Common use of Indemnification by the Seller and the Shareholder Clause in Contracts

Indemnification by the Seller and the Shareholder. The Seller and Shareholder, shall indemnify and hold harmless the Purchaser and each of its directors, officers, employees, and Affiliates (each a "Purchaser Indemnified Person") from and defend each of them from and against and will pay each Purchaser Indemnified Person for any and all demands, claims, actions, liabilities, losses, damages, costs, penalties and expenses (including, without limitation, interest and the reasonable fees and expenses of attorneys), whether or not involving a Third Party Claim, suffered or incurred by Purchaser during the Indemnification Period (collectively, "Losses") asserted against, imposed upon or incurred by any such Purchaser Indemnified Person, directly or indirectly, resulting from or arising out of any of the following: (a) any inaccuracy or breach of any representation or warranty of the Seller, or in any other Seller Document; (b) any breach of any agreement, covenant or obligation of the Seller contained herein or in any Seller Document; (c) any liability, obligation or responsibility of the Seller or which in any way relates to the Business or the Purchased Assets that is not an Assumed Liability (including, without limitation, any liability for Taxes or withholdings (other than Transaction Taxes)) arising out of the operation of the Business by the Seller prior to the Closing Date; (d) any Excluded Liability; (e) any claim, action, suit or proceeding relating to any product warranty made against the Seller with respect to any product manufactured by the Seller, other than the Assumed Warranty Liabilities; (f) any liability arising from any noncompliance with any bulk sales, bulk transfer or similar laws applicable to the transactions contemplated hereby; and (g) the amount of unpaid Accounts Receivable not recovered by Purchaser from the AR Escrow Amount due to the insufficiency of the AR Escrow Amount, except that the Indemnification Period for claims under this Section 11.2(g) shall be forty-five (45) days as set forth in Section 2.3(b) hereof.

Indemnification by the Seller and the Shareholder. The Seller and Shareholder, shall indemnify and hold harmless the Purchaser and each of its directors, officers, employees, and Affiliates (each a "Purchaser Indemnified Person") from and defend each of them from and against and will pay each Purchaser Indemnified Person for any and all demands, claims, actions, liabilities, losses, damages, costs, penalties and expenses (including, without limitation, interest and the reasonable fees and expenses of attorneys), whether or not involving a Third Party Claim, suffered or incurred by Purchaser during the Indemnification Period (collectively, "Losses") asserted against, imposed upon or incurred by any such Purchaser Indemnified Person, directly or indirectly, resulting from or arising out of any of the following: (a) any inaccuracy or breach of any representation or warranty of the Seller, or in any other Seller Document; (b) any breach of any agreement, covenant or obligation of the Seller contained herein or in any Seller Document; (c) any liability, obligation or responsibility of the Seller or which in any way relates to the Business or the Purchased Assets that is not an Assumed Liability (including, without limitation, any liability for Taxes or withholdings (other than Transaction Taxes)) arising out of the operation of the Business by the Seller prior to the Closing Date; (d) any Excluded Liability;; 49 (e) any claim, action, suit or proceeding relating to any product warranty made against the Seller with respect to any product manufactured by the Seller, other than the Assumed Warranty Liabilities; (f) any liability arising from any noncompliance with any bulk sales, bulk transfer or similar laws applicable to the transactions contemplated hereby; and (g) the amount of unpaid Accounts Receivable not recovered by Purchaser from the AR Escrow Amount due to the insufficiency of the AR Escrow Amount, except that the Indemnification Period for claims under this Section 11.2(g) shall be forty-five (45) days as set forth in Section 2.3(b) hereof.

Indemnification by the Seller and the Shareholder. The Subject to Section 8.1 and Section 8.6, the Seller and Shareholderthe Shareholder shall, shall jointly and severally, indemnify and hold harmless the Purchaser Buyer, the Parent and each of its directorstheir representatives, officersstockholders, employees, controlling Persons and Affiliates (each a "Purchaser Indemnified Person") from and defend each of them from and against and will pay each Purchaser Indemnified Person for any and all demandsLiabilities, losses, claims, actions, liabilities, losses, damages, costsincidental, penalties consequential, punitive, exemplary and other similar damages, diminution in value, costs and expenses (includingincluding reasonable attorneys’, without limitation, interest consultants’ and the reasonable accountants’ fees and other expenses and costs of attorneys)litigation) paid by the Buyer or which the Buyer is obligated to pay, whether or not involving a Third Party Claim, suffered or incurred by Purchaser during the Indemnification Period third party claim (collectively, "“Losses") asserted against”), imposed upon or incurred by any such Purchaser Indemnified Person, directly or indirectly, resulting from or arising out of any of the followingor resulting directly or indirectly from or in connection with: (a) any Any breach or inaccuracy or breach of any representation or warranty of the SellerSeller or the Shareholder contained in this Agreement, the Schedules or Exhibits attached hereto or any agreements, documents or certificates delivered by the Seller or the Shareholder pursuant to this Agreement (it being agreed that any materiality or Material Adverse Effect qualification in a representation or warranty shall be disregarded in determining whether any other Seller Documentsuch representation or warranty has been breached and in determining the amount of Losses resulting from such breach); (b) any Any breach or violation of any agreementcovenant, covenant obligation or obligation agreement of the Seller or the Shareholder contained herein in this Agreement, the Schedules or in Exhibits attached hereto or any agreements, documents or certificates delivered by the Seller Documentor the Shareholder pursuant to this Agreement; (c) Any brokerage or finder’s fees or commissions or similar payments based upon any liabilityagreement or understanding made, obligation or responsibility of alleged to have been made, by any Person with the Seller or which the Shareholder (or any Person acting on their behalf) in any way relates to connection with the Business or the Purchased Assets that is not an Assumed Liability (including, without limitation, any liability for Taxes or withholdings (other than Transaction Taxes)) arising out of the operation of the Business transactions contemplated by the Seller prior to the Closing Datethis Agreement; (d) Any Liability under the WARN Act or any Excluded Liabilitysimilar state or local law or rule caused by any action of the Seller or the Shareholder prior to the Closing; (e) Any Liability arising prior to, on or after the Closing resulting from Seller’s or the Shareholder’s violation of the Communications Act, the rules and policies of the FCC, or any claimother Law, action, suit or proceeding relating including but not limited to any product warranty made against liability arising from: (i) Seller’s or the Seller Shareholder’s failure to obtain FCC Equipment Authorizations for any of Seller’s products (in existence prior to the Closing) which require FCC Equipment Authorizations under the Communications Act and the rules and policies of the FCC; (ii) Seller’s or the Shareholder’s failure to obtain any other FCC license, permit, authorization or approval required under the Communications Act and the rules and policies of the FCC; (iii) Seller’s or the Shareholder’s use or operation of any equipment or facilities authorized under any FCC license, permit, authorization or approval in a manner which is not in accordance with respect Law, including the Communications Act and the rules and policies of the FCC (including but not limited to any product manufactured violation of the Communications Act or the FCC’s rules or policies related to Seller’s operation of the facilities authorized under Local Television Transmission Service Station KA86394); or (iv) to the extent not covered by (i)-(iii), any violations by Seller or the Seller, other than Shareholder of the Assumed Warranty Liabilities;Communications Act or the rules and policies of the FCC; and (f) any liability arising from any noncompliance with any bulk sales, bulk transfer or similar laws applicable to the transactions contemplated hereby; and (g) the amount of unpaid Accounts Receivable not recovered by Purchaser from the AR Escrow Amount due to the insufficiency of the AR Escrow Amount, except that the Indemnification Period for claims under this Section 11.2(g) shall be forty-five (45) days as set forth in Section 2.3(b) hereofThe Excluded Liabilities.

Indemnification by the Seller and the Shareholder. The From and after the Closing, the Seller and Shareholderthe Shareholder will jointly and severally reimburse, shall indemnify and hold harmless the Purchaser and each of its directors, officers, employees, and Affiliates affiliates (each such person and its successors and assigns is referred to herein as a "Purchaser “Seller Indemnified Person"Party”) from and defend each of them from and against and will pay each Purchaser Indemnified Person for any and all demands, claims, actions, liabilities, losses, damages, costs, penalties and expenses (including, without limitation, interest and the reasonable fees and expenses of attorneys), whether or not involving a Third Party Claim, suffered or incurred by Purchaser during the Indemnification Period (collectively, "Losses") asserted against, imposed upon or incurred by any such Purchaser Indemnified Person, directly or indirectly, resulting from or arising out of any of the followingin respect of: (a) any inaccuracy or breach and all liabilities and obligations of any representation nature whatsoever relating to the Shareholder or warranty of the Seller, the Seller’s business or in any other Seller Documentthe Assets prior to the Closing; (b) any breach and all actions, suits, claims, or legal, administrative, arbitration, governmental or other proceedings or investigations against any Seller Indemnified Party that relate to the Shareholder or the Seller, the Seller’s business or the Assets and which result from or arise out of any agreementevent, covenant occurrence, action, inaction or obligation of the Seller contained herein or in any Seller Document; (c) any liability, obligation or responsibility of the Seller or which in any way relates to the Business or the Purchased Assets that is not an Assumed Liability (including, without limitation, any liability for Taxes or withholdings (other than Transaction Taxes)) arising out of the operation of the Business by the Seller transaction occurring prior to the Closing Date; (dc) any Excluded Liabilityand all damages, losses, deficiencies, liabilities, costs and expenses incurred or suffered by any Seller Indemnified Party that result from, relate to or arise out of: (i) any material misrepresentation, breach of material warranty or nonfulfillment of any material agreement or covenant on the part of the Seller or the Shareholder under this Agreement or from any misrepresentation in or omission from any certificate, schedule, statement, document or instrument furnished to the Purchaser pursuant hereto or in connection with the negotiation, execution or performance of this Agreement; (eii) any claim, action, suit claim by any former officer or proceeding relating to any product warranty made against the Seller with respect to any product manufactured by employee of the Seller, other than the Assumed Warranty Liabilities; (f) any liability arising from any noncompliance with any bulk sales, bulk transfer or similar laws applicable to the transactions contemplated hereby; and (giii) any of the amount matters referred to in subparagraphs (a) and (b) above; and (d) any and all actions, suits, claims, proceedings, investigations, demands, assessments, audits, fines, judgments, costs and other expenses (including, without limitation, reason ble legal fees and expenses) incident to any of unpaid Accounts Receivable not recovered by Purchaser from the AR Escrow Amount due foregoing or to the insufficiency enforcement of the AR Escrow Amount, except that the Indemnification Period for claims under this Section 11.2(g) shall be forty-five (45) days as set forth in Section 2.3(b) hereof6.1.

Indemnification by the Seller and the Shareholder. (a) The Seller and the Shareholder, shall jointly and severally, covenant and agree to defend, indemnify and hold harmless the Purchaser Buyer, Trucking, the Buyer's Parent, and each of its their respective officers, directors, officers, employees, agents, advisers, representatives, Subsidiaries and Affiliates (each collectively, the "Buyer Indemnitees," it being understood that no Buyer Indemnitee who is an officer, director, employee, agent, adviser, representative, Subsidiary or Affiliate of the Buyer, Trucking or the Buyer's Parent prior to the Closing shall lose such Buyer Indemnitee's entitlement to indemnity as a "Purchaser Indemnified Person"result of loss of status as such after the Closing) from and defend each of them from against, and against and will pay each Purchaser Indemnified Person for or reimburse the Buyer Indemnitees for, any and all demands, claims, actions, liabilities, obligations, losses, damagesfines, costs, penalties royalties, proceedings, deficiencies or damages (whether absolute, accrued, conditional or otherwise and expenses (including, without limitation, interest and the reasonable fees and expenses of attorneys), whether or not involving a Third Party Claimresulting from third party claims), suffered including out-of-pocket expenses and reasonable attorneys' and accountants' fees incurred in the investigation or incurred by Purchaser during defense of any of the Indemnification Period same or in asserting any of their respective rights hereunder (collectively, "Losses," except that the amount of any "Losses" shall be net of (x) asserted againstany liability insurance proceeds paid to the Indemnified Party (as defined herein) under one or more insurance policies on which the Indemnified Party is an insured, imposed upon or incurred by (y) any liability insurance proceeds under one or more such Purchaser insurance policies that reduce a third party claim against the Indemnified Person, directly or indirectlyParty), resulting from or arising out of any of the followingof: (ai) any inaccuracy or breach of any representation warranty when made or warranty deemed made by the Seller or the Shareholder under this Agreement or in connection herewith; (ii) any failure of the SellerSeller of the Shareholder (A) to perform any covenant or agreement hereunder or (B) other than as described in Section 7.1(a)(i), or in to fulfill any other Seller Documentobligation in respect hereof; (iii) any deductibles under the EPLI Policy; or (iv) the Excluded Liabilities or the Excluded Assets. (b) Other than with respect to any breach Losses (w) resulting from or arising out of any agreement, covenant or obligation of the Seller contained herein or in any Seller Document; (c) any liability, obligation or responsibility an intentionally false warranty of the Seller or which in the Shareholder, (x) directly relating to any way relates Excluded Liability, (y) arising primarily with respect to any Excluded Assets or (z) resulting from or arising out of liabilities not related to the Business or the Purchased Assets Acquired Assets, the obligation of the Seller and the Shareholder to indemnify the Buyer Indemnitees under Section 7.1(a) shall be subject to all of the following limitations (it being understood that is the amount of any indemnification made by the Seller or the Shareholder with respect to any such Losses described in clauses (w), (x), (y) or (z) shall not an Assumed Liability count towards the Claim Limit described in subparagraph (including, without limitation, ii) below): (i) the Seller and the Shareholder shall not be required to make any liability for Taxes indemnification until the aggregate amount of Losses resulting from or withholdings (other than Transaction Taxes)) arising out of the operation of the Business by the Seller prior matters referred to in Section 7.1(a) exceeds $100,000, and then only to the Closing Date; (d) any Excluded Liability; (e) any claim, action, suit or proceeding relating to any product warranty made against the Seller with respect to any product manufactured by the Seller, other than the Assumed Warranty Liabilities; (f) any liability arising from any noncompliance with any bulk sales, bulk transfer or similar laws applicable to the transactions contemplated herebyextent such Losses exceed $100,000; and (gii) the aggregate amount of unpaid Accounts Receivable the Seller and the Shareholder shall be obligated to indemnify and hold harmless all the Buyer Indemnitees shall not recovered by Purchaser from exceed $1,000,000 (the AR Escrow Amount due "Claim Limit"). (c) The Seller or the Shareholder shall not be required to the insufficiency make any indemnification under Section 7.1(a) in excess of the AR Escrow Amount, except that Purchase Price in the Indemnification Period for claims under this Section 11.2(g) shall be forty-five (45) days as set forth in Section 2.3(b) hereofaggregate.