Common use of By Contributors Clause in Contracts

By Contributors. Subject to the procedures and limitations set forth in this Section 7, Contributors shall, jointly and severally, indemnify and hold GTI PA and RCPFM and their respective Affiliates, successors and assigns (the “GTI Indemnified Group”) harmless from and against any and all Damages, arising out of or in connection with: (i) Any and all liabilities and obligations of, or claims against the Company or the GTI Indemnified Group and any other obligation or liability arising out of the operation of the Company that arise out of or relate to the Business: (A) prior to the effective date of the Management Services Agreement; and (B) after the effective date of the Management Services Agreement, if caused by acts of any Contributor or omissions of the Contributors in violation of the Management Services Agreement. (ii) Any breach of any of the representations or warranties made by a Contributor or the Company in this Agreement or any Transaction Document or any failure by a Contributor or the Company to perform any material agreement or covenant under this Agreement or any Transaction Document, or from any misrepresentation in or omission from any Schedule, certificate or other instrument furnished or to be furnished by a Contributor or the Company to GTI PA or RCPFM hereunder; (iii) Any Taxes attributable to any all taxable periods (including any portion thereof) of the Company ending on or before the Closing Date; (iv) Any matter related to any dispute or controversy involving the real property located at ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇; (v) Any legal fees or incremental labor costs incurred in connection with Neutrality and Card Check Agreement dated March 16, 2017, by and between the Company and the United Food and Commercial Workers Local 1776 (the “Union Agreement”) at the three dispensary sites licensed to Company caused by the Union Agreement, including, without limitation, any increase in the aggregate of wages, benefits, expenses, costs, losses or liabilities owed to employees of the Business as a result of or otherwise relating to the Union Agreement at such sites. Notwithstanding the foregoing, Contributors shall not be responsible for indemnification under this Section 7(b)(v) in excess of $750,000 in the aggregate; (vi) Any matter related to (A) the limited liability company governance or other internal affairs of the Company and its members prior to the Closing Date, (B) any transactions, agreements, arrangements, understandings, dealings or other matters among and/or between Contributors or among and/or between any Contributor and/or the Company prior to the Closing Date, or (C) the allocation of the Contribution Consideration among the Contributors, including, without limitation, any error in Exhibit A; and (vii) All reasonable costs and expenses (including reasonable attorneys’ fees, whether involving a third party or, provided GTI PA or RCPFM has prevailed on its claim of indemnification against a Contributor between the Parties to this Agreement) incurred by GTI PA or RCPFM in connection with any claim, action, suit, arbitration or other proceeding, demand, assessment or judgment incident to any of the matters GTI PA or RCPFM is indemnified against by Contributors in this Agreement.

By Contributors. Subject to the procedures and limitations set forth in this Section 7, Contributors shall, jointly and severally, indemnify and hold GTI PA and RCPFM and their respective Affiliates, successors and assigns (the “GTI Indemnified Group”) harmless from and against any and all Damages, arising out of or in connection with: (i) Any and all liabilities and obligations of, or claims against the Company or the GTI Indemnified Group and any other obligation or liability arising out of the operation of the Company that arise out of or relate to the Business: (A) prior to the effective date of the Management Services Agreement; and (B) after the effective date of the Management Services Agreement, if caused by acts of any Contributor or omissions of the Contributors in violation of the Management Services Agreement. (ii) Any breach of any of the representations or warranties made by a Contributor or the Company in this Agreement or any Transaction Document or any failure by a Contributor or the Company to perform any material agreement or covenant under this Agreement or any Transaction Document, or from any misrepresentation in or omission from any Schedule, certificate or other instrument furnished or to be furnished by a Contributor or the Company to GTI PA or RCPFM hereunder; (iii) Any Taxes attributable to any all taxable periods (including any portion thereof) of the Company ending on or before the Closing Date; ; (iv) Any matter related to any dispute or controversy involving the real property located at ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇; ; (v) Any legal fees or incremental labor costs incurred in connection with Neutrality and Card Check Agreement dated March 16, 2017, by and between the Company and the United Food and Commercial Workers Local 1776 (the “Union Agreement”) at the three dispensary sites licensed to Company caused by the Union Agreement, including, without limitation, any increase in the aggregate of wages, benefits, expenses, costs, losses or liabilities owed to employees of the Business as a result of or otherwise relating to the Union Agreement at such sites. Notwithstanding the foregoing, Contributors shall not be responsible for indemnification under this Section 7(b)(v) in excess of $750,000 in the aggregate; (vi) Any matter related to (A) the limited liability company governance or other internal affairs of the Company and its members prior to the Closing Date, (B) any transactions, agreements, arrangements, understandings, dealings or other matters among and/or between Contributors or among and/or between any Contributor and/or the Company prior to the Closing Date, or (C) the allocation of the Contribution Consideration among the Contributors, including, without limitation, any error in Exhibit A; and (vii) All reasonable costs and expenses (including reasonable attorneys’ fees, whether involving a third party or, provided GTI PA or RCPFM has prevailed on its claim of indemnification against a Contributor between the Parties to this Agreement) incurred by GTI PA or RCPFM in connection with any claim, action, suit, arbitration or other proceeding, demand, assessment or judgment incident to any of the matters GTI PA or RCPFM is indemnified against by Contributors in this Agreement.