limited to the Sellers which is not an Assumed Liability. Each matter for which amount of proceeds received by such Seller from 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"sale of Registrable Securities.

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 Seller, on behalf of itself as well as Seller’s successors and assigns, hereby agrees to the terms and conditions of this Article IXindemnify, the Sellers, jointly and severally, agree to indemnify defend and hold harmless the Buyer and Buyer’s agents, its personal representatives, partners, officers, directors, shareholders and Affiliates and the officials, employee, spouses, heirs, successors and assigns of each of them (the party collectively, “Buyer’s Representatives”), from any and all demands, claims, legal or parties being indemnified under this Section 9.1 collectively referred to herein asadministrative proceedings, the "Buyer Indemnified Party") from and against each and every demandlosses, claim, loss, liabilityliabilities, damages, cost and expense of any nature penalties, fines, liens, judgments, costs or expenses whatsoever (including, without limitation, interestattorneys’ fees and costs), penaltieswhether direct, court costscontingent or consequential, 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 incurred or incurred suffered by the or asserted or awarded against Buyer Indemnified Party, directly or indirectly resulting from Buyer’s Representatives relating to or arising out of from (i) any breach of any representation the ownership or warranty operation of the Sellers contained herein and any actual Property by Seller or threatened action Seller’s predecessors, successors or proceeding in connection therewithassigns prior to the Close of Escrow, (ii) any failure to comply with any covenant the acts or other agreement omissions of the Sellers contained herein and any actual Seller or threatened action or proceeding in connection therewithSeller’s Representatives, (iii) any claim material breach of any covenant, representation or demand for commission or other compensation arising out warranty of the transactions contemplated by Seller contained in this Agreement by any broker(except to the extent that this Agreement states that Buyer is not relying on same), finder or agent claiming to be entitled thereto resulting from an act or acts of the Sellers, or (iv) the violation of any other liability federal, state or obligation local law, ordinance or regulation, occurring or allegedly occurring with respect to the Property during Seller’s ownership, prior to the Close of Escrow including, without limitation, the Release of Hazardous Materials or Hazardous Substances (as defined in this Agreement) handled, transported, generated, disposed of, or released from, emanating from, or in the vicinity of the Sellers Property during Seller’s ownership of the Property; or (v) any contracts claims which is not an Assumed Liabilityaccrued during Seller’s ownership prior to the Close of Escrow, and in each instance, except to the extent such matters arise from the sole negligence or the willful misconduct of Buyer or Buyer’s breach of a representation, warranty or obligations in this Agreement. Each matter for As to any Release of Hazardous Substances or Hazardous Materials handled, transported, generated, disposed of, or released from, emanating from, or in the vicinity of the Property, prior to Seller’s ownership of the Property, Seller shall assign to Buyer any and all claims, actions or causes of actions relating thereto that seller may have and which are assignable, against the Sellers have agreed United States of America and others in the chain of title to provide indemnification pursuant the Property. Such assignment shall be effected by a written instrument in a form reasonably acceptable to this Section 9.1 is hereinafter referred Buyer, executed by Seller and delivered to individually Buyer at the Close of Escrow. Upon consummation of the closing hereunder, the foregoing indemnity shall be deemed to be restated and made again as a "Buyer Claim" of the Closing Date and collectively as shall survive the "Buyer Claims"Close of Escrow and the delivery and recordation of the Deed.

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 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 Seller, on behalf of itself as well as Seller’s successors and assigns, hereby agrees to the terms and conditions of this Article IXindemnify, the Sellers, jointly and severally, agree to indemnify defend and hold harmless the BuyerBuyer and Xxxxx’s agents, its personal representatives, partners, officers, directors, shareholders and Affiliates and the officials, employee, spouses, heirs, successors and assigns of each of them (the party collectively, “Xxxxx’s Representatives”), from any and all demands, claims, legal or parties being indemnified under this Section 9.1 collectively referred to herein asadministrative proceedings, the "Buyer Indemnified Party") from and against each and every demandlosses, claim, loss, liabilityliabilities, damages, cost and expense of any nature penalties, fines, liens, judgments, costs or expenses whatsoever (including, without limitation, interestattorneys’ fees and costs), penaltieswhether direct, court costscontingent or consequential, 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 incurred or incurred suffered by the or asserted or awarded against Buyer Indemnified Party, directly or indirectly resulting from Buyer’s Representatives relating to or arising out of from (i) any breach of any representation the ownership or warranty operation of the Sellers contained herein and any actual Property by Seller or threatened action Seller’s predecessors, successors or proceeding in connection therewithassigns prior to the Close of Escrow, (ii) any failure to comply with any covenant the acts or other agreement omissions of the Sellers contained herein and any actual Seller or threatened action or proceeding in connection therewithSeller’s Representatives, (iii) any claim material breach of any covenant, representation or demand for commission or other compensation arising out warranty of the transactions contemplated by Seller contained in this Agreement by any broker(except to the extent that this Agreement states that Buyer is not relying on same), finder or agent claiming to be entitled thereto resulting from an act or acts of the Sellers, or (iv) the violation of any other liability federal, state or obligation local law, ordinance or regulation, occurring or allegedly occurring with respect to the Property during Seller’s ownership, prior to the Close of Escrow including, without limitation, the Release of Hazardous Materials or Hazardous Substances (as defined in this Agreement) handled, transported, generated, disposed of, or released from, emanating from, or in the vicinity of the Sellers Property during Seller’s ownership of the Property; or (v) any contracts claims which is not an Assumed Liabilityaccrued during Seller’s ownership prior to the Close of Escrow, and in each instance, except to the extent such matters arise from the sole negligence or the willful misconduct of Buyer or Buyer’s breach of a representation, warranty or obligations in this Agreement. Each matter for As to any Release of Hazardous Substances or Hazardous Materials handled, transported, generated, disposed of, or released from, emanating from, or in the vicinity of the Property, prior to Seller’s ownership of the Property, Seller shall assign to Buyer any and all claims, actions or causes of actions relating thereto that seller may have and which are assignable, against the Sellers have agreed United States of America and others in the chain of title to provide indemnification pursuant the Property. Such assignment shall be effected by a written instrument in a form reasonably acceptable to this Section 9.1 is hereinafter referred Buyer, executed by Xxxxxx and delivered to individually Buyer at the Close of Escrow. Upon consummation of the closing hereunder, the foregoing indemnity shall be deemed to be restated and made again as a "Buyer Claim" of the Closing Date and collectively as shall survive the "Buyer Claims"Close of Escrow and the delivery and recordation of the Deed.

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.

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).