Common use of Indemnification Obligations of Seller Clause in Contracts

Indemnification Obligations of Seller. From and after the Closing, each of NYIC, Kerry and Mr. Ketsoglou shaxx xxintly xxx xxxxxxxxy, indemnify and hold harmless the Purchaser and its subsidiaries and affiliates (including Purchaser, each of their respective officers and directors, employees, agents and representatives and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the "Purchaser Indemnified Parties") from, against and in respect of any and all claims, liabilities, obligations, losses, costs, expenses, penalties, fines and other judgments (at equity or at law) and damages whenever arising or incurred (including, without limitation, amounts paid in settlement, costs of investigation and reasonable attorneys' fees and expenses) arising out of or relating to: (a) Any Excluded Liability or any and all other liabilities and obligations of Seller of any nature whatsoever, including but not limited to claims under Article 6 (Bulk Transfers) of the New York Uniform Commercial Code; (b) Any and all actions, suits, claims, or legal, administrative, arbitration, governmental or other proceedings or investigations against any Purchaser Indemnified Party that relate to Seller, the Assets or the Business to the extent the principal event giving rise thereto occurred prior to the Closing Date or which result from or arise out of any action or inaction prior to the Closing Date of Seller or any affiliate, officer, director, employee, agent, representative or subcontractor of Seller; (c) Any breach of any representation, warranty, covenant, agreement or undertaking made by Seller in this Agreement or in any certificate, agreement, exhibit, schedule or other writing delivered by Seller to Purchaser in connection with the matters contemplated hereby or pursuant to the provisions hereof (collectively, the "Seller Ancillary Documents"); or (d) Any fraud, willful misconduct, bad faith or any intentional breach of any representation, warranty, covenant, agreement or undertaking made by the Seller in this Agreement or the Seller Ancillary Documents.

Indemnification Obligations of Seller. From Seller shall defend, indemnify, save and after the Closing, each of NYIC, Kerry and Mr. Ketsoglou shaxx xxintly xxx xxxxxxxxy, indemnify and hold keep harmless the Purchaser and its subsidiaries and affiliates (including Purchaser, each of their respective officers and directors, employees, agents and representatives and each of the heirs, executors, successors and permitted assigns of against and from all Damages sustained or incurred by any of the foregoing (collectively, the "Purchaser Indemnified Parties") from, against and in respect of any and all claims, liabilities, obligations, losses, costs, expenses, penalties, fines and other judgments (at equity them resulting from or at law) and damages whenever arising or incurred (including, without limitation, amounts paid in settlement, costs of investigation and reasonable attorneys' fees and expenses) arising out of or relating toby virtue of: (a) Any Excluded Liability any inaccuracy in or any and all other liabilities and obligations of Seller of any nature whatsoever, including but not limited to claims under Article 6 (Bulk Transfers) of the New York Uniform Commercial Code; (b) Any and all actions, suits, claims, or legal, administrative, arbitration, governmental or other proceedings or investigations against any Purchaser Indemnified Party that relate to Seller, the Assets or the Business to the extent the principal event giving rise thereto occurred prior to the Closing Date or which result from or arise out of any action or inaction prior to the Closing Date of Seller or any affiliate, officer, director, employee, agent, representative or subcontractor of Seller; (c) Any breach of any representation, warranty, covenant, agreement or undertaking representation and warranty made by Seller in this Agreement or in any certificate, agreement, exhibit, schedule or other writing closing document delivered by Seller to Purchaser in connection with this Agreement; (b) any breach by Seller of, or failure by Seller to comply with, any of its covenants or obligations under this Agreement (including, without limitation, its obligations under this Article VIII); (c) the matters contemplated hereby failure to discharge when due (whether before or after Closing) any liability or obligation of Seller other than the Assumed Liabilities, or any claim against Purchaser or the Purchased Assets with respect to any such liability or obligation or alleged liability or obligation; (d) any claims by parties other than Purchaser to the extent caused by acts or omissions of Seller on or prior to the Closing Date, including, without limitation, claims for Damages which arise or arose out of Seller's operation of the Business or by virtue of Seller's ownership of the Purchased Assets on or prior to the Closing Date; (e) any employee pension benefit plan (as defined by Section 3(2) of ERISA) or any employee welfare benefit plan (as defined in Section 3(1) of ERISA) which Seller or an ERISA Affiliate has at any time maintained or administered or to which Seller or any ERISA Affiliate has at any time contributed (including, without limitation, any liability for health continuation requirements under Code Section 4980B or Part 6 of Subtitle B of Title I of ERISA and any liability arising pursuant to Title IV of ERISA for plan termination, withdrawal or partial withdrawal from any multi-employer plan, or any lien to enforce any Title IV liability); (f) any benefits accrued pursuant to any employee retirement plan, employee welfare plan or employee benefit plan at or prior to the provisions hereof Closing Date other than benefits payable under insurance policies constituting Purchased Assets; (collectivelyg) any action or failure to act, in whole or in part, at or prior to the "Seller Ancillary Documents")Closing Date with respect to any employee retirement plan, employee welfare plan or employee benefit plan; or (dh) Any fraud, willful misconduct, bad faith or any intentional breach failure to deliver to Purchaser the quality of any representation, warranty, covenant, agreement or undertaking made by the Seller in title required under this Agreement or the Seller Ancillary DocumentsAgreement.

Indemnification Obligations of Seller. From Subject to the other terms and conditions of this Article XI, from and after the Closing, each of NYICthe Seller, Kerry and, subject to the limitations set forth in Section 11.3(c), the Persons set forth on Exhibit 11.1 (the “Seller Indemnifying Members”) shall jointly and Mr. Ketsoglou shaxx xxintly xxx xxxxxxxxy, severally indemnify and hold harmless the Purchaser Indemnified Parties from and its subsidiaries against, and affiliates (including Purchasercompensate, each of their respective officers reimburse and directors, employees, agents and representatives and each of pay the heirs, executors, successors and assigns of any of the foregoing (collectively, the "Purchaser Indemnified Parties") fromParties for, against and in respect of any and all claims, liabilities, obligations, losses, costs, expenses, penalties, fines and other judgments (at equity or at law) and damages whenever arising or incurred (including, without limitation, amounts paid in settlement, costs of investigation and reasonable attorneys' fees and expenses) Losses arising out of or relating to: (a) Any Excluded Liability any inaccuracy in or breach of any representation or warranty of the Company or Seller set forth in this Agreement (in the case of Taxes, without regard to any materiality qualifiers or disclosure in the Seller Disclosure Schedule), the Seller Compliance Certificate or any and all other liabilities and obligations of Seller of any nature whatsoever, including but not limited to claims under Article 6 (Bulk Transfers) of the New York Uniform Commercial CodeRelated Agreement; (b) Any and all actions, suits, claims, or legal, administrative, arbitration, governmental or other proceedings or investigations against any Purchaser Indemnified Party that relate to Seller, the Assets or the Business to the extent the principal event giving rise thereto occurred prior to the Closing Date or which result from or arise out of any action or inaction prior to the Closing Date of Seller or any affiliate, officer, director, employee, agent, representative or subcontractor of Seller; (c) Any breach of any representation, warranty, covenant, agreement or undertaking made by Seller in this Agreement or in any certificate, agreement, exhibit, schedule or other writing delivered by Seller to Purchaser in connection with the matters contemplated hereby or pursuant to the provisions hereof (collectively, the "Seller Ancillary Documents"); or (d) Any fraud, willful misconduct, bad faith or any intentional breach of any representation, warranty, covenant, agreement or undertaking made by the Company, Seller Indemnifying Member or Seller in this Agreement or in any Seller Related Agreement; provided, that to the extent such breach is a breach of a pre-Closing covenant and also constitutes an indemnifiable claim under Section 11.1(a) or (c) through (f), then Section 11.1(a) or (c) through (f), as applicable, shall govern the indemnification rights of the Purchaser Indemnified Parties with respect to such breach; (c) pending suits, actions, investigations or other legal, governmental or administrative proceedings set forth on, or required to be set forth on, Section 3.22 of the Seller Ancillary Documents.Disclosure Schedule, subject to Section 11.3(d); (d) any Pre-Closing Taxes; (e) the Closing Date Indebtedness and Closing Date Expenses; (f) fifty percent (50%) of any Losses that result in the application and erosion of any retention or deductible under the R&W Insurance Policy; provided that such Losses pursuant to this clause (f) shall not exceed the Escrow Cash remaining in escrow with the Escrow Agent;

Indemnification Obligations of Seller. From Seller shall defend, indemnify, save and after the Closing, each of NYIC, Kerry and Mr. Ketsoglou shaxx xxintly xxx xxxxxxxxy, indemnify and hold keep harmless the Purchaser and its subsidiaries and affiliates (including Purchaser, each of their respective officers and directors, employees, agents and representatives and each of the heirs, executors, successors and permitted assigns of against and from all Damages sustained or incurred by any of the foregoing (collectively, the "Purchaser Indemnified Parties") from, against and in respect of any and all claims, liabilities, obligations, losses, costs, expenses, penalties, fines and other judgments (at equity them resulting from or at law) and damages whenever arising or incurred (including, without limitation, amounts paid in settlement, costs of investigation and reasonable attorneys' fees and expenses) arising out of or relating toby virtue of: (a) Any Excluded Liability any inaccuracy in or any and all other liabilities and obligations of Seller of any nature whatsoever, including but not limited to claims under Article 6 (Bulk Transfers) of the New York Uniform Commercial Code; (b) Any and all actions, suits, claims, or legal, administrative, arbitration, governmental or other proceedings or investigations against any Purchaser Indemnified Party that relate to Seller, the Assets or the Business to the extent the principal event giving rise thereto occurred prior to the Closing Date or which result from or arise out of any action or inaction prior to the Closing Date of Seller or any affiliate, officer, director, employee, agent, representative or subcontractor of Seller; (c) Any breach of any representation, warranty, covenant, agreement representation or undertaking warranty made by Seller in this Agreement or in any certificate, agreement, exhibit, schedule or other writing closing document delivered by Seller to Purchaser in connection with this Agreement; (b) any breach by Seller of, or failure by Seller to comply with, any of its covenants or obligations under this Agreement (including, without limitation, its obligations under this Article X); (c) the matters contemplated hereby failure to discharge when due any of the Excluded Liabilities, or any claim against Purchaser with respect to any Excluded Liability or alleged Excluded Liability; (d) any claims by parties other than Purchaser to the extent caused by acts or omissions of Seller on or prior to the Closing Date, including, without limitation, claims for Damages which arise or arose out of Seller's operation of the Business or by virtue of Seller's ownership of the Purchased Assets on or prior to the Closing Date; (e) any Plan or Welfare Plan which Seller or an ERISA Affiliate has at any time maintained or administered or to which Seller or any ERISA Affiliate has at any time contributed (including, without limitation, any liability for health continuation requirements under Code Section 4980B or Part 6 of Subtitle B of Title I of ERISA and any liability arising pursuant to Title IV of ERISA for plan termination, withdrawal or partial withdrawal from any Multiemployer Plan, or any lien to enforce any Title IV liability or any liability for retiree benefits); (f) any benefits accrued pursuant to any Employee Benefit Plan, or any action or failure to act, in whole or in part, with respect to any Employee Benefit Plan; (g) any failure of the provisions parties to comply with any applicable bulk transfer laws contained in the Uniform Commercial Code of the State of Connecticut in connection with the transaction contemplated by this Agreement, as contemplated by Section 6.3(a); (h) without being limited by the foregoing paragraphs (a) through (g), and without regard to whether any one or more of the items listed in this paragraph (h) may be disclosed in the Disclosure Schedule or otherwise known to Purchaser as of the date hereof or the Closing Date: (collectivelyi) any violation of, or delinquency with respect to, any decree, order or arbitration award or law, statute, or regulation in effect on or prior to the "Closing Date of or agreement of Seller Ancillary Documents"with, or any license, Permit or Environmental Permit granted to Seller from, any Federal, state or local governmental authority to which the properties, assets, personnel or business activities of the Business are subject (or to which the Seller is subject as it relates to the properties, assets, personnel or business activities of the Business), including, without limitation, laws, statutes and regulations relating to occupational health and safety, building codes, zoning, equal employment opportunities, fair employment practices and discrimination; (ii) any generation, transportation, storage, treatment or Release of any Hazardous Materials occurring on or prior to the Closing Date (including without limitation those that allegedly result in, or result in, any Release or treatment of Hazardous Materials after the Closing Date), regardless of when liability is asserted, at (A) any Facility, regardless of whether Seller owned, operated or leased such Facility at the time any such activity occurred, or (B) any Offsite Facility with regard to any Hazardous Materials with which Seller was involved in any way at any time; (iii) any discharges to or from storm, ground or surface waters or wetlands, and any air emissions or pollution, which result from or are caused by activities, events, conditions or occurrences on or prior to the Closing Date; (iv) the exposure of and resulting consequences to any persons, including, without limitation, employees of Seller, to any Hazardous Materials created, generated, processed, handled or originating on or prior to the Closing Date at a Facility or otherwise used by Seller or its predecessors in the conduct of its business or contained in or constituting a part of merchandise sold by Seller or its predecessors; or (dv) Any fraudany violation or alleged violation of, willful misconductor obligation imposed by, bad faith any Environmental Law as a result of activities, events, conditions or any intentional breach occurrences prior to the Closing Date, regardless of any representationwhen the violation or alleged violation or obligation arises or is asserted. The obligations of Seller under this Section 10.2 shall extend for five (5) years following the Closing Date, warrantyexcept for their obligations with respect to the accuracy of the representations and warranties contained in Sections 4.2(c), covenant4.2(d), agreement or undertaking made by 4.5 and 4.7 of this Agreement, which obligations shall extend until the Seller in this Agreement or applicable statute of limitations with respect to Seller's liability for such matters shall have expired or, if no statute of limitations is applicable, for a period of six years following the Seller Ancillary DocumentsClosing Date.

Indemnification Obligations of Seller. From Subject to the provisions and after limitations set forth in Section 7.4, Seller (the Closing“Seller Indemnifying Person”), each of NYIC, Kerry and Mr. Ketsoglou shaxx xxintly xxx xxxxxxxxywill defend, indemnify and hold harmless the Purchaser Parent, Buyer and its subsidiaries and affiliates (including Purchaser, each of their respective officers and Affiliates, officers, directors, employeesagents, agents representatives, stockholders and representatives and each of the heirs, executors, successors and assigns of any of the foregoing employees (collectively, the "Purchaser “Parent Indemnified Parties"Persons” and each individually, a “Parent Indemnified Person”) fromfrom and against Damages directly or indirectly incurred, against and in respect of any and all claims, liabilities, obligations, losses, costs, expenses, penalties, fines and other judgments (at equity resulting from or at law) and damages whenever arising or incurred (including, without limitation, amounts paid in settlement, costs of investigation and reasonable attorneys' fees and expenses) arising out of or relating toof: (a) Any Excluded Liability any inaccuracy, misrepresentation, or default in, or breach of, any and all other liabilities and obligations of Seller of any nature whatsoever, including but not limited to claims under Article 6 (Bulk Transfers) of the New York Uniform Commercial Coderepresentations or warranties given or made by Seller in this Agreement, any of the Seller Ancillary Agreements or the Seller Disclosure Letter (including all Schedules thereto); (b) Any and all actions, suits, claims, or legal, administrative, arbitration, governmental or other proceedings or investigations against any Purchaser Indemnified Party that relate to Seller, the Assets or the Business to the extent the principal event giving rise thereto occurred prior to the Closing Date or which result from or arise out of any action or inaction prior to the Closing Date of Seller or any affiliate, officer, director, employee, agent, representative or subcontractor of Seller; (c) Any breach of any representation, warranty, covenant, agreement or undertaking made by Seller in this Agreement or in any certificate, agreement, exhibit, schedule or other writing delivered by Seller to Purchaser in connection with of the matters contemplated hereby or pursuant to the provisions hereof (collectively, the "Seller Ancillary Documents"); or (d) Any fraud, willful misconduct, bad faith or any intentional breach covenants of any representation, warranty, covenant, agreement or undertaking made by the Seller in this Agreement or the Seller Ancillary DocumentsAgreements; (c) any of the Excluded Assets or any of the Excluded Liabilities; (d) the operation of the Business by Seller at any time or times on or before the Closing Date; (e) any Liability arising from any noncompliance with any bulk sales, bulk transfer or similar laws applicable to the transactions contemplated hereby or any claims asserting that any transaction contemplated hereby constitutes a fraudulent conveyance, a preferential transfer or any claim of a similar nature; (f) any Taxes, assessments and other governmental charges of any kind or nature whatsoever, including any withholding, social security or unemployment levies, arising out of the Business through the Closing or payable with respect to Seller or by Seller for the transactions contemplated hereby; and (g) any demand, claim, debt, suit, cause of action, arbitration or other proceeding that is made or asserted against Seller (including a warranty claim, a product liability claim or any other claim), including any such action that is made or asserted against Seller by any stockholder of Seller, whether arising before or after the Closing, unless such demand, claim, debt, suit, cause of action, arbitration or other proceeding arises from any Assumed Liability or action taken by Parent or Buyer with respect to the Purchased Assets or the Business after the Closing.

Indemnification Obligations of Seller. From Subject to the provisions of this Article VIII, from and after the Closing, each of NYICSeller shall indemnify, Kerry and Mr. Ketsoglou shaxx xxintly xxx xxxxxxxxydefend, indemnify and hold harmless the Purchaser and its subsidiaries and affiliates (including Purchaser, each of their respective officers and directors, employees, agents and representatives and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the "Purchaser Buyer Indemnified Parties") Parties from, against and in respect of any and all claims, liabilities, obligations, losses, costs, expenses, penalties, fines and other judgments (at equity or at law) and damages whenever arising or incurred (including, without limitation, amounts paid in settlement, costs of investigation and reasonable attorneys' fees and expenses) Losses arising out of or relating toof: (a) Any Excluded Liability or any and all other liabilities and obligations of Seller breach of any nature whatsoever, including but not limited to claims under Article 6 (Bulk Transfers) of the New York Uniform Commercial CodeFundamental Representation; (b) Any and all actions, suits, claims, or legal, administrative, arbitration, governmental or other proceedings or investigations against any Purchaser Indemnified Party that relate to Seller, the Assets or the Business to the extent the principal event giving rise thereto occurred prior to the Closing Date or which result from or arise out of any action or inaction prior to the Closing Date of Seller or any affiliate, officer, director, employee, agent, representative or subcontractor of Seller; (c) Any breach of any representation, warranty, covenant, agreement or undertaking made by Seller in this Agreement which, by its terms, is to be completed prior to or in any certificate, agreement, exhibit, schedule or other writing delivered by Seller to Purchaser in connection with as of the matters contemplated hereby or pursuant to the provisions hereof (collectively, the "Seller Ancillary Documents"); orClosing; (dc) Any fraud, willful misconduct, bad faith or any intentional breach of any representation, warranty, covenant, agreement or undertaking made by the Seller in this Agreement which, by its terms, requires performance in whole or in part after the Closing; (d) (i) any Taxes (other than Transfer Taxes, which will be subject to Section 5.6(f)) of the Company with respect to any Tax period or portion thereof ending on or before the Closing Date (or for the portion of any Straddle Period ending on the Closing Date determined in accordance with Section 5.6(d)); (ii) the unpaid Taxes of any Person under Treasury Regulations Section 1.1502-6 (or any similar provision of Law) that are imposed on the Company by reason of having been a member of an affiliated, combined, consolidated, unitary or similar group on or before the Closing Date; and (iii) the unpaid Taxes of any Person for which the Company is liable as a transferee or successor, by contract (other than a contract entered into in the Ordinary Course the primary purpose of which is unrelated to Taxes), or otherwise, which Taxes relate to an event or transaction occurring before the Closing; provided that, such Taxes described in clauses (i) through (iii) above shall not include any Taxes that (x) were reflected as a liability on the Final Closing Statement, (y) are attributable to the breach of any covenant of Buyer under Section 5.6, or (z) are attributable to any action taken by or on behalf of the Company on the Closing Date after the Closing; (e) any Excluded Asset or Excluded Liability; (f) any Liability for Post-Closing Environmental Remediation Measures for which Seller Ancillary Documentsis responsible pursuant to Section 5.23(d); or (g) any breach of the Real Estate Representation with respect to the Commitment Delivery Real Property, in each case limited only to the representation that the Company, Seller or its Affiliate, as applicable, has good and valid fee simple title in and to such property and, for the avoidance of doubt, the indemnification under this clause (g) does not pertain to any encumbrances on title or other Liens, or whether the same are or are not Permitted Liens. The Losses of the Buyer Indemnified Parties described in this Section 8.1 as to which the Buyer Indemnified Parties are entitled to indemnification from Seller are collectively referred to as “Buyer Losses”.

Indemnification Obligations of Seller. From and after the ClosingClosing and subject to the limitations set forth in this ‎Article XI, each of NYIC, Kerry and Mr. Ketsoglou shaxx xxintly xxx xxxxxxxxy, Seller shall indemnify and hold harmless the Purchaser Buyer and its subsidiaries and affiliates Affiliates (including Purchaserthe Company), each of and their respective officers and directors, officers, managers, partners, employees, agents and representatives and each of agents (each, a “Buyer Indemnified Party”), at all times after the heirs, executors, successors and assigns of any of the foregoing (collectively, the "Purchaser Indemnified Parties") from, Closing Date against and in respect of all Losses suffered or incurred, without duplication, by any Buyer Indemnified Party resulting from, arising out of or in connection with: (a) any inaccuracy in or breach of any representation or warranty made by the Company or Seller in ‎Article IV or ‎Article VI hereof as of the date of this Agreement or as of the Closing as if such representation or warranty were made as of the Closing (except for such representations or warranties expressly made as of an earlier date, in which case, as of such earlier date); (b) any breach, noncompliance or non-performance of any agreement, obligation or covenant made by (i) the Company prior to Closing or (ii) Seller in this Agreement; (c) any Pre-Closing Taxes; (d) any Indebtedness of the Company as of immediately prior to the Closing (other than, for the avoidance of doubt, arrangements entered into by or on behalf of Buyer or any of its Affiliates); (e) any Seller’s Transaction Expenses to the extent not paid prior to the Closing; (f) any accounts payable of the Company incurred prior to the Closing to the extent (i) not paid prior to the Closing and all claims(ii) not taken into account in the determination of the Purchase Price at the Closing pursuant to ‎Section 2.2; (g) any Liabilities arising out of or related to the use or operation of any real property for the Business prior to the Closing, liabilitiesthe operation of the Business prior to the Closing, obligationsany of the Products manufactured prior to the Closing or any Excluded Assets; (h) any Liabilities of Seller or its Affiliates (except as set forth in ‎Section 9.4) to contribute to, lossesmake payments with respect to, costsprovide benefits under, expensespay Taxes, penaltiespenalties or other Liabilities to the extent related to or otherwise with respect to any Seller Benefit Plan; (i) any Liabilities relating to (i) any employees of Seller or its Affiliates that are not Transferred Employees arising prior to, fines on or following the Closing (including severance payments and other judgments obligations payable to each such individual), (at equity or at lawii) Transferred Employees arising prior to the Closing (except as otherwise set forth on ‎Section 9.4) and damages whenever (iii) any Seller Benefit Plan that is (A) a “pension plan” (as defined in Section 3(2) of ERISA) subject to Section 412 of the Code or Section 302 or Title IV of ERISA or (B) a non-U.S. pension or defined benefit plan; and (j) any Liabilities to the extent arising from (i) a Release of Hazardous Substances, or incurred the presence of Hazardous Substances in the air, soil, sediment, rock, ground surface, subsurface strata, water or groundwater, in each case, (A) at, on, in, under or from the Owned Real Property or the Leased Real Property, or any real property formerly owned, leased or operated by or for or relating to the Business, and (B) occurring or existing prior to the Closing (including, without limitation, amounts paid in settlement, costs of investigation and reasonable attorneys' fees and expenses(x) arising out of or relating to: (a) Any Excluded Liability or any and all other liabilities and obligations of Seller the offsite migration of any nature whatsoeversuch Hazardous Substances and (y) any Environmental Claim for the Release, or presence of any such Hazardous Substances in the air, soil, sediment, rock, ground surface, subsurface strata, water or groundwater, at, on, in, under or from the Owned Real Property or the Leased Real Property by a third party (other than Buyer or its Affiliates), in each case prior to the Closing), or (ii) any transfer or disposition to an off-site location of Hazardous Substances from the Owned Real Property, the Leased Real Property, or the Business, in each case prior to the Closing, in the case of each of (i) and (ii) with respect to which Remedial Action is required by any Governmental Authority pursuant to Environmental Law (including but as a result of any Third Party Proceeding) or is required to comply with Environmental Laws, in each case, other than Liabilities in respect of (A) actual or alleged human exposure to any such Hazardous Substance or (B) requirements of Environmental Law or Governmental Authorities pursuant to Environmental Law applicable to operational (and not limited relating to claims under Article 6 (Bulk Transferscontamination) permitting or compliance matters; provided that, for the avoidance of doubt, the New York Uniform Commercial Code; parties hereto acknowledge and agree that the matters and Liabilities set forth in clauses (b) Any and all actions, suits, claims, through (i) above shall not include any Environmental Claims or legal, administrative, arbitration, governmental any Liabilities arising under or other proceedings relating to Environmental Laws or investigations against any Purchaser Indemnified Party that relate relating to SellerHazardous Substances, the Assets or the Business exclusive remedy for which, subject to the extent the principal event giving rise thereto occurred prior limitations set forth herein (including ‎Section 11.4), is provided under ‎Section 11.1(a) (with respect to the Closing Date or which result from or arise out of any action or inaction prior to the Closing Date of Seller or any affiliate, officer, director, employee, agent, representative or subcontractor of Seller; (c) Any a breach of any representation, warranty, covenant, agreement or undertaking made by Seller the representations in this Agreement or in any certificate, agreement, exhibit, schedule or other writing delivered by Seller to Purchaser in connection with the matters contemplated hereby or pursuant to the provisions hereof (collectively, the "Seller Ancillary Documents"‎Section 4.19) and ‎Section 11.1(j); or (d) Any fraud, willful misconduct, bad faith or any intentional breach of any representation, warranty, covenant, agreement or undertaking made by the Seller in this Agreement or the Seller Ancillary Documents.

Indemnification Obligations of Seller. From Subject to Section 7.2, Seller and after the ClosingParent shall, each of NYICjointly and severally, Kerry and Mr. Ketsoglou shaxx xxintly xxx xxxxxxxxyindemnify, indemnify defend and hold harmless the Purchaser and its subsidiaries and affiliates (including Purchaser, each of their respective officers and directors, employees, agents and representatives and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the "Purchaser Indemnified Parties") Parties from, against against, and in respect of of, any and all claims, liabilities, obligations, damages, losses, costs, expenses, penalties, fines and other judgments (at equity or at law, including statutory and common) and damages whenever arising or incurred (including, without limitation, including amounts paid in settlement, costs of investigation and reasonable attorneys' fees and expenses) arising out of or relating to: (a) Any the Excluded Liability or any and all Liabilities other liabilities and obligations of Seller of any nature whatsoever, including but not limited to claims under Article 6 (Bulk Transfers) of the New York Uniform Commercial Codethan those Excluded Liabilities enumerated in Section 2.4(b); (b) Any and all actions, suits, claims, any breach or legal, administrative, arbitration, governmental inaccuracy of any representation or other proceedings or investigations against any Purchaser Indemnified Party that relate to Seller, the Assets warranty made by Seller in this Agreement or the Business to the extent the principal event giving rise thereto occurred prior to the Closing Date or which result from or arise out of any action or inaction prior to the Closing Date of Seller or any affiliate, officer, director, employee, agent, representative or subcontractor of SellerAncillary Documents; (c) Any any breach of any representation, warranty, covenant, agreement or undertaking made by Seller in this Agreement or in any certificate, agreement, exhibit, schedule or other writing delivered by Seller to Purchaser in connection with the matters contemplated hereby or pursuant to the provisions hereof (collectively, the "Seller Ancillary Documents"); or; (d) Any any fraud, willful misconduct, misconduct or bad faith or any intentional breach of any representation, warranty, covenant, agreement or undertaking made by the Seller in connection with this Agreement or the Seller Ancillary Documents; (e) non-compliance by the Parties with any applicable bulk sales Law; or (f) any Environmental Conditions present on, at or underlying the Owned Real Property on or prior to the Closing Date, excluding losses arising out of the presence of Hazardous Materials that have migrated or are migrating on to the Owned Real Property form property owned by a third party. The claims, liabilities, obligations, losses, costs, expenses, penalties, fines and judgments (at equity or at law, including statutory and common) and damages whenever arising or incurred of the Purchaser Indemnified Parties including, without limitation, (i) amounts paid in settlement, costs of investigation, reasonable attorneys' fees and expenses; (ii) the expenses and costs of any litigation necessary to establish the merits and amount of any direct claim made by any Purchaser Indemnified Party in such proportion (including all of such expenses and costs) as determined by the judge or arbitrator in such proceeding based on the amount of the indemnification sought by such Purchaser Indemnified Party in such proceeding and the amount of indemnification awarded by the judge or arbitrator in such proceeding; and (iii) the expenses and costs of any litigation necessary to establish the merits and amount of any direct claim made by any Purchaser Indemnified Party in such proportion (including all of such expenses and costs) as determined by the judge or arbitrator in such proceeding based on the amount of the indemnification sought by such Purchaser Indemnified Party in such proceeding and the amount of indemnification awarded by the judge or arbitrator in such proceeding, described in this Section 7.1 as to which Purchaser Indemnified Parties are entitled to indemnification are collectively referred to as "Purchaser Losses".

Indemnification Obligations of Seller. From and Subject to the limits set forth in this Article 9, after the Closing, each of NYICSeller shall indemnify, Kerry and Mr. Ketsoglou shaxx xxintly xxx xxxxxxxxy, indemnify defend and hold harmless the Purchaser and its subsidiaries and affiliates (including Purchaseraffiliates, each of their respective officers and officers, directors, employees, agents and representatives and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the "Purchaser Indemnified Parties") from, against and in respect of any and all claims, liabilities, obligations, losses, costs, expenses, penalties, fines and other judgments (at equity or at law) and damages whenever arising or incurred (including, without limitation, amounts paid in settlement, costs of investigation and reasonable attorneys' fees and expenses) arising out of or relating to: (a) Any Excluded Liability any liability or any and all other liabilities and obligations obligation of Seller of any nature whatsoever, including but not limited to claims under Article 6 (Bulk Transfers) of except for the New York Uniform Commercial CodeAssumed Liabilities; (b) Any and all actions, suits, claims, any breach or legal, administrative, arbitration, governmental or other proceedings or investigations against any Purchaser Indemnified Party that relate to Seller, the Assets or the Business to the extent the principal event giving rise thereto occurred prior to the Closing Date or which result from or arise out inaccuracy of any action representation or inaction prior to the Closing Date of warranty made by Seller in this Agreement or in any affiliate, officer, director, employee, agent, representative or subcontractor of SellerSeller Ancillary Document; (c) Any any breach of any representation, warranty, covenant, agreement or undertaking made by Seller in this Agreement or in any certificate, agreement, exhibit, schedule or other writing delivered by Seller to Purchaser in connection with the matters contemplated hereby or pursuant to the provisions hereof (collectively, the "Seller Ancillary Documents"); orDocument; (d) Any noncompliance by Seller with any bulk sales laws, other than by reason of the failure of Purchaser to pay the Assumed Liabilities; (e) any provision of any Environmental Law (including, without limitation, CERCLA), whether now existing or promulgated in the future, and arising out of or relating to (i) any act or omission of Seller or its employees, agents or representatives (at such time as they were employees, agents or representatives of Seller), (ii) the ownership, use, control or operation by Seller on or prior to the Closing Date of the Real Property or any plant, facility, site, area or property used in the business of Seller (whether currently or previously owned or leased by Seller), including, without limitation, arising from any release of any hazardous materials or off-site shipment of any hazardous materials at or from the Real Property or any such plant, facility, site, area or property or (iii) any noncompliance by Seller with any permit, license or governmental authorization issued under or with respect to any Environmental Law; (f) any claim against any Purchaser Indemnified Party arising out of Purchaser's performance of its obligations under Section 5.14; (g) any fraud, willful misconduct, misconduct or bad faith of Seller in connection with, or any intentional breach of any representation, warranty, covenant, agreement or undertaking made by the Seller in in, this Agreement or the Seller Ancillary Documents; or (h) any claim by Milbexx Xxxxors Inc., any account debtor or any other entity arising under or related to the accounts sold to Milbexx Factors Inc. under the Factoring Agreement prior to the Closing Date. The claims, liabilities, obligations, losses, costs, expenses, penalties, fines and damages of the Purchaser Indemnified Parties described in this Section 9.1 as to which the Purchaser Indemnified Parties are entitled to indemnification are hereinafter collectively referred to as "Purchaser Losses."

Indemnification Obligations of Seller. From and after (a) During the ClosingEscrow Period, each of NYICsubject to the limitations set forth in this Article VI, Kerry and Mr. Ketsoglou shaxx xxintly xxx xxxxxxxxy, Seller shall indemnify and hold harmless the Patent Purchaser and its subsidiaries and affiliates (including PurchaserAffiliates, each of their respective officers and directors, officers, employees, agents and representatives and each of the heirs, executors, successors and assigns of any of the foregoing Representatives (collectively, the "“Patent Purchaser Indemnified Parties") from, against and in respect of any and all claims, liabilities, obligations, losses, costs, expenses, penalties, fines and other judgments (at equity or at law”) and damages whenever arising hold each of them harmless against any direct loss, liability, cost, damage or incurred expense (including, without limitation, amounts paid in settlement, costs including reasonable expenses of investigation and reasonable attorneys' ’ fees and expenses, but excluding any consequential, indirect, special, incidental or punitive damages or lost profits) (collectively, “Losses”), suffered by any such Purchaser Indemnified Party in connection with (i) any inaccuracy of any representation or warranty of Seller under this Agreement (without giving effect to any materiality qualifications therein) or (ii) any breach of any covenant or agreement of Seller under this Agreement. The Initial Participants of Patent Purchaser shall be deemed to be Patent Purchaser Indemnified Parties hereunder. For purposes of clause (i) of this Section 6.4(a), the representations and warranties of Seller under this Agreement shall be deemed to have been made as of the Patent Sale Closing Date (unless expressly made as of another date). For the avoidance of doubt, except in the case of fraud, neither Seller nor any of its Affiliates, directors, officers, employees, agents and Representatives shall have any obligation to indemnify Patent Purchaser Indemnified Parties or otherwise have any obligation or liability under this Agreement arising out of or relating to: (a) Any Excluded Liability or any and all other liabilities and obligations of Seller of any nature whatsoever, including but not limited to claims under Article 6 (Bulk Transfers) the delivery of the New York Uniform Commercial Code;certificate referred to in Section 7.2(d). (b) Any During the Escrow Period, the right to obtain indemnification from, and all actionsonly from, suitsthe offset by the Patent Purchaser Indemnified Parties of the Escrow Fund pursuant to the indemnification provisions of this Article VI shall be the Patent Purchaser Indemnified Parties’ sole and exclusive remedy for monetary damages. In no event shall Seller have any indemnification liability for Losses in excess of the Escrow Amount. Without limiting the generality of the foregoing or any term of this Agreement to the contrary, claims, nothing contained in this Agreement shall limit the rights of the Patent Purchaser Indemnified Parties to seek or legal, administrative, arbitration, governmental obtain specific performance or any other proceedings or investigations against any equitable remedy to which such Patent Purchaser Indemnified Party that relate to Seller, the Assets or the Business to the extent the principal event giving rise thereto occurred prior to the Closing Date or which result from or arise out of any action or inaction prior to the Closing Date of Seller or any affiliate, officer, director, employee, agent, representative or subcontractor of Seller;is otherwise entitled. (c) Any breach The Patent Purchaser Indemnified Parties shall not be entitled to receive any portion of the Escrow Fund for any representation, warranty, covenant, agreement or undertaking made by Seller in this Agreement or in any certificate, agreement, exhibit, schedule or other writing delivered by Seller to Purchaser in connection with the matters contemplated hereby or indemnification obligations pursuant to Section 6.4(a) unless and until the provisions hereof aggregate amount of Losses exceeds One Million Five Hundred Thousand Dollars (collectively$1,500,000) (the “Threshold Amount”), in which case, the "Seller Ancillary Documents"); orPatent Purchaser Indemnified Parties shall be entitled to receive the amount of such Losses in excess of such Threshold Amount up to the Escrow Amount. (d) Any fraudThe obligations of Seller and the rights of the Patent Purchaser Indemnified Parties under this Section 6.4 shall terminate upon the termination of the Escrow Period. (e) Notwithstanding anything contained herein to the contrary, willful misconduct, bad faith such portion of the Escrow Fund at the conclusion of the Escrow Period as in the reasonable judgment of Patent Purchaser may be necessary to satisfy any unresolved or unsatisfied claims for Losses specified in any intentional breach Claims Notice delivered to Seller prior to expiration of any representation, warranty, covenant, agreement the Escrow Period shall remain in the Escrow Fund until such claims have been resolved or undertaking made by the Seller in this Agreement or the Seller Ancillary Documentssatisfied.

Indemnification Obligations of Seller. From Seller shall defend, indemnify, save and after the Closing, each of NYIC, Kerry and Mr. Ketsoglou shaxx xxintly xxx xxxxxxxxy, indemnify and hold keep harmless the Purchaser and its subsidiaries and affiliates (including Purchaserofficers, each of their respective officers and directors, employees, agents and representatives and each of the heirsagents, executorsstockholders, successors and permitted assigns against and from all Damages sustained or incurred by any of them resulting from or arising out of or by virtue of: (a) any inaccuracy in or breach of any of the foregoing (collectivelyrepresentation and warranty made by Seller in this Agreement, the "Seller's Ancillary Documents or in any closing document delivered to Purchaser Indemnified Parties"in connection with this Agreement; (b) fromany breach by Seller of, against and in respect or failure by Seller to comply with, any of any and all claims, liabilities, obligations, losses, costs, expenses, penalties, fines and other judgments (at equity its covenants or at law) and damages whenever arising or incurred obligations under this Agreement (including, without limitation, amounts paid its obligations under this Article VII); (c) the failure to discharge when due any liability set forth under Section 3.1(g) or any claim against Purchaser with respect to any such liability or obligation or alleged liability or obligation; (d) any claims by parties other than Purchaser to the extent caused by acts or omissions of Seller or DDIS on or prior to the Closing Date, including, without limitation, claims for Damages which arise or arose out of Seller's or DDIS's operation of the Business, by virtue of Seller's ownership of the Shares on or prior to the Closing Date, or by virtue of any pending or overtly threatened litigation against DDIS or its Affiliates, even if disclosed on the Disclosure Schedule; (e) any employee pension benefit plan (as defined by Section 3(2) of ERISA) or any employee welfare benefit plan (as defined in settlementSection 3(1) of ERISA) which Seller, costs DDIS or an ERISA Affiliate has at any time maintained or administered or to which Seller, DDIS or any ERISA Affiliate has at any time contributed (including, without limitation, any liability for health continuation requirements under Code Section 4980B or Part 6 of investigation Subtitle B of Title I of ERISA and reasonable attorneys' fees and expenses) any liability arising pursuant to Title IV of ERISA for plan termination, withdrawal or partial withdrawal from any multiemployer plan, or any lien to enforce any Title IV liability), to the extent that such Damages result from or arise out of or relating to: (a) Any Excluded Liability by virtue of acts or any and all other liabilities and obligations of Seller of any nature whatsoever, including but not limited omissions prior to claims under Article 6 (Bulk Transfers) of the New York Uniform Commercial CodeClosing Date; (bf) Any any benefits accrued pursuant to any Welfare Plan or Employee Benefit Plan at or prior to the Closing Date other than benefits payable under insurance policies in full force and all actionseffect on the Closing Date; (g) any action or failure to act, suitsin whole or in part, claimsat or prior to the Closing Date with respect to any Plan, Welfare Plan or legal, administrative, arbitration, governmental Employee Benefit Plan; (h) any claims by employees of Seller or other proceedings or investigations against any Purchaser Indemnified Party that relate to Seller, DDIS employed in the Assets or conduct of the Business relating to (x) the extent the principal event giving rise thereto occurred termination by DDIS or Seller of such employees on or prior to the Closing Date or which result from (y) the termination by Seller of Seller employees after the Closing Date; (1) all liability for the Taxes of DDIS and its subsidiaries for any period ending on or arise out of any action or inaction prior to before the Closing Date of Seller or any affiliate, officer, director, employee, agent, representative or subcontractor of Seller; (c) Any breach and the portion of any representationStraddle Period (as herein defined) commencing before the Closing Date and not ending on the Closing Date, warranty, covenant, agreement or undertaking made by Seller in this Agreement or in any certificate, agreement, exhibit, schedule or other writing delivered by Seller to Purchaser in connection with (2) all liabilities of DDIS as a result of the matters contemplated hereby or pursuant to the provisions hereof (collectively, the "Seller Ancillary Documents"); or (d) Any fraud, willful misconduct, bad faith or any intentional breach applicability of any representation, warranty, covenant, agreement or undertaking made by the Seller in this Agreement or the Seller Ancillary DocumentsTreas.

Indemnification Obligations of Seller. From Notwithstanding any other provision of this Agreement, Seller shall jointly and after the Closingseverally defend, each of NYICindemnify, Kerry save and Mr. Ketsoglou shaxx xxintly xxx xxxxxxxxy, indemnify and hold keep harmless the Purchaser and its subsidiaries and affiliates (including Purchaser, each of their respective officers and directors, employees, agents and representatives and each of the heirs, executors, successors and permitted assigns of against and from all Damages sustained or incurred by any of the foregoing (collectively, the "Purchaser Indemnified Parties") from, against and in respect of any and all claims, liabilities, obligations, losses, costs, expenses, penalties, fines and other judgments (at equity them resulting from or at law) and damages whenever arising or incurred (including, without limitation, amounts paid in settlement, costs of investigation and reasonable attorneys' fees and expenses) arising out of or relating toby virtue of: (a) Any Excluded Liability or any and all other liabilities and obligations of Seller of any nature whatsoever, including but not limited to claims under Article 6 (Bulk Transfers) of the New York Uniform Commercial Code; (b) Any and all actions, suits, claims, or legal, administrative, arbitration, governmental or other proceedings or investigations against any Purchaser Indemnified Party that relate to Seller, the Assets or the Business to the extent the principal event giving rise thereto occurred prior to the Closing Date or which result from or arise out of any action or inaction prior to the Closing Date of Seller or any affiliate, officer, director, employee, agent, representative or subcontractor of Seller; (c) Any breach of any representation, warranty, covenant, agreement representation or undertaking warranty made by Seller in this Agreement or in any certificate, agreement, exhibit, schedule or other writing closing document delivered by Seller to Purchaser in connection with this Agreement, irrespective of whether known to Purchaser as of or prior to the matters contemplated hereby Closing Date; (b) any breach by Seller of, or failure by Seller to comply with, any of its covenants or obligations under this Agreement (including, without limitation, its obligations under this Article X); (c) the failure to discharge when due any of the Excluded Liabilities, or any claim against Purchaser with respect to any Excluded Liability; (d) any benefit or other liability accruing prior to the Closing Date with respect to any Employee Benefit Plan or Welfare Plan which Seller or an ERISA Affiliate have at any time maintained or administered or to which Seller or any ERISA Affiliate have at any time contributed (including, without limitation, any liability for health continuation requirements under Code Section 4980B or Part 6 of Subtitle B of Title I of ERISA) which relate to employees of the Newspapers and any liability arising pursuant to Title IV of ERISA for plan termination, withdrawal or partial withdrawal from any Multiemployer Plan with respect to employees of the provisions hereof Newspapers, or any lien to enforce any Title IV liability or any liability for retiree benefits accrued prior to the Closing Date with respect to employees of the Newspapers; (collectivelye) any benefits accrued prior to the Closing Date pursuant to any Employee Benefit or Welfare Plan maintained in whole or in part by Seller with respect to the Newspapers, or any action or failure to act, in whole or in part, by Seller with respect to such plans prior to the "Seller Ancillary Documents")Closing Date; or (df) Any fraud, willful misconduct, bad faith or any intentional breach of any representation, warranty, covenant, agreement or undertaking made without being limited by the Seller foregoing paragraphs (a) through (e), and without regard to whether any one or more of the items listed in this paragraph (f) may be disclosed in the Disclosure Schedule or otherwise known to Purchaser as of the date hereof or the Closing Date as a consequence of the examination, testing or inspection described in Section 4.9 or 7.2(h) of this Agreement or the Seller Ancillary Documents.otherwise:

Indemnification Obligations of Seller. From Subject to the tenns and conditions of this Agreement, from and after the Closing, each of NYICSeller and Seller Parent shall, Kerry jointly and Mr. Ketsoglou shaxx xxintly xxx xxxxxxxxyseverally, indemnify indemnify, defend and hold harmless the Purchaser Buyer and its subsidiaries Affiliates (including, after the Closing, the Companies) and affiliates (including Purchaser, each of their respective officers and directors, employees, agents and representatives and each of the heirs, executorsRepresentatives, successors and assigns (each a “Buyer Indemnified Party”), from and against any and all Losses incurred, sustained or suffered by any Buyer Indemnified Party as a result of, based upon or arising out of: (a) any inaccuracy or breach of any representation or warranty contained in Article IV of this Agreement or in the Seller Closing Certificate; (b) any breach of or noncompliance by Seller or Seller Parent with any covenant of Seller contained in this Agreement (provided that any breach of Section 6.18 with respect to any failure of representations or warranties to be true and correct shall be indemnifiable under this clause (b) only to the extent that the Losses arising therefrom are distinct from or additional to the Losses that would have arisen even if the required notice had been delivered in accordance with Section 6.18); (c) any fraud or willful misconduct by Seller or Seller Parent; (d) any Transaction Expenses, Related Party Receivable or Closing Date Indebtedness to the extent not paid or satisfied by or on behalf of Seller or the Companies at or prior to the Closing or otherwise on the Closing Date; (e) any Taxes of the foregoing (collectively, the "Purchaser Indemnified Parties") from, against and Companies in respect of any and all claimsPre-Closing Tax Period or the portion of any Straddle Period ending on the Closing Date or any Taxes of LUHI in respect of any period; (f) (i) any guarantee, liabilitiesperformance bond, obligationssurety bond, losses, costs, expenses, penalties, fines and letter of credit or other judgments form of support required to be terminated or released pursuant to Section 6.17; or (at equity ii) any other liabilities or at law) and damages whenever arising or incurred (including, without limitation, amounts paid in settlement, costs of investigation and reasonable attorneys' fees and expenses) obligations to the extent arising out of or relating to: (a) Any Excluded Liability to the operations, activities or any and all other liabilities and obligations assets of Seller of any nature whatsoeverand its Affiliates, including but not limited to claims under Article 6 (Bulk Transfers) other than the operations and activities of the New York Uniform Commercial Code; (b) Any and all actions, suits, claims, or legal, administrative, arbitration, governmental or other proceedings or investigations against any Purchaser Indemnified Party that relate to Seller, the Assets or the Business to the extent the principal event giving rise thereto occurred prior to the Closing Date or which result from or arise out of any action or inaction prior to the Closing Date of Seller or any affiliate, officer, director, employee, agent, representative or subcontractor of Seller; (c) Any breach of any representation, warranty, covenant, agreement or undertaking made by Seller in this Agreement or in any certificate, agreement, exhibit, schedule or other writing delivered by Seller to Purchaser Companies in connection with the matters contemplated hereby or pursuant to the provisions hereof (collectively, the "Seller Ancillary Documents")their current business; or (dg) Any fraud, willful misconduct, bad faith or any intentional breach of any representation, warranty, covenant, agreement or undertaking made by the Seller in this Agreement or matter set forth on Schedule 9.1 (the Seller Ancillary Documents“Schedule 9.1 Matter”).

Indemnification Obligations of Seller. From and after the ClosingSeller hereby agree to indemnify, each of NYIC, Kerry and Mr. Ketsoglou shaxx xxintly xxx xxxxxxxxy, indemnify defend and hold harmless the Purchaser and its subsidiaries and affiliates (including Purchaseraffiliates, each of their respective officers and officers, directors, employees, stockholders, agents and representatives and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the "“Purchaser Indemnified Parties"”) from, against and in respect of any and all claims, liabilities, obligations, losseslosses (whether or not involving a third party claim), costs, expenses, penalties, fines and other judgments (at equity or at law) and damages whenever arising or incurred (including, without limitation, including amounts paid in settlement, costs of investigation and reasonable attorneys' ’ fees and expenses) arising out of, relating to or in connection with any of or relating tothe following: (a) Any Excluded Liability or any and all other liabilities and obligations liability of Seller of any nature whatsoever, including but not limited to claims under Article 6 (Bulk Transfers) of whatsoever except the New York Uniform Commercial CodeAssumed Liabilities; (b) Any and all actions, suits, claims, the breach or legal, administrative, arbitration, governmental inaccuracy of any representation or other proceedings warranty made by Seller in this Agreement or investigations against any Purchaser Indemnified Party that relate to Sellerthe Master Services Agreement or the secretary’s certificates delivered in accordance with Section 2.3(g) (collectively, the Assets or the Business to the extent the principal event giving rise thereto occurred prior to the Closing Date or which result from or arise out of any action or inaction prior to the Closing Date of Seller or any affiliate, officer, director, employee, agent, representative or subcontractor of Seller“Transaction Documents”); (c) Any the breach of any representation, warranty, covenant, agreement or undertaking made by Seller in this Agreement or in any certificateof the Transaction Documents; (d) any fees, agreement, exhibit, schedule expenses or other writing delivered payments incurred or owed by Seller to Purchaser any brokers, financial advisors or any other Persons retained or employed by or on behalf of Seller in connection with the matters transactions contemplated hereby by this Agreement or pursuant any of the Transaction Documents, including, without limitation, any fees, expenses or other payments owed to Barrington Advisory Group; (e) the misclassification of any employee or independent contractor by Seller prior to the provisions hereof (collectively, the "Seller Ancillary Documents")Closing; orand (df) Any any fraud, willful misconduct, misconduct or bad faith or any intentional breach of any representation, warranty, covenant, agreement or undertaking made by the Seller in connection with this Agreement or any of the Seller Ancillary Transaction Documents. The claims, liabilities, losses (including diminution in value of the Purchased Assets), costs, expenses (including reasonable attorneys’ and accountants’ and other professionals’ fees and litigation expenses), penalties, fines, damages, shortages, assessments, tax deficiencies and taxes (including interest and penalties thereon) incurred in connection with the receipt of indemnification payments (including interest or penalties thereon) arising from or in connection with any such matter that is the subject of indemnification under this Section 7, whether or not foreseeable, of Purchaser Indemnified Parties described in this Section 7 as to which Purchaser Indemnified Parties are entitled to indemnification are hereinafter collectively referred to as the “Purchaser Losses”.

Indemnification Obligations of Seller. From and after the Closingdate hereof, each of NYIC, Kerry and Mr. Ketsoglou shaxx xxintly xxx xxxxxxxxy, Seller shall indemnify and hold harmless the Purchaser and its subsidiaries and affiliates (including PurchaserAffiliates, each of their respective officers and officers, directors, employees, agents and representatives and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the "Purchaser Indemnified Parties") from, against and in respect of any and all claims, liabilities, obligations, losses, costs, expenses, penalties, fines and other judgments (at equity or at law) and damages whenever arising or incurred (including, without limitation, amounts paid in settlement, costs of investigation and reasonable attorneys' fees and expenses) arising out of or relating to: (a) Any The Excluded Liability or any and all other liabilities and obligations of Seller of any nature whatsoever, including but not limited to claims under Article 6 (Bulk Transfers) of the New York Uniform Commercial CodeLiabilities; (b) Any and all actions, suits, claims, or legal, administrative, arbitration, governmental or other proceedings or investigations against any Purchaser Indemnified Party that relate to Seller, the Assets or the Business to the extent the principal event giving rise thereto occurred prior to the Closing Date or which result from or arise out of any action or inaction prior to the Closing Date of Seller or any affiliate, officer, director, employee, agent, representative or subcontractor of Seller; (c) Any breach of any representation, warranty, covenant, agreement or undertaking made by Seller in this Agreement or in any certificate, agreement, exhibit, schedule or other writing delivered by Seller Sellers to Purchaser in connection with the matters contemplated hereby or pursuant to the provisions hereof (collectively, the "Seller Ancillary Documents")) or in the performance of its obligations hereunder or thereunder; or (dc) Any fraud, willful misconduct, bad faith or any intentional breach of any representation, warranty, covenant, agreement or undertaking made by the Seller in this Agreement or the Seller Ancillary DocumentsDocuments or in the performance of its obligations hereunder. Notwithstanding the foregoing, (i) the maximum liability of Seller in respect of which the Purchaser Indemnified Parties shall be entitled to indemnification pursuant to this Section 6.1 shall not exceed the Purchase Price and (ii) Seller's indemnification obligation with respect to any of the foregoing matters shall be governed by the terms of any Seller Ancillary Document which expressly provides for indemnification by Seller for a specific matter which is different from that provided in this Article 6. The claims, liabilities, obligations, losses, costs, expenses, penalties, fines and damages of the Purchaser Indemnified Parties described in this Section 6.1 as to which the Purchaser Indemnified Parties are entitled to indemnification are hereinafter collectively referred to as "Purchaser Losses."