Common use of Indemnification of Buyer and GateHouse Media Clause in Contracts

Indemnification of Buyer and GateHouse Media. Mxxxxx Communications and Sellers, jointly and severally agree to indemnify, defend and hold Buyer and GateHouse Media harmless from and against any and all damages, claims, losses, expenses, costs, fines, penalties, obligations and liabilities, including without limitation, liabilities for reasonable attorneys’ fees and disbursements net of the benefit of Tax deductions and insurance claims (collectively, “Loss and Expense”), suffered directly or indirectly by Buyer and/or GateHouse Media by reason of, or arising out of: (a) any breach of any representation or warranty made by Mxxxxx Communications or Sellers pursuant to this Agreement, in each case as read without regard to any materiality qualifiers or references to material adverse effect if any single Loss or Expense (or series of related Losses or Expenses in the aggregate) exceeds $50,000 (the “Materiality Threshold”), in which case Buyer and GateHouse Media shall be indemnified from the first dollar of such Loss or Expense; provided however that the Materiality Threshold shall not apply where there are no such qualifiers or references; (b) any failure by Mxxxxx Communications or any of Sellers to perform or fulfill any of their covenants or agreements set forth in this Agreement, in each case as read without regard to any materiality qualifiers or references to material adverse effect if any single Loss or Expense (or series of related Losses or Expenses in the aggregate) exceeds the Materiality Threshold, in which case Buyer and GateHouse Media shall be indemnified from the first dollar of such Loss or Expense; provided however that the Materiality Threshold shall not apply where there are no such qualifiers or references; (c) any failure by Mxxxxx Communications or any of Sellers to pay or perform when due any of their liabilities or obligations arising out of or related to the business and operation of the Publications on or prior to the Closing Date which have not been assumed by Buyer hereunder, including, but not limited to, the Excluded Liabilities; (d) any litigation, proceeding or claim by any third party relating to the business or operations of the Publications on or prior to the Closing Date which have not been expressly assumed by Buyer; (e) the Excluded Assets; or (f) any liability, including but not limited to any liability pursuant to any Environmental Law, arising from or related to conditions or events that occurred prior to the Closing arising from or related to the ownership of the Real Property and/or the operations of the Publications on the Real Property on or prior to the Closing Date; provided, however, that Mxxxxx Communications and Sellers shall have no liability pursuant to (i) any changes in use of the Real Property after the Closing Date which trigger clean-up standards that are more stringent than the clean-up standards applicable based on the use of the Real Property as of the Closing Date and any reasonably foreseeable or related uses and (ii) any changes in Environmental Laws after the Closing Date which result in clean-up standards that are more stringent than the clean-up standards applicable as of the Closing Date with respect to the uses of the Real Property as of the Closing Date and any reasonably foreseeable or related uses.

Indemnification of Buyer and GateHouse Media. Mxxxxx Xxxxxx Communications and Sellers, jointly and severally agree to indemnify, defend and hold Buyer and GateHouse Media harmless from and against any and all damages, claims, losses, expenses, costs, fines, penalties, obligations and liabilities, including without limitation, liabilities for reasonable attorneys’ fees and disbursements net of the benefit of Tax deductions and insurance claims (collectively, “Loss and Expense”), suffered directly or indirectly by Buyer and/or GateHouse Media by reason of, or arising out of: (a) any breach of any representation or warranty made by Mxxxxx Xxxxxx Communications or Sellers pursuant to this Agreement, in each case as read without regard to any materiality qualifiers or references to material adverse effect if any single Loss or Expense (or series of related Losses or Expenses in the aggregate) exceeds $50,000 (the “Materiality Threshold”), in which case Buyer and GateHouse Media shall be indemnified from the first dollar of such Loss or Expense; provided however that the Materiality Threshold shall not apply where there are no such qualifiers or references; (b) any failure by Mxxxxx Xxxxxx Communications or any of Sellers to perform or fulfill any of their covenants or agreements set forth in this Agreement, in each case as read without regard to any materiality qualifiers or references to material adverse effect if any single Loss or Expense (or series of related Losses or Expenses in the aggregate) exceeds the Materiality Threshold, in which case Buyer and GateHouse Media shall be indemnified from the first dollar of such Loss or Expense; provided however that the Materiality Threshold shall not apply where there are no such qualifiers or references; (c) any failure by Mxxxxx Xxxxxx Communications or any of Sellers to pay or perform when due any of their liabilities or obligations arising out of or related to the business and operation of the Publications on or prior to the Closing Date which have not been assumed by Buyer hereunder, including, but not limited to, the Excluded Liabilities; (d) any litigation, proceeding or claim by any third party relating to the business or operations of the Publications on or prior to the Closing Date which have not been expressly assumed by Buyer; (e) the Excluded Assets; or (f) any liability, including but not limited to any liability pursuant to any Environmental Law, arising from or related to conditions or events that occurred prior to the Closing arising from or related to the ownership of the Real Property and/or the operations of the Publications on the Real Property on or prior to the Closing Date; provided, however, that Mxxxxx Xxxxxx Communications and Sellers shall have no liability pursuant to (i) any changes in use of the Real Property after the Closing Date which trigger clean-up standards that are more stringent than the clean-up standards applicable based on the use of the Real Property as of the Closing Date and any reasonably foreseeable or related uses and (ii) any changes in Environmental Laws after the Closing Date which result in clean-up standards that are more stringent than the clean-up standards applicable as of the Closing Date with respect to the uses of the Real Property as of the Closing Date and any reasonably foreseeable or related uses.

Indemnification of Buyer and GateHouse Media. Mxxxxx Xxxxxx Communications and Sellers, jointly and severally agree to indemnify, defend and hold Buyer and GateHouse Media harmless from and against any and all damages, claims, losses, expenses, costs, fines, penalties, 05799 Asset Purchase AgreementMorris Publishing Group 55 obligations and liabilities, including without limitation, liabilities for reasonable attorneys’ fees and disbursements net of the benefit of Tax deductions and insurance claims (collectively, “Loss and Expense”), suffered directly or indirectly by Buyer and/or GateHouse Media by reason of, or arising out of: (a) any breach of any representation or warranty made by Mxxxxx Xxxxxx Communications or Sellers pursuant to this Agreement, in each case as read without regard to any materiality qualifiers or references to material adverse effect if any single Loss or Expense (or series of related Losses or Expenses in the aggregate) exceeds $50,000 (the “Materiality Threshold”), in which case Buyer and GateHouse Media shall be indemnified from the first dollar of such Loss or Expense; provided however that the Materiality Threshold shall not apply where there are no such qualifiers or references; (b) any failure by Mxxxxx Xxxxxx Communications or any of Sellers to perform or fulfill any of their covenants or agreements set forth in this Agreement, in each case as read without regard to any materiality qualifiers or references to material adverse effect if any single Loss or Expense (or series of related Losses or Expenses in the aggregate) exceeds the Materiality Threshold, in which case Buyer and GateHouse Media shall be indemnified from the first dollar of such Loss or Expense; provided however that the Materiality Threshold shall not apply where there are no such qualifiers or references; (c) any failure by Mxxxxx Xxxxxx Communications or any of Sellers to pay or perform when due any of their liabilities or obligations arising out of or related to the business and operation of the Publications on or prior to the Closing Date which have not been assumed by Buyer hereunder, including, but not limited to, the Excluded Liabilities; (d) any litigation, proceeding or claim by any third party relating to the business or operations of the Publications on or prior to the Closing Date which have not been expressly assumed by Buyer; (e) the Excluded Assets; or (f) any liability, including but not limited to any liability pursuant to any Environmental Law, arising from or related to conditions or events that occurred prior to the Closing arising from or related to the ownership and/or operation of the Real Property and/or the operations of the Publications on the Real Property on or prior to the Closing Date, and, without limiting the foregoing, any liability with respect to the Operating 05799 Asset Purchase AgreementMorris Publishing Group 56 Facilities arising from or related to any acts or omissions of Sellers, their Affiliates, and/or any other person under their control after the Closing Date and/or the ownership of the Operating Facilities after the Closing (except to the extent any such liability arises out of, or relates to, and/or results from any acts of Buyer, its Affiliates, and/or any other person under their control after the Closing Date and/or any omissions of Buyer, its Affiliates, and/or any other person under their control with respect to environmental conditions caused by Buyer, its Affiliates, and/or any other person under their control after the Closing Date); provided, however, that Mxxxxx Xxxxxx Communications and Sellers shall have no liability pursuant to the extent such liability results from (i) any changes in use of the Real Property by Buyer after the Closing Date which trigger clean-up standards under Environmental Laws that are more stringent than the clean-up standards applicable based on the use of the Real Property as of the Closing Date and any reasonably foreseeable or related uses and (ii) any changes in Environmental Laws after the Closing Date which result in clean-up standards that are more stringent than the clean-up standards applicable as of the Closing Date with respect to the uses of the Real Property as of the Closing Date and any reasonably foreseeable or related uses; and provided further, however, that the limitations in (i) and (ii) above shall not apply with respect to the Operating Facilities if Buyer’s use of an Operating Facility is in accordance with the permitted use set forth in the Operating Lease.