Common use of Indemnification by Seller Clause in Contracts

Indemnification by Seller. Seller shall indemnify, defend, and hold harmless Buyer, any officer or director thereof, and their permitted assigns with respect to any and all demands, claims, actions, suits, proceedings, assessments, judgments, costs, losses, damages, obligations, liabilities, recoveries, deficiencies, and expenses (including interest, penalties and reasonable attorneys' fees) of every kind and description (collectively "Claim") relating to or arising out of: 12.3.1 Any breach or non-performance by Seller of any of its representations, warranties, covenants or agreements set forth in this Agreement or any other Document; or 12.3.2 Except as otherwise provided in the TBA, any debt, liability or obligation of Seller or the Station that arises or results from or is attributable to the operations or business of the Seller or the Station prior to the Closing Date, including but not limited to, liabilities and obligations under Station Agreements to the extent such liabilities and obligations relate to any period before the Closing Date, regardless of whether disclosed in any Schedule or Document and regardless of whether constituting a breach by Seller of any representation, warranty, covenant or agreement, and any liability or obligation of Seller other than the Assumed Obligations arising after the Closing Date; provided, however, that Seller shall not be liable for any Claim arising out of or resulting from Buyer's action or failure to act under the TBA.

Indemnification by Seller. Subject to the other terms and conditions of this Article VIII, Seller and Owners jointly and severally shall indemnify, defendindemnify Buyer against, and shall hold Buyer harmless Buyerfrom and defend against, any officer and all Losses incurred or director thereofsustained by, and their permitted assigns or imposed upon, Buyer based upon, arising out of, with respect to any and all demands, claims, actions, suits, proceedings, assessments, judgments, costs, losses, damages, obligations, liabilities, recoveries, deficiencies, and expenses (including interest, penalties and reasonable attorneys' fees) of every kind and description (collectively "Claim") relating to or arising out by reason of: 12.3.1 Any (a) any inaccuracy in or breach of any of the representations or warranties of Seller contained in this Agreement, the other Transaction Documents or in any certificate or instrument delivered by or on behalf of Seller pursuant to this Agreement, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date) (b) any breach or non-performance fulfillment of any covenant, agreement or obligation to be performed by Seller pursuant to this Agreement, the other Transaction Documents or any certificate or instrument delivered by or on behalf of Seller pursuant to this Agreement. (c) any refunds and other costs associated with such refunds, including shipping, freight, product replacement costs and handling charges, that may result from sales made by the Company prior to the Closing; (d) any Third Party Claim based upon, resulting from or arising out of the Business, operations, properties, assets or obligations of Seller or any of its representationsAffiliates (other than the Purchased Assets or Assumed Liabilities) conducted, warranties, covenants existing or agreements set forth in this Agreement arising on or any other Document; or 12.3.2 Except as otherwise provided in the TBA, any debt, liability or obligation of Seller or the Station that arises or results from or is attributable to the operations or business of the Seller or the Station prior to the Closing Date, including but not limited to, liabilities and obligations under Station Agreements to the extent such liabilities and obligations relate to ; and (e) any period before the Closing Date, regardless of whether disclosed in Excluded Asset or any Schedule or Document and regardless of whether constituting a breach by Seller of any representation, warranty, covenant or agreement, and any liability or obligation of Seller other than the Assumed Obligations arising after the Closing Date; provided, however, that Seller shall not be liable for any Claim arising out of or resulting from Buyer's action or failure to act under the TBAExcluded Liability.

Indemnification by Seller. (a) Except as otherwise set forth herein, Seller shall indemnify, defend, defend and hold harmless BuyerPurchaser and the Company, and each of their respective representatives, employees, officers, directors, stockholders, controlling persons and Affiliates (collectively, the "Purchaser Indemnified Persons"), for, and shall pay to the Purchaser Indemnified Persons the amount of, any officer or director thereofloss, liability, claim, damage (including incidental and their permitted assigns with respect to any and all demandsconsequential damages), claims, actions, suits, proceedings, assessments, judgments, costs, losses, damages, obligations, liabilities, recoveries, deficiencies, and expenses expense (including interest, penalties penalties, costs of investigation and defense and the reasonable attorneys' feesfees and expenses of attorneys and other professionals and experts) or diminution of every kind and description value, whether or not involving a third-party claim (collectively collectively, "ClaimDamages") relating to ), directly or indirectly, arising out of: 12.3.1 Any breach or non-performance by Seller of any of its representations, warranties, covenants or agreements set forth in this Agreement or any other Document; or 12.3.2 Except as otherwise provided in the TBA, any debt, liability or obligation of Seller or the Station that arises or results from or is attributable to the operations or business of the Seller or the Station prior to the Closing Date, including but not limited to, liabilities and obligations under Station Agreements to the extent such liabilities and obligations relate to in connection with (i) any period before the Closing Date, regardless of whether disclosed in any Schedule or Document and regardless of whether constituting a breach by Seller of any covenant, representation, warranty, covenant or agreement, and any liability agreement or obligation of Seller other than the Assumed Obligations arising contained in this Agreement, (ii) any contingent liabilities disclosed by Seller to Purchaser pursuant to Section 6.9 after the Closing Date; provideddate hereof that do not materially or adversely affect the benefits to be obtained by Purchaser under this Agreement, however(iii) any claim by any Person that the transactions contemplated by this Agreement may be a fraudulent transfer, that Seller shall not be liable for or (iv) any Claim claims in respect of Change-in-Control Amounts arising out of Section 6 of the Employment Agreements. (b) Without duplication and subject to the terms and limitations set forth in this Section 10.1(b), Seller shall indemnify, defend and hold harmless the Company for, and shall pay to the Company or resulting from Buyer's action any Company Subsidiary the amount of any Damages actually incurred by the Company or failure such Company Subsidiary following the Closing relating to act under any amounts actually paid by the TBACompany to Barclays Bank PLC ("Barclays") on or before January 31, 1999 in respect of a"swap breakage amount" (such amounts, the "Special Contingent Liability").

Indemnification by Seller. From and after the Closing Date, the Seller shall indemnify, defend, indemnify and hold the Purchaser and each of its Affiliates, directors, shareholders, officers and employees (collectively, the “Purchaser Group”), harmless Buyer, from and against Losses imposed upon or incurred by any officer or director thereof, and their permitted assigns with respect to any and all demands, claims, actions, suits, proceedings, assessments, judgments, costs, losses, damages, obligations, liabilities, recoveries, deficiencies, and expenses (including interest, penalties and reasonable attorneys' fees) of every kind and description (collectively "Claim") relating to or arising them which arise out of: 12.3.1 Any (a) any misrepresentation or inaccuracy of a representation or warranty made by the Seller in this Agreement, pursuant to any certificate delivered by the Seller pursuant hereto or as may be made by the Seller in any Related Agreements; (b) any breach or non-performance by Seller fulfillment of any covenant or agreement on the part of the Seller or its representations, warranties, covenants or agreements set forth Affiliates in this Agreement or any Related Agreement to which it is a party, as the case may be; (c) any (A) Liabilities for Successor Liability Taxes or any other Document; or 12.3.2 Except as otherwise provided in Taxes with respect to any of the TBA, any debt, liability or obligation of Seller Transferred Assets or the Station Business, in each case related to a Tax period (or portion of any period) which ends, with respect to each Transferred Asset or the Business, on or before the earlier of (i) the date that arises such Transferred Asset or results the Business is novated (if applicable), and (ii) the date that such Transferred Asset or the Business is treated by the Law imposing such Taxes as transferred from or is attributable the Seller to the operations Purchaser, or business (B) liability of the Seller or for Transfer Taxes pursuant to Section 10.3(a); and (d) the Station prior to Excluded Assets, the Closing Date, including but not limited to, liabilities Excluded Transactions and obligations under Station Agreements to the extent such liabilities and obligations relate to any period before the Closing Date, regardless of whether disclosed in any Schedule or Document and regardless of whether constituting a breach by Seller of any representation, warranty, covenant or agreement, and any liability or obligation of Seller other than the Assumed Obligations arising after the Closing Date; provided, however, that Seller shall not be liable for any Claim arising out of or resulting from Buyer's action or failure to act under the TBAExcluded Liabilities.

Indemnification by Seller. Seller shall indemnify, defend, indemnify and hold harmless BuyerPurchasers and their Related Parties from and against any Claims (other than Claims related to IP Rights, any officer or director thereofwhich are governed by Section 14 hereof), and their permitted assigns with respect pay any Liabilities awarded against the Purchaser or any Related Parties to any and all demands, claims, actions, suits, proceedings, assessments, judgments, costs, losses, damages, obligations, liabilities, recoveries, deficiencies, and expenses (including interest, penalties and reasonable attorneys' fees) of every kind and description (collectively "Claim") the extent relating to or arising out of such Claims, arising out of: 12.3.1 15.1.1 Any breach negligent act or omission or willful misconduct of Seller or its Related Parties in connection with the performance or non-performance by Seller of their obligations hereunder or any breach of any of its Seller’s representations, warranties, covenants or agreements set forth terms of, or defaults under, this Agreement. 15.1.2 Any Claim by third parties against the Purchasers or any of their Related Parties arising out of: (a) Seller’s relationships with its employees, suppliers, subcontractors, agents, and consultants in the course of its performance under this Agreement Agreement; (b) Seller’s design, development, manufacture, testing, production, and storage of the Equipment being provided to Purchasers under this Agreement, including any Security Compromise with respect to any Equipment that results in a Claim against TWC or any other DocumentPurchaser by any third party content provider; (c) Seller’s negligent performance of any Services hereunder; or 12.3.2 Except as (d) Damages caused by Defective or unreasonably dangerous Equipment solely caused by Seller. Nothing in this Section shall be construed to diminish or otherwise provided in the TBA, any debt, liability or limit Seller’s obligation of Seller or the Station that arises or results from or is attributable to the operations or business of the Seller or the Station prior indemnify TWC and Purchasers with respect to the Closing Date, including but not limited to, liabilities a Claim for which TWC and obligations under Station Agreements Purchasers are entitled to the extent such liabilities and obligations relate indemnification pursuant to any period before the Closing Date, regardless of whether disclosed in any Schedule or Document and regardless of whether constituting a breach by Seller of any representation, warranty, covenant or agreement, and any liability or obligation of Seller other than the Assumed Obligations arising after the Closing Date; provided, however, that Seller shall not be liable for any Claim arising out of or resulting from Buyer's action or failure to act under the TBAArticle 14.

Indemnification by Seller. Subject to the limitations set forth in Sections 7.1 and 7.4 hereof, Seller shall indemnify, defend, indemnify and hold harmless Buyer, any officer or director thereofPurchaser, and their permitted assigns with respect to any manager, member, director, officer, employee, equity holder or Affiliate thereof (the “Purchaser Indemnified Parties”) from and against any and all demands, claims, actionsdemands, suits, proceedings, assessments, judgments, costs, losses, liabilities, damages, obligations, liabilities, recoveries, deficiencies, costs and expenses (including interest, penalties and reasonable attorneys' fees) of every kind and description nature (collectively "including reasonable attorneys’ fees) (collectively, “Losses”) imposed upon or incurred by any Purchaser Indemnified Party after the Closing, (collectively, a “Purchaser Claim"”) relating to as a result of or arising out ofin connection with any of the following: 12.3.1 Any (a) any breach or non-performance by Seller inaccuracy of any representation or warranty of its representations, warranties, covenants or agreements Seller set forth in this Agreement or any Transaction Documents; (b) any breach of or noncompliance by Seller with any covenant, agreement, or obligations to be performed by Seller pursuant to this Agreement or any Transaction Documents to which Seller is a party; (c) any liabilities of Seller other Documentthan the Assumed Liabilities, including, without limitation, any liability resulting from any content, including any third party or advertiser content (whether prepared solely by such third party or advertiser or with the assistance of Seller) on the Websites prior to the Closing Date; (d) any noncompliance with any Bulk Sales Laws or other Laws; or 12.3.2 Except as otherwise provided in the TBA, any debt, liability or obligation of Seller or the Station that arises or results from or is attributable to (e) the operations or business of the Seller or Transferred Assets and the Station Transferred Business prior to the Closing Date, including including, but not limited to, liabilities and obligations under Station Agreements any amounts owed to the extent such liabilities and obligations relate to any period before the Closing Date, regardless of whether disclosed Seller Employees in any Schedule or Document and regardless of whether constituting a breach connection with their employment by Seller of any representation, warranty, covenant or agreement, and any liability representations or obligation of warranties made by Seller other than the Assumed Obligations arising after the Closing Date; provided, however, that Seller shall not be liable for any Claim arising out of or resulting from Buyer's action or failure to act under the TBAthird parties.

Indemnification by Seller. From and after Closing, Seller shall indemnify, defend, indemnify and hold harmless BuyerBuyer and its Affiliates, any officer or director thereofshareholders, members, officers, employees, managers, agents and representatives, and their permitted assigns any Person claiming by or through any of them, as the case may be, from and against any and all Losses, with respect to any and all demandsthe Assets owned, claimscontrolled, actionsor claimed by Seller, suits, proceedings, assessments, judgments, costs, losses, damages, obligations, liabilities, recoveries, deficiencies, and expenses (including interest, penalties and reasonable attorneys' fees) of every kind and description (collectively "Claim") relating to or arising out of: 12.3.1 Any breach or non-performance by Seller of any of its representations, warranties, covenants or agreements set forth in this Agreement or any other Document; or 12.3.2 Except as otherwise provided in the TBA, any debt, liability or obligation of Seller or the Station that arises or results from or is attributable to the operations or business of the Seller or the Station prior to the Closing Date, including but not limited to, liabilities and obligations under Station Agreements to the extent such liabilities and obligations relate to any period before the Closing Date, regardless of whether disclosed in any Schedule or Document and regardless of whether constituting a breach by Seller of any representation, warranty, covenant or agreement, and any liability or obligation of Seller other than the Assumed Obligations arising after the Closing Date; provided, however, that Seller shall not be liable for any Claim arising out of or resulting from: (a) any representations and warranties made by it in this Agreement or in any Transfer Document not being true and accurate in all respects (determined without regard to any materiality or material adverse effect qualification contained therein), when made or at Closing (or, in the case of any representation or warranty made as of a specific date, as of such date); (b) any failure by it to perform in all respects any of its covenants, agreements, or obligations in this Agreement or in any Transfer Document; (c) except to the extent constituting an Assumed Liability, the ownership or operation of the Assets prior to the Effective Time and after the effective date of the Reversion; (d) the Excluded Assets; (e) the Seller Retained Liabilities; and (f) with respect to its Assets, except to the extent constituting an Assumed Liability, any violation of any Environmental Law to the extent attributable to actions occurring or conditions existing on or prior to the Effective Time and after the effective date of the Reversion. If, by reason of the claim of any third Person relating to any of the matters subject to such indemnification, a Lien is placed or made upon any of the properties or assets owned or leased by Buyer or any other Indemnitee under this Section 11.2, in addition to any indemnity obligation of Seller under this Section, the applicable Seller Entity shall furnish a bond sufficient to obtain the prompt release thereof within ten (10) days after receipt from Buyer's action or failure to act under the TBABuyer of notice thereof.

Indemnification by Seller. Seller shall indemnifyagrees to indemnify each Purchaser and its Affiliates and each of their respective Representatives (collectively, defend“Purchaser Related Parties”), from, and hold each of them harmless Buyer, any officer or director thereof, and their permitted assigns with respect to against any and all demands, claims, actions, suits, proceedingsproceedings (including any investigations, assessmentslitigation or inquiries), judgmentsdemands, and causes of action, and, in connection therewith, and promptly upon demand, pay or reimburse each of them for all reasonable costs, losses, liabilities, damages, obligationsor expenses of any kind or nature whatsoever, liabilitiesincluding, recoverieswithout limitation, deficienciesthe reasonable fees and disbursements of counsel and all other reasonable expenses incurred in connection with investigating, and expenses (including interestdefending or preparing to defend any such matter that may be incurred by them or asserted against or involve any of them as a result of, penalties and reasonable attorneys' fees) of every kind and description (collectively "Claim") relating to or arising out of: 12.3.1 Any , or in any way related to the breach or non-performance by Seller of any of its the representations, warranties, warranties or covenants or agreements set forth in this Agreement or any other Document; or 12.3.2 Except as otherwise provided in the TBA, any debt, liability or obligation of Seller contained herein, provided such claim for indemnification relating to a breach of a representation or the Station that arises or results from or warranty is attributable to the operations or business of the Seller or the Station made prior to the Closing Dateexpiration of such representation or warranty. Furthermore, including but not limited toSeller agrees that it will indemnify and hold harmless each Purchaser and Purchaser Related Parties from and against any and all claims, demands or liabilities and obligations under Station Agreements to the extent such liabilities and obligations relate to any period before the Closing Datefor broker’s, regardless of whether disclosed in any Schedule finder’s, placement or Document and regardless of whether constituting a breach other similar fees or commissions incurred by Seller or alleged to have been incurred by Seller in connection with the sale of any representation, warranty, covenant of the Purchased Units or agreement, and any liability or obligation the consummation of Seller other than the Assumed Obligations arising after the Closing Date; provided, however, that Seller shall not be liable for any Claim arising out of or resulting from Buyer's action or failure to act under the TBAtransactions contemplated by this Agreement.

Indemnification by Seller. The Seller shall indemnify, defend, indemnify and hold harmless BuyerBuyer and its successors, any officer or director thereofassigns, members, personnel, representatives, affiliates, and their permitted assigns with respect to agents (the “Buyer Indemnified Parties”) from and against any and all demandsdamages, losses, obligations, liabilities, claims, actionsencumbrances, suitspenalties, costs and expenses (including costs of investigation and defense and reasonable attorneys’ fees and expenses) (each, an “Indemnity Loss”), directly or indirectly arising from or relating to: (a) any breach or alleged breach or non-fulfillment of any of the representations and warranties of Seller in this Agreement or any certificate, document, schedule, exhibit, or instrument executed in connection herewith or therewith; (b) any breach or alleged breach by the Seller of or failure by the Seller to comply with any covenants or obligations of Seller in this Agreement or any certificate, document, schedule, or instrument executed in connection herewith or therewith, including, without limitation, any failure of Seller to pay, satisfy or discharge any Excluded Liability; (c) any liability of Seller or liabilities relating to the Purchased Assets or the operations of the Business of Seller as relates to the Purchased Assets arising out of transactions entered into or events occurring prior to the Closing, including but not limited to any successor liability or responsible officer liability asserted against Buyer (or its personnel or other representatives) for Taxes or otherwise relating to events occurring prior to the Closing; and (d) any and all proceedings, assessments, judgments, costsdemands, losses, damages, obligationspenalties, liabilitiesassessments, recoveriesaudits, deficiencies, and expenses (including interest, penalties and reasonable attorneys' fees) of every kind and description (collectively "Claim") relating to or judgments arising out of: 12.3.1 Any breach or non-performance by Seller of any of its representations, warranties, covenants or agreements set forth in this Agreement or any other Document; or 12.3.2 Except as otherwise provided in the TBA, any debt, liability or obligation of Seller or the Station that arises or results from or is attributable to the operations or business of the Seller or the Station prior to the Closing Date, including but not limited to, liabilities and obligations under Station Agreements to the extent such liabilities and obligations relate to any period before the Closing Date, regardless of whether disclosed in any Schedule or Document and regardless of whether constituting a breach by Seller of any representation, warranty, covenant or agreement, and any liability or obligation of Seller other than the Assumed Obligations arising after the Closing Date; provided, however, that Seller shall not be liable for any Claim arising out of or resulting from Buyer's action or failure to act under the TBAforegoing.

Indemnification by Seller. Seller shall indemnifyindemnify and save Buyer, defendits subsidiaries, affiliated and/or controlled companies, as well as each of their respective officers, directors, agents, and hold employees, harmless Buyerfrom and against all loss, any officer liability, damages, claims for damages, settlements, judgments or director thereofexecutions, including costs, expenses and reasonable attorneys’ fees and costs (collectively, “Losses”) to the extent arising from sales of Products manufactured and supplied by Seller to Buyer on and after the Effective Date, and their permitted assigns with respect to defend such persons or entities from any and all third party demands, claims, actions, suits, proceedingsprosecutions or other such claims arising from sales of such Products on and after the Effective Date (“Third Party Claims”) based on, assessments, judgments, costs, losses, damages, obligations, liabilities, recoveries, deficiencies, and expenses (including interest, penalties and reasonable attorneys' feesi) of every kind and description (collectively "Claim") relating actual or alleged injury to person or property or death occurring to any person whatsoever arising out of: 12.3.1 Any breach or non-performance by Seller of any of its representations, warranties, covenants or agreements set forth in this Agreement or any other Document; or 12.3.2 Except as otherwise provided in the TBA, any debt, liability or obligation of Seller under this Agreement, out of possession, use of, or the Station that arises or results from or is attributable to the operations or business consumption by, any person of the Product supplied by Seller to Buyer under this Agreement, (ii) any actual or alleged injury to person or property or death occurring to any of Seller’s employees, agents or any individual on Seller’s premises, (iii) the Station prior Product (including the manufacture or distribution thereof) infringes upon the intellectual property rights of any other person or entity (including patents, trademarks, copyrights or trade secrets), (iv) any alleged breach of Seller’s representations and warranties contained herein, (v) the content or manner of any nutritional ingredient labeling information provided by Seller in connection with the Product, and (vi) provided, however, as to the Closing Date(iii) and (v), including but not limited to, liabilities and obligations under Station Agreements that Seller will have no liability to the extent such liabilities and obligations relate to any period before the Closing Date, regardless of whether disclosed in any Schedule or Document and regardless of whether constituting a breach by Seller of any representation, warranty, covenant or agreement, and any liability or obligation of Seller other than the Assumed Obligations arising after the Closing Date; provided, however, that Seller shall not be liable for any Claim arising claim arises out of the incorporation of designs, raw materials, packaging or resulting from Buyer's action or failure to act under labeling provided and approved by Buyer for the TBAProducts.

Indemnification by Seller. Seller shall indemnifyindemnify Textura Parent, defendPurchaser and their respective Affiliates (each a “Purchaser Indemnified Party”) against, and hold each of them harmless Buyerfrom, any officer or director thereof, and their permitted assigns with respect to any and all demandsLosses incurred or suffered by, claimsor asserted against, actions, suits, proceedings, assessments, judgments, costs, losses, damages, obligations, liabilities, recoveries, deficiencies, and expenses (including interest, penalties and reasonable attorneys' fees) any of every kind and description (collectively "Claim") them relating to or arising out ofof or in connection with any of the following: 12.3.1 Any (a) any breach of or non-performance any inaccuracy in any representation or warranty made by Seller of any of its representations, warranties, covenants or agreements set forth in this Agreement or any other Document; orRelated Agreement or any document delivered by Seller at the Closing; 12.3.2 Except as otherwise provided in the TBA, (b) any debt, liability breach of or failure by Seller to perform any covenant or obligation of Seller set out in this Agreement or any Related Agreement or any document delivered by Seller at the Closing; (c) any of the Excluded Assets or the Station that arises Retained Liabilities or, other than the Assumed Liabilities, any other Liabilities relating to or results from arising out of the ownership or is attributable operation of the Business on or prior to the operations Closing Date or business of the any other actions by Seller on or the Station prior to the Closing Date; (d) without limitation of any rights or remedies of the Purchaser Indemnified Parties under the Other Closing Matters Agreement, including but not limited to, liabilities and obligations under Station Agreements to the extent such liabilities and obligations relate to any period before the Closing Date, regardless breach of whether disclosed or inaccuracy in any Schedule representation or Document and regardless warranty made by Seller, any of whether constituting a the Unitholders or any of the Other Affiliated Entities in the Other Closing Matters Agreement; (e) without limitation of any rights or remedies of the Purchaser Indemnified Parties under the Other Closing Matters Agreement, any breach of or failure by Seller, any of the Unitholders or any of the Other Affiliated Entities to perform any covenant or obligation set out in the Other Closing Matters Agreement; and (f) Any violation by Seller or any of the Other Affiliated Entities of any representation, warranty, covenant or agreementExport Control Law, and any liability or obligation of Seller Proceeding alleging any such violation, and any other than the Assumed Obligations arising after the Closing Date; provided, however, that Seller shall not be liable for any Claim Loss otherwise arising out of or resulting from Buyer's action relating to any sale or failure license of any Product or Software by Seller or any of the Other Affiliated Entities to act under the TBAany Person in Cuba, Iran, North Korea, Sudan or Syria.

Indemnification by Seller. The Seller covenants and agrees with the Buyer and the Guarantor that it shall indemnifyindemnify the Buyer and the Guarantor and their owners, defenddirectors, and officers, and their successors and assigns, heirs and legal representatives, and the owners, directors, and officers, of any such successors and assigns, and hold them harmless Buyerfrom, any officer or director thereof, against and their permitted assigns with in respect to of any and all demands, claims, actions, suits, proceedings, assessments, judgments, costs, losses, damages, obligationsclaims, liabilities, recoveriesfines, deficienciespenalties, damages and expenses (including interest, penalties interest which may be imposed in connection therewith and reasonable attorneys' feescourt costs and fees and disbursements of counsel) of every kind and description (collectively hereinafter referred to as "ClaimClaims") arising out of or with respect to: a. any liabilities or obligations of the Seller or any of its Subsidiaries other than the Assumed Liabilities, including without limitation any and all liabilities arising out of or relating to the operation of the Business on or prior to the Appointment Time, any and all liabilities arising out of: 12.3.1 Any breach of or non-performance relating to the employment by the Seller of any of its employees or the termination of such employment; b. any breach of any of the representations, warranties, covenants or agreements set forth made by the Seller in this Agreement or in any other Documentagreement or certificate executed and delivered by the Seller pursuant hereto; orand 12.3.2 Except as otherwise provided in the TBA, c. any debt, liability litigation or obligation of Seller or the Station that arises or results from or is threatened litigation attributable to the operations representations set forth in Sections 4.1 or business 4.4 not being true in all respects (or litigation or threatened litigation for which no cause of the Seller action would exist if such representations are true and correct) or the Station prior commenced by any person not a party to the Closing Datethis Agreement, including but not limited to, liabilities and obligations under Station Agreements to the extent such liabilities and obligations relate to any period before the Closing Date, regardless of whether disclosed in any Schedule or Document and regardless of whether constituting a breach by Seller of any representation, warranty, covenant or agreement, and any liability or obligation of Seller other than the Assumed Obligations arising after the Closing Date; provided, however, that Seller shall not be liable for any Claim arising out of or resulting from BuyerSeller's action or failure to act under the TBAshareholders.

Indemnification by Seller. From and after the Closing, subject to the provisions of this ARTICLE IX, Seller shall indemnifyindemnify Purchaser, defendits Affiliates (including the Company), and each of their respective Representatives, successors, and assigns (each, a “Purchaser Indemnified Party”) against, be liable to Purchaser Indemnified Parties for, and hold each Purchaser Indemnified Party harmless Buyer, any officer or director thereof, and their permitted assigns with respect to from any and all demandsLosses suffered or incurred by such Purchaser Indemnified Party as a result of, claims, actions, suits, proceedings, assessments, judgments, costs, losses, damages, obligations, liabilities, recoveries, deficiencies, and expenses (including interest, penalties and reasonable attorneys' fees) of every kind and description (collectively "Claim") relating to or arising out of, or relating to: 12.3.1 Any (a) any breach of or non-performance inaccuracy in any representation or warranty made by Seller in ARTICLE III or in any certificate delivered pursuant to this Agreement; (b) any breach of or failure by Seller to perform any covenant or agreement of its representations, warranties, covenants or agreements Seller contained in this Agreement; (c) any (i) Closing Date Indebtedness of the Company outstanding as of the Closing and not taken into account in calculating Closing Date Indebtedness for purposes of the Final Consideration and (ii) Indebtedness outstanding as of the date of this Agreement and not set forth on Schedule 3.7(d)(i); (d) any Transaction Expenses not taken into account in this Agreement or calculating the Final Consideration; (e) any other DocumentSeller Employee Misclassification Costs; orand 12.3.2 Except as otherwise provided in the TBA, (f) any debt, liability or obligation of Seller or the Station that arises or results from or is attributable to the operations or business of the Seller or the Station prior to the Closing Date, including but not limited to, liabilities Specific Litigation and obligations under Station Agreements to the extent such liabilities and obligations relate to any period before the Closing Date, regardless of whether disclosed in any Schedule or Document and regardless of whether constituting a breach by Seller of any representation, warranty, covenant or agreement, and any liability or obligation of Seller other than the Assumed Obligations arising after the Closing Date; provided, however, that Seller shall not be liable for any Claim arising out of or resulting from Buyer's action or failure to act under the TBASettlement Proceedings Costs.

Indemnification by Seller. Seller shall indemnifySeller, defendjointly and severally, agree to indemnify and hold harmless defend (at Xxxxx’s request) Buyer, any officer or director thereofits affiliates (including, after Closing, Company) and respective stockholders, members, partners, directors, managers, advisors, employee and agents and their permitted successors and assigns with respect (collectively, “Buyer Indemnified Parties”) against and agrees to hold each of them harmless from any and all demands, claims, actions, suits, proceedings, assessments, judgments, costs, losses, damages, obligations, liabilities, recoveries, deficiencies, and expenses (including interest, penalties and reasonable attorneys' fees) of every kind and description (collectively "Claim") relating to Damages incurred or suffered by any Buyer Indemnified Parties arising out ofof or related to: 12.3.1 Any (a) any breach or non-performance inaccuracy of any representation or warranty made by Seller of any of its representations, warranties, covenants or agreements set forth Company in this Agreement or any other Document; oragreement delivered in connection herewith; 12.3.2 Except as otherwise provided in (b) the TBA, any debt, liability or obligation of breach by Seller or the Station that arises Company of any covenant or results from agreement contained in this Agreement or is attributable to the operations or business agreement delivered in connection herewith; (c) any action by any Regulatory Authority arising solely out of the operation of the Business by Seller or the Station prior to the Closing Date, including but not limited to, liabilities and obligations under Station Agreements ; or (d) any (i) Taxes (or the non-payment thereof) of Company for any Tax period that ends on or prior to the extent such liabilities Closing Date and obligations relate to the portion of any Tax period that begins before the Closing Date and ends after the Closing Date ending on the Closing Date, regardless (ii) any Tax of whether disclosed in any Schedule another Person imposed on Company as a result of an act or Document and regardless transaction occurring prior to the Closing or as the result of whether constituting being a breach by Seller member of any representationa consolidated, warranty, covenant combined or agreementunified group prior to the Closing, and (iii) any liability costs, expenses or obligation of Seller other than the Assumed Obligations arising after the Closing Date; provided, however, that Seller shall not be liable for any Claim arising out of or resulting from Buyer's action or failure Damages with respect to act under the TBATaxes indemnified pursuant to this Section 10.1(d).

Indemnification by Seller. Following the Closing, but subject to the provisions of this ARTICLE 5, Seller shall indemnify, defend, defend and hold harmless Buyer, any officer or director thereofBuyer and its Affiliates, and its and their permitted assigns with respect to respective officers, directors, employees and agents (collectively, “Buyer Indemnitees”) from and against any and all demands, claims, actions, suits, proceedings, assessments, judgments, costs, losses, damages, obligations, liabilities, recoveries, deficiencies, and expenses (including interest, penalties and reasonable attorneys' fees) of every kind and description (collectively "Claim") relating to or Losses incurred by any Buyer Indemnitee arising out ofof or related to: 12.3.1 Any (a) any breach of any of the representations or non-performance warranties made by Seller in this Agreement or any Ancillary Agreement, other than any Ancillary Agreement that contains separate indemnification provisions; (b) any failure of Seller to perform or any breach by Seller of any of its representationscovenants, warranties, covenants agreements or agreements set forth obligations contained in this Agreement or any other Document; or 12.3.2 Except as otherwise provided in the TBA, any debt, liability or obligation of Seller or the Station that arises or results from or is attributable to the operations or business of the Seller or the Station prior to the Closing Date, including but not limited to, liabilities and obligations under Station Agreements to the extent such liabilities and obligations relate to any period before the Closing Date, regardless of whether disclosed in any Schedule or Document and regardless of whether constituting a breach by Seller of Ancillary Agreement; (c) any representation, warranty, covenant or agreement, and any liability or obligation Excluded Liability; (d) all Taxes of Seller other than Apportioned Obligations for the Assumed Post-Closing Tax Period; (e) any failure of Seller to pay Transfer Taxes or Apportioned Obligations arising after the Closing Dateallocated to Seller under Section 4.10.1; (f) Section 6.11; (g) any claim listed on Schedule 5.1.1(g); providedor (h) any fees or commissions incurred or owed by Seller to any broker, howeverfinder, that Seller shall not be liable for any Claim arising out investment banker or financial advisor acting or who has acted on behalf of or resulting from Buyer's action or failure to act under based upon arrangements made by Seller in connection with the TBAtransactions contemplated by this Agreement.

Indemnification by Seller. Subject to the limitations set forth in Section 11.3 hereof, Seller shall indemnify, defend, indemnify and hold harmless Buyer, any officer or director thereofBuyer and its Affiliates, and its and their permitted assigns respective officers, directors, employees, agents, or independent contractors (collectively, “Buyer Indemnified Parties”), from and against any and all losses, liabilities, damages, costs (including, without limitation, court costs and costs of appeal) and expenses (including, without limitation, reasonable attorneys’ fees and fees of expert consultants and witnesses) that such Buyer Indemnified Party incurs as a result of, or with respect to (i) any and all demands, claims, actions, suits, proceedings, assessments, judgments, costs, losses, damages, obligations, liabilities, recoveries, deficiencies, and expenses (including interest, penalties and reasonable attorneys' fees) misrepresentation or breach of every kind and description (collectively "Claim") relating to or arising out of: 12.3.1 Any breach or non-performance warranty by Seller of under this Agreement, (ii) any breach by Seller of, or any failure by Seller to perform, any covenant or agreement of, or required to be performed by, Seller under this Agreement, (iii) any of its representationsthe Excluded Liabilities, warranties, covenants (iv) any actual or agreements set forth in this Agreement or any other Document; or 12.3.2 Except as otherwise provided in the TBA, any debt, liability or obligation alleged violation of Seller or the Station that arises or results from or is attributable to the operations or business of law by the Seller or the Station prior to the Closing DateEntities, including but not limited toto violations of federal or state laws regulating fraud such as the federal Anti-Kickback Law, liabilities the Xxxxx Law, and obligations under Station Agreements the False Claims Act, in connection with which Buyer or its Affiliates incurs liability as a result of Buyer’s assumption of a Seller Entity provider number or provider agreement, (v) any claim made by a third party with respect to the extent such liabilities and obligations relate operation of the Facilities or acts or omissions of the Seller Entities prior to any period before the Closing Date, regardless of whether disclosed in any Schedule or Document and regardless of whether constituting a breach by Seller of any representation, warranty, covenant or agreementEffective Time, and (vi) any liability claim made by a third party against Buyer or obligation any of Seller other than the Assumed Obligations arising after Buyer Entities with respect to the Closing Date; providedoperation, however, acts or omissions of the Partial Subsidiary prior to the Effective Time that Seller shall is not be liable for borne by the Partial Subsidiary or covered by the Partial Subsidiary’s insurance policies (not including any Claim arising out diminution in the value of or resulting from Buyer's action or failure to act under the TBAPartial Subsidiary).

Indemnification by Seller. Subject to the other terms and conditions of this ARTICLE VII, Seller shall indemnifyindemnify and defend Buyer and its Representatives (collectively, defendthe “Buyer Indemnitees”) against, and shall hold each of them harmless Buyerfrom and against, and shall pay and reimburse each of them for, any officer and all Losses incurred or director thereofsustained by, and their permitted assigns or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to or by reason of: (a) any inaccuracy in or breach of any of the representations or warranties of Seller contained in this Agreement, the other Transaction Documents or in any certificate or instrument delivered by or on behalf of Seller pursuant to this Agreement; (b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Seller pursuant to this Agreement; (c) any Excluded Asset or any Excluded Liability, including any Liability under the Existing Contracts; (d) any Taxes attributable to Seller, the Business, or any of the Purchased Assets for any Pre-Closing Tax Period or with respect to any and all demandsproperty or business activities of Seller not related to the Business, claimswhether or not attributable to a taxable period ending before the Closing Date; and (e) any Third Party Claim based upon, actions, suits, proceedings, assessments, judgments, costs, losses, damages, obligations, liabilities, recoveries, deficiencies, and expenses (including interest, penalties and reasonable attorneys' fees) of every kind and description (collectively "Claim") relating to resulting from or arising out of: 12.3.1 Any breach of the business, operations, properties, assets or non-performance by obligations of Seller of or any of its representationsAffiliates conducted, warranties, covenants existing or agreements set forth in this Agreement arising on or any other Document; or 12.3.2 Except as otherwise provided in the TBA, any debt, liability or obligation of Seller or the Station that arises or results from or is attributable to the operations or business of the Seller or the Station prior to the Closing Date, including but not limited to, liabilities and obligations under Station Agreements to the extent such liabilities and obligations relate to any period before the Closing Date, regardless of whether disclosed in any Schedule or Document and regardless of whether constituting a breach by Seller of any representation, warranty, covenant or agreement, and any liability or obligation of Seller other than the Assumed Obligations arising after the Closing Date; provided, however, that Seller shall not be liable for any Claim arising out of or resulting from Buyer's action or failure to act under the TBA.

Indemnification by Seller. From and after Closing, Seller shall indemnify, defend, indemnify and hold harmless Buyer, any officer or director thereofits shareholders, officers, directors, employees, agents and legal representatives, and their permitted assigns any Person claiming by or through any of them, as the case may be, from and against any and all Losses arising out of or resulting from: (a) Any representation or warranty made by Seller in this Agreement or in any closing document executed by Seller (b) Subject to the proviso set forth below in this Section, any failure by Seller to perform in all material respects any of its covenants, agreements or obligations under this Agreement to be performed at or prior to Closing; and (c) All liabilities of Seller relating to the System that are not Assumed Liabilities, including all Retained Liabilities. Provided that no claim for indemnification may be made after Closing with respect to any and all demands, claims, actions, suits, proceedings, assessments, judgments, costs, losses, damages, obligations, liabilities, recoveries, deficiencies, and expenses (including interest, penalties and reasonable attorneys' fees) of every kind and description (collectively "Claim") relating to or arising out of: 12.3.1 Any breach or non-performance by Seller of any of its representations, warranties, covenants or agreements set forth in this Agreement or any other Document; or 12.3.2 Except as otherwise provided in the TBA, any debt, liability or obligation of Seller or the Station that arises or results from or is attributable to the operations or business of the Seller or the Station prior to the Closing Date, including but not limited to, liabilities and obligations under Station Agreements to the extent such liabilities and obligations relate to any period before the Closing Date, regardless of whether disclosed in any Schedule or Document and regardless of whether constituting a breach by Seller of any representation, warranty, covenant or agreementagreement by Seller that was disclosed in the Closing certificate from Seller referred to in Section 6.2(c) hereof. If, and by reason of a claim of any liability third party relating to any of the matters subject to such indemnification, a Lien is placed or made upon any of the properties or assets owned or leased by Buyer or any other Indemnitee under this Section, in addition to any indemnity obligation of Seller other than the Assumed Obligations arising after the Closing Date; providedunder this Section, however, that Seller shall not be liable for any Claim arising out furnish a bond sufficient to obtain the prompt release thereof within ten days after receipt from Buyer of or resulting from Buyer's action or failure to act under the TBAwritten notice thereof.

Indemnification by Seller. Subject to the provisions of this ARTICLE 7, Seller hereby covenants and agrees with Buyer that Seller shall indemnifyindemnify Buyer, defendits owners, officers and employees, and post-Closing, TeamGlobal, and each of their respective Representatives, successors and assigns (individually, a “Buyer Indemnified Party”), and hold them harmless Buyerfrom, any officer or director thereof, against and their permitted assigns with in respect to of any and all demandsLosses incurred or sustained by, claimsor imposed upon any Buyer Indemnified Party resulting from or related to, actions, suits, proceedings, assessments, judgments, costs, losses, damages, obligations, liabilities, recoveries, deficiencies, and expenses (including interest, penalties and reasonable attorneys' fees) of every kind and description (collectively "Claim") relating to or arising out of: 12.3.1 Any , or based upon: (i) any inaccuracy or breach or non-performance by Seller of any representation or warranty of its representations, warranties, covenants or agreements set forth Seller in this Agreement or in any other Documentinstrument or certificate delivered by or on behalf of Seller pursuant to this Agreement; or 12.3.2 Except as otherwise provided in (ii) the TBAnon-fulfillment or breach of any agreement, any debt, liability covenant or obligation by Seller made in this Agreement (including without limitation any Exhibit or Schedule hereto and any certificate or instrument delivered in connection herewith); (iii) Income Taxes of Seller TeamGlobal for any taxable period beginning on or the Station that arises after October 1, 2017 and ending on or results from or is attributable to the operations or business of the Seller or the Station prior to the Closing Date, including but not limited to, liabilities and obligations under Station Agreements to the extent such liabilities and obligations relate to any period before the Closing Date; (iv) Transaction Expenses (if any) not paid prior to Closing; or (v) fraud or intentional misrepresentations of Seller. For the avoidance of doubt, regardless of whether disclosed in any Schedule or Document and regardless of whether constituting a breach by Seller of any representation, warranty, covenant or agreement, and any liability or obligation of Seller other than the Assumed Obligations arising after the Closing Date; providedClosing, however, that Seller shall not be liable have any obligations to indemnify or reimburse Buyer or TeamGlobal for any Claim arising out of assessment against TeamGlobal or resulting from Buyer's action or failure Buyer relating to act under the TBAany payroll Taxes.

Indemnification by Seller. Subject to the other terms and conditions of this Article VII, Seller shall indemnifyindemnify Buyer and its Affiliates and any officers, defenddirectors, managers, employees or agents thereof (each a “Buyer Indemnified Person”) against, and will compensate and reimburse Buyer for, and shall hold each Buyer Indemnified Person harmless Buyerfrom and against, any officer and all Losses incurred or director thereofsustained by, and their permitted assigns or imposed upon, such Buyer Indemnified Person (regardless of whether or not such Losses relate to any third-party claim) based upon, arising out of, with respect to any and all demands, claims, actions, suits, proceedings, assessments, judgments, costs, losses, damages, obligations, liabilities, recoveries, deficiencies, and expenses (including interest, penalties and reasonable attorneys' fees) of every kind and description (collectively "Claim") relating to or arising out by reason of: 12.3.1 Any (a) any inaccuracy in or breach or non-performance by Seller of any of its representations, warranties, covenants the representations or agreements set forth warranties of Seller contained in this Agreement or any other Transaction Document; (b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Seller pursuant to this Agreement or any Transaction Document; or 12.3.2 Except (c) any and all Taxes imposed on a Company Group Entity for any Pre-Closing Tax Period (as otherwise provided determined in the TBA, any debt, liability or obligation of Seller or the Station that arises or results from or is attributable to the operations or business of the Seller or the Station prior to the Closing Date, including but not limited to, liabilities and obligations under Station Agreements to the extent such liabilities and obligations relate to any period before the Closing Date, regardless of whether disclosed in any Schedule or Document and regardless of whether constituting a breach by Seller of any representation, warranty, covenant or agreement, and any liability or obligation of Seller other than the Assumed Obligations arising after the Closing Dateaccordance with Section 6.09(c) for Straddle Periods); provided, however, (i) only if and to the extent that Seller such Taxes are not taken into account in the Final Net Working Capital, and (ii) Buyer Indemnified Persons shall not be liable for indemnified and held harmless from and against any Claim arising out Losses incurring as a result of or resulting relating to any Taxes arising from Buyer's action (A) transactions occurring on the Closing Date after the Closing outside the ordinary course of business, or failure (B) an election under Section 338 of the Code (or any corresponding or similar provision under state, local or foreign Tax Law) with respect to act under the TBApurchase of the Shares pursuant to this Agreement.

Indemnification by Seller. Subject to the provisions of this Article XII, from and after the Closing, Seller shall indemnify, defend, covenants and agrees to indemnify and hold harmless Buyer, any officer or director thereofPurchaser and its Affiliates (including the Company), and their permitted assigns respective officers, directors, managers, equityholders, employees and agents (collectively, the “Purchaser Indemnitees”), from and against any and all Adverse Consequences incurred or suffered by the Purchaser Indemnitees to the extent arising or resulting from any of the following: (a) any inaccuracy in or breach of, or, with respect to a third-party claim, any and all demands, claims, actions, suits, proceedings, assessments, judgments, costs, losses, damages, obligations, liabilities, recoveries, deficiencies, and expenses (including interest, penalties and reasonable attorneys' fees) of every kind and description (collectively "Claim") relating to or arising out of: 12.3.1 Any alleged breach or non-performance by inaccuracy of, any representation or warranty of Seller of any of its representations, warranties, covenants or agreements set forth in this Agreement or any Transaction Document, in each case, determined without giving effect to any qualification or limitation as to materiality, Material Adverse Change or words of similar import contained in any such representation or warranty (other Documentthan with respect to (i) the terms “Material Customers” or “Material Suppliers” and (ii) the representation and warranty contained in Section 7.14(e)); (b) any breach of any covenant or agreement of Seller, Equityholders or Truline set forth herein or in any document or certificate delivered by Seller, Equityholder, Truline or any of their Affiliates in connection with this Agreement (excluding the Employment and Non-Compete Agreement); (c) any breach of any covenant or agreement of the Company set forth herein or in any document or certificate delivered by the Company in connection with this Agreement, in each case, to be performed or complied with by the Company at or prior to the Closing; (d) any Retained Liabilities; (e) any Retained Assets; or 12.3.2 Except as otherwise provided in (f) the TBA, any debt, liability or obligation of Seller or the Station that arises or results from or is attributable to the operations or business of the Seller or the Station prior to the Closing Date, including but not limited to, liabilities and obligations under Station Agreements to the extent such liabilities and obligations relate to any period before the Closing Date, regardless of whether disclosed in any Schedule or Document and regardless of whether constituting a breach by Seller following Taxes: (i) Seller’s allocable share of any representationTransfer Taxes (and related out-of-pocket expenses), warrantyin each case, covenant or agreement, as determined pursuant to Section 2.9; and (ii) any liability or obligation of Seller other than the Assumed Obligations arising after the Closing Date; provided, however, that Seller shall not be liable for any Claim arising out of or resulting from Buyer's action or failure to act under the TBARetained Taxes.

Indemnification by Seller. Seller shall indemnifyThe Sellers hereby indemnify and agree to hold the Buyer and the Company harmless on an after-tax basis from, defendagainst, and hold harmless Buyer, in respect of (and shall on demand reimburse any officer or director thereof, and their permitted assigns with respect to any such entity for): (a) Any and all demandsloss, claimsliability, or damage suffered or incurred by Buyer or Company by reason of any untrue representation, breach of warranty or nonfulfillment of any covenant or agreement by Seller contained in this Agreement or in any certificate delivered to Buyer pursuant hereto; (b) Any and all taxes payable by Buyer or Company or any entity with which any of the foregoing are consolidated attributable to the business and operations of Company for periods prior to the Closing; and (c) Any and all actions, suits, proceedings, claims, demands, assessments, judgments, costs, losses, damages, obligations, liabilities, recoveries, deficiencies, costs and expenses (including interestwithout limitation, penalties reasonable legal fees and reasonable attorneys' fees) of every kind and description (collectively "Claim") relating expenses, incident to or arising out of: 12.3.1 Any breach or non-performance by Seller of any of its representationsthe foregoing or incurred in attempting to oppose the imposition thereof or in connection with any investigation thereof, warrantiesor in enforcing this indemnity, covenants or agreements set forth in this Agreement or any other Document; or 12.3.2 Except as otherwise provided in the TBA, any debt, liability or obligation of Seller or the Station that arises or results from or is attributable to the operations or business of the Seller or the Station prior to the Closing Date, including but not limited to, liabilities and obligations under Station Agreements to the extent such liabilities and obligations relate to any period before the Closing Date, regardless of whether disclosed in any Schedule or Document and regardless of whether constituting a breach by Seller of any representation, warranty, covenant or agreement, and any liability or obligation of Seller other than the Assumed Obligations arising after the Closing Date; provided, however, that Seller shall not be liable for any Claim no claim arising out of a breach of any representation or resulting from warranty made by Seller in this Agreement shall be asserted by Buyer against the Sellers under this Paragraph 8.1 unless written notice of such claim setting forth in reasonable detail the nature thereof shall have been given to the Sellers prior to the termination, if any, of the survival period relating to such claim as provided in Paragraph 8.3. (d) In connection with any registration in which the Sellers are participating, the Sellers agree to hold harmless and defend the Buyer's action , each of its directors and officers who sign the registration statement, each person, if any, who controls the Buyer within the meaning of the 1934 Act or failure to act under the TBA.1940 Act (collectively and together "Indemnified Party"), against any actions, suits, proceedings, claims, demands, assessments, judgements, costs and expenses

Indemnification by Seller. Seller shall indemnifyindemnify Buyer and its subsidiaries (including, defendafter the Closing, the Company) and their respective directors, offices, employees, agents and representatives (each an “Indemnified Buyer Party” and collectively the “Indemnified Buyer Parties”) in respect of, and hold harmless Buyereach of the Indemnified Buyer Parties against, any officer or director thereof, and their permitted assigns with respect to any and all demandsLosses incurred or suffered by the Indemnified Buyer Parties resulting from, claims, actions, suits, proceedings, assessments, judgments, costs, losses, damages, obligations, liabilities, recoveries, deficiencies, and expenses (including interest, penalties and reasonable attorneys' fees) of every kind and description (collectively "Claim") relating to or arising out ofconstituting: 12.3.1 Any (a) any breach of or non-performance by Seller inaccuracy in, as of any the date of its representations, warranties, covenants or agreements set forth in this Agreement or as of the Closing Date, of any other Document; or 12.3.2 Except as otherwise provided in the TBA, any debt, liability representation or obligation warranty of Seller or the Station that arises or results from or is attributable to the operations or business Company contained in this Agreement, any of the Ancillary Agreements or any other agreement or instrument furnished by Seller or the Station Company to Buyer expressly pursuant to this Agreement, or any Third Party Claim alleging matters that would, if true, constitute such a breach or inaccuracy; (b) any failure to perform any covenant or agreement of Seller or the Company contained in this Agreement, any of the Ancillary Agreements or any agreement or instrument furnished by Seller or the Company to Buyer expressly pursuant to this Agreement, or any Third Party Claim alleging matters that would, if true, constitute such a failure; (c) any claim by Endo relating to DepoDur for any act or omission occurring or any circumstance existing prior to the Closing; (d) any Losses arising out of conditions or events involving noncompliance with or violation of, prior to the Closing, any Permit or Environmental Law relating to wastewater discharge; (e) any claim by Xxxx Capital Partners or any of its Affiliates for any breach after the Closing DateDate of any obligation of Parent, including but not limited toSeller or any of their Affiliates pursuant to any agreement between Parent, liabilities Seller or any of their Affiliates, on one hand, and obligations under Station Agreements Xxxx Capital Partners or any of its Affiliates, on the other hand; (f) any of the claims identified in Schedule 8.1(f); (g) the 401(k) contribution to be made by the Company for 2006, in a total amount of $[**], to the extent (if any) that such liabilities and obligations relate amount is not paid by Parent or Seller at or prior to the Closing; and/or (h) any period before of the Closing Date, regardless of whether disclosed in any Schedule or Document and regardless of whether constituting a breach by Seller of any representation, warranty, covenant or agreement, and any liability or obligation of Seller other than the Assumed Obligations arising after the Closing DateDesignated Amounts; provided, howeverthat the indemnifiable Losses with respect to Designated Amounts shall be limited to the actual out-of-pocket amounts paid by Buyer and/or the Company (up to the actual amount invoiced (in the case of invoiced amounts) and up to the invoiced amount (or the portion thereof) that relates to the amount accrued on Schedule 12.1 (in the case of amounts listed on Schedule 12.1 as accruals and not yet invoiced as of the date hereof), that Seller shall not be liable plus any interest, late fee or similar charge for any Claim arising out of late payment, collection costs, and legal fees for which the Company is responsible or resulting from Buyer's action which the Company is obligated to bear, plus the actual reasonable legal fees and expenses incurred by Buyer and/or the Company in defending or failure responding to act under claims with respect to the TBAdesignated Amounts).

Indemnification by Seller. Subject to the limits set forth in this Article 5, Seller and its successors and assigns shall jointly and severally indemnify, defend, reimburse and hold harmless Buyer, any officer or director thereofBuyer and its Affiliates and their successors and assigns, and their permitted assigns with respect to the officers, directors, employees and agents of any of them, from and against any and all demands, claims, actions, suits, proceedings, assessments, judgments, costs, losses, damages, liabilities, obligations, liabilities, recoveries, deficiencies, and expenses (including interestassessments, penalties and reasonable attorneys' feesinterest, demands, actions and expenses, whether direct or indirect, known or unknown, absolute or contingent (including, without limitation, settlement costs and any legal, accounting and other expenses for investigating or defending any actions or threatened actions) of every kind and description (collectively "ClaimLosses") relating to or reasonably incurred by any such indemnitee, arising out ofof or in connection with any of the following: 12.3.1 Any breach (a) the ownership of the rights before the Closing, except for the Liabilities; (b) any material inaccuracy of any representation or non-performance warranty made by Seller of any of its representations, warranties, covenants or agreements set forth in this Agreement or any other Document; orTransaction Document delivered by Seller, subject to the other terms of this Agreement; 12.3.2 Except as otherwise provided in (c) the TBAmaterial breach of any covenant, any debt, liability agreement or obligation of seller contained in this Agreement or any other Transaction Document delivered by Seller; and (d) any and all Seller Associated Persons' conduct (as defined below) at any time before or after the Closing. Notwithstanding any provision of this section 5.2 to the contrary, Seller and its successors, assigns and Affiliates shall have no obligation or liability with respect to any act, omission or conduct of any of the Buyer Associated Persons in connection with the transactions contemplated by this Agreement or the Station that arises other Transaction Documents or results from the Consolidation Transactions or is attributable to the operations or business any of the Seller or the Station prior to the Closing Date, including but not limited to, liabilities and obligations under Station Agreements to the extent such liabilities and obligations relate to any period before the Closing Date, regardless of whether disclosed in any Schedule or Document and regardless of whether constituting a breach by Seller of any representation, warranty, covenant or agreement, and any liability or obligation of Seller other than the Assumed Obligations arising after the Closing Date; provided, however, that Seller shall not be liable for any Claim arising out of or resulting from Buyer's action or failure to act under the TBAtransactions related thereto ("Buyer Associated Persons' Conduct").

Indemnification by Seller. (a) Seller shall indemnifyindemnify and defend Buyer and its Affiliates and their respective stockholders, defendmembers, managers, officers, directors, employees, agents, successors and assigns (the “Buyer Indemnitees”) against, and shall hold them harmless Buyerfrom, any officer or director thereof, and their permitted assigns with respect to any and all demands, claims, actions, suits, proceedings, assessments, judgments, costs, losses, damages, obligationsclaims (including third party claims), liabilitiescharges, recoveriesinterest, deficienciespenalties, Taxes, and reasonable costs and expenses (including interestlegal, penalties consultant, accounting and reasonable attorneys' other professional fees, and fees and costs incurred in enforcing rights under this Section 10.2 (collectively, “Losses”) of every kind and description (collectively "Claim") relating to or resulting from, arising out of, or incurred by any Buyer Indemnitee in connection with, or otherwise with respect to: 12.3.1 Any breach (i) the failure of any representation and warranty or non-performance other statement by Seller or any member of the Seller Group contained in this Agreement, the Seller Disclosure Schedule or any certificate furnished or to be furnished to Buyer pursuant to this Agreement to be true and correct in all respects as of the date such representations and warranties were made of this Agreement and as of the Closing Date; (ii) any breach of any of its representations, warranties, covenants covenant or agreements set forth in this Agreement or any other Document; or 12.3.2 Except as otherwise provided in the TBA, any debt, liability or obligation agreement of Seller or the Station that arises or results from or is attributable to the operations or business any member of the Seller Group contained in this Agreement, the Seller Disclosure Schedule or the Station prior any certificate furnished or to the Closing Date, including but not limited to, liabilities and obligations under Station Agreements be furnished to the extent such liabilities and obligations relate Buyer pursuant to this Agreement; (iii) any period before the Closing DateExcluded Liability, regardless of whether disclosed in or not the Seller Disclosure Schedule discloses any Schedule or Document and regardless of whether constituting a breach by Seller of any representation, warranty, covenant or agreement, and any liability or obligation of Seller other than the Assumed Obligations arising after the Closing Date; provided, however, that Seller shall not be liable for any Claim arising out of or resulting from Buyer's action or failure to act under the TBA.such Excluded Liability;

Indemnification by Seller. Subject to the other provisions of this Article IX, from and after the Closing, Seller agrees to and shall indemnifyindemnify Purchaser, defendthe Company and each of their respective Representatives, Subsidiaries, direct and indirect parent companies, shareholders, partners, members, managers, officers and directors (the “Purchaser Indemnitees”) and save and hold each of them harmless Buyeragainst any Losses suffered, incurred or paid, directly or indirectly, by them as a result of: (a) any officer failure of any representation or director thereof, and their permitted assigns with respect to any and all demands, claims, actions, suits, proceedings, assessments, judgments, costs, losses, damages, obligations, liabilities, recoveries, deficiencies, and expenses (including interest, penalties and reasonable attorneys' fees) of every kind and description (collectively "Claim") relating to or arising out of: 12.3.1 Any breach or non-performance warranty made by Seller of any of its representations, warranties, covenants or agreements set forth Guarantors in this Agreement or in any other Documentschedule, exhibit or certificate delivered pursuant to this Agreement to be true and correct in all respects on and as of the date of this Agreement and on and as of the Closing Date (except to the extent made with reference to an earlier date, in which case as of such earlier date); or 12.3.2 Except as otherwise provided in the TBA, (b) any debt, liability breach of any covenant or obligation of agreement by Seller or Guarantors contained in this Agreement; (c) all Taxes imposed on the Station that arises or results from or is attributable to the operations or business of the Seller or the Station prior to the Company and its Subsidiary for any Pre-Closing DatePeriod, including but not limited to, liabilities and obligations under Station Agreements to the extent such liabilities and obligations relate to Taxes resulting from any period restructuring activities undertaken by Seller or its Affiliates on or before the Closing Date, regardless of whether Closing; (d) those Taxes imposed on Seller or its Affiliates in accordance with Section 5.10; and (e) the matters disclosed in any Schedule or Document Section 3.22 (Product Liability and regardless Warranty) of whether constituting a breach by the Seller of any representation, warranty, covenant or agreement, and any liability or obligation of Seller other than the Assumed Obligations arising after the Closing DateDisclosure Letter; provided, however, that Seller the Purchaser Indemnitees shall not be liable indemnified for any Claim arising out of liability for Taxes (i) that were included as a liability in calculating Closing Working Capital or (ii) resulting from Buyer's action transactions or failure to act under actions taken by Purchaser, the TBACompany or its Subsidiaries after the Closing.

Indemnification by Seller. From and after Closing, Seller shall indemnify, defend, indemnify and hold harmless Buyer, the Company, the Company Subsidiaries and/or their respective shareholders, directors, officers, employees, agents, successors and/or assigns harmless from and against any officer and all Losses in excess of the amount, if any, reserved or director thereofdeducted for a particular matter in the Closing Price Documents (including any costs of environmental remedies or cleanup) suffered or incurred by any of them which result from or arise out of: (a) Any inaccuracy in or breach of any of the representations or warranties of the Company or the Seller made in this Agreement; (b) Any breach or nonperformance of any of the covenants or other agreements made by Seller or, and their permitted assigns only with respect to obligations thereunder required to be performed prior to or as of the Closing, the Company in or pursuant to this Agreement; (c) Except for claims for Taxes (which shall be governed by Article VIII hereof) and claims relating to any violation of Environmental Laws (which shall be governed by Sections 9.1(a), 9.1(e) and all demands9.1(h)) or covered by the representations and warranties set forth in Section 3.18 (which shall be governed by Sections 9.1(a), claims9.1(e) and 9.1(h)), actionsany claim by any Governmental Authority or any other Person based upon, suitsalleging or arising out of any act, proceedingsomission or occurrence by or relating to the Company and/or the Company Subsidiaries as of or before the Closing, assessmentsincluding, judgmentswithout limitation, costs, losses, damages, obligations, liabilities, recoveries, deficiencies, and expenses (including interest, penalties and reasonable attorneys' fees) of every kind and description (collectively "Claim") any such Loss relating to or arising out of: 12.3.1 Any breach or non-performance by Seller of any claim for nonperformance or breach of its representationsContract or warranty, warranties, covenants worker's compensation or agreements set forth in this Agreement or any other Document; or 12.3.2 Except as otherwise provided in the TBAunemployment compensation, any debt, product liability or obligation personal injury or property damage, any violation of Seller wage hour Laws and/or employee welfare and safety Laws, any violation of employment discrimination Laws, any claim under any Plan relating to events on or before the Station that arises or results from or is attributable Closing Date, and/or any claim for infringement relating to the operations or business Company's and/or any Subsidiary's use of the Seller or the Station any Intellectual Property prior to the Closing Date; (d) Any Taxes to the extent provided in Article VIII; (i) Any violation by the Company or any Company Subsidiary of any Environmental Law either (A) occurring during the Operating Period for the Company or such Company Subsidiary or (B) occurring prior to the Operating Period for the Company or such Company Subsidiary and known by Seller as of the Closing; or (ii) any condition existing or Release occurring on or under any parcel of the Real Estate in violation of any Environmental Law in effect on or before the Closing Date and either (A) resulting from any action or inaction occurring or any condition created during the Operating Period for such parcel, including but not limited or (B) resulting from any action or inaction occurring or any condition created prior to the Operating Period for such parcel and known by the Seller as of the Closing, in each case under clauses (i) and (ii) of this Section 9.1(e), other than any Losses arising out of, attributable to, liabilities or resulting from matters, facts or circumstances disclosed in Section 3.18 of the Company Disclosure Schedule; (f) The operations and/or disposition of the Canadian Subsidiary and/or French Subsidiary prior to, at or after the Closing; (g) The Covered Litigation (provided that Seller shall be permitted to defend the Covered Litigation and obligations shall have authority to resolve the Covered Litigation, subject to the provisions set forth in Section 9.4 hereof); and (i) Any violation by the Company or any Company Subsidiary of any Environmental Law either (A) occurring during the Operating Period for the Company or such Company Subsidiary or (B) occurring prior to the Operating Period for the Company or such Company Subsidiary and known by Seller as of the Closing; or (ii) any condition existing or Release occurring on or under Station Agreements any parcel of the Real Estate in violation of any Environmental Law in effect on or before the Closing Date and either (A) resulting from any action or inaction occurring or any condition created during the Operating Period for such parcel, or (B) resulting from any action or inaction occurring or any condition created prior to the Operating Period for such parcel and known by the Seller as of the Closing, in each case under clauses (i) and (ii) of this Section 9.1(h), only to the extent such liabilities and obligations relate to any period before the Closing DateLosses arise out of, regardless of whether are attributable to, or result from matters, facts or circumstances disclosed in any Section 3.18 of the Company Disclosure Schedule or Document (including in the ERM Reports (as defined in the Company Disclosure Schedule)), and regardless of whether constituting a breach by Seller then only for one half of any representation, warranty, covenant or agreement, and any liability or obligation of Seller other than the Assumed Obligations arising after the Closing Date; provided, however, that Seller shall not be liable for any Claim arising out of or resulting from Buyer's action or failure to act under the TBAsuch Losses.

Indemnification by Seller. Seller shall indemnifywill indemnify in full Buyer and its officers, defendmanagers, employees, agents, members, affiliates and subsidiaries (collectively, the "Buyer Indemnified Parties") and hold them harmless Buyerfrom and against any loss, any officer Liability, deficiency, diminution in value, damage, expense or director thereof, and their permitted assigns with respect to any and all demands, claims, actions, suits, proceedings, assessments, judgments, costs, losses, damages, obligations, liabilities, recoveries, deficiencies, and expenses cost (including interest, penalties penalties, costs of investigation and defense, and reasonable attorneys' fees) legal and other professional fees and expenses), as incurred and whether or not involving a Third Party Action, which any of every kind and description (collectively "Claim") relating to the Buyer Indemnified Parties may suffer, sustain or become subject to, as a direct or indirect result of, or arising out of:from or in connection with any of the following (collectively, "Buyer Losses"): 12.3.1 Any (a) any breach or non-performance by Seller of inaccuracy in any of its representationsthe representations and warranties of Seller contained in this Agreement, warrantiesthe Ancillary Agreements, covenants or agreements set forth in any exhibits, schedules, certificates or other documents delivered or to be delivered by or on behalf of Seller pursuant to the terms hereof or thereof or otherwise referenced or incorporated in this Agreement (collectively, the "Seller Related Documents"); (b) any breach of or failure to perform any covenant, obligation or agreement of Seller contained in this Agreement or any other Documentof the Seller Related Documents; (c) any Liability to the extent it arises from or relates to Seller's operation or ownership of the Business or the Assets prior to the Effective Date, including any Liability for Taxes, but excluding the Assumed Liabilities; or 12.3.2 Except as otherwise provided in the TBA(d) any product or component thereof shipped, or any debtservice provided, liability or obligation of by Seller or the Station that arises or results from or is attributable to the operations or business of the Seller or the Station prior to the Closing DateEffective Date (including any product liability claims), including but not limited to, liabilities and obligations under Station Agreements to the extent such liabilities and obligations relate to any period before the Closing Date, regardless of whether disclosed in any Schedule or Document and regardless of whether constituting a breach by Seller of any representation, warranty, covenant or agreement, and any liability or obligation of Seller other than claims under warranties given in the Assumed Obligations arising after ordinary course of business and which are no broader than the Closing Date; provided, however, that Seller shall not be liable for any Claim arising out of or resulting from Buyer's action or failure warranties referred to act under the TBAin Section 4.18(a).

Indemnification by Seller. Upon the terms and subject to the conditions of this Article XI, Seller shall indemnifyindemnify Purchaser, defendthe Subsidiaries, their Affiliates and each of their respective officers, directors, employees and agents against and hold them harmless Buyerfrom any losses, liabilities, claims, damages or expenses (including costs of investigation and defense and reasonable legal fees and expenses) whether or not involving a third-party claim (collectively, "Claims") suffered or incurred by any officer such indemnified Person arising from, relating to or director thereof, and their permitted assigns with otherwise in respect to of (a) any and all demands, claims, actions, suits, proceedings, assessments, judgments, costs, losses, damages, obligations, obligations and liabilities, recoveriessecured or unsecured, deficiencieswhether absolute, accrued, contingent or otherwise, whether known or unknown and expenses whether or not due (including interest, penalties and reasonable attorneys' fees) of every kind and description (collectively "ClaimLiabilities") relating to or arising out of: 12.3.1 Any breach or non-performance by Seller of any of its representations, warranties, covenants or agreements set forth in this Agreement or any other Document; or 12.3.2 Except as otherwise provided in the TBA, any debt, liability or obligation of Seller or the Station that arises Subsidiaries other than the Assumed Liabilities; (b) any breach of, or results from inaccuracy in, any representation or is attributable warranty of Seller or Subsidiaries in this Agreement (without giving effect to any supplement to the operations Schedules to this Agreement) or business any certificate, instrument or other document delivered pursuant hereto or in connection herewith; (c) any breach of any covenant of Seller or, with respect to the Seller or the Station period prior to the Closing DateClosing, the Subsidiaries, contained in this Agreement; (d) any exercise or attempt to exercise any right of refusal or similar right with respect to the sale of the Subsidiaries, the Business or any portion thereof, including but not limited to, liabilities and obligations under Station Agreements to the extent such liabilities and obligations relate to any period before the Closing Date, regardless such right described on Schedule 2.2; or (e) any claim of whether disclosed in any Schedule or Document and regardless of whether constituting a breach of a software license agreement as a result of the hiring of the FleetShare Employees by Seller of any representation, warranty, covenant or agreement, and any liability or obligation of Seller other than the Assumed Obligations arising after the Closing Date; provided, however, that Seller shall not be liable for any Claim arising out of or resulting from Buyer's action or failure to act under the TBASubsidiaries.

Indemnification by Seller. Following the Closing, Seller shall indemnify, defend, agrees to indemnify and hold harmless Buyer, any officer or director thereof, Buyer and its Affiliates and their permitted assigns with respect to respective Representatives (the “Buyer Indemnified Parties”) from and against any and all demandsDamages incurred by any Buyer Indemnified Party in connection with, claims, actions, suits, proceedings, assessments, judgments, costs, losses, damages, obligations, liabilities, recoveries, deficiencies, and expenses (including interest, penalties and reasonable attorneys' fees) of every kind and description (collectively "Claim") relating to or arising out offrom: 12.3.1 Any 9.2.1 any breach by Seller of any warranty or non-performance the inaccuracy of any representation of Seller contained in this Agreement, the Ancillary Agreements or in any other agreement or instrument contemplated by this Agreement; 9.2.2 any breach by Seller of any of its representations, warranties, Seller’s covenants or agreements set forth contained in this Agreement Agreement, the Ancillary Agreements or in any other Documentagreement or instrument contemplated by this Agreement; 9.2.3 any Excluded Liability; or 12.3.2 Except 9.2.4 any third-party claim to the extent Damages resulting therefrom are (i) as otherwise provided in a result of the TBAuse of, or the research, development, manufacture, commercialization, use or sale of, the BMN-673 or any debt, liability Product by or obligation on behalf of Seller or the Station that arises any of its Affiliates, licensees or results from or is attributable to the operations or business of the Seller or the Station sublicensees prior to the Closing DateDate and (ii) not Damages for which the Seller Indemnitees are entitled to seek indemnification pursuant to Section 9.3. Notwithstanding the foregoing, including but not limited to, liabilities and obligations under Station Agreements the aggregate liability of Seller for Damages paid with respect to the extent such liabilities indemnification described in Section 9.2.1 shall not exceed (a) [*]; and obligations relate to any period before (b) [*], the Closing Date, regardless of whether disclosed in any Schedule or Document and regardless of whether constituting a breach by “Seller of any representation, warranty, covenant or agreement, and any liability or obligation of Seller other than the Assumed Obligations arising after the Closing DateIndemnification Cap”); provided, however, that the Seller Indemnification Cap shall not be liable for apply to the indemnification described in Section 9.2.1 with respect to any Claim Damages arising out of or resulting from Buyer's action or failure to act under the TBAfraud.

Indemnification by Seller. (a) From and after the Closing, and subject to the terms of this Agreement, Seller shall indemnify, defend, indemnify and hold harmless BuyerBuyer and its officers, any officer or director thereofdirectors, members, shareholders, successors and assigns, and their permitted assigns with respect Affiliates (each hereinafter referred to individually as a “Buyer Indemnified Party” and collectively, the “Buyer Indemnified Parties”) against, and reimburse any Buyer Indemnified Party for, all Losses that arise out of, result from or relate to any and all demands, claims, actions, suits, proceedings, assessments, judgments, costs, losses, damages, obligations, liabilities, recoveries, deficiencies, and expenses (including interest, penalties and reasonable attorneys' fees) of every kind and description (collectively "Claim") relating to or arising out ofthe following matters: 12.3.1 Any (i) any failure of any representations or warranties made by Seller Parties in Article IV to be true and correct as of the Agreement Date and as of the Closing Date (or if made as of a specific date, as of such date); (ii) any breach or non-performance failure by Seller of to perform any of its representations, warranties, covenants or agreements set forth contained in this Agreement; (iii) any brokerage or finder’s fees or commissions or similar payments based upon any agreement or understanding made, or alleged to have been made, by any Person with any Seller Party or its respective Affiliates in connection with the Transactions; or (iv) any Excluded Liability. (b) Notwithstanding anything in this Agreement or any other Document; or 12.3.2 Except as otherwise provided in the TBA, any debt, liability or obligation of Seller or the Station that arises or results from or is attributable to the operations or business of the Seller or the Station prior to the Closing Date, including but not limited to, liabilities and obligations under Station Agreements to the extent such liabilities and obligations relate to any period before the Closing Date, regardless of whether disclosed in any Schedule or Document and regardless of whether constituting a breach by Seller of any representation, warranty, covenant or agreement, and any liability or obligation of Seller other than the Assumed Obligations arising after the Closing Date; provided, however, that contrary: (i) Seller shall not be liable for required to indemnify or hold harmless any Claim arising out of Buyer Indemnified Party against, or resulting from Buyer's action reimburse any Buyer Indemnified Party for, any Losses pursuant to Section 12.02(a)(i) (other than with respect to the Seller Fundamental Representations, the representations and warranties in Section 4.09 or failure to act under the TBA.claims based on fraud or criminal or willful misconduct):

Indemnification by Seller. The Purchaser and the Seller agree that the Seller shall promptly indemnify, defend, defend and hold harmless Buyerthe Purchaser and the Company, any officer or director thereofall stockholders, officers and their permitted assigns with respect to any directors thereof (collectively, the "Investor Group"), from and against all demandsdamages, claimslosses and reasonable out-of-pocket expenses (including, actionsbut not limited to, suitsattorneys' fees, proceedings, assessments, judgments, court costs, losses, statutory damages, obligationspecuniary damages, liabilities, recoveries, deficiencies, and expenses (including interestexemplary damages, penalties and reasonable attorneys' feesany other obligations) of every kind and description (collectively collectively, "ClaimLosses") relating to caused by or arising out of: 12.3.1 Any of any breach or non-performance by Seller inaccuracy of any of its the representations, warranties, covenants warranties or agreements set forth of the Seller contained in this Agreement or in any other Document; or 12.3.2 Except as otherwise provided in exhibit, schedule or closing document delivered pursuant hereto. Further, Seller will indemnify the TBACompany and Purchaser for all Losses resulting from any act or omission, any debtwhether known or unknown, liability or obligation of Seller or the Station that arises or results from or is attributable to the operations or business of the Seller Company that accrued in whole or the Station in part prior to the Closing Date, including including, but not limited to, the Delaware Litigation; provided that in no event shall Seller have any obligation to indemnify the Company or Purchaser for any liabilities and obligations under Station Agreements of Purchaser and/or any of its Affiliates accruing or existing on or prior to the extent such liabilities and obligations relate to any period before the Closing Date, regardless of whether disclosed in any Schedule or Document and regardless of whether constituting a breach by Seller of any representation, warranty, covenant or agreement, and any liability or obligation of Seller other than the Assumed Obligations arising after the Closing Date; provided, however, provided further that Seller shall not be liable for any Claim arising out retain all rights, if any, outside the provisions of this Agreement, to seek and obtain contribution and indemnity from Purchaser or resulting from Buyer's action or failure to act under the TBAPartnership.

Indemnification by Seller. Subject to the provisions and limitations of Section 12.4 hereof, Seller shall indemnifyhereby indemnify and agree to save, defend, and hold harmless Buyer, any officer or director thereofand defend Purchaser and its affiliates and subsidiaries, and their permitted assigns with respect to respective partners, officers, directors, shareholders, agents and representatives (collectively, "Purchaser Representatives"), and each of them, from and against any and all demands, claims, actions, suits, proceedings, assessments, judgments, costs, losses, liabilities, damages, obligations, liabilities, recoverieslawsuits, deficiencies, claims and expenses (including whether or not arising out of third-party claims), including, without limitation, interest, penalties and penalties, additions, reasonable travel expenses, reasonable attorneys' fees) of every kind fees and description (collectively "Claim") relating to all amounts paid in connection with the defense or arising out of: 12.3.1 Any breach or non-performance by Seller settlement of any of its representationsthe foregoing (collectively, warrantiesthe "Damages"), covenants or agreements set forth incurred in this Agreement or any other Document; or 12.3.2 Except as otherwise provided in the TBAconnection with, any debt, liability or obligation of Seller or the Station that arises or results from or is attributable to the operations or business of the Seller or the Station prior to the Closing Date, including but not limited to, liabilities and obligations under Station Agreements to the extent such liabilities and obligations relate to any period before the Closing Date, regardless of whether disclosed in any Schedule or Document and regardless of whether constituting a breach by Seller of any representation, warranty, covenant or agreement, and any liability or obligation of Seller other than the Assumed Obligations arising after the Closing Date; provided, however, that Seller shall not be liable for any Claim arising out of or resulting from Buyer's action any one or failure more of the following: (a) any inaccuracy in any representation or warranty made by Seller or any Shareholder, herein or in any Exhibit, Schedule, or other document provided pursuant to act under or in connection with this Agreement; (b) the TBAbreach of any covenant or agreement or any misrepresentation made by Seller or any Shareholder contained in this Agreement, including the Schedules and Exhibits hereto, or any other agreement, instrument or document executed by Seller or any Shareholder pursuant hereto or in connection herewith; (c) any Excluded Liability; and (d) non-compliance with the bulk sales law of the State of North Carolina or any other similar laws in any applicable jurisdiction with respect to the transactions contemplated by this Agreement. The term "Damages" as used in this Section 11 is not limited to matters asserted by third parties against Seller or Purchaser, as the case may be, but includes Damages incurred or sustained by Seller or Purchaser, as the case may be, in the absence of third party claims.

Indemnification by Seller. Subject to the other terms and conditions of this ARTICLE IX, the Seller shall indemnifyindemnify and defend each of Buyer and its Affiliates and their respective Representatives and the Company (collectively, defendthe “Buyer Indemnitees”) against, and shall hold each of them harmless Buyerfrom and against, and shall pay and reimburse each of them for, any officer and all Losses incurred or director thereofsustained by, and their permitted assigns or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to or by reason of any and all demands, claims, actions, suits, proceedings, assessments, judgments, costs, losses, damages, obligations, liabilities, recoveries, deficiencies, and expenses (including interest, penalties and reasonable attorneys' fees) of every kind and description (collectively "Claim") relating to or arising out of: 12.3.1 Any (a) any inaccuracy in or breach of any of the representations or warranties of Seller contained in this Agreement, the other Transaction Documents or in any certificate or instrument delivered by or on behalf of Seller pursuant to this Agreement; (b) any breach or non-performance fulfillment of any covenant, agreement or obligation to be performed by Seller pursuant to this Agreement, the other Transaction Documents or any certificate or instrument delivered by or on behalf of Seller pursuant to this Agreement; (c) any Indebtedness or Seller Transaction Expenses not included in either (1) the Payment Schedule or (2) in Indemnified Debt and set forth on Section 4.04 of its representations, warranties, covenants or agreements the disclosure Schedule; (d) all amounts set forth in this Agreement or the Payment Schedule and any other Document; orclaims by any Persons to such amounts; 12.3.2 Except as otherwise provided in the TBA, (e) any debt, liability or obligation of Seller or the Station that arises or results from or is attributable to the operations or business of the Seller items listed or required to be listed on Section 4.18(a) or Section 4.18(b) of the Station prior to Disclosure Schedules; (f) any of the Closing Date, including but not limited to, liabilities and obligations under Station Agreements to items listed on Section 9.02(f) of the extent such liabilities and obligations relate to any period before the Closing Date, regardless of whether disclosed in any Schedule or Document and regardless of whether constituting a breach by Seller of any representation, warranty, covenant or agreement, and any liability or obligation of Seller other than the Assumed Obligations arising after the Closing Date; provided, however, that Seller shall not be liable for any Claim arising out of or resulting from Buyer's action or failure to act under the TBADisclosure Schedules.

Indemnification by Seller. If the Closing occurs, Seller shall (subject to Section 11.3) indemnify, defend, defend and hold harmless Buyer and each of its Affiliates (including, following the Closing, the Company and its Subsidiaries) and Buyer's Representatives and each Affiliate of the foregoing Persons (each, any officer or director thereof, and their permitted assigns with respect to any and all demands, claims, actions, suits, proceedings, assessments, judgments, costs, losses, damages, obligations, liabilities, recoveries, deficiencies, and expenses (including interest, penalties and reasonable attorneys' fees) of every kind and description (collectively a "ClaimBUYER INDEMNIFIED PERSON") from and against the entirety of any Adverse Consequences a Buyer Indemnified Person may suffer, sustain or become subject to, through and after the date of the claim for indemnification ("BUYER INDEMNIFIABLE LOSSES"), arising out of or directly or indirectly relating to or arising out of: 12.3.1 Any resulting from (i) any breach or non-performance by Seller inaccuracy of any of its representations, warranties, covenants or agreements set forth in this Agreement or any other Document; or 12.3.2 Except as otherwise provided in the TBA, any debt, liability or obligation representations and warranties of Seller or the Station that arises Company made in a Transaction Document (in each case, other than representations or results from warranties contained in Section 3.7, as such representation or is attributable warranty would read if all qualifications as to the operations Company's Knowledge and materiality, including each reference to the defined term "Material Adverse Effect," were deleted therefrom), (ii) any nonfulfillment or business breach of any covenant or agreement on the part of the Seller or the Station Company (prior to the Closing DateClosing) or Seller in a Transaction Document, including but not limited to(iii) any Buyer Indemnified Taxes, liabilities and obligations under Station Agreements to the extent such liabilities and obligations relate to (iv) any period fraud or intentional misrepresentation of Seller or (before the Closing Date, regardless of whether disclosed in any Schedule or Document and regardless of whether constituting a breach by Seller of any representation, warranty, covenant or agreementClosing) the Company, and (v) any liability or obligation of Seller other than the Assumed Obligations arising after the Closing Date; provided, however, that Seller shall not be liable for any Claim arising out of or resulting from Buyer's action or failure to act under the TBASpecial Indemnified Matters.

Indemnification by Seller. Seller shall indemnify, defend, exculpate and hold harmless Buyer, any officer or director thereofBuyer’s employees, officers, directors, managers and members (collectively, “Buyer Indemnified Parties”) from and against, and their permitted assigns with respect agrees promptly to defend Buyer from and reimburse Buyer Indemnified Parties for, any and all demands, claims, actions, suits, proceedings, assessments, judgments, costs, losses, damages, obligationscosts, expenses, liabilities, recoveriesobligations and claims of any kind (including, deficiencieswithout limitation, reasonable attorney fees and expenses other legal costs and expenses) (including interest“Claims”) which Buyer Indemnified Parties may at any time suffer or incur, penalties or become subject to, as a result of or in connection with: (a) any breach or inaccuracy of any of the representations and reasonable attorneys' feeswarranties made by Seller in or pursuant to this Agreement, or in any instrument, certificate or affidavit delivered by Seller at the First Closing or the Second Closing in accordance with the provisions of any Section hereof; (b) any failure by Seller to carry out, perform, satisfy and discharge any of every kind its covenants, agreements, undertakings, liabilities or obligations under this Agreement or under any of the documents and description materials delivered by Seller pursuant to this Agreement; (collectively "Claim"c) relating the Retained Liabilities or the Excluded Assets; (d) the operation or ownership of the Station or the Purchased Assets prior to the First Closing (except for the Assumed Liabilities); (e) any Action or proceeding described in Section 7.9(b) if Buyer has waived the condition of Section 7.9(b); or (f) any Action or other proceeding brought by any Governmental Authority or Person arising out of: 12.3.1 Any breach , or non-performance by Seller of in any way related to, any of its representations, warranties, covenants or agreements set forth the matters referred to in this Agreement or any other Document; or 12.3.2 Except as otherwise provided in the TBA, any debt, liability or obligation of Seller or the Station that arises or results from or is attributable to the operations or business of the Seller or the Station prior to the Closing Date, including but not limited to, liabilities and obligations under Station Agreements to the extent such liabilities and obligations relate to any period before the Closing Date, regardless of whether disclosed in any Schedule or Document and regardless of whether constituting a breach by Seller of any representation, warranty, covenant or agreement, and any liability or obligation of Seller other than the Assumed Obligations arising after the Closing Date; provided, however, that Seller shall not be liable for any Claim arising out of or resulting from Buyer's action or failure to act under the TBASections 10.1(a)-(e).

Indemnification by Seller. Subject to Sections 8.1, 8.2 and 8.4, Seller shall and each Shareholder will, jointly and severally, indemnify, defend, defend and hold harmless BuyerPurchaser, any officer or director thereof, its Affiliates and their permitted assigns with respect to respective directors, officers, employees, agents and representatives from and against any and all demandsclaims, claimsdemands or suits (by any person or entity, including without limitation any Governmental Agency), losses, liabilities, actual or punitive damages, fines, penalties, obligations, payments, costs and expenses, paid or incurred, whether or not relating to resulting from or arising out of any Third Party Claim (as hereinafter defined), including without limitation the costs and expenses of any and all investigations, actions, suits, proceedings, proceedings demands; assessments, judgments, costsremediation, losses, damages, obligations, liabilities, recoveries, deficiencies, settlements and compromises relating thereto and reasonable fees and expenses of attorneys and other experts in connection therewith (including interestindividually and collectively, penalties and reasonable attorneys' fees) of every kind and description (collectively "ClaimIndemnifiable Losses") relating to to, resulting from or arising out of: 12.3.1 Any breach or non-performance by Seller of any of its representationsthe following: (i) the inaccuracy, warrantiesjointly and severally, covenants of any of the representations or agreements set forth warranties of Seller contained in this Agreement or any other Ancillary Document; or 12.3.2 Except as otherwise provided in the TBA, (ii) any debt, liability or obligation of Seller or the Station that arises or results from or is attributable to the operations or business of the Seller or the Station prior to the Closing Date, including but not limited to, liabilities and obligations under Station Agreements to the extent such liabilities and obligations relate to any period before the Closing Date, regardless of whether disclosed in any Schedule or Document and regardless of whether constituting a breach by Seller of any representation, warranty, covenant of Seller contained in this Agreement or agreement, and in any Ancillary Document; (iii) any liability of the Business other than an Assumed Liability, including, without limitation, Seller's failure or obligation alleged failure to pay or satisfy any liability other than an Assumed Liability; (iv) any non-compliance by Seller with any bulk sale Law or any fraudulent conveyance Law in respect of the transactions contemplated by this Agreement; (v) any liability under the WARN Act or any similar state or local law that may result from an "Employment Loss," as defined in 29 U.S.C. ss. 2101(a)(b), caused by any actions of Seller other than the Assumed Obligations arising after the prior to Closing Dateor by Purchaser's decision not to hire previous employees of Seller; provided, however, that Seller shall not be liable for or (v) any Claim Employee Benefit Plan established or maintained by Seller; or (vi) any claim asserted by Dr. Xxxxxxx X. Xxxxxxx arising out of his employment agreement with Seller or resulting from Buyer's action the release or failure to act under the TBAtermination thereof.

Indemnification by Seller. Seller shall indemnify, defend, defend and hold harmless BuyerIQE and its officers, any officer or director thereofdirectors and affiliates (the “IQE Indemnitees”) from, against, and their permitted assigns with respect to any and all demandsloss, claimsdamage, actionsclaim, suitsobligation, proceedingsliability, assessmentscost and expense (including, judgmentswithout limitation, costs, losses, damages, obligations, liabilities, recoveries, deficiencies, reasonable attorneys’ fees and costs and expenses incurred in investigating, preparing, defending against or prosecuting any litigation, claim, proceeding or demand), of any kind or character (including interest, penalties and reasonable attorneys' feesa “Loss”) of every kind and description (collectively "Claim") relating to or arising out ofof or in connection with any of the following: 12.3.1 Any (a) any breach or non-performance by Seller of any of its representations, warranties, covenants the representations or agreements set forth warranties of Seller contained in this Agreement Agreement; (b) any failure by Seller to perform or observe any other Document; orcovenant, agreement or condition to be performed or observed by it pursuant to this Agreement; 12.3.2 Except as otherwise provided in the TBA, (c) any debt, liability or obligation of Seller or the Station that arises or results from or is attributable to the operations or business of the Seller or the Station prior to the Closing Date, including but not limited to, and all liabilities and obligations under Station Agreements to the extent such liabilities and obligations relate to any period before the Closing Dateof Seller, regardless of whether disclosed in any Schedule or Document and regardless of whether constituting a breach by Seller of any representation, warranty, covenant or agreement, and any liability or obligation of Seller other than the Assumed Obligations arising after Liabilities; or (d) Seller’s ownership and operation of the Closing Date; providedBusiness and the Transferred Assets prior to the Effective Time. Notwithstanding anything herein to the contrary, howevereach party acknowledges its duty to reasonably mitigate any Loss it might incur. Notwithstanding the foregoing, that Seller shall will not be liable for have any Claim arising out of responsibility or resulting from Buyer's action or failure to act liability under this Agreement in connection with claims made by third parties under the TBAwarranty set forth in Section 3.13 to the extent they are directed at (i) modifications of the Licensed Software made by IQE or on its behalf, (ii) use or combination of the Licensed Software with materials, media, content, information or methods not provided by Seller under this Agreement, (iii) use of the Licensed Software in a manner not expressly authorized by this Agreement.

Indemnification by Seller. Subject to the limitations set forth in Section 8.04, from and after the Closing, Seller shall be liable for and shall indemnify, defend, defend and hold harmless BuyerPurchaser and each of its affiliates and each of their respective officers, any officer or director thereofdirectors, employees, stockholders, agents and their permitted assigns with respect to representatives (the “Purchaser Indemnitees”) from and against any and all demands, claims, actions, suits, proceedings, assessments, judgments, costs, losses, damages, liabilities, obligations, liabilitiesjudgments, recoveriespenalties, deficienciescosts and expenses, including reasonable third-party legal or other advisor fees and expenses and costs and expenses incurred in investigation (including interestcollectively, penalties and reasonable attorneys' fees“Losses”), sustained, suffered or incurred by such Purchaser Indemnitee (without duplication for any Loss for which indemnification may be provided under more than one provision of this Section 8.01) of every kind and description (collectively "Claim") relating to or the extent arising out of:, resulting from or relating to any of the following: 101951134.15 12.3.1 Any (a) any breach as of the date hereof or non-performance by Seller as of the Closing Date of any representation or warranty of its representations, warranties, covenants or agreements set forth Seller contained in this Agreement or any schedule, certificate or other Document; oranalogous document delivered pursuant hereto; 12.3.2 Except as otherwise provided in the TBA, (b) any debt, liability breach of any covenant or obligation agreement of Seller or the Station that arises or results from or is attributable to the operations or business of the Seller or the Station prior to the Closing Date, including but not limited to, liabilities and obligations under Station Agreements to the extent such liabilities and obligations relate to contained in this Agreement; (c) any period before the Closing Date, regardless of whether disclosed in any Schedule or Document and regardless of whether constituting a breach by Seller of any representation, warranty, covenant or agreement, and any liability or obligation agreement of Seller other than or any affiliate of Seller (including any Seller Subsidiary) in the Assumed Obligations arising after Transition Services Agreement; and (d) any Retained Liability or any failure by Seller to cause to be paid, performed, satisfied or discharged on a timely basis any Liability included in the Closing Date; provided, however, that Seller shall not be liable for any Claim arising out of or resulting from Buyer's action or failure to act under the TBARetained Liabilities.

Indemnification by Seller. (a) Seller shall hereby agrees to indemnify, defend, defend and hold harmless harmless, the following “Buyer Indemnified Parties”, (y) Company Parties; and (z) Buyer, any officer or director thereofits Affiliates and each of their respective (both present and future) officers, directors, employees, shareholders, partners, managers, members, agents, representatives and their permitted the successors and assigns of each, from and against and in respect of and to reimburse and pay the Buyer Indemnified Parties as incurred with respect to to, any and all claims, demands, claimsor suits (by any Person), losses, deficiencies, lost profits, diminutions in value, damages, Liabilities (including consequential, incidental, special and punitive damages), obligations, payments, penalties, fines, costs and expenses (including, the costs and expenses of any and all actions, suits, proceedings, assessments, judgments, costssettlements, lossescompromises, damagesfines and interest relating thereto, obligationsincluding attorneys’ fees and disbursements and costs of investigation in connection therewith) (collectively, liabilities“Losses”) assessed, recoveriessuffered, deficienciesincurred or sustained by or against any Buyer Indemnified Party by reason of, and expenses (including interest, penalties and reasonable attorneys' fees) of every kind and description (collectively "Claim") relating to or arising out of: 12.3.1 Any , relating to, or in connection with (i) any inaccuracy in or breach or non-performance by Seller of any of its representations, warranties, covenants representation or agreements warranty by the Company or Seller set forth herein, or in this Agreement any Exhibit, certificate or schedule contemplated hereby, (ii) any breach by the Company (prior to Closing), or Seller, of any covenant of the Company or Seller hereunder or under the Seller Documents or any other Document; or 12.3.2 Except as otherwise provided document to be executed by any of them in the TBAconnection herewith, (iii) all Liabilities of any debt, liability or obligation of Seller or the Station that arises or results from or is attributable Company Party relating to the operations or business operation of the Seller or the Station Business prior to the Closing Date, including but not limited to, liabilities and obligations under Station Agreements to acquisition by Buyer of the extent such liabilities and obligations relate to any period before the Closing Date, regardless of whether disclosed in any Schedule or Document and regardless of whether constituting a breach by Seller of any representation, warranty, covenant or agreementShares, and any liability or obligation of Seller other than the Assumed Obligations arising after the Closing Date; provided, however, that Seller shall not be liable for any Claim arising out of or resulting from Buyer's action or failure to act under the TBA(iv) as required by Section 7.2(e) .

Indemnification by Seller. Subject to the limits set forth in Section 8.4(a), Seller shall hereby agrees to indemnify, defenddefend and hold Purchaser, its Subsidiaries and Affiliates and their respective officers and directors (all of such Persons are collectively referred to herein as the “Purchaser Indemnified Parties”) harmless from and in respect of any and all losses, damages, claims, liabilities, obligations, suits, actions, fees, Taxes, penalties, costs and expenses of any nature whatsoever (including reasonable legal fees and expenses), but excluding in each case, consequential, incidental, special or punitive damages (other than lost profits and any such damages resulting from fraud, and hold harmless Buyerother than those actually paid by an Indemnified Party to a Person other than an Indemnified Party) (collectively, “Losses”), that any officer of them may incur arising out of, in connection with, relating to or director thereofcaused by: (a) any inaccuracy or breach, or alleged inaccuracy or breach, of: (i) any representation or warranty of Seller contained in this Agreement (including all representations and their permitted assigns warranties included in Article IV of this Agreement) or in any agreement or certificate executed and delivered by any Seller Company pursuant to Section 7.1(h); or (ii) any covenant, undertaking or other agreement of Seller contained in this Agreement or in any agreement or certificate delivered and executed by any Seller Company pursuant to Section 7.1(h); (b) except as provided in the penultimate sentence of Section 3.3(c), the failure to obtain any consent with respect to any and all demandsContract which provides for or requires the consent of the other party thereto to be obtained in connection with, claimsor as a result of, actions, suits, proceedings, assessments, judgments, costs, losses, damages, obligations, liabilities, recoveries, deficiencies, and expenses (including interest, penalties and reasonable attorneys' fees) of every kind and description (collectively "Claim") relating to or arising out of: 12.3.1 Any breach or non-performance by Seller the consummation of any of its representations, warranties, covenants or agreements set forth in the transactions contemplated by this Agreement or any other DocumentAgreement; or 12.3.2 Except as otherwise provided in the TBA, (c) any debt, liability or obligation of Seller or the Station that arises or results from or is attributable to the operations or business of the Seller or the Station prior to the Closing Date, including but not limited to, liabilities and obligations under Station Agreements to the extent such liabilities and obligations relate to any period before the Closing Date, regardless of whether disclosed in any Schedule or Document and regardless of whether constituting a breach by Seller of any representation, warranty, covenant or agreement, and any liability or obligation of Seller other than the Assumed Obligations arising after the Closing Date; provided, however, that Seller shall not be liable for any Claim arising out of or resulting from Buyer's action or failure to act under the TBAExcluded Liability.

Indemnification by Seller. Subject to the terms and conditions of this ARTICLE 10 and except for an Environmental Loss, which shall be governed by Section 4.10, Seller shall hereby agrees to indemnify, defend, defend and hold harmless BuyerBuyer and its General Partner and the successors and assigns of either of them at any time after the Closing, any officer or director thereof, from and their permitted assigns with respect to any and against all demands, claims, actions, suits, proceedingsactions or causes of action, assessments, judgments, costs, losses, damages, obligations, liabilities, recoveriespenalties, deficiencies, costs and expenses (including interestincluding, penalties without limitation, reasonable fees and reasonable attorneys' feesexpenses of counsel) (collectively, "Damages"), asserted against, resulting to, imposed upon or incurred by Buyer, its successors and assigns, directly or indirectly, by reason of every kind and description or resulting from (collectively "Claim"i) relating to any liabilities or arising out of: 12.3.1 Any breach or non-performance by Seller of any of its representations, warranties, covenants or agreements set forth in this Agreement or any other Document; or 12.3.2 Except as otherwise provided in the TBA, any debt, liability or obligation obligations of Seller or the Station that arises or results from or is attributable to an Affiliate of Seller which are not Assumed Liabilities; (ii) any claims which arise out of the operations or business of the Business or ownership of the Assets by Seller or the Station an Affiliate of Seller prior to the Closing Date, including but Effective Time and which are not limited to, liabilities and obligations under Station Agreements Assumed Liabilities; (iii) a breach of any representation or warranty of Seller contained in or made pursuant to this Agreement; (iv) the extent such liabilities and obligations relate to any period before the Closing Date, regardless of whether disclosed in any Schedule or Document and regardless of whether constituting a breach by Seller of any representation, warranty, covenant or agreementagreement of Seller contained in or made pursuant to this 48 48 60 Agreement; (v) any claims pursuant to, and or violations or alleged violations by Seller of WARN or any similar state or local law, statute, rule or regulation; (vi) any liability for brokerage or obligation finders' fees or other commissions based on agreements, arrangements or understandings made by Seller for services rendered for or on behalf of Seller other than in connection with the Assumed Obligations arising after the Closing Datetransactions contemplated hereby; provided, however, that Seller shall not be liable for or (vii) any Claim arising out of or resulting from Buyer's action or failure to act under comply with any "bulk sales" or similar laws applicable to the TBAtransactions contemplated hereby (collectively with the claims set forth in Section 10.2, "Claims").

Indemnification by Seller. From and after the Closing, Seller shall hereby agrees to indemnify, defend, defend and hold Buyer and its officers, directors, agents and employees (the "Buyer Indemnified Parties"), harmless Buyerfrom, any officer or director thereof, against and their permitted assigns with in respect to of any and all demandslosses, claims, suits, actions, suits, proceedings, assessmentsawards, judgments, costssettlements, lossesfines, penalties, liabilities, obligations, damages, obligations, liabilities, recoveries, deficiencies, and costs or expenses (including interestincluding, penalties without limitation, reasonable expenses of investigation and reasonable attorneys' fees) net of every kind any insurance proceeds and description tax benefits if, as and when received, in either case to which such Buyer Indemnified Party is entitled by virtue of any of the foregoing (collectively "ClaimClaims") relating to or arising out of: 12.3.1 Any breach or non-performance by Seller of any of its representations, warranties, covenants or agreements set forth in this Agreement or any other Document; or 12.3.2 Except as otherwise provided in the TBA, any debt, liability or obligation of Seller or the Station that arises or results from or is attributable to the operations or business of the Seller or the Station prior to the Closing Date, including but not limited to, liabilities and obligations under Station Agreements to the extent such liabilities and obligations relate to any period before the Closing Date, regardless of whether disclosed in any Schedule or Document and regardless of whether constituting a breach by Seller of any representation, warranty, covenant or agreement, and any liability or obligation of Seller other than the Assumed Obligations arising after the Closing Date; provided, however, that Seller shall not be liable for any Claim arising out of or resulting from Buyer's action from: (a) any breach of any warranty or failure misrepresentation by Seller or the breach or nonperformance of any covenant, agreement or obligation to act be performed on the part of Seller under this Agreement, or in any closing certificate contemplated hereby or in any Schedule hereto; (b) the TBAconduct of the Business prior to the Closing, except for liabilities specifically assumed by Buyer herein and reserved for on the Closing Balance Sheet; (c) any liability for Taxes incurred with respect to any Taxable Year ending on or before the Closing Date and that portion of any Split Period ending on the Closing Date; (d) the MSSC Interest or the Joint Venture Agreement on or prior to the Closing; (e) the Excluded Assets; and (f) the Excluded Liabilities.

Indemnification by Seller. From and after Closing, Seller shall indemnify, defend, defend and hold harmless Buyer, any officer or director thereof, the Company and their permitted respective directors, officers, stockholders, employees, agents, representatives, successors and assigns with respect to (each, a "Buyer Indemnified Party" or, collectively, "Buyer Indemnified Parties") from and against any and all demandsDamages suffered or incurred by a Buyer Indemnified Party that result, claimsdirectly or indirectly, actions, suits, proceedings, assessments, judgments, costs, losses, damages, obligations, liabilities, recoveries, deficiencies, and expenses (including interest, penalties and reasonable attorneys' fees) of every kind and description (collectively "Claim") relating to from or arising out ofin connection with: 12.3.1 Any (a) any breach of any representation or non-performance warranty made by Seller of any of its representations, warranties, covenants or agreements set forth in this Agreement Agreement, the Schedules, or any other Document; oragreement, certificate, document or writing delivered by Seller at or for Closing pursuant to this Agreement; 12.3.2 Except as otherwise provided in the TBA, (b) any debt, liability or obligation of Seller or the Station that arises or results from or is attributable to the operations or business of the Seller or the Station prior to the Closing Date, including but not limited to, liabilities and obligations under Station Agreements to the extent such liabilities and obligations relate to any period before the Closing Date, regardless of whether disclosed in any Schedule or Document and regardless of whether constituting a breach by Seller of any representation, warranty, covenant or agreementobligation hereunder; (c) any Actions involving the Company arising out of any matter, event or omission occurring or accruing prior to the consummation of Closing (including Actions set forth on Schedule 3.12 and environmental Actions), other than (i) Inherited Debt, and (ii) any matters disclosed to Buyer as a debt or liability or obligation of Seller other than the Assumed Obligations arising after the Closing Dateon any Schedule to this Agreement (excluding Schedule 3.12, Schedule 3.15, Schedule 3.19, and Schedule 6.5; provided, however, that solely for purposes of this Section 9.2(c), obligations (including Contracts) which are executory with respect to post-Closing performance shall not, as a result of their executory nature, be deemed Actions; or (d) any liability relating to any Plan, Pension Plan or Welfare Plan arising out of any matter occurring or accruing prior to Closing, including under ERISA or the Code (other than any such liability included within the definition of Inherited Debt). Notwithstanding any other provision of this Agreement, Seller shall not be liable for entitled to any Claim arising out of or resulting contribution from Buyer's action or failure the Company with respect to act any claims made by Buyer Indemnified Parties against Seller under the TBAthis Section 9.2.

Indemnification by Seller. From and after the Acquisition Date and subject to the limitations of this Article 7, Seller shall indemnifyindemnify and hold Buyer and its “Affiliates” (defined as any other person that directly or indirectly controls, defendis controlled by or is under common control with Buyer), its and their respective successors and assigns, and hold harmless Buyer, any officer or director thereof, in each such case its and their permitted assigns with respect to respective present or former directors, trustees, officers, shareholders, employees and agents (“Buyer Indemnified Parties”) harmless from and against any and all demandslosses at any time incurred by any Buyer Indemnified Party in connection with, claimsresulting from, actions, suits, proceedings, assessments, judgments, costs, losses, damages, obligations, liabilities, recoveries, deficiencies, and expenses (including interest, penalties and reasonable attorneys' fees) of every kind and description (collectively "Claim") relating related to or arising out offrom: 12.3.1 Any (a) any material breach or non-performance by Seller of any of its representationsrepresentations or warranties (with materiality determined, where applicable, by reference to the purchased contract that is the subject of the relevant representation or warranty) in this Agreement, the Assignment and Assumption Agreements, or in any other agreement entered into in connection with this Agreement; (b) any material breach or nonfulfillment of any agreement or covenant (in each case with materiality determined, where applicable, by reference to the purchased contract that is the subject of the relevant agreement or covenant) to be performed by Seller pursuant to this Agreement, the Assignment and Assumption Agreements, or in any other agreement entered into in connection with this Agreement; (c) any claim by an obligor or a third party in connection with Seller’s making or collecting loans or performing any transactions under the applicable transaction documents prior to or at the Acquisition Date; or (d) any failure by Seller to pay or perform, or any claim against a Buyer Indemnified Party by a third party that, if successful, would give rise to, any of the Excluded Obligations. Notwithstanding anything to the contrary contained in this Agreement, Seller has made no representations or warranties, covenants and therefore provide no indemnification, regarding: (i) the creditworthiness, solvency or agreements set forth in this Agreement financial ability of any obligor or guarantor or any other Document; or 12.3.2 Except as otherwise provided in the TBAobligor, including any pledgor, any debt, liability letter of credit issuer or obligation insurer to pay or to perform any of Seller its liabilities or the Station that arises or results from or is attributable obligations with respect to the operations Purchased Assets and Assumed Obligations, or business of the Seller (ii) any obligor’s or the Station prior guarantor’s paying or performing pursuant to the Closing Date, including but not limited to, liabilities and obligations under Station Agreements to the extent such liabilities and obligations relate to any period before the Closing Date, regardless of whether disclosed in any Schedule or Document and regardless of whether constituting a breach by Seller terms of any representation, warranty, covenant or agreement, and any liability or obligation of Seller other than the Assumed Obligations arising after the Closing Date; provided, however, that Seller shall not be liable for any Claim arising out of or resulting from Buyer's action or failure to act under the TBApurchased contract.

Indemnification by Seller. Subject to the other terms and conditions of this Article VIII, Seller shall indemnifyindemnify each of Buyer and its Affiliates and their respective Representatives (collectively, defendthe “Buyer Indemnitees”) against, and shall hold each of them harmless Buyerfrom and against, and shall pay and reimburse each of them for, any officer and all Losses incurred or director thereofsustained by, and their permitted assigns or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to or by reason of: (a) any inaccuracy in or breach of any of the representations or warranties of Seller contained in this Agreement, the other Transaction Documents or in any certificate or instrument delivered by or on behalf of Seller pursuant to this Agreement; (b) any breach or non-fulfilment of any covenant, agreement or obligation to be performed by Seller pursuant to this Agreement, the other Transaction Documents or any certificate or instrument delivered by or on behalf of Seller pursuant to this Agreement; (c) any Excluded Asset or any Excluded Liability; (d) any Third Party Claim based upon, resulting from or arising out of the conduct or operation of the Business or the use or ownership of the Purchased Assets or any other assets of Seller or any of its Affiliates on or prior to the Closing Date; or (e) with respect to any and all demandsEU Transferred Employee, claims, actions, suits, proceedings, assessments, judgments, costs, losses, damages, obligations, liabilities, recoveries, deficiencies, and expenses (including interest, penalties and reasonable attorneys' feesi) any claim made by or on behalf of every kind and description (collectively "Claim") relating any EU Transferred Employee which relates to or arising out of: 12.3.1 Any breach or non-performance the employment of such EU Transferred Employee by Seller of any of its representations, warranties, covenants or agreements set forth in this Agreement or any other Document; or 12.3.2 Except as otherwise provided in the TBA, any debt, liability or obligation of Seller or the Station that arises or results from or is attributable to the operations or business of the Seller or the Station prior to the Closing Date, including but not limited to, liabilities and obligations under Station Agreements (ii) a dismissal by Seller of any EU Transferred Employee prior to the extent such liabilities and obligations relate to any period before the Closing Date, regardless of whether disclosed in any Schedule or Document and regardless of whether constituting (iii) a breach by Seller dismissal of any representation, warranty, covenant or agreement, and any liability or obligation of Seller person (other than the Assumed Obligations arising after an EU Transferred Employee) whose employment is automatically transferred to Buyer in connection with the Closing Date; provided, however, that Seller shall not be liable for any Claim arising out pursuant to the Belgian Collective Bargaining Agreement 32bis of or resulting from Buyer's action or failure to act under the TBA7 July 1987.

Indemnification by Seller. Seller shall indemnify, defend, and hold harmless Buyer, any officer or director thereof, and their permitted assigns with respect Subject to any and all demands, claims, actions, suits, proceedings, assessments, judgments, costs, losses, damages, obligations, liabilities, recoveries, deficiencies, and expenses (including interest, penalties and reasonable attorneys' fees) of every kind and description (collectively "Claim") relating to or arising out of: 12.3.1 Any breach or non-performance by Seller of any of its representations, warranties, covenants or agreements the provisions set forth in this Article 7, Seller agrees to defend, indemnify and hold harmless Buyer and any present, past or future parent, subsidiary, Affiliate, director, officer, employee, shareholder or agent of Buyer (collectively, the “Buyer Indemnitees”) from and against and in respect to the entirety of any Loss which arises out of or results from: (a) any breach or inaccuracy or misrepresentation in any of the representations or warranties or covenants or agreements of Seller made in this Agreement or any other Document; or 12.3.2 Except as otherwise provided in the TBAdocuments delivered by Seller at Closing, including post-closing obligations; (b) any debtaction, liability demand, proceeding, investigation or obligation claim by any third party (including any Governmental Authority) against any Buyer Indemnitee which may give rise to or evidence the existence of or relate to a misrepresentation or breach of any of the representations and warranties of Seller contained in Section 3 hereof or in any certificate delivered by Seller at the Station that arises Closing; (c) any liability of Seller which is not an Assumed Liability; (d) any failure by Seller to carry out, perform, satisfy, and discharge any of its covenants, agreements, undertakings, liabilities, or results from obligations under this Agreement or is attributable to the operations or business under any of the documents delivered by Seller pursuant to this Agreement; and (e) taxes, of any kind or nature, arising out of, or payable with respect to, the Station Business on or prior to the Closing Date, including but not limited to, liabilities and obligations under Station Agreements to the extent such liabilities and obligations relate to any period before the Closing Date, regardless of whether disclosed in any Schedule or Document and regardless of whether constituting a breach by Seller of any representation, warranty, covenant or agreement, and any liability or obligation of Seller other than the Assumed Obligations arising after the Closing Date; provided, however, that Seller shall not be liable for any Claim arising out of or resulting from Buyer's action or failure to act under the TBA.

Indemnification by Seller. Seller shall indemnify, defend, defend and hold harmless BuyerBuyer and its Affiliates (collectively, any officer or director thereofthe “Buyer Indemnified Parties”) from and against, and their permitted assigns with respect will pay to Buyer Indemnified Parties the amount of, any and all claims, demands, claims, actions, suits, proceedings, assessments, judgments, costsProceedings, losses, damages, Liabilities, obligations, liabilitiessettlement payments, recoveries, deficiencies, costs and expenses (including interest, penalties and reasonable attorneys' fees) of every kind whatsoever (including, without limitation, costs of investigating, preparing or defending any such claim or Proceeding and description reasonable legal fees and disbursements), whether or not involving a third party claim expressly excluding, in all cases, all consequential damages (collectively "Claim"collectively, “Losses”) directly or indirectly incurred or suffered by any of Buyer Indemnified Parties arising out of or relating to (i) any inaccuracy in, or arising out breach of: 12.3.1 Any , any representation or warranty of Seller set forth in this Agreement or in any other Transaction Document or in any certificate or document delivered in connection therewith, (ii) any breach or non-performance by Seller of any covenant or agreement of its representations, warranties, covenants or agreements Seller set forth in this Agreement or any other Transaction Document; or 12.3.2 Except as otherwise provided in the TBA(iii) any Excluded Liability, (iv) any debt, liability or obligation claims by equity holders of Seller or the Station that arises or results from or is attributable to the operations or business arising out of the Seller transactions contemplated herein, or the Station prior to the Closing Date, including but not limited to, liabilities and obligations under Station Agreements to the extent such liabilities and obligations relate to (v) any period before the Closing Date, regardless of whether disclosed in any Schedule or Document and regardless of whether constituting a breach by Seller of any representation, warranty, covenant or agreement, and any liability or obligation of Seller other than the Assumed Obligations arising after the Closing Date; provided, however, that Seller shall not be liable for any Claim claims arising out of or resulting from Buyer's action or failure related to act under the TBADemand Letter and any actions arising therefrom.

Indemnification by Seller. (a) Subject to the provisions of this ARTICLE X, except with respect to indemnification for Taxes governed by ARTICLE IX (and, for the avoidance of doubt, without duplication of Seller’s indemnification obligations thereunder), from and after the Closing, Seller shall indemnify, defend, indemnify and hold harmless BuyerBuyer and its Affiliates (including from and after the Closing, the Transferred Entities) and each of its and its Affiliates’ respective stockholders, members, directors, equityholders, principals, officers, managers, partners, employees, successors and assigns (collectively, the “Buyer Indemnified Parties”) from, against and in respect of any officer and all Losses that any such Buyer Indemnified Party suffers, sustains or director thereofincurs (whether or not in connection with a third-party claim) arising out of, relating to or resulting from: (i) any Retained Liability; (ii) any inaccuracy in or breach of any of the representations and their permitted assigns warranties set forth in ARTICLE IV (other than the representations and warranties set forth in Section 4.16), whether as of the Agreement Date or as of the Closing Date (or, with respect to any representations and all demandswarranties made as of a specific date, claimsas of such date), actionsother than the Fundamental Representations (which are addressed below), suits, proceedings, assessments, judgments, costs, losses, damages, obligations, liabilities, recoveries, deficiencies, and expenses (including interest, penalties and reasonable attorneys' fees) of every kind and description (collectively "Claim") or in any certificate delivered hereunder to the extent relating to such representations and warranties; (iii) any inaccuracy in or arising out of: 12.3.1 Any breach of any of the representations or non-performance warranties made by Seller in the Fundamental Representations (whether as of the Agreement Date or as of the Closing Date (or, with respect to any representations and warranties made as of a specific date, as of such date)), or in any certificate delivered hereunder with respect thereto to the extent relating to such Fundamental Representations, in each case other than with respect to the Asset Representations; (iv) any inaccuracy in or breach of any of the Asset Representations (whether as of the Agreement Date or as of the Closing Date (or, with respect to any representations and warranties made as of a specific date, as of such date)) or in any certificate delivered hereunder with respect thereto to the extent relating to such Asset Representations; or (v) any breach of or failure to perform by Seller or any of its Affiliates of any of its representations, warranties, covenants or agreements set forth contained in this Agreement or Agreement. (b) Buyer acknowledges and agrees that indemnification shall not be available with respect to any other Document; or 12.3.2 Except as otherwise provided in the TBA, any debt, liability or obligation of Seller or the Station that arises or results from or is attributable to the operations or business of the Seller or the Station prior to the Closing Date, including but not limited to, liabilities and obligations under Station Agreements Loss to the extent such liabilities and the related Liabilities or obligations relate to any period before were disclosed, reflected in or reserved for or against in the Closing Date, regardless of whether disclosed in any Schedule or Document and regardless of whether constituting a breach by Seller of any representation, warranty, covenant or agreement, and any liability or obligation of Seller other than the Assumed Obligations arising after the Closing Date; provided, however, that Seller shall not be liable for any Claim arising out of or resulting from Buyer's action or failure to act under the TBAFinal Working Capital Statement.

Indemnification by Seller. From and after the Closing Date, Seller shall indemnify, defendindemnify and hold Buyer and its Affiliates harmless from and against, and hold harmless Buyershall reimburse Buyer and its Affiliates for, any officer or director thereof, and their permitted assigns with respect to any and all demands, claims, actions, suits, proceedings, assessments, judgments, costs, losses, damages, obligations, liabilities, recoveries, deficiencies, and expenses (including interest, penalties and reasonable attorneys' fees) of every kind and description (collectively "Claim") relating to or Losses arising out ofof or in connection with: 12.3.1 Any breach (a) any inaccuracy in any representation or non-performance warranty made by Seller of any of its representations, warranties, covenants or agreements set forth in this Agreement or any other Document; or 12.3.2 Except as otherwise provided in the TBA, Transaction Documents or in any debt, liability certificate delivered pursuant hereto or obligation of thereto; (b) any failure by Seller to perform or comply with any covenant or agreement in this Agreement or in the Transaction Documents; (c) any claim by any person or entity for brokerage or finder's fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by such person or entity directly or indirectly with Seller or the Station that arises any of its officers, directors or results from or is attributable to the operations or business employees in connection with any of the Seller transactions contemplated by this Agreement or the Station Transaction Documents; (d) the conduct of the Business, the ownership or operation of the Assets or the Facilities on or prior to the Closing Date, including including, but not limited to, liabilities any Losses arising out of or in connection with any Claims and obligations under Station Agreements Judgments relating to the extent such liabilities and obligations relate Business, the Assets or the Facilities which are pending or entered on or prior to any period before the Closing Date or as to which Seller has received notice on or prior to the Closing Date; (i) the manufacture, regardless generation, processing, distribution, use, treatment, handling, storage, disposal, transport or abandoning of whether disclosed in any Schedule material (including but not limited to any Hazardous Materials) on, at, around or Document and regardless of whether constituting a breach under the Assets or the Facilities, or properties currently or previously owned or leased by Seller or by any third party acting on Seller's behalf and related to the Business, or the emission, discharge, spill, migration, release, disposal or placing of any representationmaterial (including but not limited to any Hazardous Materials), warrantyor the threat of the same, covenant into the Environment on, at, around or agreementunder the Assets or the Facilities or such properties, (ii) the treatment, handling, storage, disposal, transport or abandoning of any material (including, but not limited to, any Hazardous Materials) from the Assets or the Facilities or such properties to, on, at, around or under any other locations, (iii) the emission, discharge, spill, migration, release, disposal or placing of any material (including, but not limited to, any Hazardous Materials) from the Assets or the Facilities or such properties, or the threat of the same, into the Environment on, at, around or under any other locations, or (iv) the conduct of the Business, the ownership or operation of the Assets or the Facilities, and any liability which Losses are related to public or obligation worker health, welfare or safety or the Environment and based on conditions existing on the Closing Date or which arise after the Closing Date on account of Seller other than the Assumed Obligations arising after events, acts or omissions occurring on or prior to the Closing Date; providedany Losses referenced in this Section 14.2(e) may include any Losses (including, howeverbut not limited to, that any costs, liabilities or obligations relating to contractors or consultants' fees, or negotiations, administration, oversight, operation, maintenance or capital expenditures) associated with any Remedial Action which is performed in connection with any Claim brought by any Governmental Body or any other person or entity (including, but not limited to, any threatened enforcement action or any action under any Environmental and Safety Law), or any Remedial Action which is performed by or on behalf of Buyer or its Affiliates in the absence of a Claim brought by any Governmental Body or any other person or entity; or (f) any failure to comply with any applicable bulk sales laws in connection with the transactions contemplated by this Agreement or the Transaction Documents; or (g) any Claim relating to any business or assets of Seller or its Affiliates not acquired by Buyer hereunder, or any obligations or liabilities of Seller or its Affiliates not assumed by Buyer hereunder. Notwithstanding any other provision in this Agreement, Seller shall not be liable for have no liability for, and no obligation to indemnify Buyer with respect to, any Claim arising out inaccuracy in or breach of any representation or resulting from Buyer's action warranty contained in this Agreement or any Transaction Document or any failure (other than a willful failure) by Seller to perform or comply with any covenant or agreement in this Agreement or the Transaction Documents, if Seller provided Buyer written notice describing with reasonable specificity such inaccuracy, breach or failure prior to act under the TBAClosing and Buyer elected to consummate the transactions contemplated hereby after receipt of such written notice.

Indemnification by Seller. Subject to the limits set forth in SECTION 8.4(a), Seller shall hereby agrees to indemnify, defenddefend and hold Purchaser, its Subsidiaries and Affiliates and their respective officers and directors (all of such Persons are collectively referred to herein as the "Purchaser Indemnified Parties") harmless from and in respect of any and all losses, damages, claims, liabilities, obligations, suits, actions, fees, Taxes, penalties, costs and expenses of any nature whatsoever (including reasonable legal fees and expenses), but excluding in each case, consequential, incidental, special or punitive damages (other than lost profits and any such damages resulting from fraud, and hold harmless Buyerother than those actually paid by an Indemnified Party to a Person other than an Indemnified Party) (collectively, "Losses"), that any officer of them may incur arising out of, in connection with, relating to or director thereofcaused by: (a) any inaccuracy or breach, or alleged inaccuracy or breach, of: (i) any representation or warranty of Seller contained in this Agreement (including all representations and their permitted assigns warranties included in Article IV of this Agreement) or in any agreement or certificate executed and delivered by any Seller Company pursuant to SECTION 7.1(h); or (ii) any covenant, undertaking or other agreement of Seller contained in this Agreement or in any agreement or certificate delivered and executed by any Seller Company pursuant to SECTION 7.1(h); (b) except as provided in the penultimate sentence of SECTION 3.3(c), the failure to obtain any consent with respect to any and all demandsContract which provides for or requires the consent of the other -40- party thereto to be obtained in connection with, claimsor as a result of, actions, suits, proceedings, assessments, judgments, costs, losses, damages, obligations, liabilities, recoveries, deficiencies, and expenses (including interest, penalties and reasonable attorneys' fees) of every kind and description (collectively "Claim") relating to or arising out of: 12.3.1 Any breach or non-performance by Seller the consummation of any of its representations, warranties, covenants or agreements set forth in the transactions contemplated by this Agreement or any other DocumentAgreement; or 12.3.2 Except as otherwise provided in the TBA, (c) any debt, liability or obligation of Seller or the Station that arises or results from or is attributable to the operations or business of the Seller or the Station prior to the Closing Date, including but not limited to, liabilities and obligations under Station Agreements to the extent such liabilities and obligations relate to any period before the Closing Date, regardless of whether disclosed in any Schedule or Document and regardless of whether constituting a breach by Seller of any representation, warranty, covenant or agreement, and any liability or obligation of Seller other than the Assumed Obligations arising after the Closing Date; provided, however, that Seller shall not be liable for any Claim arising out of or resulting from Buyer's action or failure to act under the TBAExcluded Liability.

Indemnification by Seller. Subject to Section 6.4 hereof, Seller shall indemnify, agrees to defend, indemnify and hold harmless Buyer, any officer or director thereof, Buyer and its affiliates (including the Company) and their permitted assigns with respect to respective directors, officers, employees, successors and assigns, against any and all demands, claims, actions, suits, proceedings, assessmentslosses, judgmentsdamages, costscosts and expenses (including without limitation reasonable legal fees) resulting from breach of any warranty or representation or non-performance of any covenant or agreement made by Seller in this Agreement, or arising before or after Closing in connection with Seller or the business or operations of Seller (exclusive of the business or operations of Company) or of any of Seller's affiliates (exclusive of the Company). Without limiting the generality of the foregoing, the aforesaid obligations of Seller shall apply to claims, suits, proceedings, losses, damages, obligations, liabilities, recoveries, deficiencies, costs and expenses (including interestwithout limitation, penalties and reasonable attorneys' legal fees) in respect of every kind withdrawal or other liabilities to which Company or Buyer or Buyer's affiliates may become subject as a result of (i) the participation by Seller or any of its affiliates in, or the making of contributions by Seller or any of its affiliates to, one or more "multiemployer plans" as such term is defined in Section 3(37) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and description the regulations promulgated thereunder, or (collectively ii) the establishment or maintenance of, participation in or making of contributions to, any other "Claim"defined benefit plan," as such term is defined in Section 3(35) relating of ERISA and the regulations promulgated thereunder, by Seller or any of its affiliates. Subject to Section 6.4 hereof and to Seller's obligations under the preceding sentence of this Section 6.3, Buyer agrees to defend, indemnify and hold harmless Seller and its affiliates and their respective directors, officers, employees, successors and assigns, against any and all claims, suits, proceedings, losses, damages, costs and expenses (including without limitation reasonable legal fees) resulting from breach of any warranty or arising out of: 12.3.1 Any breach representation or non-performance of any covenant or agreement made by Seller Buyer in this Agreement, or arising before or after Closing in connection with the Company or business or operations of the Company or of Buyer or of any of its representations, warranties, covenants or agreements set forth in this Agreement or any other Document; or 12.3.2 Except as otherwise provided in the TBA, any debt, liability or obligation of Seller or the Station that arises or results from or is attributable to the operations or business of the Seller or the Station prior to the Closing Date, including but not limited to, liabilities and obligations under Station Agreements to the extent such liabilities and obligations relate to any period before the Closing Date, regardless of whether disclosed in any Schedule or Document and regardless of whether constituting a breach by Seller of any representation, warranty, covenant or agreement, and any liability or obligation of Seller other than the Assumed Obligations arising after the Closing Date; provided, however, that Seller shall not be liable for any Claim arising out of or resulting from Buyer's action or failure to act under the TBAaffiliates.

Indemnification by Seller. Seller shall indemnify, defend, save and hold Purchaser and its officers, directors, employees, agents and Affiliates (collectively, "PURCHASER INDEMNITEES") harmless Buyer, any officer or director thereof, from and their permitted assigns with respect to any and against all demands, claims, actionsallegations, suitsassertions, proceedingsactions or causes of action, assessments, judgments, costs, losses, damages, obligations, liabilities, recoveries, deficiencies, Liabilities, costs and expenses (including reasonable legal fees, interest, penalties penalties, and all reasonable attorneys' feesamounts paid in investigation, defense or settlement of any of the foregoing) of every kind and description (collectively collectively, "ClaimPURCHASER DAMAGES") relating asserted against, imposed upon, resulting to, required to be paid by, or incurred by Purchaser Indemnitees, directly or indirectly, in connection with, arising out of: 12.3.1 Any , that could result in, or which would not have occurred but for: i) a breach of any representation or warranty made by Seller in this Agreement, in any certificate or document furnished pursuant hereto by Seller or any Other Agreement to which Seller is or is to become a party; ii) a breach or non-performance nonfulfillment of any covenant or agreement made by Seller of any of its representations, warranties, covenants in or agreements set forth in pursuant to this Agreement or and in any other Document; or 12.3.2 Except as otherwise provided in the TBA, any debt, liability or obligation of Other Agreement to which Seller or the Station that arises or results from is or is attributable to the operations become a party; or business of the iii) any Retained Liability and (iv) any matter disclosed on SCHEDULE 4.9. Seller expressly covenants and agrees to reimburse Purchaser for any and all costs expended by Purchaser in connection with any violations, breaches or the Station defaults about which Seller had actual, legal knowledge prior to the Closing Date, including but execution of this Agreement and did not limited to, liabilities and obligations under Station Agreements disclose to the extent such liabilities and obligations relate to any period before the Closing Date, regardless of whether disclosed in any Schedule or Document and regardless of whether constituting a breach by Seller of any representation, warranty, covenant or agreement, and any liability or obligation of Seller other than the Assumed Obligations arising after the Closing Date; provided, however, that Seller shall not be liable for any Claim arising out of or resulting from Buyer's action or failure to act under the TBAPurchaser.

Indemnification by Seller. Seller shall indemnify, defend, and hold harmless Buyer, any officer or director thereof, and their permitted assigns with respect to any and all demands, claims, actions, suits, proceedings, assessments, judgments, costs, losses, damages, obligations, liabilities, recoveries, deficiencies, and expenses (including interest, penalties and reasonable attorneys' fees) of every kind and description (collectively "Claim") relating to or arising out of:: 12. 12.3.1 3.1 Any breach or non-performance by Seller of any of its representations, warranties, covenants or agreements set forth in this Agreement or any other Document; oror 12. 12.3.2 Except as otherwise provided in the TBA, any 3.2 Any debt, liability or obligation of Seller or the Station Stations that arises or results from or is attributable to the operations or business of the Seller or the Station Stations prior to the Closing Date, including but not limited to, liabilities and obligations under Station Agreements to the extent such liabilities and obligations relate to any period before the Closing Date, regardless of whether disclosed in any Schedule or Document and regardless of whether constituting a breach by Seller of any representation, warranty, covenant or agreement, and any other liability or obligation of Seller other than the Assumed Obligations arising after the Closing DateObligations; provided, however, that Seller shall not be liable for any Claim arising out of or resulting from Buyer's action or failure to act under the TBA; or 12. 3.3 Noncompliance by Seller with the provisions of the Bulk Sales Act, if applicable, in connection with the transactions contemplated by this Agreement.

Indemnification by Seller. Seller shall indemnify, defendSubject to Sections 5.1, and 5.4, Seller and Lenco shall, jointly and severally, indemnify and hold Purchaser and its Representatives harmless Buyer, any officer or director thereofagainst and with respect to, and their permitted assigns with respect to shall, jointly and severally, reimburse Purchaser and its Representatives for: (i) any and all demands, claims, actions, suits, proceedings, assessments, judgments, costs, losses, damages, obligations, liabilities, recoveries, deficiencies, Losses resulting from any untrue representation or breach of warranty contained in this Agreement or in any certificate or Collateral Agreement delivered to Purchaser under this Agreement; (ii) any and expenses (including interest, penalties and reasonable attorneys' fees) of every kind and description (collectively "Claim") relating to or arising out of: 12.3.1 Any all Losses resulting from any breach or non-performance by Seller satisfaction of any of its representations, warranties, covenants covenant or agreements set forth agreement contained in this Agreement or in any other Document; orcertificate or Collateral Agreement delivered to Purchaser under this Agreement; 12.3.2 Except as otherwise provided (iii) any and all obligations of Seller not assumed by Purchaser pursuant to this Agreement, including, without limitation, any liabilities arising at any time under any contract not included in the TBA, Assigned Contracts; (iv) any debt, liability and all Losses resulting from the ownership or obligation operation of Seller or the Station that arises or results from or is attributable to the operations or business of the Seller or the Station prior to the Closing DateSeller's business, including but not limited to, liabilities and obligations under Station Agreements the Business prior to the extent such Closing, including any liabilities and obligations arising under the Assigned Contracts or any of the other Purchased Assets which relate to any period before the Closing Date, regardless of whether disclosed in any Schedule or Document and regardless of whether constituting a breach by Seller of any representation, warranty, covenant or agreement, and any liability or obligation of Seller other than the Assumed Obligations arising after events occurring prior to the Closing Date; providedand (v) any and all actions, howeversuits, that Seller shall not be liable for proceedings, claims, demands, assessments, judgments, costs and expenses, including reasonable legal fees and expenses, incident to any Claim arising out of the foregoing or resulting from Buyer's action incurred in investigating or failure attempting to act under avoid the TBAsame or to oppose the imposition thereof, or in enforcing this indemnity.

Indemnification by Seller. (a) In addition to the indemnification set forth in Section 6.14, subject to the provisions of this ARTICLE VIII, Seller shall indemnifyagrees, from and after the Closing, to defend, indemnify and hold harmless BuyerPurchaser and its Affiliates and, any officer or director thereofif applicable, their respective Affiliates, directors, officers, agents, employees, successors and their permitted assigns with respect to (collectively, the “Purchaser Indemnitees”), from and against any and all demands, claims, actions, suits, proceedings, assessments, judgments, costs, losses, damages, obligations, liabilities, recoveries, deficiencies, and expenses Losses (including interest, penalties and reasonable attorneys' feeswhether or not involving a Third Party Claim) of every kind and description (collectively "Claim") arising from or relating to (i) any Retained Liability or arising out of: 12.3.1 Any Excluded Asset; (ii) any breach or inaccuracy of any Seller Fundamental Representation; (iii) any breach or non-performance fulfillment by Seller or any Divesting Entity of any of its representations, warranties, covenants or agreements set forth contained in this Agreement; or (iv) any breach or inaccuracy of any warranty or representation of Seller or any Divesting Entity contained in this Agreement or (other than any Seller Fundamental Representation). (b) Purchaser shall take, and shall cause the other Document; or 12.3.2 Except as otherwise provided in the TBAPurchaser Indemnitees to take, all commercially reasonable steps required by applicable Law to mitigate any debt, liability or obligation of Seller or the Station that arises or results from or is attributable to the operations or business of the Seller or the Station prior to the Closing Date, including but not limited to, liabilities and obligations under Station Agreements to the extent such liabilities and obligations relate to any period before the Closing Date, regardless of whether disclosed in any Schedule or Document and regardless of whether constituting a breach by Seller Loss upon becoming aware of any representationevent that gives rise thereto, warranty, covenant or agreement, and any liability or obligation of Seller other than provided that the Assumed Obligations arising after the Closing Date; provided, however, that Seller foregoing shall not be liable for any Claim arising out deemed to limit the ability of or resulting from Buyer's action or failure Purchaser and the other Purchaser Indemnitees to act under the TBAincur reasonable costs and expenses in connection therewith.

Indemnification by Seller. From and after the Closing (but subject to Section 8.1 and Section 8.4), Seller (namely, Parent and each Subsidiary) shall indemnify, defendhold harmless and indemnify each of the Buyer Indemnitees from and against, and hold harmless Buyershall compensate and reimburse each of the Buyer Indemnitees for, any officer Damages which are directly or director thereof, and their permitted assigns with respect indirectly suffered or incurred at any time by any of the Buyer Indemnitees or to which any of the Buyer Indemnitees may otherwise directly or indirectly become subject at any time (regardless of whether or not such Damages relate to any Third Party Claim) and all demandswhich arise directly or indirectly from or as a result of, claims, actions, suits, proceedings, assessments, judgments, costs, losses, damages, obligations, liabilities, recoveries, deficiencies, and expenses (including interest, penalties and reasonable attorneys' fees) of every kind and description (collectively "Claim") relating to or arising out ofare directly or indirectly connected with: 12.3.1 Any a. any inaccuracy in or breach of any representation or warranty made by Seller in this Agreement, in any Ancillary Agreement or in any other agreement, document, certificate or instrument entered into or delivered by or on behalf of Seller under or pursuant to this Agreement or in connection with the transactions contemplated hereby; b. any breach or non-performance fulfillment of any covenant or other obligation of or to be performed by Seller in this Agreement, in any Ancillary Agreement, or any other agreement, document, certificate or instrument entered into or delivered by or on behalf of Seller under or pursuant to this Agreement or in connection with the transactions contemplated hereby; c. any Excluded Liability; d. any Excluded Asset and Seller’s ownership, use and operation of the Excluded Assets after Closing; e. the conduct of the Business by Seller and/or any of its representationsAffiliates, warranties, covenants including the ownership or agreements set forth in this Agreement or any other Document; or 12.3.2 Except as otherwise provided in the TBA, any debt, liability or obligation of Seller or the Station that arises or results from or is attributable to the operations or business use of the Seller or the Station Transferred Assets, in each case prior to the Closing Date, including but not limited to, liabilities and obligations under Station Agreements Closing; and f. any matter referred to in Section 8.2(f) of the extent such liabilities and obligations relate to any period before the Closing Date, regardless of whether disclosed in any Schedule or Document and regardless of whether constituting a breach by Seller of any representation, warranty, covenant or agreement, and any liability or obligation of Seller other than the Assumed Obligations arising after the Closing Date; provided, however, that Seller shall not be liable for any Claim arising out of or resulting from Buyer's action or failure to act under the TBADisclosure Schedule.

Indemnification by Seller. Seller shall indemnify, defendhold harmless and indemnify each of the Indemnified Parties from and against, and hold harmless Buyershall compensate and reimburse each of the Indemnified Parties for, any officer Losses that are directly or director thereof, and their permitted assigns with respect indirectly suffered or incurred by any of the Indemnified Parties or to which any of the Indemnified Parties may otherwise become subject at any time (regardless of whether or not such Losses relate to any third-party claim) and all demandsthat arise directly or indirectly from or as a direct or indirect result of, claims, actions, suits, proceedings, assessments, judgments, costs, losses, damages, obligations, liabilities, recoveries, deficiencies, and expenses or are directly or indirectly connected with (including interest, penalties and reasonable attorneys' fees) of every kind and description (collectively "Claim") relating except to or arising out of: 12.3.1 Any breach or non-performance by Seller the extent incurred as a result of any breach by Buyer of its representationsany representation, warranties, covenants warranty or agreements set forth covenant contained in this Agreement or any other Transaction Document): (a) any breach by Seller or of any representation or warranty of Seller contained in this Agreement, any other Transaction Document or in any certificate delivered by pursuant to any provision of this Agreement or any other Transaction Document; (b) any breach of any covenant or agreement of Seller contained in this Agreement or any other Transaction Document; or 12.3.2 Except as otherwise provided in the TBA, (c) any debt, liability or obligation of Seller or the Station that arises or results from or is attributable to the operations or business of the Seller or the Station prior to the Closing Date, including but Seller. This Section 8 shall not limited apply to, liabilities and obligations under Station Agreements to the extent such liabilities and obligations relate to any period before the Closing Date, regardless of whether disclosed in any Schedule or Document and regardless of whether constituting a breach by Seller of any representation, warranty, covenant or agreement, and any liability or obligation of Seller other than the Assumed Obligations arising after the Closing Date; provided, however, that Seller shall not indemnify any Indemnified Party from, any special, indirect, consequential or punitive damages (whether or not the claim therefore is based on contract, tort, duty imposed by law or otherwise) that may arise directly or indirectly or as a direct or indirect result of, or are directly or indirectly connected with the foregoing. Any amounts paid to the Indemnified Parties in the aggregate hereunder shall be liable for any Claim arising out of or resulting from Buyer's action or failure limited in all circumstances to act under the TBACash Consideration.

Indemnification by Seller. Seller The Sellers shall jointly and ------------------------- severally indemnify, defend, and hold harmless Buyerthe Buyer and its respective Affiliates (as such term is defined under Rule 405 of the Rules and Regulations of the Securities Act of 1933, any officer or director thereofas amended) and the respective officers, directors, employees and shareholders (other than the Seller and its affiliates) of the foregoing, and their permitted successors and assigns (the "Indemnities") from, against and with respect to any claim, liability, obligation, loss, damage, assessment, judgment, cost and all demandsexpense (including, claimswithout limitation, actions, suits, proceedings, assessments, judgments, costs, losses, damages, obligations, liabilities, recoveries, deficiencies, and expenses (including interest, penalties and reasonable attorneys' feesand accountants' fees and costs and expenses reasonably incurred in investigating, preparing, defending against or prosecuting any litigation or claim, action, suit, proceeding or demand) of every any kind and description or character (collectively the "ClaimDamages"), arising out of or in any manner incident, relating or attributable to: (a) Any inaccuracy in any representation or breach of warranty of the Seller contained in this Agreement or in any certificate, instrument of transfer or other document or agreement executed by the Seller in connection with this Agreement or otherwise made or given in connection with this Agreement; (b) Any failure by the Seller or its affiliates to perform or observe, or to have performed or observed, in full, any covenant, agreement or condition to be performed or observed by them under this Agreement or under any certificates or other documents or agreements executed by the Seller or its affiliates in connection with this Agreement; (c) Reliance by the Buyer on any books or records of the Seller or reliance by the Buyer on any information furnished to the Buyer pursuant to this Agreement by or on behalf of the Seller; or (d) Liabilities or obligations of, or claims against, the Buyer (whether absolute, accrued, contingent or otherwise) relating to to, or arising out of: 12.3.1 Any breach or non-performance by Seller , the operation of any of its representations, warranties, covenants or agreements set forth in this Agreement or any other Document; or 12.3.2 Except as otherwise provided in the TBA, any debt, liability or obligation of Seller or the Station that arises or results from or is attributable Business prior to the operations Closing Date or business of the Seller facts and circumstances existing at or the Station prior to the Closing Date, including but whether or not limited tosuch liabilities or obligations were known on such date, and any other liabilities and obligations under Station Agreements of the Seller or relating to the extent such liabilities and obligations relate to any period before the Closing Date, regardless of whether disclosed in any Schedule or Document and regardless of whether constituting a breach Business not expressly assumed by Seller of any representation, warranty, covenant or agreement, and any liability or obligation of Seller other than the Assumed Obligations arising after the Closing Date; Buyer. provided, however, that Seller shall not be liable (i) any claim for any Claim arising out of or resulting from Buyer's action or failure to act indemnification under the TBA.Sections 8.02(a) -------- ------- and 8.02

Indemnification by Seller. Subject to the specific limitations set forth herein, Seller shall hereby agrees to indemnify, defenddefend and hold harmless Buyer and its officers, members, managers, employees, representatives, agents, and Affiliates (the “Buyer Indemnified Parties”) in respect of, and hold each of them harmless Buyerfrom, any officer or director thereofagainst, and their permitted assigns with respect to any and all demandsLosses suffered, claimsincurred or sustained by any of them, actionsdirectly resulting from, suits, proceedings, assessments, judgments, costs, losses, damages, obligations, liabilities, recoveries, deficiencies, and expenses (including interest, penalties and reasonable attorneys' fees) of every kind and description (collectively "Claim") relating to or arising out of: 12.3.1 Any breach or non-performance by Seller of any of its representationsthe following: (a) any material misrepresentation or breach of any of the representations or warranties by Seller contained in or made pursuant to this Agreement; (b) any material breach of or noncompliance with any covenant, warranties, covenants or agreements set forth agreement made by Seller contained in or made pursuant to this Agreement or any other Document; orAgreement; 12.3.2 Except as otherwise provided in the TBA, any debt, liability or obligation of Seller (i) all Taxes (or the Station that arises or results from or is attributable to the operations or business non-payment thereof) of the Seller Company for all taxable periods from the date of the Original Agreement to and ending on or before the Station prior Closing Date and the portion through the end of the Closing Date for any taxable period that includes (but does not commence on) the date of the Original Agreement and includes (but does not end on) the Closing Date (“Pre-Closing Tax Period”), (ii) all Taxes of any member of an affiliated, consolidated, combined or unitary group of which the Company is or was a member from the date of the Original Agreement to the Closing Date, including but not limited topursuant to Treasury Regulation Section 1.1502-6 or any analogous or similar state, liabilities local, or foreign law or regulation, and obligations under Station Agreements to the extent such liabilities (iii) any and obligations relate to any period before the Closing Date, regardless of whether disclosed in any Schedule or Document and regardless of whether constituting a breach by Seller all Taxes of any representation, warranty, covenant or agreement, and any liability or obligation of Seller person (other than the Assumed Obligations arising after Company) imposed on the Closing Date; providedCompany as a transferee or successor, howeverby Contract or pursuant to any law, that Seller shall not be liable for any Claim arising out rule, or regulation, which Taxes relate to an event or transaction occurring between the date of or resulting from Buyer's action or failure to act under the TBAOriginal Agreement and the Closing.

Indemnification by Seller. Seller shall From and after the Effective Date, Sellers jointly and severally agree to indemnify, defend, and hold harmless BuyerBuyer and Company, any officer or director thereoftheir Affiliates, their directors, officers, and employees, and their successors and permitted assigns with respect to from and against any and all demands, claims, actions, suits, proceedings, assessments, judgments, costsliabilities, losses, damages, obligationsdemands, liabilitiesclaims, recoveriessuits, deficienciesactions, judgments, causes of action, assessments, costs and expenses (including expenses, including, without limitation, interest, penalties and reasonable penalties, attorneys' fees) , any and all expenses incurred in investigating, preparing and defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of every kind any claim or litigation (collectively, "Damages", which term also includes, expressly, those Damages that arise as a result of strict liability, whether arising under environmental laws and description (collectively "Claim") relating to regulations or otherwise), asserted against, resulting to, imposed upon, or incurred or suffered by any of them, directly or indirectly, as a result or arising out offrom the following: 12.3.1 Any (i) any inaccuracy in or breach or non-performance by Seller nonfulfillment of any of its the representations, warranties, covenants covenants, agreements, or agreements set forth guarantees made by Sellers in this Agreement Agreement, in any certificate or any other Document; or 12.3.2 Except as otherwise provided instrument delivered pursuant to this Agreement, or in the TBATransaction Documents; (ii) any liability of Sellers or Company, any debt, or liability or obligation arising out of Seller or the Station that arises or results from or is attributable to the operations or business Sellers' operation of the Seller or the Station business conducted by Company prior to the Closing Date, including but not limited towhich is threatened or imposed on Buyer or Company; (iii) any misrepresentation in or any omission from any certificate or other document (collectively, liabilities and obligations the "Additional Documents") furnished or to be furnished by or on behalf of Sellers or Company under Station Agreements this Agreement or under the Transaction Documents; (iv) any liability for Taxes on the part of Company for any taxable period, or portion thereof, prior to the extent such liabilities and obligations relate to any period before the Closing Date, regardless of whether disclosed in ; (v) any Schedule and all professional liability claims against Company where the occurrence giving rise to any such claim preceded or Document and regardless of whether constituting a breach by Seller of any representation, warranty, covenant or agreement, and any liability or obligation of Seller other than the Assumed Obligations arising after occurred on the Closing Date; (vi) any liability on the part of Company or Buyer arising in connection with the termination or spinoff and transfer described in Sections 7.2.4(a) or 7.2.4(b) hereof; and (vii) any liability threatened or imposed on Buyer or Company arising out of Seller's operation of Company during the Interim Period. To be entitled to such indemnification, Buyer (including for purposes of this paragraph, its Affiliates, its directors, officers, and employees, their successors and permitted assigns their successors and permitted assigns, and Company) shall give Sellers written notice (in all events not later than ten (10) days after Buyer's receipt of notice of any such breach or assertion of claim contemplated herein) of any such breach or claim or the assertion by a third party of any claim with respect to which Buyer may bring a claim for indemnification hereunder. Sellers shall have ten (10) days thereafter within which to pay the claim or, at Sellers' sole cost and expense, contest the claim in good faith by appropriate proceedings; provided, however, that Seller Sellers may not settle or compromise any claim or matter for which an indemnity may be payable by Sellers hereunder without the prior written consent of Buyer. In addition to the foregoing, if any third party payor deducts any amount from payments due Buyer or Company on and after the Closing Date in respect of claims against or amounts owed by Sellers or Company, as the case may be, prior to the Closing Date, Sellers promptly will reimburse Buyer for the amounts so deducted within five (5) days after written demand therefor by Buyer. Buyer agrees to give prompt notice to Sellers upon Buyer' notice of the assertion of any claim, formal or informal, by any third party payor for which, if deducted by such third party payor, Buyer would be entitled to reimbursement by Sellers hereunder and will cooperate in good faith, at no out-of-pocket cost to Buyer, with Sellers to permit Sellers to mitigate the amount of any such claim by any such third party payor. From and after the Effective Date, Sellers shall not be liable for have any Claim arising out rights of contribution, indemnity, or resulting from Buyer's action reimbursement, or failure to act similar rights, at common law, by statute, under this Agreement, or otherwise, against Company based on a representation, warranty, covenant, or agreement in this Agreement made by Sellers, any and all of the TBAsame being hereby released effective as of the Effective Date.

Indemnification by Seller. Subject to the other terms, conditions, and limitations of this Article 8, Seller shall indemnify, defend, indemnify and hold harmless Buyer, any officer or director thereofBuyer’s Affiliates, and their respective directors, officers, managers, shareholders, members, partners, employees, agents, representatives, predecessors, successors, and permitted assigns with respect to any (collectively, “Buyer Indemnified Parties”) from and all demands, claims, actions, suits, proceedings, assessments, judgments, costs, losses, damages, obligations, liabilities, recoveries, deficienciesagainst, and expenses (including interestwill compensate and reimburse Buyer Indemnified Parties for, penalties and reasonable attorneys' fees) all Losses incurred or sustained by, or imposed upon, any of every kind and description (collectively "Claim") relating to or Buyer Indemnified Parties arising out ofof or relating to: 12.3.1 Any (a) any misrepresentation of, inaccuracy in, or breach or non-performance by Seller of any of its representations, warranties, covenants the representations or agreements set forth warranties of Seller contained in this Agreement or in any other Document; or 12.3.2 Except as otherwise provided in the TBA, any debt, liability schedule or obligation certificate delivered by or on behalf of Seller or the Station that arises Company to Buyer under this Agreement; (b) any violation, breach, or results from non-fulfillment of any covenant, agreement, or is attributable obligation to the operations be performed by Seller under this Agreement, other than any misrepresentation of, inaccuracy in or business breach of any of the representations or warranties of Seller described in Section 8.2(a); and (c) any claims or other Proceedings against or involving the Station prior Company arising out of or related to events occurring before the Closing, including claims or other Proceedings regarding products sold by the Closing Date, including but not limited to, liabilities before the Closing that are first brought or asserted after the Closing; (d) all Taxes of the Company for any Pre-Closing Tax Periods and obligations under Station Agreements to the extent such liabilities and obligations relate to portion of any period Straddle Period ending on or before the Closing Date, regardless ; and (e) any unpaid Indebtedness of whether disclosed in any Schedule or Document and regardless the Company existing as of whether constituting a breach by Seller of any representation, warranty, covenant or agreement, and any liability or obligation of Seller other than the Assumed Obligations arising after the Closing Date; provided, however, that Seller shall not be liable for any Claim arising out of or resulting from Buyer's action or failure to act under the TBA.

Indemnification by Seller. Subject to Section 8.1 and Section 8.4 hereof, Seller shall indemnifyhereby indemnifies and holds each of Purchaser and Purchaser’s Affiliates (including, defendafter the Effective Time, Royalty Sub) and hold harmless Buyer, any officer or director thereof, and their permitted assigns with respect to any and all demandsof their respective partners, claimsdirectors, actionsmanagers, suitsmembers, proceedingsofficers, assessmentsemployees, judgmentsagents and controlling Persons (each, costs, losses, damages, obligations, liabilities, recoveries, deficienciesa “Purchaser Indemnified Party”) harmless from and against, and expenses will pay to each Purchaser Indemnified Party the amount of, any and all Losses (including interest, penalties and reasonable attorneys' ’ fees) of every kind and description (collectively "Claim") relating to awarded against or incurred or suffered by such Purchaser Indemnified Party, whether or not involving a third party claim, demand, action or proceeding, arising out of: 12.3.1 Any (a) any breach or non-performance by Seller of any of its representations, warranties, covenants or agreements set forth in this Agreement or any other Document; or 12.3.2 Except as otherwise provided in the TBA, any debt, liability or obligation of Seller or the Station that arises or results from or is attributable to the operations or business of the Seller or the Station prior to the Closing Date, including but not limited to, liabilities and obligations under Station Agreements to the extent such liabilities and obligations relate to any period before the Closing Date, regardless of whether disclosed in any Schedule or Document and regardless of whether constituting a breach by Seller of any representation, warranty, warranty or certification made by Seller in any of the Transaction Documents or certificates or documents delivered by Seller in writing pursuant thereto; (b) any breach of or default under any covenant or agreementagreement by Seller pursuant to any Transaction Document; (c) any breach or default under any covenant or agreement by Seller pursuant to any of the Note Documents or License Agreements; or (d) any claim by any Person for fees, and expenses, costs, liabilities or other amounts incurred or owed by Seller to any liability brokers, financial advisors or obligation comparable other Persons based upon any agreement or understanding alleged to have been made by any such Person with Seller or any of its Affiliates (or any Person on behalf of Seller other than or any of its Affiliates) in connection with the Assumed Obligations arising after the Closing Date; providedContemplated Transactions. Any amounts due to any Purchaser Indemnified Party hereunder shall be payable by Seller to such Purchaser Indemnified Party, howeversubject to Sections 8.1, that Seller shall not be liable for any Claim arising out of or resulting from Buyer's action or failure to act under the TBA8.4 and 8.5.

Indemnification by Seller. From and after the Closing, to the fullest extent permitted by law, Seller shall indemnify, defend, defend and hold harmless Buyer, any officer or director thereofAffiliates of Buyer, and their permitted respective shareholders, partners, officers, directors, members, representatives, managers, employees, agents and assigns (each, a "Buyer Indemnified Party") harmless, from and against any and all Damages incurred by any Buyer Indemnified Party in connection with or arising or resulting from any one or more of the following: (a) any misrepresentation or breach of any representation or warranty, without regard to qualifications as to Knowledge, materiality or Material Adverse Effect contained in such representations and warranties (provided that Seller shall under no circumstances be obligated to indemnify, defend or hold harmless any Buyer Indemnified Party pursuant to this Section 12.1(a) for any misrepresentation or breach of a representation or warranty made by Seller in this Agreement if, on the date hereof, Buyer had Knowledge of such misrepresentation or breach); (b) any failure by Seller or any Transferred MissChem Subsidiary to comply with any applicable transfer laws or similar laws, and any claims against Buyer by creditors of Seller or any Affiliate of Seller (except with respect to any and all demandsthe Assumed Liabilities); (c) the possession, claimsownership, actionsuse, suits, proceedings, assessments, judgments, costs, losses, damages, obligations, liabilities, recoveries, deficiencies, and expenses (including interest, penalties and reasonable attorneys' fees) or operation of every kind and description (collectively "Claim") relating to or arising out of: 12.3.1 Any breach or non-performance by Seller of any of its representations, warranties, covenants or agreements set forth in this Agreement or any other Document; or 12.3.2 Except as otherwise provided in the TBA, any debt, liability or obligation of Seller Transferred Shares or the Station that arises or results from or is attributable to the operations or business assets of the Seller or the Station Transferred MissChem Subsidiaries prior to the Closing Date, including but not limited to, Time; (d) all liabilities and obligations under Station Agreements to the extent such liabilities and obligations relate to any period before the Closing Date, regardless of whether disclosed in any Schedule or Document and regardless of whether constituting a breach by Seller of any representation, warranty, covenant or agreement, and any liability or obligation of Seller other than the Assumed Obligations arising after Liabilities; and (e) the Closing Date; provided, however, that Seller shall not be liable for any Claim arising out enforcement of or resulting from Buyer's action or failure to act indemnification rights under the TBAthis Section 12.1.

Indemnification by Seller. Solely for the purpose of indemnification under this Section 7.02, the representations and warranties of Seller in this Agreement shall indemnifybe deemed to have been made without regard to any materiality or Material Adverse Effect qualifiers. Subject to the other terms and conditions of this ARTICLE VII, defendfrom and after the Closing, and hold harmless Buyer, any officer or director thereof, and their permitted assigns but only with respect to matters before the Effective Time, Seller shall indemnify Buyer, the Company and each of their officers, directors, managers, employees, Affiliates, successors and permitted assigns (collectively, the “Buyer Indemnified Parties”) against, and shall hold each of them harmless from and against, any and all demandsLosses incurred or sustained by, claimsor imposed upon, actionsa Buyer Indemnified Party based upon, suits, proceedings, assessments, judgments, costs, losses, damages, obligations, liabilities, recoveries, deficiencies, and expenses (including interest, penalties and reasonable attorneys' fees) of every kind and description (collectively "Claim") relating to or arising out of, with respect to or by reason of: 12.3.1 Any (a) any inaccuracy in or breach of any of the representations or warranties of Seller contained in this Agreement; (b) any breach or non-performance fulfillment of any covenant, agreement or obligation to be performed by Seller of any of its representations, warranties, covenants or agreements set forth in pursuant to this Agreement or any other DocumentAgreement; or 12.3.2 Except (c) (i) any Taxes that are imposed on the Company (or for which the Company is liable) with respect to (A) any taxable period ending on or before the Effective Time, or (B) the pre-Effective Time portion of any Straddle Period, (ii) any Taxes of any Person imposed on the Company as otherwise provided in a transferee or successor, by contract or pursuant to any Law, or for any other reason, which Taxes relate to an event or transaction occurring on or before the TBAEffective Time, and (iii) any debt, liability or obligation of Seller or the Station that arises or results from or is attributable to the operations or business Taxes arising out of the Seller or the Station prior to the Closing Date, including but not limited to, liabilities and obligations under Station Agreements transactions contemplated by this Agreement to the extent the Liability for such liabilities and obligations relate to any period before Taxes is not taken into account in the Closing Date, regardless determination of whether disclosed in any Schedule or Document and regardless of whether constituting a breach by Seller of any representation, warranty, covenant or agreement, and any liability or obligation of Seller other than the Assumed Obligations arising after the Closing Date; provided, however, that Seller shall not be liable for any Claim arising out of or resulting from Buyer's action or failure to act under the TBAFinal Working Capital.

Indemnification by Seller. Seller shall indemnify, defend, indemnify and hold harmless Buyer, any officer or director thereofits Affiliates, and, after the Closing, the Company and its Subsidiaries, and their permitted assigns with respect to respective officers, directors, employees, agents, advisors and other Representatives (collectively, the "Buyer Indemnitees") from and against, and pay or reimburse the Buyer Indemnitees for, any and all demandsdamage, claimsloss, actionsliability, suitsexpense, proceedingsaction, assessmentssuit, judgmentsproceeding, costshearing, lossesinvestigation, damagescharge, obligationscomplaint, liabilitiesclaim, recoveriesdemand, deficienciesinjunction, judgment, order, decree, ruling, due, penalty, fine, cost, amount paid in settlement, obligation, Tax, lien, expense and fee, including court costs (including reasonable expenses of investigation, enforcement and collection, reasonable attorneys’ accountants’ and other professional fees and expenses incurred in connection with any litigation) whether or not involving a Third Party Claim (including interestcollectively, penalties and reasonable attorneys' fees) of every kind and description (collectively "ClaimLosses") relating to ), resulting from or arising out of: 12.3.1 Any of (a) any inaccuracy in or breach or non-performance by Seller of any of its representations, warranties, covenants representation or agreements set forth in this Agreement or any other Document; or 12.3.2 Except as otherwise provided in the TBA, any debt, liability or obligation warranty of Seller or the Station that arises or results from or is attributable to the operations or business Company in this Agreement, (b) any failure of the Seller or the Station any Affiliate or, prior to the Closing Date, including the Company or any of its Subsidiaries, to perform any covenant or agreement under this Agreement, (c) any liability arising out of or relating to any Excluded Assets, including, but not limited to, liabilities the Company’s ownership of the Excluded Assets and obligations under Station Agreements the transfer of the Excluded Assets to the extent such liabilities Seller or its designee and obligations relate to (d) any period before the Closing Date, regardless of whether disclosed in any Schedule or Document and regardless of whether constituting a breach by Seller of any representation, warranty, covenant or agreement, and any liability or obligation of Seller other than the Assumed Obligations arising after the Closing Date; provided, however, that Seller shall not be liable for any Claim arising out of or resulting from Buyer's action or failure to act under the TBAExcluded Liability.

Indemnification by Seller. Seller shall indemnifySeller, hereby agrees to defend, indemnify and hold harmless Buyer, any officer or director thereofthe Company, Textor and their permitted respective successors, assigns with respect to and affiliates (collecxxxxxx, the "Buyer Indemnitees") from and against any and all demandslosses, claimsdeficiencies, liabilities, damages, assessments, judgments, costs and expenses, including attorneys' fees (both those incurred in connection with the defense or prosecution of the indemnifiable claim and those incurred in connection with the enforcement of this provision) (collectively, "Buyer Losses"), caused by, resulting from or arising out of: (a) (i) breaches of representation or warranty hereunder on the part of Seller; and (ii) failures by Seller to perform or otherwise fulfill any covenant, undertaking or other agreement or obligation hereunder; (b) claims arising in connection with breach of contract, death, personal injury, other injury to any individual, partnership, corporation, association, joint stock company, trust, joint venture, unincorporated organization, entity, governmental entity or any subdivision thereof (collectively, "Persons"), property damage, losses or deprivation of rights (whether based on statute, negligence, breach of warranty, strict liability or any other theory) caused by or resulting from, directly or indirectly, the manufacture or sale of any product, or the provision of any services, by the Company on or before the date hereof, or any other claims asserted against the Company arising from any action or inaction of Seller or the Company on or before the date hereof; (c) any and all (i) Taxes imposed on Seller (including, without limitation, the Company and each Subsidiary) for, or relating to, all periods ending on or before the date of this Agreement, including, but not limited to, (A) any liability of the Company or any subsidiary, parent and/or affiliate under any Tax sharing agreement, whether or not written, and (B) any Tax liability resulting from the termination, as of the date hereof, of the Company or any subsidiary, parent and/or affiliate as a member of any consolidated, affiliated, combined, unitary or other similar Tax group, (ii) liabilities of Seller or any subsidiary, parent and/or affiliate of Seller (including, without limitation, the Company and each Subsidiary) for Taxes imposed under Treasury Regulation Section 1.1502-6 or any analogous state, local or foreign tax provision, as a result of being a member of a consolidated, affiliated, combined, unitary or other similar group for any taxable period commencing on or before the date hereof; (d) any and all damages arising out of the issuance by the Company of a replacement certificate in exchange for the lost, stolen or destroyed stock certificate representing the Shares; and (e) any and all actions, suits, proceedings, assessmentsclaims, judgmentsdemands, costs, losses, damages, obligations, liabilities, recoveries, deficiencies, and expenses (including interest, penalties and reasonable attorneys' fees) of every kind and description (collectively "Claim") relating incident to or arising out of: 12.3.1 Any breach or non-performance by Seller of any of its representationsthe foregoing or such indemnification; PROVIDED, warrantiesHOWEVER, covenants that if any claim, liability, demand, assessment, action, suit or agreements set forth proceeding shall be asserted in this Agreement respect of which a Buyer Indemnitee proposes to demand indemnification ("Buyer Indemnified Claims"), Buyer or any such other Document; or 12.3.2 Except as otherwise provided in Buyer Indemnitee shall notify Seller thereof, PROVIDED FURTHER, HOWEVER, that the TBA, any debt, liability failure to so notify Seller shall not reduce or obligation of Seller or the Station that arises or results from or is attributable to the operations or business of the Seller or the Station prior to the Closing Date, including but not limited to, liabilities and affect Seller's obligations under Station Agreements with respect thereto except to the extent such liabilities and obligations relate that Seller is materially prejudiced thereby. Subject to rights of or duties to any period before insurer or other third Person having liability therefor, Seller shall have the Closing Dateright promptly upon receipt of such notice to assume the control of the defense, regardless compromise or settlement of whether disclosed any such Buyer Indemnified Claims (provided that any compromise or settlement must be reasonably approved by Buyer), including, at its own expense, employment of counsel reasonably satisfactory to Buyer; PROVIDED, HOWEVER, that if Seller shall have exercised its right to assume such control, Buyer may, in its sole discretion and at its expense, employ counsel to represent it (in addition to counsel employed by Seller) in any Schedule or Document such matter, and regardless of whether constituting a breach in such event counsel selected by Seller shall be required to cooperate with such counsel of any representationBuyer in such defense, warranty, covenant compromise or agreement, and any liability or obligation of Seller other than the Assumed Obligations arising after the Closing Date; provided, however, that Seller shall not be liable for any Claim arising out of or resulting from Buyer's action or failure to act under the TBAsettlement.

Indemnification by Seller. (a) Subject to Sections 1.06(b) and 7.08, Seller shall indemnifyindemnify Purchaser and its Affiliates and each of their respective officers, defenddirectors, employees, stockholders, agents and representatives against, and hold them harmless Buyerfrom, any officer loss, liability, claim, damage or director thereofexpense (including reasonable legal fees and expenses) ("Losses"), and their permitted assigns as incurred (payable promptly upon written request), to the extent arising from or in connection with or otherwise with respect to: (i) any breach of any representation or warranty of Seller (without regard to any materiality or Material Adverse Effect qualifiers set forth therein) that survives the Closing and all demands, claims, actions, suits, proceedings, assessments, judgments, costs, losses, damages, obligations, liabilities, recoveries, deficiencies, and expenses is contained in this Agreement (including interestthe Schedules), penalties and reasonable attorneys' feesthe Seller's Officer's Certificate or in any Related Instrument (other than the Supply Agreement); (ii) of every kind and description (collectively "Claim") relating to or arising out of: 12.3.1 Any any breach or non-performance by Seller of any covenant of its representations, warranties, covenants Seller or agreements set forth breach of the license rights granted by Purchaser to Seller contained in this Agreement or any other Document; or 12.3.2 Except as otherwise provided in the TBA, any debt, liability or obligation of Seller or the Station that arises or results from or is attributable to the operations or business of the Seller or the Station prior to the Closing Date, including but not limited to, liabilities and obligations under Station Agreements to the extent such liabilities and obligations relate to any period before the Closing Date, regardless of whether disclosed in any Schedule or Document and regardless of whether constituting a breach by Seller of any representation, warranty, covenant or agreement, and any liability or obligation of Seller Related Instrument (other than the Assumed Obligations arising after Supply Agreement); (iii) any Excluded Liability; and (iv) any fees, expenses or other payments incurred or owed by Seller to any brokers, financial advisors or comparable other Persons retained or employed by it in connection with the Closing Date; provided, however, that transactions contemplated by this Agreement or by any Related Instrument. (b) Seller shall not be required to indemnify any Person, and shall not have any liability: (i) under clause (i) of Section 7.02 (a) unless the aggregate of all Losses for which Seller would, but for this clause (i), be liable under this Agreement; (ii) under clause (i) of Section 7.02(a) for any Claim arising out individual items (or series of or resulting from Buyer's action or failure to act related individual items) where the Loss relating thereto; and (iii) under the TBAclause (i) of Section 7.02(a).

Indemnification by Seller. Seller shall indemnify, defend, and hold harmless Buyerand indemnify each of the Buyer Indemnitees from and against, and shall compensate and reimburse each of the Buyer Indemnitees for, any officer Damages that are directly or director thereof, and their permitted assigns with respect indirectly suffered or incurred by such Buyer Indemnitee or to which such Buyer Indemnitee may otherwise become subject at any time (regardless of whether or not such Damages relate to any third-party claim) and all demandsthat arise directly or indirectly from or as a direct or indirect result of, claims, actions, suits, proceedings, assessments, judgments, costs, losses, damages, obligations, liabilities, recoveries, deficiencies, and expenses or are directly or indirectly connected with: (i) any inaccuracy in or breach (including interestany inadvertent or innocent breach) of, penalties and reasonable attorneys' feesor any failure (including any inadvertent failure) of every kind and description (collectively "Claim") relating to comply with or arising out of: 12.3.1 Any breach perform, any representation, warranty, statement, information, covenant, obligation or non-performance by Seller of any of its representations, warranties, covenants or agreements set forth provision contained in this Agreement or any other Documentof the Transactional Agreements (including, without limitation the Disclosure Schedule); (ii) any Excluded Liability; or 12.3.2 Except as otherwise provided in the TBA, (iii) any debt, liability or obligation of Seller or the Station Liability to which any Buyer Indemnitee may become subject and that arises directly or results indirectly from or is attributable relates directly or indirectly to (A) any claims concerning a product produced or sold or any services performed prior to the operations Closing Date by or business on behalf of Seller, (B) the operation by Seller of the Seller ADS Business or use and ownership of the Station Purchased Assets prior to the Closing Date, including but not limited to(C) any failure to comply with any Legal Requirement in connection with any of the Transactions, liabilities and obligations under Station Agreements or (D) any failure of Seller to obtain any consent for the extent such liabilities and obligations relate to any period before the Closing Date, regardless of whether disclosed in any Schedule or Document and regardless of whether constituting a breach by Seller assignment of any representation, warranty, covenant or agreement, and any liability or obligation of Seller other than the Assumed Obligations arising after the Closing Date; provided, however, that Seller shall not be liable for any Claim arising out of or resulting from Buyer's action or failure to act under the TBATransferred Contracts.

Indemnification by Seller. Seller shall indemnify, defend, hereby agrees to indemnify and hold Purchaser harmless Buyerfrom and against all liability, any officer loss, damage or director thereof, and their permitted assigns with respect to any injury and all demands, claims, actions, suits, proceedings, assessments, judgments, costs, losses, damages, obligations, liabilities, recoveries, deficiencies, reasonable costs and expenses (including interest, penalties reasonable counsel fees and reasonable attorneys' fees) of every kind and description (collectively "Claim") relating to or arising out of: 12.3.1 Any breach or non-performance by Seller costs of any investigation or suit related thereto) incurred or suffered by Purchaser arising from (a) any misrepresentation or breach of its representations, warranties, covenants any covenant or agreements set forth warranty of Seller contained in this Agreement or the Schedules hereto, or any misrepresentation in or omission from any certificate or other Documentinstrument furnished or to be furnished by Seller hereunder; or 12.3.2 Except as otherwise provided in (b) the TBAassertion by any taxing authority against the Assets or any liability for taxes, any debtassessments, liability fees, charges, additions to tax, interest or obligation of Seller penalties, federal, state, local, foreign or the Station that arises or results from or is attributable other relating to the operations Assets for a period or business of the Seller or the Station event, prior to and through the Closing Date, including but not limited to, liabilities and obligations under Station Agreements to or the extent such liabilities and obligations relate to any period before the Closing Date, regardless of whether disclosed in any Schedule or Document and regardless of whether constituting a breach by Seller imposition of any representation, warranty, covenant or agreement, and any liability or obligation of Seller Lien (other than the Assumed Obligations Liabilities) arising therefrom against the Assets or which attach thereto; (c) any claims asserted by third parties prior to, at or after the Closing Dateagainst Purchaser relating to the operation by Seller of its business prior to the date hereof; providedor (d) any claim for or relating to a debt, howeverobligation or liability of Seller which is not specifically assumed by Purchaser; PROVIDED, HOWEVER, that except on account of fraud, in no event shall the indemnification liability of Seller shall not be liable for any Claim arising out of or resulting from Buyer's action or failure to act under exceed in the TBAaggregate One Hundred Thousand Dollars ($100,000.00).

Indemnification by Seller. From the Closing Date until the end of the applicable Indemnification Period, and subject to the limitations set forth in this Article VIII, Seller shall indemnify, defend, indemnify and hold harmless BuyerPurchaser and its Affiliates and Representatives (collectively, the “Purchaser Indemnitees”), from and against and in respect of any officer or director thereof, and their permitted assigns all Losses (other than Losses with respect to any and all demandsTaxes, claims, actions, suits, proceedings, assessments, judgments, costs, losses, damages, obligations, liabilities, recoveries, deficiencies, and expenses (including interest, penalties and reasonable attorneys' feesfor which the provisions of Section 5.4 shall govern) of every kind and description (collectively "Claim") relating to or arising out offrom the following: 12.3.1 Any (i) the failure of any representation or warranty of Seller contained in Article II of this Agreement (other than the representations and warranties set forth in Section 2.13 (Taxes)) to be true and correct on the Closing Date (or with respect to representations and warranties that are made as of a specific date, the failure of such representations and warranties to be true and correct as of such date) (a “Seller Representation Claim”); (ii) any breach or non-performance by Seller or its Subsidiaries of any covenant of Seller or its representations, warranties, covenants or agreements Subsidiaries set forth in this Agreement (a “Seller Covenant Claim”); (iii) any and all Retained Liabilities or Excluded Assets whether arising prior to, on, or after the Closing (a “Retained Liabilities Claim”); (iv) any other Document; or 12.3.2 Except as otherwise provided in the TBA, any debt, liability or obligation fraud of Seller or with respect to this Agreement (a “Seller Fraud Claim”); and (v) any Ancillary Claim within the Station that arises or results from or is attributable Knowledge of Seller (using the “Closing Date” as opposed to the operations or business “Agreement Date” to the definition of “Knowledge”) for damages with respect to the Seller or the Station period prior to the Closing Date, including but not limited to, liabilities and obligations under Station Agreements to the extent such liabilities and obligations relate to any period before the Date (a “Pre-Closing Date, regardless of whether disclosed in any Schedule or Document and regardless of whether constituting a breach by Seller of any representation, warranty, covenant or agreement, and any liability or obligation of Seller other than the Assumed Obligations arising after the Closing Date; provided, however, that Seller shall not be liable for any Claim arising out of or resulting from Buyer's action or failure to act under the TBAAncillary Claim”).

Indemnification by Seller. From and after the Closing, Seller shall indemnify, defend, indemnify and hold harmless BuyerPurchaser, any officer or director thereofits affiliates (including the Company and the Company Subsidiary) and each of their respective officers, directors, employees, stockholders, agents and representatives (“Purchaser’s Indemnified Persons”) from and against, and their permitted assigns with respect to shall reimburse Purchaser’s Indemnified Persons for, any and all demands, claims, actions, suits, proceedings, assessments, judgments, costs, losses, damages, obligations, liabilities, recoveries, deficiencies, and expenses (including interest, penalties and reasonable attorneys' fees) of every kind and description (collectively "Claim") relating to or Losses directly arising out ofof or based upon: 12.3.1 Any (a) any misrepresentation in or breach or non-performance by Seller of any representation or warranty of its representations, warranties, covenants or agreements Seller set forth in this Agreement or in any certificate delivered pursuant to this Agreement; (b) any misrepresentation in or breach of any representation or warranty of the Company set forth in this Agreement or in any certificate delivered pursuant to this Agreement; (c) any breach or nonfulfillment of any covenant, agreement or other Document; or 12.3.2 Except as otherwise provided in the TBA, any debt, liability or obligation of Seller or the Station that arises or results from or is attributable to the operations or business of the Seller or the Station or, prior to the Closing, the Company set forth in this Agreement; and (d) all Taxes (or the non-payment thereof) (i) of the Company for all taxable periods ending on or before the Closing DateDate and, with respect to any taxable period that includes (but does not end on) the Closing Date (a “Straddle Period”), the portion of such Straddle Period ending on and including the Closing Date (determined in accordance with the principles of Section 6.09), but not limited to, liabilities and obligations under Station Agreements in each case only to the extent that such liabilities and obligations relate Taxes exceed the accrual or reserve for Taxes taken into account in computing the Working Capital or (ii) attributable to any period before the Closing Date, regardless of whether disclosed in any Schedule or Document and regardless of whether constituting a breach by Seller of any representation, warranty, covenant or agreement, and any liability or obligation of Seller entity other than the Assumed Obligations arising after Company or the Closing Date; provided, however, that Seller shall not be liable for Company Subsidiary but imposed on the Company or the Company Subsidiary pursuant to Treasury Regulations Section 1.1502-6 (or any Claim arising out similar provision of or resulting from Buyer's action or failure to act under the TBAany Tax Laws).

Indemnification by Seller. Subject to the provisions of this Article 12, from and after the Closing Date, for so long as the representations, warranties, covenants and agreements of Seller survive according to the terms of Section 12.1, Seller shall indemnify, defend, defend and hold harmless Buyer, any officer or director thereofParent, and each of their permitted assigns with respect to respective Affiliates and Representatives (collectively, the “Buyer Indemnified Persons”) against any and all demandscost, damage, loss, liability, deficiencies, claims, actionsinterest, suits, proceedings, assessmentsawards, judgments, Taxes, penalties, and expense (including court costs, losses, damages, obligations, liabilities, recoveries, deficiencies, and reasonable expenses (including interest, penalties of investigation and reasonable attorneys' fees’ fees and expenses in connection with investigating, preparing or defending the foregoing) of every kind and description (collectively "Claim"“Losses”) relating to incurred or suffered by them arising out ofof or resulting from, directly or indirectly: 12.3.1 Any (a) any breach of a representation or non-performance by warranty, of Seller of any of its representations, warranties, covenants or agreements set forth in this Agreement or any other Seller Document; or, or any schedule, certificate or other document delivered pursuant hereto or thereto or in connection with the Transactions; 12.3.2 Except as otherwise provided in the TBA, (b) any debt, liability breach of any covenant or obligation agreement of Seller in this Agreement or any other Seller Document, or any schedule, certificate or other document delivered pursuant hereto or thereto or in connection with the Station that arises or results from or is attributable to the operations or business Transactions (including as a result of the Seller or the Station prior to the Closing Date, including but not limited to, liabilities and obligations under Station Agreements to the extent such liabilities and obligations relate to any period before the Closing Date, regardless of whether disclosed in any Schedule or Document and regardless of whether constituting a breach by Seller of any representation, warranty, covenant or agreement, and any liability or obligation of Seller other than the Assumed Obligations arising after the Closing Date; provided, however, that Seller shall not be liable for any Claim arising out of or resulting from Buyer's action or failure to act under of Seller); (c) any Excluded Liability; (d) any Excluded Asset; or (e) the TBAownership or operation of the Business on or prior to the Closing Date but excluding all Assumed Liabilities.

Indemnification by Seller. Seller shall indemnify, defend, indemnify and hold harmless Buyer, any officer or director thereof, Buyer and its Affiliates and their permitted respective officers, directors, successors and assigns with respect to (the “Buyer Indemnified Parties”) from and against any and all demandsclaims, claimsLiabilities, losses, damages, actions, suits, proceedings, assessmentsclaims, demands, judgments, costscosts and expenses, losses, damages, obligations, liabilities, recoveries, deficiencies, including reasonable attorney’s fees (any one such item being herein called a “Loss”) and expenses (including interest, penalties and reasonable attorneys' feesall such items being herein collectively called “Losses”) of every kind and description (collectively "Claim") relating to which are caused by or arising arise out of: 12.3.1 Any (a) any breach or non-default in the performance by Seller of any covenant or agreement of its representations, warranties, covenants Seller contained herein or agreements set forth in any certificate delivered pursuant hereto at the Closing; (b) any breach of any warranty or representation made by Seller contained in Article II of this Agreement or in any certificate delivered pursuant hereto at the Closing; (c) any severance or other Document; orclaims made against the Acquired Company by the Retained Employees after or as a result of the Pxxxxx Non-Radar Business Transfers; 12.3.2 Except as otherwise provided in (d) any claims made against the TBAAcquired Company which exclusively arise from, or relate to, the pre closing or post closing operation of the Non-Radar Businesses; (e) any debt, liability or obligation Tax liabilities that are the responsibility of Seller as contemplated by Section 5.9(b)(viii); (f) any breach of any representation or the Station that arises or results from or is attributable to the operations or business warranty made by Seller, as Licensor, in Article 6 of the Seller License Agreement; (g) the Pxxxxx Guarantees or any of the Station prior to Liens listed on Schedule 5.13; and (h) the Closing Date, including but not limited to, liabilities and obligations under Station Agreements to the extent such liabilities and obligations relate to any period before the Closing Date, regardless enforcement of whether disclosed in any Schedule or Document and regardless of whether constituting a breach by Seller of any representation, warranty, covenant or agreement, and any liability or obligation of Seller other than the Assumed Obligations arising after the Closing Date; provided, however, that Seller shall not be liable for any Claim arising out of or resulting from Buyer's action or failure to act under the TBAthis Section 8.3.

Indemnification by Seller. Seller shall indemnify(in this context, defend, the “Indemnifying Party”) indemnify and hold harmless BuyerQRSciences and its officers, any officer or director thereofdirectors, employees, shareholders, subsidiaries, agents and their permitted assigns with respect to attorneys (in this context an “Indemnified Party”), from and against any and all demands, claims, actionsactions or causes of action, suits, proceedingsjudgments, assessments, judgments, costs, losses, damages, obligations, liabilities, recoveries, deficiencies, and expenses (including interest, damages or penalties and reasonable attorneys' fees’ fees and related disbursements (collectively, “Claims”) of every kind and description (collectively "Claim") relating to suffered by such Indemnified Party resulting from or arising out of: 12.3.1 Any of (i) any inaccuracy in or breach of any of the representations or warranties made by Xxxxxxx or Seller at the time they were made, and, except for representations and warranties that speak as of a specific date or time (which need only be true and correct as of such date or time), on and as of the Closing Date, (ii) any breach or non-performance fulfillment of any covenants or agreements made by Seller Xxxxxxx or Seller, (iii) any misrepresentation made by Xxxxxxx or Seller, in each case as made herein or in the Exhibits annexed hereto or in any closing certificate, schedule or any ancillary certificates or other documents or instruments furnished by Xxxxxxx pursuant hereto or in connection with the Acquisition, (iv) any untimely filing of, or inaccuracy in, any DVOP SEC Document, and (v) the operations and liabilities of DVOP and/or any of its representationssubsidiaries, warrantieswhether known or unknown, covenants or agreements set forth in this Agreement or arising out of any other Document; or 12.3.2 Except as otherwise provided in the TBAaction, any debt, liability or obligation omission and/or period of Seller or the Station that arises or results from or is attributable to the operations or business of the Seller or the Station prior to time preceding the Closing Date, including but not limited to, liabilities and obligations under Station Agreements to the extent such liabilities and obligations relate to any period before the Closing Date, regardless of whether disclosed in any Schedule taxes or Document and regardless of whether constituting a breach by Seller of any representation, warranty, covenant or agreement, and any liability or obligation of Seller other than the Assumed Obligations arising after the Closing Date; provided, however, that Seller shall not be liable for any Claim arising out of or resulting from Buyer's action or failure creditor claims levied with respect to act under the TBAsame.

Indemnification by Seller. Seller shall indemnify, defend, and hold harmless Buyer, any officer or director thereof, and their permitted assigns with respect to any and all demands, claims, actions, suits, proceedings, assessments, judgments, costs, losses, damages, obligations, liabilities, recoveries, deficiencies, and expenses (including interest, penalties and reasonable attorneys' fees) of every kind and description (collectively "Claim") relating to or arising out of: 12.3.1 Any breach or non-performance by Seller of any of its representations, warranties, covenants or agreements set forth in this Agreement or any other Document; or 12.3.2 Except as otherwise provided in the TBA, any debt, liability or obligation of Seller or the Station that arises or results from or is attributable to the operations or business of the Seller or the Station prior to From the Closing Date, including but not limited to, liabilities and obligations under Station Agreements subject to the extent such liabilities terms and obligations relate conditions of Section 9.3 below, Seller and Parent agree to indemnify, defend and hold Purchaser and its Affiliates and their respective successors and permitted assigns (collectively "PURCHASER INDEMNITEES") harmless from and against any period before the Closing Dateand all Losses based upon, regardless arising out of whether disclosed or otherwise in respect of (i) any Schedule inaccuracy or Document and regardless of whether constituting a any breach by Seller of any representationrepresentation or warranty of Seller or Parent, warrantyas the case may be, contained in this Agreement, or any of Seller's Ancillary Documents, (ii) any breach of any covenant or agreementagreement of Seller or Parent, and as the case may be, contained in this Agreement (including this Section 9.2), or any of Seller's Ancillary Documents, (iii) the failure of Seller to discharge any liability or obligation of Seller other than the Assumed Obligations arising after the Closing Date; providedLiabilities, however, that Seller shall not be liable for (iv) any Claim Liability (including Taxes and Environental Liabilities and Costs) arising out of or resulting from Buyerrelating to any of the Assets or the conduct of the Business during the period prior to the time of the Closing, other than the Assumed Liabilities, (v) any Taxes imposed on Purchaser that are Seller's action obligations under Section 6.6, and (vi) any Accounts Receivable Deficiency or failure to act under the TBAAssumed Liabilities Overage, as set forth in Section 6.7.

Indemnification by Seller. Subject to the terms of this Article IX, Seller shall will indemnify, defend, defend and hold Purchaser and its Affiliates (including, after the Closing, the Acquired Company and its Subsidiaries) and each of their respective officers, directors, shareholders, managers, members, employees, agents, successors and assigns (each a “Purchaser Indemnified Party” and, collectively, the “Purchaser Indemnified Parties”) harmless Buyer, any officer or director thereof, against and their permitted assigns with in respect to of any and all demandsLosses, claims, actions, suits, proceedings, assessments, judgments, costs, losses, damages, obligations, liabilities, recoveries, deficiencies, and expenses (including interest, penalties and reasonable attorneys' fees) of every kind and description (collectively "Claim") relating to which such Purchaser Indemnified Party has suffered or incurred arising out of: 12.3.1 Any of (a) any breach or non-performance by Seller inaccuracy of any of its representations, warranties, covenants representation or agreements set forth in this Agreement or any other Document; or 12.3.2 Except as otherwise provided in the TBA, any debt, liability or obligation of warranty made by Seller or the Station that arises or results from or is attributable to the operations or business of the Seller or the Station prior to the Closing Date, including but not limited to, liabilities and obligations under Station Agreements to the extent such liabilities and obligations relate to any period before the Closing Date, regardless of whether disclosed Acquired Company in any Schedule or Document and regardless of whether constituting a breach by Seller of any representation, warranty, covenant or agreement, and any liability or obligation of Seller other than the Assumed Obligations arising after the Closing Datethis Agreement; provided, however, for purposes of this Section 9.1(a), in determining the amount of any Losses with respect to any breach or inaccuracy of a representation or warranty by Seller or the Acquired Company such representations and warranties will be read without regard to any materiality or knowledge qualifier (including, without limitation, any reference to “material,” “in all material respects” or Material Adverse Effect) contained therein, but that such representations and warranties shall be read with regard to materiality and knowledge qualifiers (including, without limitation, any reference to “material,” “in all material respects” and Material Adverse Effect) in determining whether there has been a breach or inaccuracy of any such representations or warranties or (b) any breach or non-fulfillment of any covenant, agreement or obligation of the Acquired Company (at or prior to the Closing) or Seller shall not be liable for any Claim arising out of or resulting from Buyer's action or failure to act under the TBAthis Agreement.

Indemnification by Seller. (a) Subject to Closing and the limitations of Section 8.02(b) and the adjustments provided for in Section 8.02(c), Seller shall indemnify, defend, will indemnify and hold harmless Buyerthe Purchaser and its representatives, shareholders, subsidiaries and Affiliates (collectively, the "Purchaser Indemnified Parties") and will reimburse the Purchaser Indemnified Parties for any officer or director thereofloss, liability, claim, damage, expense (including reasonable costs of investigation and their permitted assigns defense and reasonable attorneys fees and expenses to the extent defense is not provided by Seller and, with respect to any and all demands, claims, actions, suits, proceedings, assessments, judgments, costs, losses, damages, obligations, liabilities, recoveries, deficiencies, and expenses (including interest, penalties and reasonable attorneys' fees) of every kind and description (collectively "Claim") relating to or matters arising out ofof Contracts that neither constitute Company Liabilities nor relate to Transferred Projects, the reasonable time charges for participation in the defense of such matters by Purchaser's personnel) or diminution of value, whether or not involving a third party claim (collectively, "Losses"), arising from or in connection with: 12.3.1 Any (i) any breach of any representation or non-performance warranty made by Seller in Article II of this Agreement; (ii) any breach of any of its representations, warranties, covenants or agreements set forth in this Agreement or any other Document; or 12.3.2 Except as otherwise provided in the TBA, any debt, liability covenant or obligation of Seller in (A) Sections 4.01 through 4.10 of this Agreement and (B) Sections 4.11 through 4.13, Section 11.06 and Article VIII of this Agreement; (iii) any claim by any Person for brokerage or finder's fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by any such Person with Seller or either of the Station that arises Companies (or results from any Person acting on their behalf) in connection with any of the transactions contemplated by this Agreement; (iv) any product or is attributable component thereof sold and delivered by or any services provided by, the Companies, prior to the operations Closing Date other than in connection with the Transferred Projects and subject to the provisions of Section 5.07 hereof; (v) all Seller Liabilities; and (vi) any claims or business threatened claims arising out of the actions or inactions of either of the Companies, Seller or its other Affiliates with respect to the Station Business prior to the Closing Date, including but not limited toexcluding however, liabilities and obligations under Station Agreements any claims arising or resulting from or related to the extent such liabilities and obligations relate to any period before the Closing Date, Transferred Projects regardless of whether disclosed in any Schedule such claims result from actions or Document and regardless inactions of whether constituting a breach by either of the Companies, Seller or its other Affiliates taken or failed to be taken prior to the Closing Date or from actions or inactions of any representationthe Companies, warranty, covenant Purchaser or agreement, and any liability its Affiliates taken or obligation of Seller other than the Assumed Obligations arising failed to be taken on or after the Closing Date; provided, however, that . The Losses described in clauses (i) and (ii)(A) above are collectively referred to herein as "Purchaser Losses". (b) Seller shall not be liable to the Purchaser Indemnified Parties for any Claim arising out Purchaser Losses only if the aggregate amount of all Purchaser Losses exceeds $500,000 (the "Deductible"), in which case Seller shall only be obligated to indemnify Purchaser for Purchaser Losses in excess of the Deductible and, then, only to the extent indemnification payable by Seller with respect to Purchaser Losses under this Section 8.02 does not in the aggregate exceed $5,000,000. (c) Notwithstanding anything contained herein to the contrary, the amount for which a Purchaser Indemnified Party is entitled to indemnification hereunder for Purchaser's Losses shall be reduced by the amount of any and all tax benefits, amounts recovered under insurance policies, insurance loss funds or resulting from Buyerinsurance deposits (net of deductibles and incidental expenses) and further reduced by recovery of any setoffs or counterclaims realized by the Purchaser Indemnified Party that are measurable in dollars with reasonable certainty (net of cost and expenses of recovering such amounts). (d) For the purposes of determining Purchaser Losses, the Seller's action or failure representations and warranties in Article II hereof, shall be deemed to act be made without reference to any materiality qualifications, including, without limitation Material Adverse Effect qualifications. (e) Any indemnification payable by Seller under this Section 8.02 shall be, to the TBAextent permitted by law, an adjustment to Purchase Price.

Indemnification by Seller. Subject to the provisions of this Article VIII, Seller shall indemnify, defend, indemnify and hold harmless Buyer, any officer or director thereofits successors and assigns, and their permitted assigns with respect to its officers, managers, directors, employees, agents and Affiliates (“Buyer’s Indemnified Persons”) from and against, and shall reimburse Buyer’s Indemnified Persons for, any and all demands, claims, actions, suits, proceedings, assessments, judgments, costs, losses, liabilities, damages, obligations, liabilities, recoveries, deficiencies, costs and expenses (including interestLegal Expenses) (collectively, penalties and reasonable attorneys' fees) of every kind and description (collectively "Claim") relating to or “Losses”), arising out of, based upon or incurred in connection with: 12.3.1 Any (a) any breach or non-performance by Seller of any representation or warranty of its representations, warranties, covenants or agreements Seller set forth in this Agreement or the Schedules, or in any certificate or transfer instrument delivered by Seller at Closing; (b) any breach of any covenant, agreement or other Document; or 12.3.2 Except as otherwise provided in the TBA, any debt, liability or obligation of Seller or in this Agreement; (c) the Station that arises or results from or is attributable to the operations or business of the Seller or the Station prior to the Closing Date, including but not limited to, liabilities litigation and obligations under Station Agreements to the extent such liabilities and obligations relate to any period before the Closing Date, regardless of whether disclosed other matters set forth in any Schedule or Document and regardless of whether constituting a breach by Seller of any representation, warranty, covenant or agreement, and any liability or obligation of Seller other than the Assumed Obligations arising after the Closing Date3.26; provided, however, that Seller the indemnification provided by this Section 8.1(c) with respect to Case No. 106CV068540 in Superior Court of the State of California, County of Santa Cxxxx (the “Subject Litigation”), shall not be liable for include any Claim arising out portion of the Losses resulting directly from actions taken or resulting from conduct by Buyer's action , or its employees, officers, members, or Affiliates existing on or prior to the Closing Date (including the employees, officers and members of any Affiliates existing on or prior to the Closing Date); (d) the Excluded Liabilities, or Seller’s failure to act under perform, pay and discharge any Excluded Liability prior to or following the TBAClosing; (e) the operation of the Business on or prior to the Closing Date (including Liabilities relating to any Seller Deals in Progress), but specifically excluding the Assumed Liabilities, Ordinary Course Warranty Claims and Liabilities relating to the Buyer Deals in Progress; and (f) enforcement of this Section 8.1.

Indemnification by Seller. From and after Closing, Seller shall indemnifyindemnify and defend each of Buyer and its Affiliates and their respective Representatives (collectively, defendthe “Buyer Indemnitees”) against, and shall hold each of them harmless Buyerfrom and against, and shall pay and reimburse each of them for, any officer and all Losses incurred or director thereofsustained by, and their permitted assigns or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to any and all demands, claims, actions, suits, proceedings, assessments, judgments, costs, losses, damages, obligations, liabilities, recoveries, deficiencies, and expenses (including interest, penalties and reasonable attorneys' fees) of every kind and description (collectively "Claim") relating to or arising out by reason of: 12.3.1 Any (a) any inaccuracy in or breach of any of the representations or warranties of Seller contained in this Agreement, or in any certificate or instrument delivered by or on behalf of Seller pursuant to this Agreement, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date); (b) any breach or non-performance fulfillment of any covenant, agreement or obligation to be performed by Seller of any of its representationspursuant to this Agreement, warranties, covenants or agreements set forth in this Agreement the Ancillary Documents or any other Documentcertificate or instrument delivered by or on behalf of Seller pursuant to this Agreement; (c) any asset, right, or property of Seller or any Seller Affiliate that is not a Purchased Asset; (d) any Excluded Liability; (e) any Third-Party Claim based upon, resulting from or arising out of the business, operations, properties, assets or obligations of the Business conducted, existing or arising prior to the Closing; or 12.3.2 Except as otherwise provided in (f) the TBA, any debt, liability or obligation of Seller or the Station that arises or results from or is attributable to the operations or business of the Seller or the Station prior to the Closing Date, including but not limited to, liabilities and obligations under Station Agreements to the extent such liabilities and obligations relate to any period before the Closing Date, regardless of whether disclosed in any Schedule or Document and regardless of whether constituting a breach by Seller of any representation, warranty, covenant or agreement, and any liability or obligation of Seller other than the Assumed Obligations arising after the Closing Date; provided, however, that Seller shall not be liable for any Claim arising out of or resulting from Buyer's action or failure to act under the TBADesignated Litigation.

Indemnification by Seller. Seller shall indemnifyFrom and after the Closing Date, defend, but subject to the conditions and hold harmless Buyer, any officer or director thereof, and their permitted assigns with respect to any and all demands, claims, actions, suits, proceedings, assessments, judgments, costs, losses, damages, obligations, liabilities, recoveries, deficiencies, and expenses (including interest, penalties and reasonable attorneys' fees) of every kind and description (collectively "Claim") relating to or arising out of: 12.3.1 Any breach or non-performance by Seller of any of its representations, warranties, covenants or agreements limitations set forth in this Agreement Agreement, which shall be controlling, Seller shall indemnify and hold Buyer and its affiliates, managers, directors, officers, partners, employees, agents and representatives, and the successors and permitted assigns of any of the foregoing (collectively, “Buyer Indemnitees”) harmless from and against any and all loss, cost, damage or expense (including reasonable attorneys’ fees) resulting from or arising out of (i) any other Document; or 12.3.2 Except as otherwise provided breach by Seller of Section the representations and warranties in Section 3.1.1, 3.1.2, 3.1.4, 3.1.8(a) or 3.1.17 or (ii) any breach by Seller of (A) the TBA, representations and warranties in Section 3.1.8(b) or 3.1.21 or (B) any debt, liability covenant or obligation of Seller or contained herein (collectively, “Damages”). The Parties agree that the Station that arises or results from or is attributable Seller will not be deemed to the operations or business have breached any of the Seller representations or the Station prior to the Closing Date, including but not limited to, liabilities and obligations under Station Agreements warranties set forth in Section 3.1.8(a) to the extent such liabilities and obligations relate representations or warranties are made untrue, incorrect or inaccurate by the issuance of additional Membership Interests by the Company solely in connection with the repayment of outstanding intercompany debt owed by the Company to any period before the Closing DateSeller. THE FOREGOING INDEMNIFICATION WILL APPLY WHETHER OR NOT SUCH LIABILITIES AND COSTS ARE IN ANY WAY OR TO ANY EXTENT RELATED TO OR ARISING FROM, regardless of whether disclosed in any Schedule or Document and regardless of whether constituting a breach by Seller of any representationIN WHOLE OR IN PART, warrantyUNDER ANY CLAIM OR THEORY OF STRICT LIABILITY OR CAUSED, covenant or agreementIN WHOLE OR IN PART BY ANY NEGLIGENT ACT OR OMISSION OF ANY KIND BY ANY BUYER INDEMNITEE, and any liability or obligation of Seller other than the Assumed Obligations arising after the Closing Date; provided, however, that Seller shall not be liable for any Claim arising out of or resulting from Buyer's action or failure to act under the TBAWHETHER UNDER STATUTE OR UNDER COMMON LAW.

Indemnification by Seller. Subject to the additional provisions set forth in this Article VII, Seller shall indemnifyindemnify Buyer and its respective Affiliates including, defendwithout limitation, its stockholders, officers, directors, employees and representatives (each a “Buyer Indemnitee”) against, and hold each Buyer Indemnitee harmless Buyerfrom, any officer or director thereof, and their permitted assigns with respect to any and all demands, claims, actions, suits, proceedings, assessments, judgments, costs, losses, damages, liabilities, payments and obligations, liabilitiesand all expenses, recoveriesincluding, deficiencieswithout limitation, and expenses (including interest, penalties and reasonable attorneys' fees) of every kind and description legal fees (collectively "Claim") relating “Losses”), incurred, suffered, sustained or required to be paid, directly or indirectly, by, or imposed upon, such Buyer Indemnitee resulting from, related to or arising out of: 12.3.1 Any of (i) any breach or non-performance by Seller inaccuracy of any representation or warranty of its representations, warranties, covenants or agreements set forth Seller contained in this Agreement or in any other Documentdocument delivered to Buyer pursuant to the provisions of this Agreement; or 12.3.2 Except as otherwise provided (ii) any failure of Seller to perform any of the covenants contained in this Agreement or in any document delivered to Buyer pursuant to the TBAprovisions of this Agreement; (iii) the Excluded Assets, (iv) any liabilities not specifically assumed hereby, including, without limitation, liabilities and obligations of noncompliance with the WARN Act or similar plant closing laws; (v) except to the extent specifically assumed by Buyer, any debt, liability claim by any third party brought against any Buyer Indemnitee in connection with the Purchased Assets arising from the ownership or obligation of Seller or the Station that arises or results from or is attributable to the operations or business use of the Seller or the Station Purchased Assets prior to the Closing Date, including but not limited to, liabilities ; and obligations under Station Agreements to (vi) any Losses associated with the extent such liabilities and obligations relate to any period before the Closing Date, regardless of whether disclosed matters set forth in any Schedule or Document and regardless of whether constituting a breach by Seller of any representation, warranty, covenant or agreement, and any liability or obligation of Seller other than the Assumed Obligations arising after the Closing Date; provided, however, that Seller shall not be liable for any Claim arising out of or resulting from Buyer's action or failure to act under the TBA7.1.

Indemnification by Seller. Seller shall Subject to Section 8 hereof, SELLER, if this transaction is not completed, agrees to indemnify, defend, defend and hold harmless BuyerBUYER and its respective directors, any officer or director thereofofficers, employees, agents, affiliates, successors, attorneys and their permitted assigns with respect to (collectively, "Indemnitee") from and against any and all demandslosses, claims, actions, suits, proceedings, assessments, judgments, costs, lossesdemands, damages, obligations, liabilities, recoveries, deficiencies, costs and expenses (including interestincluding, penalties and without limitation, reasonable attorneys' feesfees and disbursements and amounts paid in settlement of any claim, act or suit) of every kind kind, nature and description (collectively each, a "Claim" and collectively, "Claims") relating to or suffered by Indemnitee based upon, arising out of or otherwise in respect of: 12.3.1 Any i. any inaccuracy in or breach or non-performance by Seller of any of its representations, warranties, covenants or agreements set forth in this Agreement or any other Document; or 12.3.2 Except as otherwise provided in the TBA, any debt, liability or obligation of Seller or the Station that arises or results from or is attributable to the operations or business of the Seller or the Station prior to the Closing Date, including but not limited to, liabilities and obligations under Station Agreements to the extent such liabilities and obligations relate to any period before the Closing Date, regardless of whether disclosed in any Schedule or Document and regardless of whether constituting a breach by Seller fulfillment of any representation, warranty, covenant or agreementagreement of the SELLER contained in this Agreement or in any Ancillary Document, certificate or other documents delivered by or on behalf SELLER pursuant to this Agreement; ii. the ownership, management and any liability or obligation conduct of Seller other than the Assumed Obligations arising after SELLER's business prior to and including the Closing Date; provided, howeverincluding, that Seller shall but not be liable for any Claim limited to, Claims arising out of termination of any of SELLER's employees, if any, as of and including the Closing Date, except for Claims fully reflected or reserved against on the Financial Statements; or iii. Any act or omission of SELLER, or any of their respective agents and employees in respect of periods prior to and including the Closing Date, except for Claims fully reflected or reserved against on the Financial Statements. Any cost resulting from Buyer's action or failure to act under the TBAundisclosing of liabilities by SELLER will be offset against SELLER by reducing the existing shareholders' loan by the same amount.

Indemnification by Seller. Subject to the limitations and conditions contained in this Article VII, Seller shall agrees to indemnify, defend, defend and hold harmless BuyerBuyer and its respective Affiliates (for the avoidance of doubt, any officer or director thereofincluding the Company post-Closing) and each of their respective officers, directors, employees, agents, and their permitted assigns with respect representatives (each, a "Buyer Indemnified Party" and, collectively, the "Buyer Indemnified Parties"), from and against, and to promptly pay to a Buyer Indemnified Party or reimburse a Buyer Indemnified Party for, any and all Liabilities (whether contingent, fixed or unfixed, liquidated or unliquidated, or otherwise), obligations, deficiencies, demands, claims, suits, actions, suitscauses of action, assessments, losses, costs, expenses, interest, fines, penalties, damages or costs or expenses of any and all investigations, proceedings, assessments, judgments, costsenvironmental analyses, lossesremediations, damagessettlements and compromises (including, obligationswithout limitation, liabilities, recoveries, deficiencies, reasonable fees and expenses of attorneys, accountants and other experts) (including interestindividually, penalties a "Loss" and reasonable attorneys' fees) of every kind and description (collectively collectively, the "ClaimLosses") sustained or incurred by any Buyer Indemnified Party relating to to, resulting from or arising out of: 12.3.1 Any breach or non-performance by Seller of any of its representationsthe following: (a) any inaccuracy in or breach of a representation or warranty made herein or in the Transaction Documents by Seller or the Company; (b) any non-compliance with or breach by Seller or, warrantieswith respect to the pre-Closing period, the Company of any of the covenants or agreements set forth contained in this Agreement or any other Document; the Transaction Documents to be performed by Seller or 12.3.2 Except as otherwise provided in the TBA, any debt, liability or obligation of Seller or the Station that arises or results from or is attributable with respect to the operations or business of pre-Closing period, the Seller or the Station prior to the Closing DateCompany, including as applicable, including, but not limited to, liabilities such covenants and obligations under Station Agreements agreements set forth in Article VI hereunder; (c) any claims pursuant to Section 6.1(a) hereto; (d) any Indebtedness of the extent such liabilities and obligations relate to Company or any period before Seller Transaction Expenses not paid at the Closing Date, regardless Closing; and (e) any of whether disclosed in any the items set forth on Schedule or Document and regardless of whether constituting a breach by Seller of any representation, warranty, covenant or agreement, and any liability or obligation of Seller other than the Assumed Obligations arising after the Closing Date; provided, however, that Seller shall not be liable for any Claim arising out of or resulting from Buyer's action or failure to act under the TBA7.1.

Indemnification by Seller. Subject to the other terms and conditions of this Article VI, Seller shall indemnify, defend, indemnify and hold harmless Buyer, any officer or director thereofits affiliates and their respective stockholders, directors, and their permitted assigns officers from and against any and all claims, judgments, damages, liabilities, settlements, losses, costs and expenses, including reasonable attorneys' fees and disbursements (collectively, “Losses”), incurred or sustained by, or imposed upon, Buyer based upon, arising out of, with respect to any and all demands, claims, actions, suits, proceedings, assessments, judgments, costs, losses, damages, obligations, liabilities, recoveries, deficiencies, and expenses (including interest, penalties and reasonable attorneys' fees) of every kind and description (collectively "Claim") relating to or arising out by reason of: 12.3.1 Any (a) any inaccuracy in or breach or non-performance by Seller of any of its representations, warranties, covenants the representations or agreements set forth warranties of Seller contained in this Agreement or any other Documentdocument to be delivered hereunder; (b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Seller pursuant to this Agreement or any document to be delivered hereunder; (c) any liabilities (including the Excluded Liabilities but excluding the Assumed Liabilities) imposed by a third party, including any federal, state and local governmental or semi-governmental agencies, against any of the Buyer Parties because the Transaction is deemed an acquisition of all or substantially all of Seller’s assets and any or all of the Buyer Parties is or are deemed the successor(s) of Seller under the applicable laws. Such liabilities described in this Section 6.02(c) shall include, without limitation, any and all of unpaid tax liabilities of Seller; (d) any current and future, potential and existing liabilities and obligations arising from any disputes among any of the Seller’s shareholders and Seller; or 12.3.2 Except as otherwise provided in the TBA(e) any costs and expenses incurred by any Buyer Party associated with cooperating with any federal, state or local governmental agencies regarding investigations or actions involving any debt, liability current or obligation former shareholders of Seller or the Station that arises or results from or is attributable to the operations or business of the Seller or the Station prior to the Closing Date, including but not limited to, liabilities and obligations under Station Agreements to the extent such liabilities and obligations relate to any period before the Closing Date, regardless of whether disclosed in any Schedule or Document and regardless of whether constituting a breach by Seller of any representation, warranty, covenant or agreement, and any liability or obligation of Seller other than the Assumed Obligations arising after the Closing Date; provided, however, that Seller shall not be liable for any Claim arising out of or resulting from Buyer's action or failure to act under the TBASeller.

Indemnification by Seller. Subject to the other terms and conditions of this Article VIII, Seller shall indemnify, defendindemnify and defend each of Buyer and its Affiliates and their respective Representatives (the “Buyer Indemnitees”) against, and shall hold each of them harmless Buyerfrom and against, and shall pay and reimburse each of them for, any officer and all Losses incurred or director thereofsustained by, and their permitted assigns or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to any and all demands, claims, actions, suits, proceedings, assessments, judgments, costs, losses, damages, obligations, liabilities, recoveries, deficiencies, and expenses (including interest, penalties and reasonable attorneys' fees) of every kind and description (collectively "Claim") relating to or arising out by reason of: 12.3.1 Any (a) any inaccuracy in or breach of any of the representations or warranties of Seller contained in this Agreement and in any Transaction Document, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date), provided however, that, for the purposes of the representations and warranties set forth in Section 4.14, any reference to “material”, “materially”, “in all material respects” or similar words will be disregarded in determining any inaccuracy in or breach of such representations or warranties; (b) any breach or non-performance fulfillment of any covenant, agreement or obligation to be performed by Seller of any of its representations, warranties, covenants or agreements set forth in the Stockholders pursuant to this Agreement or any other Transaction Document; (c) any Excluded Asset or any Excluded Liability; or 12.3.2 Except as otherwise provided in (d) any Third Party Claim based upon, resulting from or arising out of the TBAbusiness, any debtoperations, liability properties, assets or obligation obligations of Seller or any of its Affiliates (other than the Station that arises Assumed Liabilities) conducted, existing or results from arising on or is attributable to the operations or business of the Seller or the Station prior to the Closing Date, including but not limited to, liabilities and obligations under Station Agreements to the extent such liabilities and obligations relate to any period before the Closing Date, regardless of whether disclosed in any Schedule or Document and regardless of whether constituting a breach by Seller of any representation, warranty, covenant or agreement, and any liability or obligation of Seller other than the Assumed Obligations arising after the Closing Date; provided, however, that Seller shall not be liable for any Claim arising out of or resulting from Buyer's action or failure to act under the TBA.

Indemnification by Seller. Seller shall To the extent permitted by law, Xxxxxx agrees to indemnify, defend, defend and hold harmless Buyer, any officer or director thereof, Xxxxx’s successors and assigns and their permitted assigns with affiliates and its and their shareholders, directors, officers, employees, agents, consultants and representatives (“Buyer Parties”) against and in respect to of any and all demands, claims, actions, suits, proceedings, assessments, judgments, costs, losses, damages, obligationscharges, claims, expenses, liabilities, recoveries, deficiencies, and expenses (including proceedings, judgments, interest, penalties awards, penalties, fees, obligations and costs, including reasonable attorneys' fees’ fees and court costs (collectively, “Losses”) incurred by or imposed upon the Buyer Parties, which arise out of every kind and description or relate to the following (collectively "Claim"collectively, “Buyer Claims”): (a) relating to or arising out of: 12.3.1 Any any breach or non-performance by Seller of any of its representations, warranties, covenants or agreements set forth in this Agreement or any other Document; orfailure by Seller to perform any of its obligations in this Agreement; 12.3.2 Except as otherwise provided in (b) any breach of any warranty or the TBA, inaccuracy of any debt, liability or obligation representation of Seller contained in this Agreement provided that Buyer issues written notice of such breach to Seller prior to the first anniversary of the Closing Date; and (c) any third party claims against any Buyer Parties for personal injury (including death) or the Station that arises property loss or results damages resulting from or is attributable to the operations or business arising out of the Seller ownership, operation or use of the Station Purchased Assets, Easement Rights and Permits prior to the Closing Date, including but not limited to, liabilities and obligations under Station Agreements only to the extent the alleged injury or damage occurred before the Closing Date; except to the extent such liabilities and obligations relate Buyer Claims are attributable to the negligence or willful misconduct of, or breach of this Agreement by, any period before the Closing Date, regardless of whether disclosed in any Schedule or Document and regardless of whether constituting a breach by Seller of any representation, warranty, covenant or agreement, and any liability or obligation of Seller other than the Assumed Obligations arising after the Closing Date; provided, however, that Seller Buyer Parties. The Buyer Parties shall not be liable for entitled to any Claim punitive, incidental, indirect, special or consequential damages resulting from or arising out of any Buyer Claims, including damages for lost revenues, income, profits or tax benefits, or any other damage or loss resulting from Buyer's action any disruption to or failure to act under loss of operation of the TBAPurchased Assets.

Indemnification by Seller. Seller shall indemnify, agrees to defend, indemnify and hold harmless BuyerPurchaser and shall reimburse Purchaser for, any officer or director thereoffrom and against each claim, loss, liability, cost and expense (including without limitation, interest, penalties, costs of preparation and investigation, and their permitted assigns with respect to any and all demandsthe reasonable fees, claims, actions, suits, proceedings, assessments, judgments, costs, losses, damages, obligations, liabilities, recoveries, deficiencies, disbursements and expenses of attorneys, accountants and other professional advisors) (including interestcollectively, penalties and reasonable attorneys' fees) of every kind and description (collectively "ClaimLosses") ), directly or indirectly relating to to, resulting from or arising out of: 12.3.1 Any i. any inaccurate representation, breach of warranty or non-performance by Seller nonfulfillment of any of its representations, warranties, covenants agreement or agreements set forth in this Agreement other obligation by or any other Document; or 12.3.2 Except as otherwise provided in the TBA, any debt, liability or obligation of Seller contained herein, as to any past, present or future matter, in any Schedule hereto, in any Disclosure Schedule or in any certificate, document or instrument delivered to Purchaser pursuant hereto. ii. the Station that arises or results from or is attributable to conduct of the business, operations or business assets of the Seller prior to the Closing Date or the Station actions or omissions of the directors, officers, shareholders, employees or agents of the Seller prior to the Closing Date, including but not limited to, liabilities and obligations under Station Agreements other than Losses arising from matters disclosed in this Agreement or expressly reserved against in this Agreement (to the extent of such liabilities and obligations relate to reserves); iii. any period before the Closing Datemisrepresentation or nonfulfillment of any covenant, regardless agreement or other obligation by or of whether disclosed Seller contained herein, in any Schedule hereto, in any Disclosure Schedule or Document and regardless in any certificate, document or instrument delivered to Purchaser pursuant hereto; iv. any Taxes or Assessments owed by Seller; and v. any other Loss incidental to any of whether constituting a breach by Seller the foregoing or to the enforcement of any representation, warranty, covenant or agreement, and any liability or obligation of Seller other than the Assumed Obligations arising after the Closing Date; provided, however, that Seller shall not be liable for any Claim arising out of or resulting from Buyer's action or failure to act under the TBAthis Section.

Indemnification by Seller. Seller agrees to and shall indemnifyindemnify Buyer and its Affiliates, defendstockholders, officers, directors, employees, agents, partners, representatives, successors and assigns (collectively, the "BUYER PARTIES") and save and hold each of them harmless Buyeragainst and pay on behalf of or reimburse such Buyer Parties as and when incurred for any loss, any officer liability, demand, claim, action, cause of action, cost, damage, deficiency, Tax, penalty, fine or director thereofexpense, and their permitted assigns with respect to any and all demands, claims, actions, suits, proceedings, assessments, judgments, costs, losses, damages, obligations, liabilities, recoveries, deficiencies, and expenses whether or not arising out of third-party claims (including interest, penalties and penalties, reasonable attorneys' feesfees and expenses and all amounts paid in investigation, defense or settlement of any of the foregoing) of every kind and description (collectively collectively, "ClaimLOSSES") ), which any such Buyer Party may suffer, sustain or become subject to, as a result of, in connection with, relating or incidental to or arising out by virtue of: 12.3.1 Any : (i) any breach by the Company or non-performance by Seller of any representation or warranty made by the Company or Seller in this Agreement or any of its the Schedules or Exhibits attached hereto, or in any of the certificates or other instruments or documents furnished by the Company pursuant to this Agreement; (ii) any nonfulfillment or breach of any covenant, agreement or other provision by the Company, Seller under this Agreement or any of the Schedules and Exhibits attached hereto; (iii) any action, demand, proceeding, investigation or claim by any Person against or affecting the Company or any Buyer Party which, if successful, would give rise to or evidence the existence of or relate to a breach of any of the representations, warranties, covenants or agreements set forth in this Agreement or any other Document; or 12.3.2 Except as otherwise provided in of the TBA, any debt, liability or obligation of Seller Company or the Station that arises or results from or is attributable to the operations or business Seller under this Agreement; (iv) any Taxes of the Seller or the Station prior to the Closing Date, including but not limited to, liabilities and obligations under Station Agreements to the extent such liabilities and obligations relate Company with respect to any period Tax year or portion thereof ending on or before the Closing Date, regardless Date as determined in accordance with Section 8.11 hereof; or (v) any of whether disclosed in any Schedule or Document and regardless of whether constituting a breach by the matters set forth on the INDEMNIFICATION SCHEDULE attached hereto; PROVIDED THAT Seller of any representation, warranty, covenant or agreement, and shall not have any liability or obligation of Seller under clauses (i) and (iii) above (other than with respect to the Assumed Obligations arising after representations and warranties contained in Section 5.2 (Capital Stock and Related Matters; Title to Shares), Section 5.20 (Tax Matters) and Section 5.21(Brokerage and Transaction Bonuses)) unless the Closing Dateaggregate of all Losses relating thereto for which Seller would, but for this proviso, be liable exceeds on a cumulative basis an amount equal to $100,000 (and then Seller shall be liable for all such Losses including the $100,000 threshold amount); providedand PROVIDED FURTHER that Seller's aggregate liability under clause (i) above (other than with respect to the representations and warranties contained in Section 5.2 (Capital Stock and Related Matters; Title to Shares), Section 5.20 (Tax Matters) and Section 5.21 (Brokerage and Transaction Bonuses)), shall in no event exceed an amount equal to one-half of the Purchase Price (with it being understood, however, that Seller nothing in this Agreement (including this Section 8.2(a)) shall not be liable for limit or restrict any Claim arising out of the Buyer Parties' right to maintain or resulting from Buyer's recover any amounts in connection with any action or failure to act under the TBAclaim based upon fraudulent misrepresentation or deceit).

Indemnification by Seller. Seller shall indemnify, defend, indemnify and hold ------------------------- harmless Buyer, any officer or director thereofof their Affiliates, and any of their permitted assigns with respect to respective directors, officers, employees and agents (collectively, the "Buyer Indemnified Parties") from and against any and all demandslosses, claims, actions, suits, proceedings, assessments, judgments, costs, losses, damages, obligations, liabilities, recoveries, deficiencies, and damages or expenses (including interestcollectively, penalties and reasonable attorneys' fees) of every kind and description (collectively "ClaimLosses") relating to or arising out of: 12.3.1 Any breach or non-performance by Seller of any of its representations, warranties, covenants or agreements set forth in this Agreement or any other Document; or 12.3.2 Except as otherwise provided in the TBA, any debt, liability or obligation of Seller or the Station that arises or results from or is attributable to the operations or business of the Seller or the Station prior to the Closing Date, including but not limited to, liabilities and obligations under Station Agreements to the extent such liabilities and obligations relate to any period before the Closing Date, regardless of whether disclosed in any Schedule or Document and regardless of whether constituting a breach by Seller of any representation, warranty, covenant or agreement, and any liability or obligation of Seller other than the Assumed Obligations arising after the Closing Date; provided, however, that Seller shall not be liable for any Claim arising out of or resulting from Buyer's from: (a) Any and all Retained Liabilities; (b) The breach of any representation or warranty of Seller set forth herein or in any of the Collateral Agreements; (c) The breach of any covenant or agreement of Seller set forth herein or in any of the Collateral Agreements; (d) To the extent that Buyer complies with the provisions of Section 2.06, any and all Overdue Receivables (after reduction by the allowance ------------ for doubtful accounts as provided in the Audited Closing Balance Sheet); (e) Any and all brokers' or similar fees or commissions in connection herewith, based on any understanding with Seller or any action taken by Seller; and (f) Any and all legal and other expenses reasonably incurred by any Buyer Indemnified Party in connection with defending, or failure prosecuting any of the matters referred to act under the TBAin paragraphs (a) through (e) above (or actions or claims in respect thereof) whether or not resulting in any loss, liability, damage, cost, or obligation.

Indemnification by Seller. Subject to Section 8.1 (General; Survival) and the other provisions of this Article, from and after the Closing Date, Seller shall indemnify, defend, indemnify and hold harmless BuyerPurchaser and its Affiliates and Representatives (collectively, any officer or director thereofthe “Purchaser Indemnitees”), from and their permitted assigns with against and in respect to of any and all demandsLosses resulting from, claims, actions, suits, proceedings, assessments, judgments, costs, losses, damages, obligations, liabilities, recoveries, deficiencies, and expenses (including interest, penalties and reasonable attorneys' fees) of every kind and description (collectively "Claim") relating to or arising out of, relating to, or imposed upon or incurred by any Purchaser Indemnitee by reason of: 12.3.1 Any (i) any inaccuracy in or breach or non-performance by Seller of any of its representations, warranties, covenants representation or agreements set forth in this Agreement or any other Document; or 12.3.2 Except as otherwise provided in the TBA, any debt, liability or obligation of Seller or the Station that arises or results from or is attributable to the operations or business warranty of the Seller Parties contained in Article II of this Agreement (provided that for the sole purpose of determining Losses (and not for determining whether or not any breaches or representations of warranties have occurred), the representations and warranties of the Seller Parties shall not be deemed qualified by reference to materiality); (ii) any breach by the Seller Parties of any covenant or agreement contained in this Agreement; (iii) any and all Excluded Liabilities; (iv) any noncompliance with applicable bulk sales or fraudulent transfer Laws in connection with the Transactions; (v) the ownership, use or operation of the Purchased Assets prior to the Closing Date or the Station use or operation of the Seller Intellectual Property by Seller and its Affiliates after the Closing Date; and (vi) any amounts owing to the Identified Employees as a result of their employment by Seller at or prior to the Closing Date, including but not limited to, liabilities any and obligations under Station Agreements all amounts owing to the extent such liabilities and obligations relate to any period before the Closing Date, regardless Identified Employees as result of whether disclosed in any Schedule or Document and regardless of whether constituting a breach by Seller of any representation, warranty, covenant or agreement, and any liability or obligation of Seller other than the Assumed Obligations arising after the Closing Date; provided, however, that Seller shall not be liable for any Claim arising out of or resulting their separation from Buyer's action or failure to act under the TBASeller.

Indemnification by Seller. Seller shall indemnify, defend, indemnify and hold harmless Buyer, any officer or director thereofBuyer and its Affiliates, and their permitted assigns with respect to the directors, officers, managers, employees and Representatives of Buyer and its Affiliates, from and against any and all demandsliabilities, judgments, claims, actions, suits, proceedings, assessments, judgments, costssettlements, losses, damages, obligationsfees, liabilitiesLiens, recoveriesTaxes, deficienciespenalties, obligations and expenses (including interest, penalties and reasonable attorneys' fees’ fees and expenses and costs and expenses of investigation) (collectively, “Losses”) incurred or suffered, directly or indirectly, by any such Person arising from, by reason of every kind and description (collectively "Claim") relating to or arising out ofin connection with: 12.3.1 Any (a) any breach or non-performance by Seller inaccuracy of any representation or warranty of its representations, warranties, covenants or agreements set forth Seller in this Agreement or any other Related Document; or; 12.3.2 Except as otherwise provided in the TBA(b) any failure by Seller to duly and timely perform or fulfill any of its covenants or agreements required to be performed by Seller under this Agreement, any debtRelated Document or under any other document or instrument delivered by Seller pursuant hereto or thereto or the UofC Field-Limited Agreement; (c) any Excluded Liability or Excluded Asset; (d) except with respect to the laws of Barbados, liability or obligation the failure of Seller to comply with any Applicable Laws relating to bulk sales or the Station that arises or results from or is attributable Tax applicable to the operations or business of the transactions contemplated by this Agreement; (e) any Transfer Taxes allocated to Seller or the Station prior pursuant to Section 5.4; (f) any Permitted Lien relating to the Closing Date, including but not limited to, liabilities and obligations under Station Agreements to the extent such liabilities and obligations relate Acquired Assets; and (g) any fees payable by Seller to any period before the Closing Date, regardless of whether disclosed in any entity set forth on Schedule or Document and regardless of whether constituting a breach by Seller of any representation, warranty, covenant or agreement, and any liability or obligation of Seller other than the Assumed Obligations arising after the Closing Date; provided, however, that Seller shall not be liable for any Claim arising out of or resulting from Buyer's action or failure to act under the TBA3.16 hereto.

Indemnification by Seller. Seller Subject to the limitations set forth in this Article IX from and after the Closing, Seller, shall indemnify, defend, defend and hold harmless Buyer, any officer or director thereofthe Company, their respective Affiliates and their permitted assigns with respect to any and all demandstheir Affiliates' respective successors, claimsassigns, actionsofficers, suitsdirectors, proceedingsprincipals, assessmentsattorneys, judgmentsagents, costsemployees or other Representatives (collectively, losses, damages, obligations, liabilities, recoveries, deficiencies, the "Buyer Indemnified Parties" and expenses (including interest, penalties and reasonable attorneys' fees) of every kind and description (collectively each individually a "ClaimBuyer Indemnified Party") relating to against any Damages that a Buyer Indemnified Party suffers or incurs arising out of or as a result of: 12.3.1 Any breach (a) any breach, misrepresentation or non-performance by Seller inaccuracy of any of its representations, warranties, covenants or agreements the representations and warranties set forth in Article IV or Article V of this Agreement or in any certificate or other instrument or document furnished by Seller or the Company to Buyer or Parent pursuant to this Agreement or any Transaction Document; (b) any breach or nonfulfillment of any covenants, agreements, or obligations of Seller contained in this Agreement or any other Transaction Document; or; 12.3.2 Except as otherwise provided in the TBA(c) any Liabilities that result from any actions, any debtinactions, liability errors or obligation omissions of Seller Buyer, Parent or the Station that arises or results from or is attributable to the operations or business of the Seller or the Station prior to the Closing Date, including but not limited to, liabilities and obligations under Station Agreements to the extent such liabilities and obligations relate Company related to any period before the Closing Date, regardless of whether disclosed in any Schedule on or Document and regardless of whether constituting a breach by Seller of any representation, warranty, covenant or agreement, and any liability or obligation of Seller other than the Assumed Obligations arising after the Closing Date; provided, however, that and (d) any and all Taxes of Seller shall not be liable or the Company for any Claim Pre-Closing Tax Period and any Taxes payable by Seller or the Company as a result of the transactions contemplated by this Agreement, including the Xxxxxx Assignment; (e) any and all Designated Pre-Closing Liabilities; (f) any and all Workers' Compensation Insurance Liabilities; (g) any and all Matters, demands, assessments, audits or judgments arising out of or resulting from Buyer's action or failure to act under any of the TBAforegoing.

Indemnification by Seller. Seller shall indemnify, defend, and hold harmless Buyer, any officer or director thereof, and their permitted assigns with respect Subject to any and all demands, claims, actions, suits, proceedings, assessments, judgments, costs, losses, damages, obligations, liabilities, recoveries, deficiencies, and expenses (including interest, penalties and reasonable attorneys' fees) of every kind and description (collectively "Claim") relating to or arising out of: 12.3.1 Any breach or non-performance by Seller of any of its representations, warranties, covenants or agreements the limitations set forth in this Agreement Article VIII, from and after the Closing, Seller shall indemnify Purchaser and its Affiliates and its and their respective officers, directors, managers, partners, agents, equityholders, members, stockholders, attorneys and other Representatives (collectively, “Purchaser Indemnified Persons”) and hold them harmless against any Losses suffered or incurred by Purchaser Indemnified Persons, or any other Document; or 12.3.2 Except as otherwise provided in the TBAof them, any debt, liability arising or obligation of Seller or the Station that arises or results resulting from or is attributable to the operations based upon (a) any inaccuracy in or business breach of the any representation or warranty made by Seller or the Station prior to the Closing Date, including but not limited to, liabilities in Article IV and obligations under Station Agreements to the extent such liabilities and obligations relate to any period before the Closing Date, regardless of whether disclosed in any Schedule closing certificate in respect thereof, (b) any non-fulfillment or Document and regardless of whether constituting a breach by Seller of any representation, warranty, covenant or agreementagreement contained in this Agreement, or in the other Transaction Documents to which Seller is a party, and any liability or obligation of required to be performed by Seller other than the Assumed Obligations arising after the Closing DateClosing, (c) any Excluded Liability, and/or (d) any Excluded Asset, in the case of each of clause (a) through (d), including fees or other costs related to the defense of any proceeding that is terminated by settlement, judgment, order or conviction, or upon a plea of nolo contendere or its equivalent. No claim for indemnification hereunder may be made after the expiration of the applicable survival period specified in Section 8.01(a); provided, howeverthat, that Seller if and to the extent Purchaser has properly delivered prior to the expiration of the applicable survival period an Indemnification Claim Notice with respect to any claim, such claim shall not be liable for any Claim arising out of survive until finally resolved or resulting from Buyer's action or failure to act under the TBAjudicially determined.

Indemnification by Seller. (a) Subject to Section 10.5 hereof, Seller shall indemnify, defend, hereby agrees to indemnify and hold harmless BuyerPurchaser and its directors, any officer or director thereofofficers, employees, Affiliates, stockholders, agents, attorneys, representatives, successors and their permitted assigns with respect to (collectively, the “Purchaser Indemnified Parties”) harmless from and against any and all demandslosses, liabilities, claims, demands, judgments, damages (excluding incidental and consequential damages), fines, suits, actions, costs and expenses (individually, a “Loss” and, collectively, “Losses”) arising out of, based upon, attributable to or resulting from: (i) any misrepresentation in, or any failure of, any of the representations or warranties made by Seller in this Agreement to be true and correct in all respects at and as of the Closing Date; (ii) based upon or resulting from the breach of any Pre-Closing Covenant on the part of Seller; (iii) based upon or resulting from the breach of any Post-Closing Covenant on the part of Seller; (iv) based upon or arising directly from any Excluded Asset or any Excluded Liability; and (v) all actions, suits, proceedings, demands, assessments, judgments, costs, losses, damages, obligations, liabilities, recoveries, deficiencies, and expenses (including interest, penalties and expenses, including reasonable attorneys' ’ fees, incident to the foregoing. (b) Purchaser acknowledges and agrees that Seller shall not have any liability under any provision of every kind and description (collectively "Claim") relating to or arising out of: 12.3.1 Any breach or non-performance by Seller of any of its representations, warranties, covenants or agreements set forth in this Agreement for any Loss to the extent that such Loss relates to action taken by Purchaser or any other Document; or 12.3.2 Except as otherwise provided in the TBA, any debt, liability or obligation of Seller or the Station that arises or results from or is attributable to the operations or business of the Seller or the Station prior to the Closing Date, including but not limited to, liabilities and obligations under Station Agreements to the extent such liabilities and obligations relate to any period before the Closing Date, regardless of whether disclosed in any Schedule or Document and regardless of whether constituting a breach by Seller of any representation, warranty, covenant or agreement, and any liability or obligation of Seller Person (other than the Assumed Obligations arising Seller in breach of this Agreement) after the Closing Date; provided, however, that Seller shall not be liable for any Claim arising out of or resulting from Buyer's action or failure to act under the TBA.

Indemnification by Seller. Seller shall indemnify, defend, defend and ------------------------- hold harmless Buyereach Purchaser Indemnified Party from and against any and all loss, liability, damage, action, proceeding and expense (including, without limitation, reasonable attorneys fees and expenses) (collectively, "Losses") ------ which a Purchaser Indemnified Party suffers or sustains or to which a Purchaser Indemnified Party becomes subject as a result of (i) the inaccuracy or breach by Seller of any officer representation or director thereofwarranty made by Seller in this Agreement, (ii) the nonperformance of any covenant or the nonobservance of any agreement made or undertaken by Seller in this Agreement or in any of the Closing Documents, or (iii) except as set forth in Sections 6.7(b) and their permitted assigns 7.5, all liabilities or --------------- --- obligations of Seller to third parties arising prior to the Closing Date (A) under any Assumed Contract, (B) with respect to any and all demands, claims, actions, suits, proceedings, assessments, judgments, costs, losses, damages, obligations, liabilities, recoveries, deficiencies, and expenses (of the Purchased Assets including interest, penalties and reasonable attorneys' fees) of every kind and description (collectively "Claim") any tax liabilities relating to or arising out of: 12.3.1 Any breach or non-performance the Business owed by Seller of any of its representations, warranties, covenants or agreements set forth in this Agreement or any other Document; or 12.3.2 Except as otherwise provided in the TBA, any debt, liability or obligation of Seller or the Station that arises or results from or is attributable to the operations or business of the Seller or the Station accrued prior to the Closing Date, including but not limited to, liabilities and obligations under Station Agreements to the extent such liabilities and obligations relate (C) with respect to any period before the Closing DateProducts sold, regardless of whether disclosed in any Schedule shipped or Document and regardless of whether constituting a breach manufactured by Seller of or on its behalf or any representation, warranty, covenant services provided by Seller or agreement, and any liability or obligation of Seller other than the Assumed Obligations arising after the Closing Date; provided, however, that Seller shall not be liable for any Claim arising out of or resulting from Buyer's action or failure to act under the TBAon its behalf in connection therewith.

Indemnification by Seller. Subject to the limitations set forth in Section 8.04, from and after the Closing, Seller shall indemnify, defend, indemnify and hold harmless Buyer, any officer or director thereof, Purchaser and its Affiliates (and its and their permitted assigns with respect to respective directors, officers, employees or Representatives) (the “Purchaser Indemnified Parties”) from and against any and all demands, claims, actions, suits, proceedings, assessments, judgments, costs, losses, damages, obligationsLiabilities, liabilities, recoveries, deficiencies, and costs or expenses (including interest, penalties consequential damages, lost profits, diminution in value damages, penalties, reasonable expenses of investigation, reasonable legal fees and reasonable attorneys' feesexpenses and reasonably third party expert and consultant fees and expenses) of every kind and description (collectively "Claim"collectively, “Losses”) relating to suffered or arising out of: 12.3.1 Any breach or non-performance incurred by Seller of any of its representationsPurchaser Indemnified Party, warranties, covenants or agreements set forth in this Agreement or any other Document; or 12.3.2 Except as otherwise provided in the TBA, any debt, liability or obligation of Seller or the Station that arises or results from or is attributable to the operations or business of the Seller or the Station prior to the Closing Date, including but not limited to, liabilities and obligations under Station Agreements to the extent such liabilities and obligations relate to any period before the Closing Date, regardless of whether disclosed in any Schedule or Document and regardless of whether constituting a breach by Seller of any representation, warranty, covenant or agreement, and any liability or obligation of Seller other than the Assumed Obligations arising after the Closing Date; provided, however, that Seller shall not be liable for any Claim arising out of or resulting from Buyer's action any of the following: (a) any inaccuracy in, or breach of, any representation or warranty (determined without regard to any qualification or exception contained therein relating to materiality or Material Adverse Effect or any similar qualification or standard) of Seller contained in this Agreement or in any certificate, instrument, document or agreement delivered by Seller or its Affiliates pursuant to or in connection with this Agreement or the transactions contemplated hereby; (b) any breach of any covenant or agreement of Seller contained in this Agreement or any certificate, instrument, document or agreement delivered by Seller or its Affiliates pursuant to or in connection with this Agreement or the transactions contemplated hereby; (c) the failure of Seller to act under pay, perform or otherwise discharge when due and payable any Specified Indemnified Liability; and (d) any and all Liabilities, demands, assessments, Judgments, damages, awards, costs and expenses (including third party fees and expenses) incident to any of the TBAforegoing or reasonably incurred in connection with the enforcement of the rights of any Indemnified Party with respect to the foregoing.

Indemnification by Seller. Seller shall (a) Subject to Sections 8.02(c) and 8.02(f), each Significant Shareholder, solidarily (jointly and severally) but only to the extent of the funds in the Escrow Account (and no more) and severally (and not jointly or solidarily) for sums in excess of the funds in the Escrow Account, hereby agrees from and after the Closing Date to indemnify, defend, defend and hold harmless Buyerfrom and against and pay to the Purchaser, any officer or director thereofthe Company (post Closing), their Affiliates (including Double-Take), and, if applicable, their respective directors, officers, shareholders, members and employees and their permitted heirs, successors and assigns (the “Purchaser Indemnified Parties” and, collectively with respect to any the Seller Indemnified Parties, the “Indemnified Parties”) from and against all demands, claims, actionsobligations, complaints, actions or causes of action, suits, proceedings, investigations, arbitrations, assessments, judgments, costs, losses, damages, obligations, liabilities, recoveriescosts and expenses, deficienciesincluding, and expenses (including but not limited to, interest, penalties and reasonable attorneys' fees’ fees and disbursements (collectively, “Losses”), imposed on, sustained, incurred or suffered by or asserted against any of the Purchaser Indemnified Parties, arising out of (i) the breach or inaccuracy of every kind any representation or warranty of such Significant Shareholder contained in Articles 4, (ii) the breach or inaccuracy of any representation or warranty of the Company contained in Article 5 and, without duplication, any claims or liability relating to (a) the remedial resolutions adopted by the Board of Directors of the Company on November 5, 2007 and description its shareholders on November 14, 2007 with respect to the maintenance of the Company’s corporate records and documentation of prior actions, (collectively "Claim"b) the amendment agreement to the Existing Shareholders’ Agreement dated December 10, 2007, and (c) Claims made by Nathalie D’Amours relating to her employment by the Company or the termination thereof, (iii) any breach, non fulfillment or violation of any covenant of such Significant Shareholder or of the Company in this Agreement, (iv) any liability arising from the termination, prior to the Closing, of any employee or consultant of the Company or its Subsidiaries to the extent that the facts giving rise to the cause of action are not disclosed in the Disclosure Schedules hereto, (v) any claims or liability relating to the use of the drag-along provisions of the Existing Shareholders’ Agreement, any claims or liability relating to the termination thereof, any claims or liability relating to the termination of the TimeSpring Option Plan and any Losses which the Purchaser Indemnified Parties at any time shall or may sustain or incur as a result of the issuance and transfer of replacement stock certificates for those original certificates listed on Schedule 8.02(a)(v) hereto (each a “Lost Certificate”) or the failure to surrender for cancellation, or by reason of any payment, transfer, exchange or other act of the Company with respect to a Lost Certificate, or by reason of any refusal to issue a new certificate to any person offering to surrender a Lost Certificate, (vi) any decrease of the Company’s SR&ED Credits for periods prior to the Closing Date as a result of review of such credits by the relevant tax authorities, including any finding or determination by any Governmental Authority that the Company’s SR&ED Credit is less than the amount set out in the Estimated Working Capital Statement, and (vii), without duplication of any amounts claimed under Sections 8.02(a)(ii) and 8.02(a)(iii), any liability for Taxes of the Company and its Subsidiaries for any Pre-Closing Tax Period and any and all Taxes of any Person (other than the Company and its Subsidiaries) imposed on the Company or any of its Subsidiaries as a transferee or successor, by contract or pursuant to any law, rule, or regulation, which Taxes relate to an event or transaction occurring before the Closing. (b) Subject to Section 8.02(c) and 8.02(f), each Minority Interest Shareholder, severally (and not jointly or solidarily) and in any event, hereby agrees from and after the Closing Date to indemnify, defend and hold harmless from and against and pay to the Purchaser Indemnified Parties from and against all Losses, imposed on, sustained, incurred or suffered by or asserted against any of the Purchaser Indemnified Parties, arising out of (i) the breach or inaccuracy of any representation or warranty of such Minority Interest Shareholder contained in Article 4 and (ii) any breach, non fulfillment or violation of any covenant of such Minority Interest Shareholder under this Agreement. (c) Except for claims under Section 8.02(a)(v) and 8.02(a)(vii), the Purchaser Indemnified Parties shall not be entitled to assert rights of indemnification under this Article 8 for Losses that do not exceed $10,000 (the “Threshold Amount”) (it being understood that like claims may be aggregated for purposes of reaching the Threshold Amount). Furthermore, no Purchaser Indemnified Party shall be entitled to indemnification pursuant to Sections 8.02(a)(i), (a)(ii), (a)(iii), (a)(iv) and a(vi) except to the extent (and then only to the extent) the Losses therefrom exceed an aggregate amount equal to Eighty Thousand Dollars ($80,000) (the “Indemnity Basket”), in which event the entire aggregate amount of Losses shall be indemnifiable pursuant to Section 8.02; provided, that for purposes of calculating the Indemnity Basket, any qualifier as to materiality or Material Adverse Effect to the representations and warranties of any Seller, as the case may be, shall be disregarded and, provided further, that any and all Losses of any Purchaser Indemnified Party indemnified pursuant to: (i) Section 8.02(a) relating to or arising out of: 12.3.1 Any of any breach or non-performance by Seller inaccuracy of any of its representations, warranties, covenants representation or agreements warranty set forth in this Agreement or any other Document; or 12.3.2 Except as otherwise provided in the TBA, any debt, liability or obligation of Seller or the Station that arises or results from or is attributable Article 4 shall be recoverable without regard to the operations or business of the Seller or the Station prior Indemnity Basket, and (ii) Section 8.02(a)(vi) shall be recoverable without regard to the Closing Date, including but not limited to, liabilities Indemnity Basket and obligations under Station Agreements to Threshold Amount once the extent such liabilities and obligations relate to any period before the Closing Date, regardless of whether disclosed in any Schedule or Document and regardless of whether constituting a breach by Seller of any representation, warranty, covenant or agreement, and any liability or obligation of Seller other than the Assumed Obligations arising after the Closing DateSR&ED Escrow Amount has been released; provided, however, that Seller that, for purposes of calculating the Indemnity Basket, any qualifier as to materiality or Material Adverse Effect to the representations and warranties of any Seller, as the case may be, contained in Article 4 shall not be liable for disregarded. (d) Subject to Section 8.02(f), any Claim arising payment that the Sellers are obligated to make to any Purchaser Indemnified Parties pursuant to this Article 8 shall be paid out of or resulting from Buyer's action or failure to act under the TBA.Escrow Funds, if any, and in accordance with the terms of the Escrow Agreement for the twenty-four

Indemnification by Seller. Seller shall indemnify, defend, Subject to the terms and hold harmless Buyer, any officer or director thereof, and their permitted assigns with respect to any and all demands, claims, actions, suits, proceedings, assessments, judgments, costs, losses, damages, obligations, liabilities, recoveries, deficiencies, and expenses (including interest, penalties and reasonable attorneys' fees) of every kind and description (collectively "Claim") relating to or arising out of: 12.3.1 Any breach or non-performance by Seller of any of its representations, warranties, covenants or agreements conditions set forth in this Agreement Section 11, Seller shall, and Parent shall on behalf of and as guarantor of Seller, in each case, as a primary obligor, indemnify, defend and hold harmless Purchaser and its Representatives (including, after the Closing, the Company and the Subsidiary) (collectively, with the permitted assigns of Purchaser (excluding Purchaser’s Debt Financing Sources), the “Purchaser Indemnified Parties”) as determined by Purchaser in its sole discretion, against, and pay (as incurred) on behalf of (or reimburse) any Purchaser Indemnified Party in respect of, all Losses that such Purchaser Indemnified Party may suffer or incur, or become subject to, as a result of or in connection with: (a) any breach or inaccuracy of any Seller’s Warranty or any other Documentwarranty contained in any certificate furnished by Parent or Seller pursuant to this Agreement, it being understood that such Seller’s Warranties and other warranties shall be interpreted for the purposes of this Section 11 without giving effect to any limitations or qualifications as to “materiality” (including the word “material”) or Material Adverse Effect as set forth herein; (b) any breach or failure by Parent or Seller to perform, or procure to be performed, any obligation, covenant, undertaking or other agreement made or given by Parent or Seller in this Agreement (including any breach of Section 4.1(a)); or 12.3.2 Except as otherwise provided in the TBA, (c) any debt, liability Excluded Liabilities or obligation of Seller or the Station that arises or results from or is attributable to the operations or business of the Seller or the Station prior to the Closing Date, including but not limited to, liabilities and obligations under Station Agreements to the extent such liabilities and obligations relate to any period before the Closing Date, regardless of whether disclosed in any Schedule or Document and regardless of whether constituting a breach by Seller of any representation, warranty, covenant or agreement, and any liability or obligation of Seller other than the Assumed Obligations arising after the Closing Date; provided, however, that Seller shall not be liable for any Claim arising out of or resulting from Buyer's action or failure to act under the TBAExcluded Assets.

Indemnification by Seller. Seller shall indemnify, agrees to defend, indemnify and hold harmless Buyer, any officer or director thereofPurchaser and the Company, and their permitted assigns with respective successors and assigns, from, against and in respect to of any and all demandsloss or damage resulting from: (i) the material breach by Seller of any of the warranties, claimsrepresentations, covenants, agreements or undertakings contained herein; (ii) any indebtedness, liability and/or obligation of the Seller or any of its non-Company subsidiary or affiliated entities, including any Green Tree Debt in excess of the amount specified in Section (C) of EXHIBIT "B" hereto; (iii) any pending or threatened litigation against Seller which relates to the time period prior to the Closing Date which is not disclosed on the schedules attached hereto, including any pending or threatened litigation against the Company arising out of claims by any person or entity who is a current or former client of Seller or its non-Company subsidiaries or affiliates against the Company for repayment of monies paid by such client to Seller or its non-Company subsidiaries or affiliates for the purchase of media but which were never paid by Seller or the non-Company subsidiaries or affiliates to the media vendors entitled thereto, including without limitation, any claim by Xxxxxx Xxxxx, Ltd. and Valvoline; and any other liability whatsoever for any liability of Seller, any Other Borrower (as defined in EXHIBIT "B" hereto), any non-Company subsidiary or affiliate of Seller; and (iv) any liability arising out of any and all actions, suits, proceedings, assessmentsclaims, demands, judgments, costs, losses, damages, obligations, liabilities, recoveries, deficiencies, costs and expenses (including interest, penalties reasonable legal and reasonable attorneys' accounting fees) of every kind and description (collectively "Claim") relating incident to or arising out of: 12.3.1 Any breach or non-performance by Seller of any of its representationsthe foregoing (collectively, warranties, covenants or agreements set forth in this Agreement or any other Document; or 12.3.2 Except as otherwise provided in the TBA, any debt, liability or obligation of Seller or the Station that arises or results from or is attributable to the operations or business of the Seller or the Station prior to the Closing Date, including but not limited to, liabilities and obligations under Station Agreements to the extent such liabilities and obligations relate to any period before the Closing Date, regardless of whether disclosed in any Schedule or Document and regardless of whether constituting a breach by Seller of any representation, warranty, covenant or agreement, and any liability or obligation of Seller other than the Assumed Obligations arising after the Closing Date; provided, however, that Seller shall not be liable for any Claim arising out of or resulting from Buyer's action or failure to act under the TBA"Losses").