Common use of Indemnification Obligations of Seller Clause in Contracts

Indemnification Obligations of Seller. Seller shall defend, indemnify, save and keep harmless Purchaser and its 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 representation and warranty made by Seller in this Agreement or in any closing document delivered 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 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 Closing Date other than benefits payable under insurance policies constituting Purchased Assets; (g) any action or failure to act, in whole or in part, at or prior to the Closing Date with respect to any employee retirement plan, employee welfare plan or employee benefit plan; or (h) failure to deliver to Purchaser the quality of title required under this Agreement.

Indemnification Obligations of Seller. Subject to the other terms and conditions of this Article XI, from and after the Closing, the Seller, 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 defendjointly and severally indemnify and hold harmless the Purchaser Indemnified Parties from and against, indemnifyand compensate, save reimburse and keep harmless pay the Purchaser Indemnified Parties for, any and its successors and permitted assigns against and from all Damages sustained or incurred by any of them resulting from or Losses arising out of or by virtue ofrelating to: (a) any inaccuracy in or breach of any representation and or warranty made by 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 closing document delivered to Purchaser in connection with this other Seller Related Agreement; (b) any breach of any covenant, agreement or undertaking made by the Company, Seller of, Indemnifying Member or failure by Seller to comply with, any of its covenants or obligations under 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 (includingc) through (f), without limitationthen Section 11.1(a) or (c) through (f), its obligations under this Article VIII)as applicable, shall govern the indemnification rights of the Purchaser Indemnified Parties with respect to such breach; (c) the failure to discharge when due (whether before pending suits, actions, investigations or after Closing) any liability other legal, governmental or obligation of Seller other than the Assumed Liabilitiesadministrative proceedings set forth on, or any claim against Purchaser or required to be set forth on, Section 3.22 of the Purchased Assets with respect Seller Disclosure Schedule, subject to any such liability or obligation or alleged liability or obligationSection 11.3(d); (d) any claims by parties other than Purchaser to the extent caused by acts or omissions of Seller on or prior to the Pre-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 DateTaxes; (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 the Closing Date Indebtedness 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)Closing Date Expenses; (f) fifty percent (50%) of any benefits accrued 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 any employee retirement plan, employee welfare plan or employee benefit plan at or prior to this clause (f) shall not exceed the Closing Date other than benefits payable under insurance policies constituting Purchased AssetsEscrow Cash remaining in escrow with the Escrow Agent; (g) any action or failure to act, in whole or in part, at or prior to the Closing Date with respect to any employee retirement plan, employee welfare plan or employee benefit plan; or (h) failure to deliver to Purchaser the quality of title required under this Agreement.

Indemnification Obligations of Seller. Seller shall defend, hereby agree to indemnify, save defend and keep hold harmless Purchaser and its affiliates, each of their respective officers, directors, employees, stockholders, agents and representatives and each of the heirs, executors, successors and permitted assigns of any of the foregoing (collectively, the “Purchaser Indemnified Parties”) from, against and from in respect of any and all Damages sustained claims, liabilities, losses (whether or not involving a third party claim), costs, expenses, penalties, fines and judgments (at equity or at law) and damages whenever arising or incurred by (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 them resulting from or arising out of or by virtue ofthe following: (a) any liability of Seller of any nature whatsoever except the Assumed Liabilities; (b) the breach or inaccuracy of any representation or warranty made by Seller in this Agreement or the Master Services Agreement or the secretary’s certificates delivered in accordance with Section 2.3(g) (collectively, the “Transaction Documents”); (c) the breach of any representation and warranty covenant, agreement or undertaking made by Seller in this Agreement or in any closing document delivered 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 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 obligationTransaction Documents; (d) any claims fees, expenses or other payments incurred or owed by parties Seller to any brokers, financial advisors or any other than Purchaser to the extent caused Persons retained or employed by acts or omissions on behalf of Seller on in connection with the transactions contemplated by this Agreement or prior to any of the Closing DateTransaction Documents, including, without limitation, claims for Damages which arise any fees, expenses or arose out of Seller's operation of the Business or by virtue of Seller's ownership of the Purchased Assets on or prior other payments owed to the Closing DateBarrington Advisory Group; (e) the misclassification of any employee pension benefit plan (as defined or independent contractor 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 prior 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);the Closing; and (f) any benefits accrued pursuant to fraud, willful misconduct or bad faith of Seller in connection with this Agreement or any employee retirement planof the Transaction Documents. The claims, employee welfare plan or employee benefit plan at or prior to liabilities, losses (including diminution in value of the Closing Date other than benefits payable under insurance policies constituting Purchased Assets; ), costs, expenses (gincluding 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) any action incurred in connection with the receipt of indemnification payments (including interest or failure to act, in whole penalties thereon) arising from or in part, at or prior to connection with any such matter that is the Closing Date with respect to any employee retirement plan, employee welfare plan or employee benefit plan; or (h) failure to deliver to Purchaser the quality subject of title required indemnification under this AgreementSection 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. Notwithstanding any other provision of this Agreement, Seller shall jointly and severally defend, indemnify, save and keep harmless Purchaser and its 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 representation and or warranty made by Seller in this Agreement or in any closing document delivered to Purchaser in connection with this Agreement, irrespective of whether known to Purchaser as of or prior to the 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 VIIIX); (c) the failure to discharge when due (whether before or after Closing) any liability or obligation of Seller other than the Assumed Excluded Liabilities, or any claim against Purchaser or the Purchased Assets with respect to any such liability or obligation or alleged liability or obligationExcluded Liability; (d) any claims by parties benefit or other than Purchaser to the extent caused by acts or omissions of Seller on or liability accruing prior to the Closing Date, including, without limitation, claims for Damages which arise Date with respect to any Employee Benefit Plan 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) Welfare Plan which Seller or an ERISA Affiliate has have at any time maintained or administered or to which Seller or any ERISA Affiliate has 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 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 multi-employer planMultiemployer Plan with respect to employees of the Newspapers, or any lien to enforce any Title IV liability); (f) liability or any liability for retiree benefits accrued pursuant to any employee retirement plan, employee welfare plan or employee benefit plan at or prior to the Closing Date other than benefits payable under insurance policies constituting Purchased Assetswith respect to employees of the Newspapers; (ge) 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, at or by Seller with respect to such plans prior to the Closing Date with respect to any employee retirement plan, employee welfare plan or employee benefit planDate; or (hf) failure without being limited by the foregoing paragraphs (a) through (e), and without regard to deliver 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 quality date hereof or the Closing Date as a consequence of title required under the examination, testing or inspection described in Section 4.9 or 7.2(h) of this Agreement.Agreement or otherwise:

Indemnification Obligations of Seller. Subject to the limitations set forth in Section 8.1 and Section 8.6, Seller shall defendwill indemnify and hold harmless the Buyer Indemnified Persons from and against Damages directly or indirectly incurred, indemnify, save and keep harmless Purchaser and its 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 breach (or failure to be true and correct as of the date hereof) of any of the representations or warranties (as such representations and warranties are modified by the Seller Disclosure Letter; provided that any disclosures thereunder shall not expand the scope and effect of such representations and warranties), or any breach of any representation and warranty of the covenants or agreements, given or made by Seller in this Agreement or in any closing document delivered to Purchaser in connection with this Agreementof the Seller Ancillary Agreements; (b) any breach by Seller of, of the Excluded Assets 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)the Liabilities not assumed by Buyer; (c) any Liability arising from any noncompliance with any bulk sales, bulk transfer or similar laws applicable to the failure to discharge when due (whether before transactions contemplated hereby or after Closing) any liability or obligation of Seller other than the Assumed Liabilities, claims asserting that any transaction contemplated hereby constitutes a fraudulent conveyance or any claim against Purchaser or the Purchased Assets with respect to any such liability or obligation or alleged liability or obligationof a similar nature; (d) any claims demand, claim, debt, suit, cause of action, arbitration or other proceeding (including a warranty claim, a product liability claim or any other claim) that is made or asserted by parties other than Purchaser any third party that relates to the extent caused by acts Purchased Assets and arises from any act or omissions omission of Seller on or prior to the Closing Datedate of this Agreement, 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 Dateother than Return and Warranty Obligations less than $75,000; (e) any employee pension benefit plan (as defined Return and Warranty Obligations in excess of $75,000, and any other any Liability arising from any return, guaranty and warranty obligations for Products shipped or services rendered by Section 3(2) or on behalf of ERISA) Seller or any employee welfare benefit plan Contract, arrangement or understanding (as defined in Section 3(1whether written or oral) of ERISA) which Seller or an ERISA Affiliate has at any time maintained or administered or pursuant to which Seller is or will be obligated to make any ERISA Affiliate has at rebates, discounts, promotional allowances or similar payments or arrangements to 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);customer; and (f) any benefits accrued Liability (excluding any liabilities or obligations relating to infringement or misappropriation of Intellectual Property Rights, provided that Buyer Indemnified Persons may make claims for infringement or misappropriation to the extent entitled pursuant to Sections 8.2(a)-(e)), whether based on strict liability, negligence, breach of warranty (express or implied), breach of contract or otherwise, in respect of any employee retirement planproduct, employee welfare plan component or employee benefit plan at other item manufactured, sold, designed or produced prior to the Closing Date other than benefits payable under insurance policies constituting Purchased Assets; (g) any action date of this Agreement by, or failure to act, in whole or in part, at or service rendered prior to the Closing Date with respect to date of this Agreement by or on behalf of Seller or any employee retirement plan, employee welfare plan or employee benefit plan; or (h) failure to deliver to Purchaser the quality of title required under this Agreementpredecessor thereto.

Indemnification Obligations of Seller. From and after the date hereof, Seller shall defend, indemnify, save indemnify and keep hold harmless Purchaser and its subsidiaries and Affiliates, each of their respective officers, directors, employees, agents and representatives and each of the heirs, executors, successors and permitted assigns of any of the foregoing (collectively, the "Purchaser Indemnified Parties") from, against and from in respect of any and all Damages sustained claims, liabilities, obligations, losses, costs, expenses, penalties, fines and other judgments (at equity or at law) and damages whenever arising or incurred by any (including, without limitation, amounts paid in settlement, costs of them resulting from or investigation and reasonable attorneys' fees and expenses) arising out of or by virtue ofrelating to: (a) any inaccuracy in or The Excluded Liabilities; (b) Any breach of any representation and warranty representation, warranty, covenant, agreement or undertaking made by Seller in this Agreement or in any closing document certificate, agreement, exhibit, schedule or other writing delivered by Sellers to Purchaser pursuant to the provisions hereof (collectively, the "Seller Ancillary Documents") or in connection with this Agreement; (b) any breach by Seller of, or failure by Seller to comply with, any the performance of its covenants obligations hereunder or obligations under this Agreement (including, without limitation, its obligations under this Article VIII);thereunder; or (c) Any fraud, willful misconduct, bad faith or any intentional breach of any representation, warranty, covenant, agreement or undertaking made by Seller in this Agreement or the failure to discharge when due Seller Ancillary Documents or in the performance of its obligations hereunder. Notwithstanding the foregoing, (whether before or after Closingi) any the maximum liability or obligation of Seller other than in respect of which the Assumed Liabilities, or any claim against Purchaser or Indemnified Parties shall be entitled to indemnification pursuant to this Section 6.1 shall not exceed the Purchased Assets Purchase Price and (ii) Seller's indemnification obligation 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 foregoing matters shall be governed by virtue the terms of Seller's ownership 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 Purchased Assets on or prior to the Closing Date; (e) any employee pension benefit plan (Purchaser Indemnified Parties described in this Section 6.1 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 the Purchaser Indemnified Parties are entitled to Title IV of ERISA for plan termination, withdrawal or partial withdrawal from any multi-employer plan, or any lien indemnification are hereinafter collectively referred 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 Closing Date other than benefits payable under insurance policies constituting Purchased Assets; (g) any action or failure to act, in whole or in part, at or prior to the Closing Date with respect to any employee retirement plan, employee welfare plan or employee benefit plan; or (h) failure to deliver to as "Purchaser the quality of title required under this AgreementLosses."

Indemnification Obligations of Seller. Subject to the tenns and conditions of this Agreement, from and after the Closing, Seller shall defendand Seller Parent shall, jointly and severally, indemnify, save defend and keep hold harmless Purchaser Buyer and its Affiliates (including, after the Closing, the Companies) and their respective Representatives, successors and permitted assigns (each a “Buyer Indemnified Party”), from and against any and from all Damages Losses incurred, sustained or incurred suffered by any of them resulting from Buyer Indemnified Party as a result of, based upon or arising out of or by virtue of: (a) any inaccuracy in or breach of any representation and or warranty made by Seller contained in Article IV of this Agreement or in any closing document delivered to Purchaser in connection with this Agreementthe Seller Closing Certificate; (b) any breach of or noncompliance by Seller of, or failure by Seller to comply with, Parent with any covenant of its covenants or obligations under Seller contained in this Agreement (including, without limitation, its obligations 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 Article VIIIclause (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) the failure to discharge when due (whether before any fraud or after Closing) any liability willful misconduct by Seller 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 obligationParent; (d) any claims by parties other than Purchaser Transaction Expenses, Related Party Receivable or Closing Date Indebtedness to the extent caused not paid or satisfied by acts or omissions on behalf of Seller on or the Companies at 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 otherwise on or prior to the Closing Date; (e) any employee pension benefit plan (as defined by Section 3(2) Taxes of ERISA) the Companies in respect of any Pre-Closing Tax Period or the portion of any Straddle Period ending on the Closing Date or any employee welfare benefit plan (as defined Taxes of LUHI in Section 3(1) respect 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)period; (f) (i) any benefits accrued guarantee, performance bond, surety bond, letter of credit or other form of support required to be terminated or released pursuant to Section 6.17; or (ii) any employee retirement plan, employee welfare plan other liabilities or employee benefit plan at or prior obligations to the Closing Date extent arising out of or relating to the operations, activities or assets of Seller and its Affiliates, other than benefits payable under insurance policies constituting Purchased Assets;the operations and activities of the Companies in connection with their current business; or (g) any action or failure to act, in whole or in part, at or prior to the Closing Date with respect to any employee retirement plan, employee welfare plan or employee benefit plan; or matter set forth on Schedule 9.1 (h) failure to deliver to Purchaser the quality of title required under this Agreement“Schedule 9.1 Matter”).

Indemnification Obligations of Seller. Subject to Section 7.2, Seller shall defendand Parent shall, jointly and severally, indemnify, save defend and keep hold harmless Purchaser Indemnified Parties from, against, and its successors in respect of, any and permitted assigns against all claims, liabilities, obligations, damages, losses, costs, expenses, penalties, fines and from all Damages sustained judgments (at equity or at law, including statutory and common) and damages whenever arising or incurred by any (including amounts paid in settlement, costs of them resulting from or investigation and reasonable attorneys' fees and expenses) arising out of or by virtue ofrelating to: (a) the Excluded Liabilities other than those Excluded Liabilities enumerated in Section 2.4(b); (b) any breach or inaccuracy in or breach of any representation and or warranty made by Seller in this Agreement or in any closing document delivered to Purchaser in connection with this Agreement; (b) any breach by the 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)Ancillary Documents; (c) the failure to discharge when due (whether before any breach of any covenant, agreement or after Closing) any liability or obligation of undertaking made by Seller other than the Assumed Liabilities, or any claim against Purchaser in this Agreement or the Purchased Assets with respect to any such liability or obligation or alleged liability or obligationSeller Ancillary Documents; (d) any claims by parties other than Purchaser to the extent caused by acts fraud, willful misconduct or omissions bad faith of 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, claims for Damages which arise (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 arose out of Seller's operation arbitrator in such proceeding based on the amount of the Business 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 virtue any Purchaser Indemnified Party in such proportion (including all of Seller's ownership such expenses and costs) as determined by the judge or arbitrator in such proceeding based on the amount of the Purchased Assets on indemnification sought by such Purchaser Indemnified Party in such proceeding and the amount of indemnification awarded by the judge or prior to the Closing Date; (e) any employee pension benefit plan (arbitrator in such proceeding, described in this Section 7.1 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 Purchaser Indemnified Parties are entitled to Title IV of ERISA for plan termination, withdrawal or partial withdrawal from any multi-employer plan, or any lien indemnification are collectively referred 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 Closing Date other than benefits payable under insurance policies constituting Purchased Assets; (g) any action or failure to act, in whole or in part, at or prior to the Closing Date with respect to any employee retirement plan, employee welfare plan or employee benefit plan; or (h) failure to deliver to as "Purchaser the quality of title required under this AgreementLosses".

Indemnification Obligations of Seller. Subject to the limits set forth in this Article 9, after the Closing, Seller shall defend, indemnify, save defend and keep hold harmless Purchaser and its affiliates, each of their respective officers, directors, employees, agents and representatives and each of the heirs, executors, successors and permitted assigns of any of the foregoing (collectively, the "Purchaser Indemnified Parties") from, against and from in respect of any and all Damages sustained claims, liabilities, obligations, losses, costs, expenses, penalties, fines and judgments (at equity or at law) and damages whenever arising or incurred by any (including, without limitation, amounts paid in settlement, costs of them resulting from or investigation and reasonable attorneys' fees and expenses) arising out of or by virtue ofrelating to: (a) any liability or obligation of Seller of any nature whatsoever, except for the Assumed Liabilities; (b) any breach or inaccuracy in or breach of any representation and or warranty made by Seller in this Agreement or in any closing document delivered to Purchaser in connection with this AgreementSeller Ancillary Document; (bc) any breach of any covenant, agreement or undertaking made by Seller of, in this Agreement or failure in any Seller Ancillary Document; (d) noncompliance by Seller with any bulk sales laws, other than by reason of the failure of Purchaser to comply with, pay the Assumed Liabilities; (e) any provision of its covenants or obligations under this Agreement 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 obligations under this Article VIIIemployees, agents or representatives (at such time as they were employees, agents or representatives of Seller); , (cii) the failure to discharge when due (whether before ownership, use, control 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 operation by parties other than Purchaser to the extent caused by acts or omissions of Seller on or prior to the Closing DateDate 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, claims for Damages which arise arising from any release of any hazardous materials or arose out off-site shipment of Seller's operation of any hazardous materials at or from the Business Real Property or by virtue of Seller's ownership of the Purchased Assets on any such plant, facility, site, area or prior to the Closing Date; property or (eiii) any employee pension benefit plan (as defined noncompliance by Section 3(2) of ERISA) Seller with any permit, license or governmental authorization issued under or with respect to 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)Environmental Law; (f) any benefits accrued pursuant to claim against any employee retirement plan, employee welfare plan or employee benefit plan at or prior to the Closing Date other than benefits payable Purchaser Indemnified Party arising out of Purchaser's performance of its obligations under insurance policies constituting Purchased AssetsSection 5.14; (g) any action fraud, willful misconduct or failure to actbad faith of Seller in connection with, in whole or in partany intentional breach of any representation, at warranty, covenant, agreement or prior to undertaking made by Seller in, this Agreement or the Closing Date with respect to any employee retirement plan, employee welfare plan or employee benefit planSeller Ancillary Documents; or (h) failure any claim by Milbexx Xxxxors Inc., any account debtor or any other entity arising under or related to deliver 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 quality of title required under this AgreementPurchaser Indemnified Parties are entitled to indemnification are hereinafter collectively referred to as "Purchaser Losses."

Indemnification Obligations of Seller. (a) Seller shall defend, indemnify, save and keep hold harmless Purchaser Buyer and its officers, directors, employees, agents, and successors and permitted assigns (the “Buyer Indemnified Parties”) from and against any and from all Damages 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) (“Losses”) sustained or incurred by any of them the Buyer Indemnified Parties resulting from or arising out of or by virtue ofof any one or more of the following: (ai) any inaccuracy in or breach of any representation and or warranty made by Seller in this Agreement or in any closing document delivered to Purchaser in connection with under this Agreement; (bii) 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);Agreement; and (c) the failure to discharge when due (whether before or after Closingiii) any liability act or obligation omission 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 relative 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 which arose prior to Closing. Byrna Technologies Inc. – Fox Labs International, Inc. Asset Purchase Agreement (b) The Buyer Indemnified Parties shall give prompt written notice (in no case, more than 10 days after the Buyer Indemnified Party first became aware thereof) to Seller of the assertion of any claim, or the commencement of any suit, action, or proceeding in respect of which indemnity may be sought under this Section 8.1 against Seller, specifying, if known, the facts pertaining thereto and the amount or an estimate of the amount, if known, of the liability arising therefrom, but no failure or delay in giving such notice shall relieve Seller of any liability hereunder, except if and to the extent that such failure or delay unduly prejudiced Seller’ ability to defend and/or settle such matter and/or resulted in a default judgment against Buyer or other damages or losses directly attributable to such failure or delay. Seller shall have the right to assume, at its own expense, the defense of any such suit, action, or proceeding. The Buyer Indemnified Parties shall have the right (but not the duty) to participate, at their own expense, in the defense of any such suit, action, or proceeding; provided that if Seller do not, or by virtue reason of any conflict of interest, cannot assume the defense of any such suit, action, or proceeding, or if Seller fail adequately to prosecute any such defense, the reasonable fees and expenses of any attorneys retained by the Buyer Indemnified Parties shall be paid by Seller's ownership of the Purchased Assets on . Seller shall not settle or prior consent to the Closing Date; (e) settlement of 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 Closing Date other than benefits payable under insurance policies constituting Purchased Assets; (g) any action or failure to act, in whole or in part, at or prior to the Closing Date claim with respect to which it has assumed the defense hereunder, without the prior approval of the Buyer Indemnified Parties, which consent shall not be unreasonably withheld or delayed. Whether or not Seller choose to defend any employee retirement planclaim, employee welfare plan or employee benefit plan; or (h) failure to deliver to Purchaser each Party shall cooperate in the quality of title required under this Agreementdefense thereof and shall take all such actions as may be reasonably requested in connection therewith.

Indemnification Obligations of Seller. From and after the Closing and subject to the limitations set forth in this ‎Article XI, Seller shall defend, indemnify, save indemnify and keep hold harmless Purchaser Buyer and its successors Affiliates (including the Company), and permitted assigns their respective directors, officers, managers, partners, employees, representatives and agents (each, a “Buyer Indemnified Party”), at all times after the Closing Date against and from in respect of all Damages sustained Losses suffered or incurred incurred, without duplication, by any of them Buyer Indemnified Party resulting from or from, arising out of or by virtue ofin connection with: (a) any inaccuracy in or breach of any representation and 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 any closing document delivered to Purchaser in connection with this Agreementwhich case, as of such earlier date); (b) any breach breach, noncompliance or non-performance of any agreement, obligation or covenant made by (i) the Company prior to Closing or (ii) Seller ofin 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 failure by Seller on behalf of Buyer or any of its Affiliates); (e) any Seller’s Transaction Expenses to comply withthe 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 (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, the operation of the Business prior to the Closing, any of the Products manufactured prior to the Closing or any Excluded Assets; (h) any Liabilities of Seller or its covenants Affiliates (except as set forth in ‎Section 9.4) to contribute to, make payments with respect to, provide benefits under, pay Taxes, penalties 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, on or following the Closing (including severance payments and obligations payable to each such individual), (ii) Transferred Employees arising prior to the Closing (except as otherwise set forth on ‎Section 9.4) and (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 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 this Agreement 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, its obligations under this Article VIII); (cx) the failure to discharge when due offsite migration of any such Hazardous Substances and (whether before or after Closingy) any liability Environmental Claim for the Release, or obligation presence of Seller 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 Assumed LiabilitiesClosing), or (ii) any claim against Purchaser transfer or disposition to an off-site location of Hazardous Substances from the Owned Real Property, the Leased Real Property, or the Purchased Assets 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 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 liability Hazardous Substance or obligation (B) requirements of Environmental Law or alleged liability Governmental Authorities pursuant to Environmental Law applicable to operational (and not relating to contamination) permitting or obligation; compliance matters; provided that, for the avoidance of doubt, the parties hereto acknowledge and agree that the matters and Liabilities set forth in clauses (db) through (i) above shall not include any claims by parties other than Purchaser Environmental Claims or any Liabilities arising under or relating to Environmental Laws or relating to Hazardous Substances, the exclusive remedy for which, subject to the extent caused by acts or omissions of Seller on or prior to the Closing Datelimitations set forth herein (including ‎Section 11.4), 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; is provided under ‎Section 11.1(a) (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 Closing Date other than benefits payable under insurance policies constituting Purchased Assets; (g) any action or failure to act, in whole or in part, at or prior to the Closing Date with respect to any employee retirement plan, employee welfare plan or employee benefit plan; or (ha breach of the representations in ‎Section 4.19) failure to deliver to Purchaser the quality of title required under this Agreementand ‎Section 11.1(j).

Indemnification Obligations of Seller. Seller shall defend, indemnify, save and keep harmless Purchaser and its officers, directors, employees, agents, stockholders, 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 representation and warranty made by Seller in this Agreement Agreement, the Seller's Ancillary Documents or in any closing document delivered 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 VIIIVII); (c) the failure to discharge when due (whether before or after Closing) any liability or obligation of Seller other than the Assumed Liabilities, set forth under Section 3.1(g) 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 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 or Business, by virtue of Seller's ownership of the Purchased Assets 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 Section 3(1) of ERISA) which Seller Seller, DDIS or an ERISA Affiliate has at any time maintained or administered or to which Seller 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 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 multiemployer plan, or any lien to enforce any Title IV liability), to the extent that such Damages result from or arise out of or by virtue of acts or omissions prior to the Closing Date; (f) any benefits accrued pursuant to any employee retirement plan, employee welfare plan Welfare Plan or employee benefit plan Employee Benefit Plan at or prior to the Closing Date other than benefits payable under insurance policies constituting Purchased Assetsin full force and effect on the Closing Date; (g) any action or failure to act, in whole or in part, at or prior to the Closing Date with respect to any employee retirement planPlan, employee welfare plan Welfare Plan or employee benefit plan; orEmployee Benefit Plan; (h) failure any claims by employees of Seller or DDIS employed in the conduct of the Business relating to deliver (x) the termination by DDIS or Seller of such employees on or prior to Purchaser the quality Closing Date or (y) the termination by Seller of title required under this AgreementSeller employees after the Closing Date; (1) all liability for the Taxes of DDIS and its subsidiaries for any period ending on or before the Closing Date and the portion of any Straddle Period (as herein defined) commencing before the Closing Date and not ending on the Closing Date, (2) all liabilities of DDIS as a result of the applicability of Treas.