Buyer’s Indemnity. Buyer hereby covenants and agrees upon demand of Seller to pay and assume liability for, and indemnify, protect, defend, save and keep harmless each Seller Indemnitee from and against, any and all liabilities, Taxes, fees, obligations, losses, damages, settlements, claims, actions, suits, penalties, costs and expenses (including, without limitation, reasonable fees and expenses of counsel) of whatsoever kind and nature which may at any time or from time to time be imposed upon, incurred by or asserted against any Seller Indemnitee in any way relating to, resulting from or arising out of # any inaccuracy or breach of any representation or warranty made by Buyer under this Agreement or any Buyer Agreements, # any failure by Buyer to have observed or performed any of its obligations under or in connection with this Agreement or any Buyer Agreements in respect of or to the extent attributable to the period from and after Closing, or # any claims made after Closing, solely to the extent such claim is not attributable # to the period occurring prior to Closing or # to Seller’s failure to perform its obligations under this Agreement or the Seller Agreements.

Buyer’Seller’s Indemnity. BuyerSeller hereby covenants and agrees upon demand of Seller tothat it will pay and assume liability for, and indemnify, protect, defend, save and keep harmless each SellerBuyer Indemnitee from and against, any and all liabilities, Taxes, fees, obligations, losses, damages, settlements, claims, actions, suits, penalties, costs and expenses (including, without limitation, reasonable fees and expenses of counsel) of whatsoever kind and nature which may at any time or from time to time be imposed upon, incurred by or asserted against any SellerBuyer Indemnitee in any way relating to, resulting from or arising out of # any inaccuracy or breach of any representation or warranty made by BuyerSeller under this Agreement or any BuyerSeller Agreements, # any failure by BuyerSeller to have observed or performed any of its obligations under or in connection with this Agreement or any Buyer Agreements in respect of or to the extent attributable to the period from and after Closing,Seller Agreements, or # any claims made after Closing, solely to the extent any such claim is not attributable to # actions or omissions occurring prior to Closing, or # the existence of any Liens on the Aircraft attributable to the period occurring prior to Closing or # to Seller’s failure to perform its obligations under this Agreement or the Seller Agreements.Closing.

Buyer’s Indemnity.Indemnification by Buyer. Subject to the limitations set forth in [Section 6(d)(iv)] below, the Buyer hereby covenantsagrees to indemnify, defend and agrees upon demand of Seller to pay and assume liability for, and indemnify, protect, defend, save and keephold harmless each Seller Indemniteethe Sellers from and against, any andagainst all liabilities, Taxes, fees, obligations, losses, damages, settlements, claims, actions, suits, penalties, costs and expenses (including, without limitation, reasonable fees and expenses of counsel) of whatsoever kind and nature which may at any time or from time to time be imposed upon, incurred by or asserted against any Seller Indemnitee in any way relating to, resulting from orLosses arising out of or from or based upon # the inaccuracy in any inaccuracy or breachmaterial respect of any representation or warranty madecontained in Section 5 by the Buyer; # the non-performance by the Buyer in any material respect of any covenant, agreement or obligation to be performed by the Buyer under this Agreement or any Buyer Agreements,Other Agreement; # the assessment of any failurefederal, state local or other tax liabilities due and payable by Buyer to have observed or performed any of its obligations under or in connection with this Agreement or any Buyer Agreements in respect of or to the extent attributable to the periodCompany for all periods from and after Closing, orthe Closing Date; and # any claims madeliabilities arising out of the operation of the business of the Company by Buyer on and after Closing, solely to the extent such claim is not attributable # to the period occurring prior to Closing or # to Seller’s failure to perform its obligations under this Agreement or the Seller Agreements. Date.

Buyer’s Indemnity. Buyer hereby covenantsIndemnification by Purchaser. Purchaser shall defend, indemnify and agrees upon demandhold the Seller Parties and their Affiliates and their respective directors, officers, shareholders, members and employees (the “Seller Indemnitees”), and each of Seller to pay and assume liability for, and indemnify, protect, defend, save and keepthem, harmless each Seller Indemnitee from and against, any and all liabilities, Taxes, fees, obligations, losses, damages, settlements, claims, actions, suits, penalties, costs and expenses (including, without limitation, reasonable fees and expenses of counsel) of whatsoever kind and nature which may at any time or from time to time be imposed upon, incurred by or asserted against any Seller Indemnitee in any way relating to,Adverse Consequences resulting from or arising out of # any inaccuracy or breach of anyinaccurate representation or warranty made by Buyer underPurchaser in this Agreement or any Buyer Agreements,Agreement, # any failure by Buyer to have observedbreach or performeddefault in the performance of any of its obligations underthe covenants or agreements made by Purchaser in connection with this AgreementAgreement, # any claim, action or any Buyer Agreements in respectcause of action or other liability arising out of or resulting from or relating to the extent attributable to the period from and after Closing, Assumed Liabilities, and/or # any claims madePurchaser’s ownership and operation of the Seller Business and/or Acquired Assets after Closing,the Closing Date solely to the extent that such claim is not attributable #Adverse Consequences arise and relate to a period after the period occurring prior to Closing or # to Seller’s failure to perform its obligations under this Agreement or the Seller Agreements.Effective Time.

Buyer’s Indemnity. Buyer hereby covenantsIndemnification by Seller. Seller agrees to indemnify, defend and agrees upon demand of Seller to payhold harmless Buyer, and assume liability for,its subsidiaries, parents, affiliates, officers, directors, agents and indemnify, protect, defend, save and keep harmless each Seller Indemniteeemployees (collectively, the “Buyer Indemnified Parties”), from and against,against any and all claims, demands, causes of action, suits, judgments, debts, liabilities, Taxes, fees, obligations, losses, damages, settlements, claims, actions, suits, penalties, costs and expenses (including, without limitation,(including reasonable fees and expensesdisbursements of legal counsel) of any kind whatsoever kind and nature which(collectively, “Losses”), whether arising from claims from third parties or Losses incurred directly by the Buyer, that may at any timebe sustained or from timesuffered by Buyer (or the other Buyer Indemnified Parties referenced above) to time be imposed upon, incurredthe extent that the same are caused by or asserted againstarise from any breach or non-performance by Seller Indemnitee in any way relating to, resulting from or arising out of # any inaccuracy or breach of any representation or warranty made by Buyer under this Agreement or any Buyer Agreements, # any failure by Buyer to have observed or performed any of its representations, warranties, covenants or other obligations under orcontained in this Agreement. Seller further agrees to indemnify, defend and hold harmless the Buyer Indemnified Parties from and against any and all defects in title that exist in connection with this Agreement or any Buyer Agreements in respect of or toreal property owned by the extent attributableCompany and relate to the period from and after Closing, or # any claims made after Closing, solely to the extent such claim is not attributable # to the period occurring prior to Closing or # toClosing, and Seller shall at Seller’s failure to perform its obligations under this Agreement or the Seller Agreements. sole expense cure any such defects.

Buyer’s Indemnity. Buyer hereby covenantsIndemnity by Purchaser. In addition to the Special Indemnity of Purchaser set forth in [Section 8.4] of this Agreement, Purchaser agrees to indemnify, defend, protect and agrees upon demand of Seller to payhold Seller, its member(s) and assume liabilityagents harmless for, and indemnify, protect, defend, save and keep harmless each Seller Indemnitee from and against, any and all liabilities, Taxes, fees, obligations, losses, damages, settlements, claims, actions, suits, penalties, costs# claims sustained directly or indirectly by Sellers or its member(s) or agents based on Purchaser's ownership, use or operation of the assets or assumed Liabilities after closing, and expenses (including, without limitation, reasonable fees and expenses of counsel) of whatsoever kind and nature which may at any time or from time to time be imposed upon, incurred by or asserted against any Seller Indemnitee in any way relating to, resulting from or arising out of # any inaccuracy or breach of any representation or warrantyof Purchaser's representations, warranties, and covenants made by Buyer under this AgreementAgreement. Purchaser agrees to pay Sellers' and each member's or any Buyer Agreements, # any failure by Buyeragent's attorney fees and costs of defense and to have observedindemnify Sellers and their members and agents against all such liabilities that arise after the date of closing or performed anyare based on the ownership of its obligations under or in connection with this Agreement or any Buyer Agreements in respectthe Assets after the date of or to the extent attributable to the period from and after Closing, or # any claims made after Closing, solely to the extent such claim is not attributable # to the period occurring prior to Closing or # to Seller’s failure to perform its obligations under this Agreement or the Seller Agreements. closing.

Buyer’s Indemnity.Indemnification by the Buyer. The Buyer hereby covenantsagrees to defend, indemnify and agrees upon demand ofhold the Seller to pay and assume liability for, and indemnify, protect, defend, save and keep harmless each Seller Indemnitee from and against,against any and all liabilities, Taxes, fees, obligations, losses, damages, settlements, claims, actions, suits, penalties, costs and expenses (including, without limitation, reasonable fees and expenses of counsel) of whatsoever kind and natureLoss which may at any timebe sustained or from time to time be imposed upon, incurredsuffered by or asserted against anythe Seller Indemnitee in any way relating to, resulting from or arising out of, based upon, or by reason of # any inaccuracy ora breach of any representation or warrantywarranty, or a failure to perform any agreement or covenant, made by the Buyer underin this Agreement or in any Buyer Agreements, #exhibit, schedule, certificate or financial statement delivered hereunder, or arising out of, based upon, or by reason of any failureclaim, action or proceeding asserted or instituted growing out of any matter or thing covered by Buyer to have observedsuch breached representations, warranties or performed any of its obligations under or in connection with this Agreement or any Buyer Agreements in respect of or to the extent attributable to the period from and after Closing, or # any claims made after Closing, solely to the extent such claim is not attributable # to the period occurring prior to Closing or # to Seller’s failure to perform its obligations under this Agreement or the Seller Agreements. covenants.