Common use of By the Buyer Clause in Contracts

By the Buyer. Subject to Section 7.1(E) hereof, the Parent and Buyer shall indemnify, save, defend and hold harmless the Seller and the Stockholder (collectively, the "Seller Indemnified Parties") from and against any and all Damages (i) incurred in connection with or arising out of or resulting from or incident to any breach of any covenant, breach of warranty as of the Effective Date, or the inaccuracy of any representation as of the Effective Date, made by the Buyer or Parent in or pursuant to this Agreement, the Ancillary Agreements, or any other agreement contemplated hereby or in any schedule, certificate, exhibit, or other instrument furnished or to be furnished by the Buyer under this Agreement, (ii) based upon, arising out of or otherwise in respect of any liability or obligation of the Business or relating to the Assets (a) relating to any period on and after the Effective Date, other than those Damages based upon or arising out of the Retained Liabilities, or (b) arising out of facts or circumstances existing on and after the Effective Date, other than those Damages based upon or arising out of the Retained Liabilities; provided, however, that the Buyer shall not be liable for any such Damages to the extent, if any, such Damages result from or arise out of a breach or violation of this Agreement by any Seller Indemnified Party, (iii) under the Securities Act, the Exchange Act or other federal or state law or regulation, at common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a Material fact relating to Parent, Buyer or any Other Acquired Business contained in any preliminary prospectus, the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or arising out of or based upon any omission (or alleged omission) to state therein a Material fact relating to Parent or Buyer or any of the Other Acquired Businesses required to be stated therein or necessary to make the statements therein not misleading.

By the Buyer. Subject to Section 7.1(E) hereof, the Parent and Buyer shall indemnify, save, defend and hold harmless the Seller and the Stockholder (collectively, the "Seller Indemnified Parties") from and against any and all Damages (i) incurred in connection with or arising out of or resulting from or incident to any breach of any covenant, breach of warranty as of the Effective Date, or the inaccuracy of any representation as of the Effective Date, made by the Buyer or Parent in or pursuant to this Agreement, the Ancillary Agreements, or any other agreement contemplated hereby or in any schedule, certificate, exhibit, or other instrument furnished or to be furnished by the Buyer under this Agreement, (ii) based upon, arising out of or otherwise in respect of any liability or obligation of the Business or relating to the Assets (a) relating to any period on and after the Effective Date, other than those Damages based upon or arising out of the Retained Liabilities, or (b) arising out of facts or circumstances existing on and after the Effective Date, other than those Damages based upon or arising out of the Retained Liabilities; provided, however, that the Buyer shall not be liable for any such Damages to the extent, if any, such Damages result from or arise out of a breach or violation of this Agreement by any the Seller Indemnified Party, (iii) under the Securities Act, the Exchange Act or other federal or state law or regulation, at common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a Material fact relating to Parent, Buyer or any Other Acquired Business contained in any preliminary prospectus, the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or arising out of or based upon any omission (or alleged omission) to state therein a Material fact relating to Parent or Buyer or any of the Other Acquired Businesses required to be stated therein or necessary to make the statements therein not misleading.

By the Buyer. Subject to Section 7.1(E) hereof, the Parent and Buyer shall indemnify, save, defend and hold harmless the Seller and the Stockholder Partners (collectively, the "Seller Indemnified Parties") from and against any and all Damages (i) incurred in connection with or arising out of or resulting from or incident to any breach of any covenant, breach of warranty as of the Effective Date, or the inaccuracy of any representation as of the Effective Date, made by the Buyer or Parent in or pursuant to this Agreement, the Ancillary Agreements, or any other agreement contemplated hereby or in any schedule, certificate, exhibit, or other instrument furnished or to be furnished by the Buyer under this Agreement, (ii) based upon, arising out of or otherwise in respect of any liability or obligation of the Business or relating to the Assets (a) relating to any period on and after the Effective Date, other than those Damages based upon or arising out of the Retained Liabilities, or (b) arising out of facts or circumstances existing on and after the Effective Date, other than those Damages based upon or arising out of the Retained Liabilities; provided, however, that the Buyer shall not be liable for any such Damages to the extent, if any, such Damages result from or arise out of a breach or violation of this Agreement by any Seller Indemnified Party, (iii) under the Securities Act, the Exchange Act or other federal or state law or regulation, at common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a Material fact relating to Parent, Buyer or any Other Acquired Business contained in any preliminary prospectus, the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or arising out of or based upon any omission (or alleged omission) to state therein a Material fact relating to Parent or Buyer or any of the Other Acquired Businesses required to be stated therein or necessary to make the statements therein not misleading.

By the Buyer. Subject to Section 7.1(E) hereof, the Parent and Buyer shall indemnify, save, defend and hold harmless the Seller and the Stockholder (collectively, the "Seller Indemnified Parties") from and against any and all Damages (i) incurred in connection with or arising out of or resulting from or incident to any breach of any covenant, breach of warranty as of the Effective Date, or the inaccuracy of any representation as of the Effective Date, made by the Buyer or Parent in or pursuant to this Agreement, the Ancillary Agreements, or any other agreement contemplated hereby or in any schedule, certificate, exhibit, or other instrument furnished or to be furnished by the Buyer under this Agreement, (ii) based upon, arising out of or otherwise in respect of any liability or obligation of the Business or relating to the Assets (a) relating to any period on and after the Effective Date, other than those Damages based upon or arising out of the Retained Liabilities, or (b) arising out of facts or circumstances existing on and after the Effective Date, other than those Damages based upon or arising out of the Retained Liabilities; provided, however, that the Buyer shall not be liable for any such Damages to the extent, if any, such Damages result from or arise out of a breach or violation of this Agreement by any Seller Indemnified Partythe Seller, (iii) under the Securities Act, the Exchange Act or other federal or state law or regulation, at common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a Material fact relating to Parent, Buyer or any Other Acquired Business contained in any preliminary prospectus, the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or arising out of or based upon any omission (or alleged omission) to state therein a Material fact relating to Parent or Buyer or any of the Other Acquired Businesses required to be stated therein or necessary to make the statements therein not misleading, or (vi) under the Securities Act, the Exchange Act or other federal or state law or regulation, at common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a Material fact relating to the Business contained in any preliminary prospectus, the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or arising out of or based upon any omission (or alleged omission) to state therein a Material fact relating to the Business required to be stated therein or necessary to make the statements therein not misleading, to the extent such untrue statement (or alleged untrue statement) was made in, or omission (or alleged omission) occurred in, any preliminary prospectus and Seller provided, in writing, corrected information to Parent and Parent's counsel for inclusion in the Final Prospectus, and such information was not included or properly delivered.

By the Buyer. Subject The Buyer agrees to Section 7.1(E) hereof, the Parent and Buyer shall indemnify, save, defend indemnify and hold harmless the Seller Sellers and the Stockholder their respective Affiliates, and their respective shareholders, partners, directors, officers, employees, agents, successors and assigns (collectively, the each an "Seller Indemnified Partiesindemnified person") from and against against, and to reimburse any such indemnified person when incurred with respect to, any and all Damages (i) Losses incurred in connection with by such indemnified person by reason of or arising out of or resulting from or incident to any in connection with (i) the breach of any covenant, breach of representation or warranty as made by or on behalf of the Effective Date, or the inaccuracy of any representation as of the Effective Date, made by the Buyer or Parent contained in or pursuant to this Agreement, the Ancillary Agreements, any other Transaction Document or any other agreement contemplated hereby exhibit hereto or thereto or in any schedule, certificate, exhibit, schedule or other instrument certificate furnished or to be furnished by to the Buyer under Sellers pursuant to or in connection with this Agreement, any other Transaction Document or any of the transactions hereby contemplated, (ii) based uponthe failure of the Buyer to perform any agreement required by this Agreement or any other Transaction Document to be performed by it, arising out and (iii) the allegation by any third party of the existence of any or otherwise state of facts which if it existed would constitute a breach of any representation or warranty made by or on behalf of the Buyer contained in this Agreement, any other Transaction Document or any exhibit hereto or in any schedule or certificate furnished or to be furnished to the Sellers pursuant to or in connection with this Agreement, any other Transaction Document or any of the transactions hereby contemplated. Each indemnified person agrees to give prompt notice to the Buyer of any claim by any third party for which such indemnified party may request indemnification under this Section 7.2 (except any failure or delay to give such notice shall not relieve the Buyer of its obligations hereunder unless and only to the extent, if at all, that the Buyer has been irrevocably prejudiced directly by reason of such failure or delay). (a) any such third party claim shall be solely for monetary damages and (b) the Buyer shall agree in writing within ten business days after receipt of notice of such claim that it is required, pursuant to this Section 7.2, to indemnify for the full amount of such claim, then the Buyer shall be entitled to control the contest, defense, settlement or compromise of any such claim (including the engagement of counsel in connection therewith), at its own cost and expense, including the cost and expense of attorneys' fees in connection with such contest, defense, settlement or compromise and each indemnified person shall have the right to participate in the contest, defense, settlement or compromise of any such claim at its own cost and expense, including the cost and expense of attorneys' fees in connection with such participation; provided, however, that, the Buyer shall not settle or compromise any such claim without the prior written consent of the indemnified persons, unless the sole relief provided is monetary damages that are paid in full by the Buyer and such settlement includes an unconditional release of the indemnified persons of all liabilities in respect of such claims. If such claim shall not be solely a claim for monetary damages, but the Buyer shall agree in writing within ten business days after receipt of notice of such claim that it is required, pursuant to this Section 7.2, to indemnify each indemnified person for the full amount of such claim, then the contest, defense, settlement and compromise of such claim shall be controlled jointly by the Buyer, on the one hand, and the indemnified person, on the other hand (and any liability or obligation counsel engaged in connection therewith shall be acceptable to both such groups), at the cost and expense of the Business Buyer, including the cost and expense of attorneys' fees in connection with such contest, defense, settlement or relating compromise, and such claim shall not be settled or compromised unless the indemnified persons, on the one hand, and the Buyer, on the other hand, jointly approve such settlement or compromise. If such claim shall not be a claim for monetary damages or the Buyer does not agree in writing within ten business days after receipt of notice of such claim that it is required, pursuant to this Section 7.2 to indemnify the Assets indemnified persons for the full amount of such claim, then the indemnified persons shall control the contest, defense, settlement or compromise of any such claim (a) relating including the engagement of counsel in connection therewith), at the Buyer's cost and expense, including the cost and expense of attorneys' fees in connection with such contest, defense, settlement or compromise, and the Buyer shall have the right to participate in the contest, defense, settlement or compromise of any period on such claim at their own cost and after expense, including the Effective Date, other than those Damages based upon or arising out cost and expense of the Retained Liabilities, or (b) arising out of facts or circumstances existing on and after the Effective Date, other than those Damages based upon or arising out of the Retained Liabilitiesattorneys' fees in connection with such participation; provided, however, that the Buyer indemnified persons shall diligently defend any such claim and shall not settle or compromise any such claim without the prior written consent of the Buyer, which consent shall not be liable for any such Damages to the extent, if any, such Damages result from or arise out of a breach or violation of this Agreement by any Seller Indemnified Party, (iii) under the Securities Act, the Exchange Act or other federal or state law or regulation, at common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a Material fact relating to Parent, Buyer or any Other Acquired Business contained in any preliminary prospectus, the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or arising out of or based upon any omission (or alleged omission) to state therein a Material fact relating to Parent or Buyer or any of the Other Acquired Businesses required to be stated therein or necessary to make the statements therein not misleadingunreasonably withheld.

By the Buyer. Subject to Section 7.1(E) hereofthe terms and conditions of this Article VI, the Parent and Buyer shall indemnify, save, defend indemnify and hold harmless the Seller Sellers and the Stockholder their officers, directors, employees, agents, representatives and Affiliates and their successors and assigns (collectively, the "“Seller Indemnified Parties"”) from from, against and against with respect to any and all Damages (i) incurred Damages, which any Seller Indemnified Party incurs or suffers either directly or in connection with or a Third Party claim, to the extent arising out of or resulting from or incident to any based upon: (i) Any breach of any covenant, breach of representation or warranty as of the Effective Date, Buyer contained in this Agreement or the inaccuracy of any representation as of the Effective Date, made other Transaction Documents; (ii) Any failure by the Buyer to perform or Parent observe, or to have performed or observed, in full, any covenant, agreement or pursuant condition to be performed or observed by it under this AgreementAgreement or any other Transaction Documents; (iii) The Buyer’s ownership and operation of the Purchased Assets and the Licensed Assets from and after the Closing Date, including without limitation the Ancillary Agreementsuse, manufacture or sale of Indibulin or the use or sale of Indibulin-related Nanosuspension, or any other agreement contemplated hereby or in any schedule, certificate, exhibit, or other instrument furnished or to be furnished by the Buyer under this Agreement, (ii) based upon, arising out of or otherwise in respect of any product liability or obligation similar claim for injury which injury arises from any dosing of Indibulin or Indibulin-related Nansuspension to the injured Person following the Closing or any treatment of the Business injured Person on or relating to the Assets (a) relating to any period on and after the Effective Closing Date, other than those Damages based upon or arising out of the Retained Liabilities, or (b) arising out of facts or circumstances existing on and after the Effective Date, other than those Damages based upon or arising out of the Retained Liabilities; provided, however, that the Buyer shall not be liable for indemnify any such Damages Seller Indemnified Parties to the extent, if any, such Damages result from or extent that the damages under this clause (iii) arise out of a breach or violation of this Agreement by any Seller Indemnified Party, (iii) under the Securities Act, the Exchange Act or other federal or state law or regulation, at common law or otherwise, arising out of or are based upon any untrue statement an event for which Buyer is entitled to indemnification under Section 6.2(a)(i) or alleged untrue statement of a Material fact relating to Parent, Buyer or any Other Acquired Business contained in any preliminary prospectus, the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or arising out of or based upon any omission (or alleged omissionii); and (iv) to state therein a Material fact relating to Parent or Buyer or any Any failure of the Other Acquired Businesses required Buyer to be stated therein pay, perform or necessary to make the statements therein not misleadingdischarge any Assumed Liability.

By the Buyer. Subject The Buyer further agrees to Section 7.1(E) hereof, the Parent and Buyer shall indemnify, save, defend indemnify and hold harmless the Seller Sellers and the Stockholder (collectively, the "Seller Indemnified Parties") Principals from and against any and all Damages claims, damages, losses, liabilities, costs and expenses (iincluding, without limitation, settlement costs and any legal, accounting or other expenses for investigating or defending any actions or threatened actions) reasonably incurred by the Sellers and the Principals, in connection with or arising out of or resulting from or incident to any breach of any covenant, breach of warranty as each and all of the Effective Datefollowing: (a) Any claims against, or liabilities or obligations of, the inaccuracy of any representation as of the Effective Date, made Sellers specifically assumed by the Buyer pursuant this Agreement; (b) Any violation by the Buyer of, or Parent any failure by the Buyer to comply with, any law, ruling, order, decree, regulation or zoning, environmental or permit requirement applicable to the Buyer or its business, whether or not any such violation or failure to comply has been disclosed to the Sellers; (c) Any warranty claim or product liability claim relating to the conduct of the Business after the Closing Date; (d) Any Taxes of the Buyer (other than amounts described in Section 9.2A(e) above); (e) Any claim by a third party or pursuant government regulatory agency contesting the adequacy, nature, timing or manner of disclosure (or nondisclosure) of any information to the public concerning the transactions contemplated by this Agreement, except to the Ancillary Agreementsextent that such claim is based upon information provided by the Sellers or Principals hereunder (or upon the failure of the Sellers or Principals to disclose information required to be disclosed hereunder); and (f) Any claims, damages, or any other agreement contemplated hereby or in any schedule, certificate, exhibit, or other instrument furnished or to be furnished by the Buyer under this Agreement, (ii) based upon, arising out of or otherwise in respect of any liability or obligation of the Business or relating to the Assets (a) relating to any period on and after the Effective Date, other than those Damages based upon or liabilities arising out of the Retained Liabilitiesconduct of the business and operations of the Stores or the Business, to the extent such claims accrue or (b) arising arise out of facts or circumstances existing on and occurring after the Effective Closing Date, other than those Damages based upon or arising out of the Retained Liabilities; provided, however, that the Buyer shall not be liable for any such Damages to the extent, if any, such Damages result from or arise out of a breach or violation of this Agreement by any Seller Indemnified Party, (iii) under the Securities Act, the Exchange Act or other federal or state law or regulation, at common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a Material fact relating to Parent, Buyer or any Other Acquired Business contained in any preliminary prospectus, the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or arising out of or based upon any omission (or alleged omission) to state therein a Material fact relating to Parent or Buyer or any of the Other Acquired Businesses required to be stated therein or necessary to make the statements therein not misleading.

By the Buyer. Subject 10.2.1 The Buyer agrees to Section 7.1(Eindemnify all USI Parties (each a "USI Indemnified Person") hereoffrom, and to hold each of them harmless against, any and A Losses, including the costs of investigating any claim and defending any action and any amounts paid in settlement or compromise (provided, that, the Parent and Buyer shall indemnifyhave given its prior written approval of any settlement or compromise, save, defend and hold harmless the Seller and the Stockholder (collectively, the "Seller Indemnified Parties"which approval shall not be unreasonably withheld) from and against any and all Damages (i) incurred in connection with or arising out of or resulting from relating to the Buyer's activities in connection with this Service Agreement and the transactions described herein, including, but not limited to, (i) a breach by the Buyer of any of the terms or incident to any conditions hereof, or (ii) a breach of any covenant, breach of warranty as of the Effective DateBuyer's representations and warranties herein, except to the extent such Losses are incurred by reason of the negligence or willful misconduct of any USI Party. 10.2.2 If any event occurs for which indemnification to any USI Indemnified Person is provided in this Section, such USI Indemnified Person must provide the (i) such time as it has actual knowledge of the occurrence of such even, or (ii) such time as it receives notice that an action has been filed in a court, or action has been taken by any administrative agency, alleging the inaccuracy occurrence of any representation as of the Effective Date, made an event that entitles a USI Indemnified Person to indemnification by the Buyer hereunder. 10.2.3 The Buyer, at its own expense, shall be entitled to participate in such action or Parent in or pursuant to this Agreementproceeding, the Ancillary Agreementsand, or any other agreement contemplated hereby or in any schedule, certificate, exhibit, or other instrument furnished or to be furnished by after written notice from the Buyer under this Agreement, to USI and consent from USI (ii) based upon, arising out of or otherwise in respect of any liability or obligation of the Business or relating to the Assets (a) relating to any period on and after the Effective Date, other than those Damages based upon or arising out of the Retained Liabilities, or (b) arising out of facts or circumstances existing on and after the Effective Date, other than those Damages based upon or arising out of the Retained Liabilities; provided, however, that the Buyer which consent shall not be liable for any unreasonably withheld), to assume the defense of such Damages to action or proceeding with mutually acceptable counsel, or also, with such USI Indemnified Person's consent (which consent shall not be unreasonably withheld), compromise or settle such action or proceeding, at its own expense. Notwithstanding the extent, if anyBuyer's assumption of the defense of such action or proceeding, such Damages result from USI Indemnified Person shall have the right to employ separate counsel and to participate in the defense of such action or arise out of a breach or violation of this Agreement by any Seller Indemnified Party, (iii) under the Securities Act, the Exchange Act or other federal or state law or regulation, proceeding at common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a Material fact relating to Parent, Buyer or any Other Acquired Business contained in any preliminary prospectus, the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or arising out of or based upon any omission (or alleged omission) to state therein a Material fact relating to Parent or Buyer or any of the Other Acquired Businesses required to be stated therein or necessary to make the statements therein not misleadingits own expense.

By the Buyer. Subject to Section 7.1(E) hereof, the Parent and The Buyer shall indemnify, save, defend and hold harmless the Seller and the Stockholder its shareholders, directors, officers, partners, agents and employees (collectively, the "Seller Indemnified Parties") from and against any and all Damages (i) incurred in connection with or arising out of or resulting from or incident to any breach of any covenant, breach of warranty as of the Effective Datecovenant or warranty, or the inaccuracy of any representation as of the Effective Daterepresentation, made by the Buyer or Parent in or pursuant to this Agreement, the Ancillary Agreements, Agreement or any other agreement contemplated hereby or in any schedule, certificate, exhibit, or other instrument furnished or to be furnished by the Buyer under this Agreement, or (ii) based upon, arising out of or otherwise in respect of any liability or obligation of the Business or relating to the Assets (a) relating to any period on and after the Effective Closing Date, other than those Damages based upon or arising out of the Retained Liabilities, or (b) arising out of facts or circumstances existing on and after the Effective Date, other than those Damages based upon or arising out of Date relating to the Retained Assumed Liabilities; provided, however, that the Buyer shall not be liable for any such Damages to the extent, if any, such Damages result from or arise out of a breach or violation of this Agreement by any Seller Indemnified PartyParties, (iiic) under the Securities Actmatters specifically described in Section 5.9, or (d) the Exchange Act Assumed Liabilities. Notwithstanding anything to the contrary in the Agreement, including this Paragragh B, in no event shall any indemnification, payment or other federal obligation of Buyer to Seller, to the Seller Indemnified Parties, or state law to any third party arising from or regulation, at common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a Material fact relating to Parentthis Agreement or the documents, Buyer or any Other Acquired Business contained in any preliminary prospectus, instruments and/or transactions contemplated by this Agreement exceed the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or arising out of or based upon any omission (or alleged omission) to state therein a Material fact relating to Parent or Buyer or any amount of the Other Acquired Businesses required to be stated therein or necessary to make the statements therein not misleadingPurchase Price.

By the Buyer. Subject to Section 7.1(E(i) hereofIn consideration of Pro Tech's execution and delivery of this Agreement and issuance of the Series B Preferred Shares, the Parent Conversion Shares, Warrant and Warrant Shares hereunder, and in addition to all of the Buyer's other obligations under this Agreement, but subject to the limitations set forth in Section 6 of the Pro Tech Registration Rights Agreement, Buyer shall indemnifydefend, saveprotect, defend indemnify and hold harmless the Seller and the Stockholder (collectively, the "Seller Indemnified Parties") Pro Tech Indemnitees from and against the Pro Tech Indemnified Liabilities incurred by the Pro Tech Indemnitees or any and all Damages (i) incurred of them in connection with or arising out as a result of any breach by Buyer of any representation, warranty or resulting from covenant in the Transaction Documents, including, but not limited to: (a) any misrepresentation or incident to breach of any representation or warranty made by Buyer in the Transaction Documents or any other certificate, instrument or document contemplated hereby or thereby; or (b) any breach of any covenant, breach agreement or obligation of warranty as of Buyer contained in the Effective Date, or the inaccuracy of any representation as of the Effective Date, made by the Buyer or Parent in or pursuant to this Agreement, the Ancillary Agreements, Transaction Documents or any other agreement certificate, instrument or document contemplated hereby or in any schedule, certificate, exhibit, or other instrument furnished or to be furnished by the Buyer under this Agreement, (ii) based upon, arising out of or otherwise in respect of any liability or obligation of the Business or relating to the Assets (a) relating to any period on and after the Effective Date, other than those Damages based upon or arising out of the Retained Liabilities, or (b) arising out of facts or circumstances existing on and after the Effective Date, other than those Damages based upon or arising out of the Retained Liabilitiesthereby; provided, however, that this Section 12(c)(i) shall not apply to the extent that it is finally judicially determined that such actions, causes of action, suits, claims, losses, costs, penalties, fees, liabilities and damages, and expenses in connection therewith resulted solely from the gross negligence or bad faith of such Pro Tech Indemnitee. To the extent that the foregoing undertaking by Buyer may be unenforceable for any reason, Buyer shall not be liable for any such Damages make the maximum contribution to the extent, if any, such Damages result from or arise out payment and satisfaction of a breach or violation each of the Pro Tech Indemnified Liabilities which is permissible under applicable law. (ii) In consideration of NCT's execution and delivery of this Agreement by any Seller Indemnified Party, (iii) under the Securities Act, and issuance of the Exchange Act or Shares hereunder, and in addition to all of the Buyer' other federal or state law or regulationobligations under this Agreement, at common law or otherwisebut subject to the limitations set forth in Section 6 of the NCT Registration Rights Agreement, arising out of or based upon any untrue statement or alleged untrue statement of a Material fact relating to Parentas the case may be, Buyer or any Other Acquired Business contained in any preliminary prospectusshall defend, protect, indemnify and hold harmless the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or arising out of or based upon any omission (or alleged omission) to state therein a Material fact relating to Parent or Buyer NCT Indemnitees from and against the NCT Indemnified Liabilities incurred by the NCT Indemnitees or any of them in connection with or as a result of any breach by Buyer of any representation, warranty or covenant in the Other Acquired Businesses required Transaction Documents, including, but not limited to: (a) any misrepresentation or breach of any representation or warranty made by Buyer in the Transaction Documents or any other certificate, instrument or document contemplated hereby or thereby; or (b) any breach of any covenant, agreement or obligation of Buyer contained in the Transaction Documents or any other certificate, instrument or document contemplated hereby or thereby; provided, however, that this Section 12(c) shall not apply to the extent that it is finally judicially determined that such actions, causes of action, suits, claims, losses, costs, penalties, fees, liabilities and damages, and expenses in connection therewith resulted solely from the gross negligence or bad faith of such NCT Indemnitee. To the extent that the foregoing undertaking by Buyer may be stated therein or necessary to unenforceable for any reason, Buyer shall make the statements therein not misleadingmaximum contribution to the payment and satisfaction of each of the NCT Indemnified Liabilities which is permissible under applicable law.

By the Buyer. Subject to Section 7.1(Eand the Seller and the Stockholder. The Buyer, on the one hand, and the Seller and the Stockholder, jointly and severally on the other hand, hereby indemnifies and holds harmless the other party against all claims, damages, losses, liabilities, costs and expenses (including, without limitation, settlement costs and any legal, accounting or other expenses for investigating or defending any actions or threatened actions) hereof, reasonably incurred by the Parent and Buyer shall indemnify, save, defend and hold harmless or the Seller and the Stockholder (collectively, the "Seller Indemnified Parties") from and against any and all Damages (i) incurred in connection with each and all of the following: (a) Any breach by the indemnifying party of any representation or arising out of or resulting from or incident to any warranty in this Agreement; (b) Any breach of any covenant, breach of warranty as of the Effective Date, or the inaccuracy of any representation as of the Effective Date, made by the Buyer or Parent in or pursuant to this Agreement, the Ancillary Agreements, or any other agreement contemplated hereby or in any schedule, certificate, exhibit, or other instrument furnished or to be furnished by the Buyer under this Agreement, (ii) based upon, arising out of or otherwise in respect of any liability or obligation of the Business or relating to the Assets (a) relating to any period on and after the Effective Date, other than those Damages based upon or arising out of the Retained Liabilities, or (b) arising out of facts or circumstances existing on and after the Effective Date, other than those Damages based upon or arising out of the Retained Liabilities; provided, however, that the Buyer shall not be liable for any such Damages to the extent, if any, such Damages result from or arise out of a breach or violation of indemnifying party contained in this Agreement by any Seller Indemnified Party, (iii) under the Securities Act, the Exchange Act or other federal or state law or regulation, at common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a Material fact relating to Parent, Buyer or any Other Acquired Business other agreement, instrument or document contemplated by this Agreement; (c) Any misrepresentation contained in any preliminary prospectusstatement, certificate or schedule furnished by the Registration Statement indemnifying party pursuant to this Agreement or any prospectus forming a part thereofin connection with the transactions contemplated by this Agreement; and (d) Any violation by the Seller of, or any amendment thereof failure by the Seller to comply with, any law, ruling, order, decree, regulation or supplement theretozoning, environmental or arising out permit requirement applicable to the Seller, the Assets or its business, whether or not any such violation or failure to comply has been disclosed to the Buyer, including any costs incurred by the Buyer (i) in order to bring the Assets into compliance with environmental laws as a consequence of noncompliance with such laws on the Closing Date or based upon any omission (or alleged omissionii) to state therein a Material fact relating to Parent or Buyer or any in connection with the transfer of the Other Acquired Businesses required to be stated therein or necessary to make the statements therein not misleadingAssets.

By the Buyer. Subject After the Closing occurs, and subject to Section 7.1(E) hereofthe terms and provisions of this Agreement, the Parent and Buyer shall indemnify, save, defend will indemnify the Sellers and hold each of them harmless against any loss, liability, deficiency, damage or expense (including reasonable legal fees and expenses) which the Seller and the Stockholder Sellers may suffer, sustain or become subject to (collectively, the a "Seller Indemnified PartiesLoss" and together with a Buyer Loss, a "Loss") from and against any and all Damages as a result of (i) incurred in connection with or arising out of or resulting from or incident to any breach of any covenant, breach of representation or warranty as of the Effective Date, or the inaccuracy of any representation as of the Effective Date, made by the Buyer herein; (ii) any failure of the Buyer to perform any covenant or Parent in agreement hereunder; or pursuant (iii) any losses, liability or damage to this Agreement, third parties resulting from the Ancillary Agreements, operation or any other agreement contemplated hereby or in any schedule, certificate, exhibit, or other instrument furnished or to be furnished ownership of the Stations by the Buyer under this Agreement, (ii) based upon, arising out of or otherwise in respect of any liability or obligation of the Business or relating to the Assets (a) relating to any period on and after the Effective DateTime, other than those Damages based upon including but not limited to any and all liability arising under the Station Licenses or arising out of the Retained Liabilities, Assumed Contracts which accrue or (b) arising out of facts or circumstances existing on and relate to events occurring after the Effective DateTime. Subject to the other limitations contained in this Agreement, other than those Damages based upon or arising out of the Retained Liabilities; providedincluding this Article 15, however, that the Buyer shall not be required to indemnify the Sellers with respect to breaches of representations and warranties: (i) unless the Sellers give the Buyer written notice of such Seller Loss in accordance with Article 17, and in case of any claim made by the Sellers by reason of a third party claim, such notice shall be accompanied by a copy of such written notice of the third party claimant, and in the case of any claim made by the Sellers other than by reason of a third party claim, some damages or loss shall have been incurred in good faith at or prior to the date of such notice, and (ii) unless and until the aggregate amount of all Seller Losses for which the Buyer is liable under this Article 15 exceeds $200,000 if such aggregate amount is calculated prior to the first anniversary of the Closing Date or $300,000 if calculated on or after such first anniversary, and in either such event the Buyer will be liable for any such Damages all Seller Losses; provided, that the foregoing threshold shall not apply to the extent, if any, such Damages result from or arise Seller Losses arising out of a breach or violation of this Agreement by an Exempt Rep. Notwithstanding anything to the contrary contained herein, the maximum amount of indemnification for any Seller Indemnified Party, (iii) under Losses for which the Securities Act, the Exchange Act or other federal or state law or regulation, at common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a Material fact relating to Parent, Buyer or any Other Acquired Business contained in any preliminary prospectus, the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or arising out of or based upon any omission (or alleged omission) to state therein a Material fact relating to Parent or Buyer or any of the Other Acquired Businesses is required to be stated therein or necessary indemnify the Sellers under this Article 15 shall not exceed an amount equal to make (i) the statements therein not misleadingPurchase Price less (ii) any amounts previously paid by the Buyer to the Sellers to cover such Seller Losses in the aggregate.

By the Buyer. Subject After the Closing occurs, and subject to Section 7.1(E) hereofthe terms and provisions of this Agreement, the Parent and Buyer shall indemnify, save, defend indemnify the Sellers and hold each of them harmless against any loss, liability, deficiency, damage or expense (including reasonable legal fees and expenses) which the Seller and the Stockholder Sellers may suffer, sustain or become subject to (collectively, the a "Seller Indemnified PartiesLoss" and together with a Buyer Loss, a "Loss") from and against any and all Damages as a result of (i) incurred in connection with or arising out of or resulting from or incident to any breach of any covenant, breach of warranty as of the Effective Date, or the inaccuracy of any representation as of the Effective Date, misrepresentation made by the Buyer in this Agreement; (ii) any failure of the Buyer to perform any covenant or Parent agreement of the Buyer in this Agreement; (iii) any of the Assumed Liabilities, including but not limited to any and all liability arising under the Station Licenses or pursuant the Assumed Contracts which accrue or relate to events occurring after the Effective Time. Subject to the other limitations contained in this Agreement, the Ancillary Agreementsincluding this Article 15, or any other agreement contemplated hereby or in any schedule, certificate, exhibit, or other instrument furnished or to be furnished by the Buyer under this Agreement, (ii) based upon, arising out of or otherwise in respect of any liability or obligation of the Business or relating to the Assets (a) relating to any period on and after the Effective Date, other than those Damages based upon or arising out of the Retained Liabilities, or (b) arising out of facts or circumstances existing on and after the Effective Date, other than those Damages based upon or arising out of the Retained Liabilities; provided, however, that the Buyer shall not be required to indemnify the Sellers with respect to any breach of warranty or misrepresentation: (i) unless the Sellers give the Buyer written notice of such Seller Loss in accordance with (and within the time periods provided in) Article 17, and in case of any claim made by the Sellers by reason of a third party claim, such notice shall be accompanied by a copy of such written notice of the third party claimant, and in the case of any claim made by the Sellers other than by reason of a third party claim, some damages or loss shall have been incurred in good faith at or prior to the date of such notice, and (ii) unless and until the aggregate amount of all Seller Losses for which the Buyer is liable under this Article 15 exceeds $500,000, and in that event the Buyer shall be liable for any such Damages all Seller Losses (subject to the extentlimitations provided for in this Agreement); provided, if any, such Damages result from or arise out of a breach or violation of this Agreement by any that the foregoing threshold shall not apply to Seller Indemnified Party, (iii) under the Securities Act, the Exchange Act or other federal or state law or regulation, at common law or otherwise, Losses arising out of breach of any warranty or based upon any untrue statement misrepresentation in Sections 6.1 or alleged untrue statement of a Material fact relating to Parent, Buyer or any Other Acquired Business contained in any preliminary prospectus, the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or arising out of or based upon any omission (or alleged omission) to state therein a Material fact relating to Parent or Buyer or any of the Other Acquired Businesses required to be stated therein or necessary to make the statements therein not misleading6.

By the Buyer. Subject to Section 7.1(E) hereof, the Parent and The Buyer shall indemnify, save, defend and hold harmless the Seller and the Stockholder its shareholders, directors, officers, partners, agents and employees (collectively, the "Seller Indemnified PartiesSELLER INDEMNIFIED PARTIES") from and against any and all Damages (i) incurred in connection with or arising out of or resulting from or incident to any breach of any covenant, breach of warranty as of the Effective Datecovenant or warranty, or the inaccuracy of any representation as of the Effective Daterepresentation, made by the Buyer or Parent in or pursuant to this Agreement, the Ancillary Agreements, Agreement or any other agreement contemplated hereby or in any schedule, certificate, exhibit, or other instrument furnished or to be furnished by the Buyer under this Agreement, or (ii) based upon, arising out of or otherwise in respect of any liability or obligation of the Business or relating to the Assets (a) relating to any period on and after the Effective Closing Date, other than those Damages based upon or arising out of the Retained Liabilities, or (b) arising out of facts or circumstances existing on and after the Effective Date, other than those Damages based upon or arising out of Date relating to the Retained Assumed Liabilities; provided, however, that the Buyer shall not be liable for any such Damages to the extent, if any, such Damages result from or arise out of a breach or violation of this Agreement by any Seller Indemnified PartyParties, (iiic) under the Securities Actmatters specifically described in Section 5.9, or (d) the Exchange Act Assumed Liabilities. Notwithstanding anything to the contrary in the Agreement, including this Paragragh B, in no event shall any indemnification, payment or other federal obligation of Buyer to Seller, to the Seller Indemnified Parties, or state law to any third party arising from or regulation, at common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a Material fact relating to Parentthis Agreement or the documents, Buyer or any Other Acquired Business contained in any preliminary prospectus, instruments and/or transactions contemplated by this Agreement exceed the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or arising out of or based upon any omission (or alleged omission) to state therein a Material fact relating to Parent or Buyer or any amount of the Other Acquired Businesses required to be stated therein or necessary to make the statements therein not misleadingPurchase Price.