Common use of Seller’s Indemnification Clause in Contracts

Seller’s Indemnification. PROVIDED THAT THE CLOSING OCCURS, SELLER SHALL RELEASE, DEFEND, INDEMNIFY AND HOLD HARMLESS BUYER, ITS PARTNERS, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, MEMBERS, SHAREHOLDERS, AFFILIATES AND SUBSIDIARIES (COLLECTIVELY, THE “BUYER INDEMNITEES”) FROM AND AGAINST ANY AND ALL LOSSES AS A RESULT OF, ARISING OUT OF, OR RELATED TO THE RETAINED OBLIGATIONS, REGARDLESS OF WHETHER CAUSED OR CONTRIBUTED TO BY THE SOLE, JOINT, COMPARATIVE OR CONCURRENT NEGLIGENCE OR STRICT LIABILITY OF ANY OF THE BUYER INDEMNITEES; provided, however, notwithstanding anything to the contrary contained in this Agreement, (a) Seller's obligations under this Section 16.04 shall apply only if and to the extent Buyer provides Seller with a Claim Notice complying with Section 16.05 on or before the day occurring one (1) year after the Closing, (b) Buyer shall bear sole responsibility for the aggregate Losses associated with all such claims up to a threshold percentage of two percent (2%) of the Unadjusted Purchase Price, it being intended by the Parties that Seller be obligated only to the extent of those Losses that exceed two percent (2%) of the Unadjusted Purchase Price, and (c) Seller's aggregate liability is limited to an amount equal to fifty percent (50%) of the Unadjusted Purchase Price. INDEMNIFICATION UNDER THIS SECTION 16.04 SHALL BE BUYER'S SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO ANY RETAINED OBLIGATION, AND SELLER'S LIABILITY WITH RESPECT TO ANY RETAINED OBLIGATION SHALL BE SUBJECT TO THE PROCEDURES AND LIMITATIONS ON TIMING AND AMOUNT PROVIDED IN THIS SECTION 16.04 AND IN SECTION 16.05.

Seller’s Indemnification. PROVIDED THAT THE CLOSING OCCURS, SELLER SHALL RELEASE, DEFEND, INDEMNIFY AND HOLD HARMLESS BUYER, ITS PARTNERS, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, MEMBERS, SHAREHOLDERS, AFFILIATES AND SUBSIDIARIES (COLLECTIVELY, THE “BUYER INDEMNITEES”) FROM AND AGAINST ANY AND ALL LOSSES AS A RESULT OF, ARISING OUT OF, OR RELATED TO (I) THE RETAINED OBLIGATIONS, REGARDLESS OF WHETHER CAUSED OR CONTRIBUTED TO BY THE SOLE, JOINT, COMPARATIVE OR CONCURRENT NEGLIGENCE OR STRICT LIABILITY OF ANY OF THE BUYER INDEMNITEESINDEMNITEES AND (II) ANY BREACH OF ANY REPRESENTATION OR WARRANTY OF SELLER, OR OF A COVENANT OR AGREEMENT OF SELLER THAT EXPRESSLY SURVIVES CLOSING, UNDER THIS AGREEMENT; provided, however, notwithstanding anything to the contrary contained in this Agreement, (a) Seller's obligations ’s indemnification obligation under this Section 16.04 18.04 shall apply only if and to the extent Buyer provides Seller with a Claim Notice complying with Section 16.05 18.05 on or before the day occurring one nine (19) year months after the Closing, (b) except to the extent provided otherwise in Section 12.01(a), Buyer shall bear sole responsibility for the aggregate Losses costs associated with all such claims Claims up to a threshold percentage of two percent (2%) of the Unadjusted Purchase Price, it being intended by the Parties that Seller be obligated only to the extent of that those Losses that costs exceed two percent (2%) of the Unadjusted Purchase Price, and (c) except to the extent provided otherwise in Section 12.01(a), Seller's ’s aggregate indemnification liability is limited to an amount equal to fifty twenty-five percent (5025%) of the Unadjusted Purchase Price. PROVIDED THAT CLOSING OCCURS, INDEMNIFICATION UNDER THIS SECTION 16.04 18.04 SHALL BE BUYER'S ’S SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO ANY RETAINED OBLIGATIONOBLIGATION OR ANY BREACH OF ANY REPRESENTATION OR WARRANTY OF SELLER MADE IN ARTICLE VI, AND SELLER'S ’S LIABILITY WITH RESPECT TO ANY RETAINED OBLIGATION OR BREACH OF ANY REPRESENTATION OR WARRANTY OF SELLER MADE IN Article VI SHALL BE SUBJECT TO THE PROCEDURES AND LIMITATIONS ON TIMING AND AMOUNT PROVIDED IN THIS SECTION 16.04 18.04 AND IN SECTION 16.0518.05.

Seller’s Indemnification. PROVIDED THAT THE CLOSING OCCURS, SELLER SHALL RELEASE, DEFEND, INDEMNIFY AND HOLD HARMLESS BUYER, ITS PARTNERS, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, MEMBERS, SHAREHOLDERS, AFFILIATES AND SUBSIDIARIES (COLLECTIVELY, THE “BUYER INDEMNITEES”) FROM AND AGAINST ANY AND ALL LOSSES AS A RESULT OF, ARISING OUT OF, OR RELATED TO THE RETAINED OBLIGATIONS, REGARDLESS OF WHETHER CAUSED OR CONTRIBUTED TO BY THE SOLE, JOINT, COMPARATIVE OR CONCURRENT NEGLIGENCE OR STRICT LIABILITY OF ANY OF THE BUYER INDEMNITEES; provided, however, notwithstanding anything to the contrary contained in this Agreement, (a) Seller's obligations ’s indemnification obligation under this Section 16.04 shall apply only if and to the extent Buyer provides Seller with a Claim Notice complying with Section 16.05 on or before the day occurring one (1) year after the Closing, (b) Buyer shall bear sole responsibility for the aggregate Losses costs associated with all such claims up to a threshold percentage of two percent (2%) of the Unadjusted Purchase Price, it being intended by the Parties that Seller be obligated only to the extent of those Losses that costs exceed two percent (2%) of the Unadjusted Purchase Price, and (c) Seller's ’s aggregate indemnification liability is limited to an amount equal to fifty percent (50%) of the Unadjusted Purchase Price. INDEMNIFICATION UNDER THIS SECTION 16.04 SHALL BE BUYER'S ’S SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO ANY RETAINED OBLIGATIONOBLIGATION OR ANY BREACH OF ANY REPRESENTATION OR WARRANTY OF SELLER MADE IN ARTICLE VI, AND SELLER'S ’S LIABILITY WITH RESPECT TO ANY RETAINED OBLIGATION OR BREACH OF ANY REPRESENTATION OR WARRANTY OF SELLER MADE IN ARTICLE VI SHALL BE SUBJECT TO THE PROCEDURES AND LIMITATIONS ON TIMING AND AMOUNT PROVIDED IN THIS SECTION 16.04 AND IN SECTION 16.05.

Seller’s Indemnification. PROVIDED THAT THE CLOSING OCCURS, SELLER SHALL RELEASE, DEFEND, INDEMNIFY AND HOLD HARMLESS BUYER, ITS PARTNERS, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, MEMBERS, SHAREHOLDERS, AFFILIATES AND SUBSIDIARIES (COLLECTIVELY, THE “BUYER INDEMNITEES”) FROM AND AGAINST ANY AND ALL LOSSES AS A RESULT OF, ARISING OUT OF, OR RELATED TO THE RETAINED OBLIGATIONS, REGARDLESS OF WHETHER CAUSED OR CONTRIBUTED TO BY THE SOLE, JOINT, COMPARATIVE OR CONCURRENT NEGLIGENCE OR STRICT LIABILITY OF ANY OF THE BUYER INDEMNITEES; provided, however, notwithstanding anything to the contrary contained in this Agreement, (a) Seller's obligations ’s indemnification obligation under this Section 16.04 shall apply only if and to the extent Buyer provides Seller with a Claim Notice complying with Section 16.05 on or before the day occurring one six (16) year months after the ClosingClosing with respect to claims arising under Section 16.01(d) in connection with the breach by Seller of any representation contained in Mid: 010628\000101\905583.7 - 40 - Sections 6.06 through 6.16, or on or before the day occurring twelve (12) months after the Closing with respect to claims arising under Sections 16.01(a), 16.01(b), 16.01(c), 16.01(d)(in connection with the breach by Seller of any representation contained in Sections 6.01 through 6.05), 16.01(e) or 16.01(f), (b) Buyer shall bear sole responsibility for the aggregate Losses costs associated with all such claims up to a threshold percentage of two three percent (23%) of the Unadjusted Purchase Price, it being intended by the Parties that Seller be obligated only to the extent of those Losses costs that exceed two three percent (23%) of the Unadjusted Purchase Price, and (c) Seller's ’s aggregate indemnification liability is limited to an amount equal to fifty twenty percent (5020%) of the Unadjusted Purchase Price. INDEMNIFICATION UNDER THIS SECTION 16.04 SHALL BE BUYER'S ’S SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO ANY RETAINED OBLIGATIONOBLIGATION OR ANY BREACH OF ANY REPRESENTATION OR WARRANTY OF SELLER MADE IN ARTICLE VI, AND SELLER'S ’S LIABILITY WITH RESPECT TO ANY RETAINED OBLIGATION OR BREACH OF ANY REPRESENTATION OR WARRANTY OF SELLER MADE IN ARTICLE VI SHALL BE SUBJECT TO THE PROCEDURES AND LIMITATIONS ON TIMING AND AMOUNT PROVIDED IN THIS SECTION 16.04 AND IN SECTION 16.05.

Seller’s Indemnification. PROVIDED THAT THE CLOSING OCCURS, SELLER SHALL RELEASE, DEFEND, INDEMNIFY AND HOLD HARMLESS BUYER, ITS PARTNERS, AND THEIR RESPECTIVE BUYER’S OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, MEMBERS, SHAREHOLDERS, AFFILIATES AND SUBSIDIARIES (COLLECTIVELY, THE “BUYER INDEMNITEES”) FROM AND AGAINST ANY AND ALL LOSSES AS A RESULT OF, ARISING OUT OF, OR RELATED TO THE RETAINED OBLIGATIONS, REGARDLESS OF WHETHER CAUSED OR CONTRIBUTED TO BY THE SOLE, JOINT, COMPARATIVE OR CONCURRENT NEGLIGENCE OR STRICT LIABILITY OF ANY OF THE BUYER INDEMNITEES; providedPROVIDED, howeverHOWEVER, notwithstanding anything to the contrary contained in this AgreementNOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, (aA) Seller's obligations under this Section SELLER’S INDEMNIFICATION OBLIGATION AND OTHER OBLIGATIONS UNDER THIS SECTION 16.04 shall apply only if and to the extent Buyer provides Seller with a Claim Notice complying with Section TO INDEMNIFY BUYER FOR SELLER’S 9-MONTH RETAINED OBLIGATIONS SHALL APPLY ONLY IF AND TO THE EXTENT BUYER PROVIDES SELLER WITH A CLAIM NOTICE COMPLYING WITH SECTION 16.05 on or before the day occurring one ON OR BEFORE THE DAY OCCURRING NINE (19) year after the ClosingMONTHS AFTER THE CLOSING, (bB) Buyer shall bear sole responsibility for the aggregate Losses associated with all such claims up to a threshold percentage of two percent SELLER’S INDEMNIFICATION OBLIGATION AND OTHER OBLIGATIONS UNDER THIS SECTION 16.04 TO INDEMNIFY BUYER FOR SELLER’S STATUTE OF LIMITATIONS RETAINED OBLIGATIONS SHALL APPLY ONLY IF AND TO THE EXTENT BUYER PROVIDES SELLER WITH A CLAIM NOTICE COMPLYING WITH SECTION 16.05 ON OR BEFORE THE EXPIRATION OF ANY STATUTE OF LIMITATIONS PERIOD APPLICABLE TO ANY CLAIM RELATED TO SELLER’S STATUTE OF LIMITATIONS RETAINED OBLIGATIONS, (2C) BUYER SHALL BEAR SOLE RESPONSIBILITY FOR THE AGGREGATE LOSSES ASSOCIATED WITH ALL SUCH CLAIMS UP TO FIVE HUNDRED THOUSAND DOLLARS ($500,000), IT BEING INTENDED BY THE PARTIES THAT SELLER BE OBLIGATED ONLY TO THE EXTENT OF THOSE LOSSES THAT EXCEED FIVE HUNDRED THOUSAND DOLLARS ($500,000), AND (D) SELLER’S AGGREGATE LIABILITY UNDER THIS SECTION 16.04 IS LIMITED TO AN AMOUNT EQUAL TO TEN PERCENT (10%) of the Unadjusted Purchase PriceOF THE UNADJUSTED PURCHASE PRICE. FOR THE AVOIDANCE OF DOUBT, it being intended by the Parties that Seller be obligated only to the extent of those Losses that exceed two percent (2%) of the Unadjusted Purchase PriceEXCEPT AS TO BUYER’S OBLIGATION TO PROVIDE A CLAIM NOTICE TO SELLER COMPLYING WITH SECTION 16.05, and (c) Seller's aggregate liability is limited to an amount equal to fifty percent (50%) of the Unadjusted Purchase PriceTHERE SHALL BE NO TIMING, MONETARY OR OTHER LIMITATIONS ON SELLER’S INDEMNIFICATION OBLIGATIONS FOR ANY OF SELLER’S INDEFINITE RETAINED OBLIGATIONS. INDEMNIFICATION UNDER THIS SECTION 16.04 SHALL BE BUYER'S ’S SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO ANY RETAINED OBLIGATIONOBLIGATION OR ANY BREACH OF ANY REPRESENTATION OR WARRANTY OF SELLER MADE IN ARTICLE VI, AND SELLER'S ’S LIABILITY WITH RESPECT TO ANY RETAINED OBLIGATION OR BREACH OF ANY REPRESENTATION OR WARRANTY OF SELLER MADE IN ARTICLE VI SHALL BE SUBJECT TO THE PROCEDURES AND LIMITATIONS ON TIMING AND AMOUNT PROVIDED IN THIS SECTION 16.04 AND IN SECTION 16.05.

Seller’s Indemnification. PROVIDED THAT THE CLOSING OCCURSSeller hereby agrees to indemnify, SELLER SHALL RELEASEhold harmless and defend Purchaser from and against any and all loss, DEFENDdamage (other than consequential or punitive damages), INDEMNIFY AND HOLD HARMLESS BUYERclaim, ITS PARTNERScost and expense and any other liability whatsoever, AND THEIR RESPECTIVE OFFICERSincluding, DIRECTORSwithout limitation, EMPLOYEESreasonable accountants’ and attorneys’ fees, AGENTScharges and costs, REPRESENTATIVES, MEMBERS, SHAREHOLDERS, AFFILIATES AND SUBSIDIARIES incurred by Purchaser by reason of (COLLECTIVELY, THE “BUYER INDEMNITEES”a) FROM AND AGAINST ANY AND ALL LOSSES AS A RESULT OF, ARISING OUT OF, OR RELATED TO THE RETAINED OBLIGATIONS, REGARDLESS OF WHETHER CAUSED OR CONTRIBUTED TO BY THE SOLE, JOINT, COMPARATIVE OR CONCURRENT NEGLIGENCE OR STRICT LIABILITY OF ANY OF THE BUYER INDEMNITEES; provided, however, notwithstanding anything to the contrary Seller’s breach of any representations or warranties or covenants of Seller contained in this Agreement, (a) Seller's obligations under this Section 16.04 shall apply only if and to the extent Buyer provides Seller with a Claim Notice complying with Section 16.05 on or before the day occurring one (1) year after the Closing, (b) Buyer without limiting the generality of the foregoing, Seller’s failure to duly perform and discharge Retained Liabilities or perform the obligations of Seller under Related Documents, provided Seller shall bear sole responsibility have no duty indemnify Purchaser for the aggregate Losses associated with any losses arising hereunder until Purchaser has suffered losses by reason of all such claims up to a threshold percentage of two percent breaches (2%) when aggregated with losses under Section 15.01 of the Unadjusted Agreement to Purchase Price, it being intended by Two Hotels) in excess of Fifty Thousand Dollars ($50,000.00) aggregate deductible (after which point the Parties that Seller will be obligated only to indemnify the Purchaser from and against further such losses) or thereafter to the extent of those Losses that exceed two percent the losses (2%) when aggregated with losses under Section 15.01 of the Unadjusted Agreement to Purchase Price, and (cTwo Hotels) Seller's aggregate liability is limited the Purchaser has suffered by reason of all such breaches up to an amount aggregate cap equal to fifty percent Seven Hundred Fifty Thousand Dollars (50%$750,000.00) (after which point the Seller will have no obligation to indemnify the Purchaser from and against further losses). This indemnity shall terminate and be of no force and effect except with respect to actions brought by Purchaser against Seller for claims made pursuant to Section 15.03) not later than the final day of the Unadjusted Purchase PriceSurvival Period. INDEMNIFICATION UNDER THIS SECTION 16.04 SHALL BE BUYER'S SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO ANY RETAINED OBLIGATION, AND SELLER'S LIABILITY WITH RESPECT TO ANY RETAINED OBLIGATION SHALL BE SUBJECT TO THE PROCEDURES AND LIMITATIONS ON TIMING AND AMOUNT PROVIDED IN THIS SECTION 16.04 AND IN SECTION 16.05The indemnification provided for in this Section 15.01 shall from and after the Closing be the Purchaser’s sole remedy for any matters referred to herein.

Seller’s Indemnification. PROVIDED THAT THE CLOSING OCCURS, SELLER SHALL HEREAFTER RELEASE, DEFEND, INDEMNIFY AND HOLD HARMLESS BUYERPURCHASER AND PURCHASER’S INTEREST HOLDERS, ITS PARTNERS, MEMBERS, MANAGERS, AFFILIATES, AND ITS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, MANAGERS, EMPLOYEES, AGENTS, SPONSORS, PARTNERS, REPRESENTATIVES, MEMBERS, SHAREHOLDERS, AFFILIATES AFFILIATES, SUBSIDIARIES, SUCCESSORS, HEIRS AND SUBSIDIARIES ASSIGNS (COLLECTIVELY, THE “BUYER PURCHASER INDEMNITEES”) FROM AND AGAINST ANY AND ALL LOSSES AS A RESULT OF, ARISING OUT OF, OR RELATED TO (I) ANY BREACH OF ANY REPRESENTATION OR WARRANTY OF SELLER CONTAINED HEREIN OR IN ANY CERTIFICATE, DOCUMENT OR OTHER INSTRUMENT DELIVERED BY OR ON BEHALF OF SELLER IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY, TO THE EXTENT AND ONLY UNTIL THE TERMINATION DATE OF EACH SUCH REPRESENTATION OR WARRANTY; (II) ANY BREACH OF OR FAILURE BY SELLER TO PERFORM ANY COVENANT OR OBLIGATION CONTAINED HEREIN, TO THE EXTENT AND ONLY UNTIL THE TERMINATION DATE OF EACH SUCH COVENANT OR OBLIGATION, AND (III) ANY OF SELLER’S RETAINED OBLIGATIONS, REGARDLESS OF WHETHER CAUSED OR CONTRIBUTED TO BY THE SOLE, JOINT, COMPARATIVE OR CONCURRENT NEGLIGENCE OR STRICT LIABILITY OF ANY OF THE BUYER PURCHASER INDEMNITEES; provided, howeverBUT EXCLUDING PURCHASER INDEMNITEES’ GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, notwithstanding anything to the contrary contained in this AgreementWHICH INDEMNIFICATION OBLIGATION SHALL SURVIVE INDEFINITELY. FROM AND AFTER THE DATE HEREOF, (a) Seller's obligations under this Section 16.04 shall apply only if and to the extent Buyer provides Seller with a Claim Notice complying with Section 16.05 on or before the day occurring one (1) year after the Closing, (b) Buyer shall bear sole responsibility for the aggregate Losses associated with all such claims up to a threshold percentage of two percent (2%) of the Unadjusted Purchase Price, it being intended by the Parties that Seller be obligated only to the extent of those Losses that exceed two percent (2%) of the Unadjusted Purchase Price, and (c) Seller's aggregate liability is limited to an amount equal to fifty percent (50%) of the Unadjusted Purchase Price. INDEMNIFICATION UNDER THIS SECTION 16.04 18 SHALL BE BUYER'S PURCHASER’S SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO ANY RETAINED OBLIGATIONBREACH HEREUNDER. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, AND SELLER'S LIABILITY IN THE EVENT THAT A CLAIM FOR INDEMNIFICATION IS TIMELY MADE WITHIN THE APPLICABLE SURVIVAL PERIOD SET FORTH ABOVE, SUCH SURVIVAL PERIOD SHALL BE EXTENDED (SOLELY WITH RESPECT TO ANY RETAINED OBLIGATION SHALL BE SUBJECT TO SUCH CLAIM FOR INDEMNIFICATION TIMELY MADE WITHIN THE PROCEDURES AND LIMITATIONS ON TIMING AND AMOUNT PROVIDED IN THIS SECTION 16.04 AND IN SECTION 16.05APPLICABLE SURVIVAL PERIOD SET FORTH ABOVE) UNTIL THE FINAL RESOLUTION OF SUCH CLAIM.

Seller’s Indemnification. PROVIDED THAT THE CLOSING OCCURSSubject to the limitations set forth in Section 4.3 and Section 4.4 and in this Section 7.3, SELLER SHALL RELEASESeller shall indemnify, DEFENDdefend and hold harmless Purchaser and its officers, INDEMNIFY AND HOLD HARMLESS BUYERdirectors, ITS PARTNERSagents, AND THEIR RESPECTIVE OFFICERSpartners, DIRECTORSmembers, EMPLOYEESand employees (collectively, AGENTS, REPRESENTATIVES, MEMBERS, SHAREHOLDERS, AFFILIATES AND SUBSIDIARIES (COLLECTIVELY, THE the “BUYER INDEMNITEESPurchaser Indemnitees”) FROM AND AGAINST ANY AND ALL LOSSES AS A RESULT OF, ARISING OUT OF, OR RELATED TO THE RETAINED OBLIGATIONS, REGARDLESS OF WHETHER CAUSED OR CONTRIBUTED TO BY THE SOLE, JOINT, COMPARATIVE OR CONCURRENT NEGLIGENCE OR STRICT LIABILITY OF ANY OF THE BUYER INDEMNITEES; provided, however, notwithstanding anything to the contrary contained from and against any and all Losses incurred by Purchaser Indemnitees in this Agreement, connection with (a) the material inaccuracy of any of Seller's obligations under this ’s representations or warranties herein (subject to Seller’s right to cure any certain such inaccuracies pursuant to Section 16.04 shall apply only if and to the extent Buyer provides Seller with a Claim Notice complying with Section 16.05 on or before the day occurring one (1) year after the Closing7.1), (b) Buyer the material breach of any of Seller’s covenants herein or (c) the Excluded Liabilities; provided that under no circumstances shall bear sole responsibility (i) Seller be required to indemnify any Purchaser Indemnitee for any environmental liability associated with any collateral securing a Loan (including any Mortgaged Property), and (ii) any amounts payable pursuant to indemnification under this Section 7.3 in respect of any Loan exceed the Allocated Purchase Price for such Loan; provided, further, that if Purchaser has timely invoked repurchase remedies concerning any given Loan pursuant to Article VIII, such repurchase shall be the exclusive remedy of the Purchaser Indemnitees in respect of such Loan, and the Purchaser Indemnitees shall not be entitled to indemnification in respect of such Loan under this Section 7.3; provided, further, that with respect to indemnification payments under Section 7.3(a) (other than with respect to breaches of Section 4.1(a), Section 4.1(b)(i) and Section 4.1(c)): (A) Seller shall not be liable for any such indemnification until the aggregate amount of Losses associated for which Purchaser is entitled to be indemnified under Section 7.3(a) (other than with all such claims up respect to breaches of Section 4.1(a), Section 4.1(b)(i) and Section 4.1(c)), together with the aggregate Repurchase Price of the Loans required to be repurchased by Seller pursuant to Article VIII, exceeds, on a threshold percentage of two cumulative basis, an amount equal to one percent (21%) of the Unadjusted Base Purchase PricePrice (the “Seller Basket”), it being intended by the Parties that Seller be obligated only (B) to the extent the Seller Basket is exceeded, then Seller shall pay Purchaser all indemnifiable Losses under Section 7.3(a) including the Seller Basket and (C) in no event shall Seller be required to make aggregate indemnification payments pursuant to Section 7.3(a) (other than with respect to breaches of those Losses that exceed two Section 4.1(a), Section 4.1(b)(i) and Section 4.1(c)) in excess of an amount equal to ten percent (210%) of the Unadjusted Base Purchase Price, and (c) Seller's aggregate liability is limited to an amount equal to fifty percent (50%) of the Unadjusted Purchase Price. INDEMNIFICATION UNDER THIS SECTION 16.04 SHALL BE BUYER'S SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO ANY RETAINED OBLIGATION, AND SELLER'S LIABILITY WITH RESPECT TO ANY RETAINED OBLIGATION SHALL BE SUBJECT TO THE PROCEDURES AND LIMITATIONS ON TIMING AND AMOUNT PROVIDED IN THIS SECTION 16.04 AND IN SECTION 16.05.

Seller’s Indemnification. PROVIDED THAT FOLLOWING THE CLOSING OCCURSCLOSING, SELLER SHALL RELEASE, DEFEND, INDEMNIFY AND HOLD HARMLESS BUYER AND BUYER, ITS PARTNERS, AND THEIR RESPECTIVE ’S OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, MEMBERS, SHAREHOLDERS, AFFILIATES AND SUBSIDIARIES (COLLECTIVELY, THE “BUYER INDEMNITEES”) FROM AND AGAINST ANY AND ALL LOSSES AS A RESULT OF, ARISING OUT OF, OR RELATED TO THE RETAINED OBLIGATIONS, REGARDLESS OF WHETHER CAUSED OR CONTRIBUTED TO BY THE SOLE, JOINT, COMPARATIVE OR CONCURRENT NEGLIGENCE OR STRICT LIABILITY OF ANY OF THE BUYER INDEMNITEES, BUT EXCLUDING BUYER INDEMNITEE’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; provided, however, notwithstanding anything to the contrary contained in this Agreement, (a) Seller's ’s obligations under this Section 16.04 12.04 (excluding Seller’s obligations under this Section 12.04 related to Seller’s breach of the Fundamental Representations, Seller’s breach of the representations and warranties in Section 6.08 or Section 6.09, and Seller’s Retained Obligations identified in Section 12.01(b) or Section 12.01(c), all of which shall survive indefinitely) shall apply only if and to the extent Buyer provides Seller with a Claim Notice complying with Section 16.05 12.05 on or before the day occurring one eighteen (118) year months after the Closing, (b) Buyer shall bear sole responsibility for the aggregate Losses associated with all such claims (excluding claims asserted under Section 12.04 solely as to claims based on Seller’s breach of the Fundamental Representations, Seller’s breach of the representations and warranties in Section 6.08 or Section 6.09, or Seller’s Retained Obligations identified in Section 12.01(b) or Section 12.01(c), all of which shall not be subject to a threshold) up to a threshold percentage of two percent (2%) of the Unadjusted Purchase Price, it being intended by the Parties that Seller be obligated only to the extent of those Losses that exceed two percent (2%) of the Unadjusted Purchase Price, and (c) Seller's ’s aggregate liability under this Section 12.04 is limited to an amount equal to fifty ten percent (5010%) of the Unadjusted Purchase Price. INDEMNIFICATION UNDER THIS SECTION 16.04 12.04 SHALL BE BUYER'S ’S SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO ANY RETAINED OBLIGATION, AND SELLER'S ’S LIABILITY WITH RESPECT TO ANY RETAINED OBLIGATION SHALL BE SUBJECT TO THE PROCEDURES AND LIMITATIONS ON TIMING AND AMOUNT PROVIDED IN THIS SECTION 16.04 12.04 AND IN SECTION 16.0512.05. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, IN THE EVENT THAT A CLAIM FOR INDEMNIFICATION IS TIMELY MADE WITHIN THE APPLICABLE SURVIVAL PERIOD SET FORTH ABOVE, SUCH SURVIVAL PERIOD SHALL BE EXTENDED (SOLELY WITH RESPECT TO SUCH CLAIM FOR INDEMNIFICATION TIMELY MADE WITHIN THE APPLICABLE SURVIVAL PERIOD SET FORTH ABOVE) UNTIL THE FINAL RESOLUTION OF SUCH CLAIM.

Seller’s Indemnification. PROVIDED THAT THE CLOSING OCCURSExcept as otherwise provided in Section 10.5, SELLER SHALL RELEASE, DEFEND, INDEMNIFY AND HOLD HARMLESS BUYER, ITS PARTNERS, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, MEMBERS, SHAREHOLDERS, AFFILIATES AND SUBSIDIARIES (COLLECTIVELY, THE “BUYER INDEMNITEES”) FROM AND AGAINST ANY AND ALL LOSSES AS A RESULT OF, ARISING OUT OF, OR RELATED TO THE RETAINED OBLIGATIONS, REGARDLESS OF WHETHER CAUSED OR CONTRIBUTED TO BY THE SOLE, JOINT, COMPARATIVE OR CONCURRENT NEGLIGENCE OR STRICT LIABILITY OF ANY OF THE BUYER INDEMNITEES; provided, however, notwithstanding anything to the contrary contained in this Agreement, (a) Seller's obligations under this Section 16.04 shall apply only if from and to the extent Buyer provides Seller with a Claim Notice complying with Section 16.05 on or before the day occurring one (1) year after the Closing, Sellers hereby agree jointly and severally to indemnify Coyote and INET, and any successor to the business or assets of Coyote and INET, and hold them harmless from and in respect of any loss, liability, damages, deficiencies, costs or expenses, including reasonable attorneys' fees (bnet of income or franchise tax savings) Buyer shall bear sole responsibility for the aggregate Losses associated with all such claims up to a threshold percentage accruing from or resulting by reason of two percent (2%) any breach of any of the Unadjusted Purchase Pricerepresentations, it being intended warranties, covenants or agreements made or to be performed by the Parties that Seller be obligated only Sellers or INET pursuant to this Agreement or from any misrepresentations in, or from any instrument furnished hereunder. Sellers shall indemnify and hold harmless Coyote and INET, and any successor to the extent business of those Losses that exceed two percent Coyote or INET, from all suits, actions, proceedings, demands, assessments, judgments, costs, reasonable attorneys' fees and expenses (2%net of income or franchise tax savings) incidental to any of the Unadjusted Purchase Price, and (c) Seller's aggregate liability is limited to an amount equal to fifty percent (50%) foregoing. Coyote or INET shall notify Sellers in writing of the Unadjusted Purchase Priceexistence of any matter to which the obligations set forth in this Section 10.2 shall apply, in the manner specified in Section 10.4 hereof which shall set forth the amount of the indemnity claim to be paid to Coyote, upon payment by Coyote or INET. INDEMNIFICATION UNDER THIS SECTION 16.04 SHALL BE BUYER'S SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO ANY RETAINED OBLIGATIONSellers agree to pay to Coyote the amount of the indemnity claim within ten (10) days of receipt of Coyote's notice, AND SELLER'S LIABILITY WITH RESPECT TO ANY RETAINED OBLIGATION SHALL BE SUBJECT TO THE PROCEDURES AND LIMITATIONS ON TIMING AND AMOUNT PROVIDED IN THIS SECTION 16.04 AND IN SECTION 16.05or Sellers shall dispute its obligation to pay such amount in full to Coyote by setting forth the basis of its objection in a written notice to Coyote with in such ten (10) business day period. The Parties specifically agree that, subject to the provisions of Section 10.5, the indemnification provided herein shall apply according to its terms regardless of the materiality or lack thereof with respect to any claim Coyote may have pursuant to the indemnity provided therein, without limiting the generality of the foregoing.

Seller’s Indemnification. PROVIDED THAT THE CLOSING OCCURSSeller hereby agrees to indemnify, SELLER SHALL RELEASEhold harmless and defend Purchaser from and against any and all loss, DEFENDdamage (other than consequential or punitive damages), INDEMNIFY AND HOLD HARMLESS BUYERclaim, ITS PARTNERScost and expense and any other liability whatsoever, AND THEIR RESPECTIVE OFFICERSincluding, DIRECTORSwithout limitation, EMPLOYEESreasonable accountants’ and attorneys’ fees, AGENTScharges and costs, REPRESENTATIVES, MEMBERS, SHAREHOLDERS, AFFILIATES AND SUBSIDIARIES incurred by Purchaser by reason of (COLLECTIVELY, THE “BUYER INDEMNITEES”a) FROM AND AGAINST ANY AND ALL LOSSES AS A RESULT OF, ARISING OUT OF, OR RELATED TO THE RETAINED OBLIGATIONS, REGARDLESS OF WHETHER CAUSED OR CONTRIBUTED TO BY THE SOLE, JOINT, COMPARATIVE OR CONCURRENT NEGLIGENCE OR STRICT LIABILITY OF ANY OF THE BUYER INDEMNITEES; provided, however, notwithstanding anything to the contrary Seller’s breach of any representations or warranties or covenants of Seller contained in this Agreement, (a) Seller's obligations under this Section 16.04 shall apply only if and to the extent Buyer provides Seller with a Claim Notice complying with Section 16.05 on or before the day occurring one (1) year after the Closing, (b) Buyer without limiting the generality of the foregoing, Seller’s failure to duly perform and discharge Retained Liabilities or perform the obligations of Seller under Related Documents, provided Seller shall bear sole responsibility have no duty indemnify Purchaser for the aggregate Losses associated with any losses arising hereunder until Purchaser has suffered losses by reason of all such claims up to a threshold percentage of two percent breaches (2%) when aggregated with losses under Section 15.01 of the Unadjusted Agreement to Purchase Price, it being intended by Seven Hotels) in excess of Fifty Thousand Dollars ($50,000.00) aggregate deductible (after which point the Parties that Seller will be obligated only to indemnify the Purchaser from and against further such losses) or thereafter to the extent of those Losses that exceed two percent the losses (2%) when aggregated with losses under Section 15.01 of the Unadjusted Agreement to Purchase Price, and (cSeven Hotels) Seller's aggregate liability is limited the Purchaser has suffered by reason of all such breaches up to an amount aggregate cap equal to fifty percent Seven Hundred Fifty Thousand Dollars (50%$750,000.00) (after which point the Seller will have no obligation to indemnify the Purchaser from and against further losses). This indemnity shall terminate and be of no force and effect except with respect to actions brought by Purchaser against Seller for claims made pursuant to Section 15.03) not later than the final day of the Unadjusted Purchase PriceSurvival Period. INDEMNIFICATION UNDER THIS SECTION 16.04 SHALL BE BUYER'S SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO ANY RETAINED OBLIGATION, AND SELLER'S LIABILITY WITH RESPECT TO ANY RETAINED OBLIGATION SHALL BE SUBJECT TO THE PROCEDURES AND LIMITATIONS ON TIMING AND AMOUNT PROVIDED IN THIS SECTION 16.04 AND IN SECTION 16.05The indemnification provided for in this Section 15.01 shall from and after the Closing be the Purchaser’s sole remedy for any matters referred to in this Section 15.01.

Seller’s Indemnification. PROVIDED THAT THE CLOSING OCCURSUpon the Closing each Seller severally and not jointly agrees (and, SELLER SHALL RELEASEupon the delivery of the Assignment to the Buyer and acceptance by the Buyer of the Assignment and other closing documents required to be delivered by Sellers to Buyer pursuant to Section 8.2, DEFENDsuch Seller shall be deemed to have agreed) to pay, INDEMNIFY AND HOLD HARMLESS BUYERdefend, ITS PARTNERSindemnify, AND THEIR RESPECTIVE OFFICERSreimburse and hold harmless to the extent of such Seller’s Proportionate Share (as hereinafter defined) the Buyer and such Buyer’s directors, DIRECTORSpartners, EMPLOYEESmembers, AGENTSmanagers, REPRESENTATIVESofficers, MEMBERS, SHAREHOLDERS, AFFILIATES AND SUBSIDIARIES agents and employees (COLLECTIVELY, THE the “BUYER INDEMNITEESBuyer Indemnified Parties”) FROM AND AGAINST ANY AND ALL LOSSES AS A RESULT OFfor, ARISING OUT OFfrom and against any loss, OR RELATED TO THE RETAINED OBLIGATIONSdamage, REGARDLESS OF WHETHER CAUSED OR CONTRIBUTED TO BY THE SOLEdiminution in value, JOINTclaim, COMPARATIVE OR CONCURRENT NEGLIGENCE OR STRICT LIABILITY OF ANY OF THE BUYER INDEMNITEES; providedliability, howeverdebt, notwithstanding anything obligation, cost or expense (including interest, reasonable legal fees, and expenses of litigation and attorneys fees in enforcing this indemnity) incurred, suffered, paid by or resulting to any of the contrary contained Buyer Indemnified Parties and which results from, arises out of or in connection with, is based upon, or exists by reason of: (a) any breach or default in (i) any representation or warranty of such Seller set forth in this Agreement, or (aii) Seller's obligations the performance by such Seller of any covenant or obligation of such Seller set forth in this Agreement which is not cured 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). “Proportionate Share” means with respect to a Seller (i) one hundred percent (100%) with respect to a claim under this Section 16.04 shall apply only if based on a breach or claim solely by or against such Seller and (ii) with respect to breaches or claims involving both Sellers, the extent Buyer provides percentage determined by dividing the amount of the Purchase Price received by such Seller with a Claim Notice complying with Section 16.05 on or before as set forth in the day occurring one Closing Statement (1as adjusted by the Final Statement) year after the Closing, (b) Buyer shall bear sole responsibility for by the aggregate Losses associated with all such claims up to a threshold percentage of two percent Purchase Price set forth in the Closing Statement (2%) of the Unadjusted Purchase Price, it being intended as adjusted by the Parties that Seller be obligated only to the extent of those Losses that exceed two percent (2%) of the Unadjusted Purchase Price, and (c) Seller's aggregate liability is limited to an amount equal to fifty percent (50%) of the Unadjusted Purchase Price. INDEMNIFICATION UNDER THIS SECTION 16.04 SHALL BE BUYER'S SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO ANY RETAINED OBLIGATION, AND SELLER'S LIABILITY WITH RESPECT TO ANY RETAINED OBLIGATION SHALL BE SUBJECT TO THE PROCEDURES AND LIMITATIONS ON TIMING AND AMOUNT PROVIDED IN THIS SECTION 16.04 AND IN SECTION 16.05Final Statement).

Seller’s Indemnification. PROVIDED THAT THE CLOSING OCCURS, SELLER SHALL RELEASE, AGREES TO DEFEND, INDEMNIFY AND ------------------------ HOLD BUYER HARMLESS BUYER, ITS PARTNERS, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, MEMBERS, SHAREHOLDERS, AFFILIATES AND SUBSIDIARIES (COLLECTIVELY, THE “BUYER INDEMNITEES”) FROM AND AGAINST ANY AND ALL LOSSES AS A RESULT OFCLAIMS, DEMANDS, LOSSES, DAMAGES, LIABILITIES, JUDGMENTS, CAUSES OF ACTION, REASONABLE COSTS OR EXPENSES (INCLUDING, WITHOUT LIMITATION, ANY AND ALL REASONABLE COSTS, EXPENSES, ATTORNEYS' FEES, CONSEQUENTIAL DAMAGES AND OTHER COSTS INCURRED IN DEFENSE OF ANY CLAIM OR LAWSUIT ARISING THEREFROM), OF WHATSOEVER NATURE ARISING OUT OF, OF OR RELATED RELATING TO THE RETAINED OBLIGATIONS, REGARDLESS OF WHETHER CAUSED THIRD PARTY CLAIMS OR CONTRIBUTED TO BY THE SOLE, JOINT, COMPARATIVE OR CONCURRENT NEGLIGENCE OR STRICT LIABILITY OF ANY OF THE BUYER INDEMNITEES; provided, however, notwithstanding anything to the contrary contained in this Agreement, (a) Seller's obligations under this Section 16.04 shall apply only if and to the extent Buyer provides Seller with a Claim Notice complying with Section 16.05 on or before the day occurring one (1) year after the Closing, (b) Buyer shall bear sole responsibility for the aggregate Losses associated with all such claims up to a threshold percentage of two percent (2%) of the Unadjusted Purchase Price, it being intended by the Parties that Seller be obligated only to the extent of those Losses that exceed two percent (2%) of the Unadjusted Purchase Price, and (c) Seller's aggregate liability is limited to an amount equal to fifty percent (50%) of the Unadjusted Purchase Price. INDEMNIFICATION UNDER THIS SECTION 16.04 SHALL BE BUYER'S SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO ANY RETAINED OBLIGATION, SUITS AND SELLER'S LIABILITY WITH RESPECT TO ANY RETAINED OBLIGATION SHALL BE SUBJECT OWNERSHIP, OPERATION OR ADMINISTRATION OF THE ASSETS ON OR PRIOR TO THE PROCEDURES CLOSING DATE, IN REGARD TO THE FOLLOWING MATTERS ONLY, (I) DAMAGES TO PERSONS OR PROPERTY, (II) FINES, PENALTIES, MONETARY SANCTIONS OR OTHER AMOUNTS PAYABLE FOR FAILURE TO COMPLY WITH THE REQUIREMENTS OF APPLICABLE ENVIRONMENTAL LAWS, SAFETY OR HEALTH LAW (WHETHER FEDERAL, STATE OR LOCAL), (III) THE VIOLATION BY SELLER OF ANY LAW OR REGULATION OR THE TERMS OF ANY AGREEMENT BINDING UPON THE SELLER, (IV) CLAIMS OF SELLER'S CO-OWNERS, PARTNERS, JOINT VENTURERS AND LIMITATIONS ON TIMING OTHER PARTICIPANTS, (V) CLAIMS ARISING OUT OF ANY TAX AUDITS, (VI) THE INCORRECT PAYMENT OF RENTALS OR OTHER PAYMENTS UNDER THE LEASES, (VII) FINES, PENALTIES, MONITARY SANCTIONS OR OTHER AMOUNTS PAYABLE FOR FAILURE TO COMPLY WITH ANY SECURITIES LAW (WHETHER FEDERAL, STATE OR LOCAL) AND AMOUNT PROVIDED (VIII) THE INCORRECT PAYMENT OF ROYALTY PAYMENTS UNDER THE LEASES EXCEPT IN THIS SECTION 16.04 AND IN SECTION 16.05EACH CASE FOR THOSE ARISING OUT OF BUYER'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

Seller’s Indemnification. PROVIDED THAT THE CLOSING OCCURS, 8.1.1 SELLER SHALL RELEASE, DEFEND, INDEMNIFY AND HOLD HARMLESS agrees to indemnify and hold harmless BUYER, ITS PARTNERSits affiliates and its officers, AND THEIR RESPECTIVE OFFICERSdirectors, DIRECTORSemployees and agents, EMPLOYEESsuccessors and assigns (each a BUYER's Indemnitee" and collectively the "BUYER's Indemnitees") from any and all damages (including punitive damages), AGENTSloses, REPRESENTATIVESexpenses (including, MEMBERSwithout limitation, SHAREHOLDERScourt costs, AFFILIATES AND SUBSIDIARIES arbitration fees and attorneys' fees and expenses of investigation and all payments made pursuant to any agreement or legal requirement to indemnify, hold harmless or exonerate any person), claims (COLLECTIVELYincluding amounts paid in settlement), THE “demands, suits, causes of action, proceedings, judgments, fines, penalties and other liabilities or obligations of any nature (including costs relating to the enforcement of this Article 8, contingent or non-contingent, liquidated or unliquidated, direct or indirect) (collectively, "Losses"), incurred or sustained by or asserted against any of the BUYER's Indemnitees with respect to or arising out of: (i) the failure or breach of any of the SELLER's representations and warranties made in Section 4.1 hereof to be true and correct in all respects as of the Closing Date; (ii) the SELLER's failure or refusal or inability to pay for all liabilities and obligations of SELLER, other than the Assumed Liabilities that BUYER INDEMNITEES”has agreed to assume pursuant to Section 2.4 of this Agreement; and (iii) FROM AND AGAINST ANY AND ALL LOSSES AS A RESULT OFthe breach of or failure by SELLER to observe or perform any obligation, ARISING OUT OF, OR RELATED TO THE RETAINED OBLIGATIONS, REGARDLESS OF WHETHER CAUSED OR CONTRIBUTED TO BY THE SOLE, JOINT, COMPARATIVE OR CONCURRENT NEGLIGENCE OR STRICT LIABILITY OF ANY OF THE BUYER INDEMNITEEScovenant or agreement of SELLER under this Agreement; provided, however, notwithstanding anything that no -------- ------- BUYER's Indemnitee shall be entitled to indemnification for Losses under the contrary contained provisions of this Section 8.1 unless and until the aggregate amount of all Losses of the BUYER's Indemnitees as a group under Section 8.1 shall have exceeded $100,000 in this Agreementthe aggregate, (a) Sellerin which event the BUYER's Indemnitees in the aggregate shall be entitled to such indemnification only for all Losses in excess of such amount. The indemnification obligations of SELLER for a breach of its representations and warranties under this Section 16.04 8.1 shall apply only if and to survive the extent Buyer provides Seller with Closing for a Claim Notice complying with Section 16.05 on or before the day occurring one period of three (13) year years after the Closing, (b) Buyer shall bear sole responsibility for the aggregate Losses associated with all such claims up to a threshold percentage of two percent (2%) of the Unadjusted Purchase Price, it being intended by the Parties that Seller be obligated only to the extent of those Losses that exceed two percent (2%) of the Unadjusted Purchase Price, and (c) Seller's aggregate liability is limited to an amount equal to fifty percent (50%) of the Unadjusted Purchase Price. INDEMNIFICATION UNDER THIS SECTION 16.04 SHALL BE BUYER'S SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO ANY RETAINED OBLIGATION, AND SELLER'S LIABILITY WITH RESPECT TO ANY RETAINED OBLIGATION SHALL BE SUBJECT TO THE PROCEDURES AND LIMITATIONS ON TIMING AND AMOUNT PROVIDED IN THIS SECTION 16.04 AND IN SECTION 16.05.

Seller’s Indemnification. PROVIDED THAT THE CLOSING OCCURSProvided that the Closing occurs, SELLER SHALL RELEASESeller shall release, DEFENDdefend, INDEMNIFY AND HOLD HARMLESS BUYERindemnify and hold harmless Buyer, ITS PARTNERSits partners, AND THEIR RESPECTIVE OFFICERSand their respective officers, DIRECTORSdirectors, EMPLOYEESemployees, AGENTSagents, REPRESENTATIVESrepresentatives, MEMBERSmembers, SHAREHOLDERSshareholders, AFFILIATES AND SUBSIDIARIES affiliates, subsidiaries, successors and assigns (COLLECTIVELYcollectively, THE the “BUYER INDEMNITEESBuyer Indemnitees”) FROM AND AGAINST ANY AND ALL LOSSES AS A RESULT OFfrom and against any and all Losses as a result of, ARISING OUT OFarising out of, OR RELATED TO THE RETAINED OBLIGATIONSor related to (a) the Retained Obligations, (b) any breach of any representation or warranty of Seller under this Agreement or in the certificate delivered at Closing pursuant to Section 10.04(g), and (c) any breach of Seller’s covenants and agreements contained in this Agreement, REGARDLESS OF WHETHER CAUSED OR CONTRIBUTED TO BY THE SOLE, JOINT, COMPARATIVE OR CONCURRENT NEGLIGENCE OR STRICT LIABILITY OF ANY OF THE BUYER INDEMNITEES; provided, BUT EXCLUDING THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY INDEMNIFIED PERSON. Provided, however, notwithstanding anything to the contrary contained in this Agreement, herein (ai) Seller's obligations ’s indemnification obligation under this Section 16.04 14.04 for any breach of any representation or warranty of Seller under this Agreement or in the certificate delivered at Closing pursuant to Section 10.04(g) that is not a Fundamental Representation or Environmental Representation or any breach of Seller’s covenants and agreements contained in this Agreement to be performed prior to Closing shall only apply if Buyer has provided Seller with written notice claiming indemnification in good faith within twelve (12) months of the Closing Date and only if and with respect to the extent indemnification so claimed, (ii) Seller’s indemnification obligation under this Section 14.04 for any breach of an Environmental Representation shall only apply if Buyer provides has provided Seller with a Claim Notice complying with Section 16.05 on or before written notice claiming indemnification within six (6) months of the day occurring one (1) year after the ClosingClosing Date, (biii) Buyer Seller’s indemnification obligation under this Section 14.04 for any breach of any representation or warranty of Seller under this Agreement or in the certificate delivered at Closing pursuant to Section 10.04(g) that is not a Fundamental Representation or any breach of Seller’s covenants and agreements contained in this Agreement (other than covenants and agreements with respect to Retained Obligations) shall bear sole responsibility for only apply if the aggregate Losses associated with all such claims up relating to Seller’s indemnity obligations under this Section 14.04 exceeds a threshold percentage deductible of two one and one-half percent (21.5%) of the Unadjusted Purchase Price, it being intended by the Parties that in which case Seller shall be obligated only with respect to the extent Losses in excess of those Losses that exceed two percent (2%) of the Unadjusted Purchase Pricesuch deductible, and (civ) Seller's aggregate liability is limited ’s indemnification obligations under this Section 14.04 with respect to an amount equal to fifty percent the Retained Obligations shall only apply if Buyer has provided Seller with written notice claiming indemnification with respect thereto within four (50%4) years of the Unadjusted Purchase PriceClosing Date with respect to Retained Obligations described in Sections 14.01(a)-(c) and prior to the expiration of the statute of limitations applicable thereto with respect to Retained Obligations described in Sections 14.01(d)-(h). INDEMNIFICATION UNDER THIS SECTION 16.04 SHALL BE BUYER'S SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO ANY RETAINED OBLIGATIONNotwithstanding anything to the contrary herein, AND SELLER'S LIABILITY WITH RESPECT TO ANY RETAINED OBLIGATION SHALL BE SUBJECT TO THE PROCEDURES AND LIMITATIONS ON TIMING AND AMOUNT PROVIDED IN THIS SECTION 16.04 AND IN SECTION 16.05.Seller’s obligation to indemnify hereunder for breaches of representations and warranties of Seller under this Agreement or in the certificate delivered at Closing pursuant to Section 10.04(g) that are not Fundamental Representations and breaches of Seller’s covenants and agreements contained in this Agreement