Common use of Indemnification of Buyer Clause in Contracts

Indemnification of Buyer. Subject to the limitations set forth in Sections 9(c), 9(d), and 9(e), Seller shall indemnify and hold Buyer, its partners and their respective officers, directors, shareholders, employees, agents and representatives (the "Buyer Indemnified Parties") harmless from, against, for and in respect of any and all damages, losses, settlement payments, obligations, liabilities, claims, actions or causes of action (whether as a result of direct claims or third-party claims) actually suffered, sustained, incurred or required to be paid by Buyer Indemnified Parties, net of any resulting income tax benefits to Buyer Indemnified Parties, because of (i) the breach of any written representation, warranty, agreement or covenant of Seller contained in this Agreement (as the same shall have been modified at any time at or before Closing including, without limitation, any modification contained in any certificate of Seller concerning such matters delivered at the Closing) or the Closing Documents; (ii) any and all Excluded Liabilities; (iii) any contamination on or under the property that is subject to the Deed or the Sublease(s) or in any of the Assets caused by Seller prior to the Closing Date, or any liability for remediation or clean-up of environmental conditions as a result of Seller's operations, whether on or under the property that is subject to the Deed or the Sublease(s) or elsewhere; (iv) all reasonable costs and expenses (including, without limitation, attorneys' fees, interest and penalties) actually incurred by Buyer Indemnified Parties in connection with any action, suit, proceeding, demand, assessment or judgment incident to any of the matters indemnified against in this Section 9(a).

Indemnification of Buyer. Subject to the limitations set forth in Sections 9(c)Sellers agree that they shall jointly and severally indemnify, 9(d), and 9(e), Seller shall indemnify defend and hold Buyer, its partners Buyer harmless from and their respective officers, directors, shareholders, employees, agents and representatives (the "Buyer Indemnified Parties") harmless from, against, for and in respect of against any and all damages, claims, losses, settlement paymentsexpenses, obligationscosts, obligations and liabilities, claimsincluding without limitation, actions liabilities for reasonable attorneys’ fees and disbursements (“Loss and Expense”), suffered directly or causes of action (whether as a result of direct claims or third-party claims) actually suffered, sustained, incurred or required to be paid indirectly by Buyer Indemnified Partiesby reason of, net of or arising out of: (a) any resulting income tax benefits to Buyer Indemnified Parties, because of (i) the breach of any written representationrepresentation or warranty made by Sellers pursuant to this Agreement, warrantyprovided that, agreement or covenant solely for purposes of Seller contained in this Agreement (as the same shall have been modified at any time at or before Closing including, without limitationArticle IX, any modification representation or warranty of Sellers contained in any certificate of Seller concerning such matters delivered at the Closing) or the Closing Documents; (ii) any and all Excluded Liabilities; (iii) any contamination on or under the property herein that is subject to the Deed a materiality or the Sublease(sMaterial Adverse Effect qualification shall not be so qualified for purposes of determining whether a breach has occurred; (b) any failure by any Seller to perform or in fulfill any of its covenants or agreements set forth in this Agreement; (c) any failure by any Seller to pay or perform when due any of its liabilities or obligations arising out of or related to the Assets caused business of the Newspaper on or prior to the Closing Date which have not been assumed by Seller 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 Newspaper on or prior to the Closing Date; (e) the Excluded Assets; or (f) any liability, or including but not limited to any liability for remediation pursuant to any Environmental Law, arising from or clean-up related to conditions or events that occurred prior to the Closing arising from or related to the ownership of environmental conditions as a result the Real Property and/or the operations of Seller's operations, whether the Newspaper on the Real Property on or under the property that is subject prior to the Deed or the Sublease(s) or elsewhere; (iv) all reasonable costs and expenses (including, without limitation, attorneys' fees, interest and penalties) actually incurred by Buyer Indemnified Parties in connection with any action, suit, proceeding, demand, assessment or judgment incident to any of the matters indemnified against in this Section 9(a)Closing Date.

Indemnification of Buyer. Subject Except as provided in and subject to SECTION 8.6, the limitations set forth in Sections 9(c), 9(d), Company and 9(e), Seller shall Millxx xxxee on a joint and several basis as between the Company and Millxx xx indemnify and hold harmless Buyer and each officer, director and Affiliate of Buyer, its partners and their respective officersincluding without limitation any successor of the Buyer (collectively, directors, shareholders, employees, agents and representatives (the "Buyer Indemnified PartiesINDEMNIFIED PARTIES") harmless from, against, for from and in respect of against any and all damages, losses, settlement payments, obligationsclaims, liabilities, claimsdemands, actions or causes of action (whether as a result of direct claims or third-party claims) actually sufferedcharges, sustainedsuits, incurred or required to be paid by Buyer Indemnified Partiespenalties, net of any resulting income tax benefits to Buyer Indemnified Parties, because of (i) the breach of any written representation, warranty, agreement or covenant of Seller contained in this Agreement (as the same shall have been modified at any time at or before Closing including, without limitation, any modification contained in any certificate of Seller concerning such matters delivered at the Closing) or the Closing Documents; (ii) any and all Excluded Liabilities; (iii) any contamination on or under the property that is subject to the Deed or the Sublease(s) or in any of the Assets caused by Seller prior to the Closing Date, or any liability for remediation or clean-up of environmental conditions as a result of Seller's operations, whether on or under the property that is subject to the Deed or the Sublease(s) or elsewhere; (iv) all reasonable costs and expenses (including, without limitation, including court costs and reasonable attorneys' feesfees and expenses incurred in investigating and preparing for any litigation or proceeding) (collectively, interest and penalties) actually incurred by Buyer Indemnified Parties in connection with any actionthe "INDEMNIFIABLE COSTS"), suit, proceeding, demand, assessment or judgment incident to that any of the matters indemnified Indemnified Parties may sustain, or to which any of the Indemnified Parties may be subjected, arising out of (A) any misrepresentation, breach or default by the Company or Millxx xx or under any of the representations, warranties, covenants, agreements or other provisions of this Agreement or any agreement or document executed in connection herewith, (B) the assertion and final determination of any claim or liability against any of the Indemnified Parties by any Person based upon the facts that form the alleged basis for any claim or litigation to the extent that it should have been, but was not, reserved for in this Section 9(a)the Financial Statements and the April 30, 1999 balance sheet, in accordance with GAAP, (C) the Company's or Millxx'x xxxtuous acts or omissions to act prior to Closing for which the Company did not carry liability insurance for itself or Millxx xx the insured party sufficient to satisfy such claim or liability, whether or not such acts or omissions to act result in a breach or violation of any representation or warranty and (D) any Excluded Liabilities paid by Buyer.

Indemnification of Buyer. Subject to 8.1.1 From and after the limitations set forth in Sections 9(c), 9(d)Closing, and 9(e)irrespective of any disclosures in the Disclosure Schedules, Seller the Seller, on a joint and several basis, shall indemnify and hold Buyer, harmless Buyer and its partners Affiliates and each of their respective officersstockholders, directors, shareholdersofficers, employeesemployees and agents (collectively, agents the “Buyer Indemnitees”) from: a. any Losses based upon, arising out of or caused by any inaccuracy in, or breach of, any of the representations and representatives (warranties made by the "Buyer Indemnified Parties") harmless Seller in this Agreement, or Losses resulting from, against, for and in respect relating to or arising out of any and all damages, losses, settlement payments, obligations, liabilities, claims, actions or causes of action (whether as a result of direct claims or third-third party claims) actually suffered, sustained, incurred or required to be paid by Buyer Indemnified Parties, net of any claim resulting income tax benefits to Buyer Indemnified Parties, because of (i) the from an alleged breach of any written representation, warranty, agreement or covenant of representations and warranties made by the Seller contained in this Agreement (as the same shall have been modified at any time at or before Closing including, without limitationprovided that for purposes of calculating Losses but not breaches hereunder, any modification contained materiality, Material Adverse Effect or similar qualification in such representations or warranties shall be disregarded); b. any certificate Losses based upon, arising out of or caused by, any breach or nonperformance of any covenant or obligation made or incurred by the Seller in this Agreement; c. any Losses resulting from, related to, or arising out of any Retained Liability or any imposition (including by operation of any bulk transfer or other Law) or attempted imposition upon Buyer by a third party of any Retained Liability, including without limitation the imposition or attempted imposition of any Retained Liability on any Buyer Indemnitee on the basis of any “successor liability,” “product line,” or “continuity of business enterprise” legal theory, except to the extent that the Losses arise after Closing and are attributable to the conduct of the Buyer after Closing; and/or d. any claim of any broker, finder, or other person or entity acting in a similar capacity on behalf of Seller concerning such matters delivered at the Closing) or the Closing Documents; (ii) any and all Excluded Liabilities; (iii) any contamination on or under the property that is subject to the Deed or the Sublease(s) or in any of the Assets caused by Seller prior to the Closing Date, or any liability for remediation or clean-up of environmental conditions as a result of Seller's operations, whether on or under the property that is subject to the Deed or the Sublease(s) or elsewhere; (iv) all reasonable costs and expenses (including, without limitation, attorneys' fees, interest and penalties) actually incurred by Buyer Indemnified Parties in connection with any action, suit, proceeding, demand, assessment or judgment incident to any of the matters indemnified against in this Section 9(a)transaction contemplated herein.

Indemnification of Buyer. Subject Except as provided in and subject to Section 8.6, the limitations set forth in Sections 9(c), 9(d), and 9(e), Seller shall agrees to indemnify and hold harmless Buyer, its partners the Company, each officer and their respective officersdirector of the Company and Buyer and any successor of the Company or Buyer (collectively, directors, shareholders, employees, agents and representatives (the "Buyer Indemnified PartiesINDEMNIFIED PARTIES") harmless from, against, for from and in respect of against any and all actual damages (but not including punitive damages; provided, however, that the Seller shall be required to indemnify and hold the Indemnified Parties harmless from any punitive damages that an Indemnified Party may be required to pay to a third party), losses, settlement payments, obligationsclaims, liabilities, claimsdemands, actions or causes of action (whether as a result of direct claims or third-party claims) actually sufferedcharges, sustainedsuits, incurred or required to be paid by Buyer Indemnified Partiespenalties, net of any resulting income tax benefits to Buyer Indemnified Parties, because of (i) the breach of any written representation, warranty, agreement or covenant of Seller contained in this Agreement (as the same shall have been modified at any time at or before Closing including, without limitation, any modification contained in any certificate of Seller concerning such matters delivered at the Closing) or the Closing Documents; (ii) any and all Excluded Liabilities; (iii) any contamination on or under the property that is subject to the Deed or the Sublease(s) or in any of the Assets caused by Seller prior to the Closing Date, or any liability for remediation or clean-up of environmental conditions as a result of Seller's operations, whether on or under the property that is subject to the Deed or the Sublease(s) or elsewhere; (iv) all reasonable costs and expenses (including, without limitation, including court costs and reasonable attorneys' feesfees and expenses incurred in investigating and preparing for any litigation or proceeding) (collectively, interest and penalties) actually incurred by Buyer Indemnified Parties in connection with any actionthe "INDEMNIFIABLE COSTS"), suit, proceeding, demand, assessment or judgment incident to which any of the matters indemnified against Indemnified Parties may sustain, or to which any of the Indemnified Parties may be subjected, arising out of (A) any misrepresentation, breach or default by the Seller or the Company of or under any of the representations, warranties, covenants, agreements or other provisions of this Agreement or any agreement or document executed in this Section 9(a)connection herewith and (B) the Company's tortious acts or omissions to act prior to Closing for which the Company did not carry liability insurance for itself as the insured party sufficient to satisfy such claim or liability, whether or not such acts or omissions to act result in a breach or violation of any representation or warranty.

Indemnification of Buyer. Subject to the limitations set forth in Sections 9(c), 9(d), and 9(e)Notwithstanding any investigation by Buyer or its representatives, Seller shall indemnify will indemnify, defend and hold Buyer, its partners Affiliates and their respective directors, managers, officers, directorsemployees and agents (collectively, shareholders, employees, agents and representatives (the "“Buyer Indemnified Parties"Indemnitees”) harmless from, against, for and in respect of from any and all damages, losses, settlement paymentsLiabilities, obligations, liabilities, claims, actions contingencies, damages, costs and expenses, including all Proceeding costs and expenses and reasonable attorneys’ fees and expenses (collectively, “Losses”) that any Buyer Indemnitee may suffer or causes of action (whether incur as a result of direct claims or third-party claims) actually suffered, sustained, incurred or required to be paid by Buyer Indemnified Parties, net of any resulting income tax benefits to Buyer Indemnified Parties, because of relating to: (ia) the breach of any written representation, warranty, agreement representation or covenant of warranty made by Seller contained in this Agreement or pursuant hereto or any allegation by a third Person that, if true, would constitute such a breach; (as b) the same shall have been modified at breach of any time at agreement made by Seller in this Agreement or before Closing includingpursuant hereto or any allegation by a third Person that, without limitationif true, would constitute such a breach; (c) the breach of any modification contained in any certificate of Seller concerning such matters delivered at the Closing) fiduciary duty or other claim arising on or prior to the Closing DocumentsDate under or with respect to any Employee Benefit Plans of Seller; or (iid) any Liability of Seller, other than the Assumed Liabilities, including any Proceeding or other third Person claims and all Excluded Liabilities; any Liabilities relating to Taxes, relating to or arising from the activities or operation of the Business with respect to any period of time (iiior portion thereof) any contamination occurring on or under the property that is subject to the Deed or the Sublease(s) or in any of the Assets caused by Seller prior to the Closing Date, or any liability for remediation or clean-up of environmental conditions as a result of Seller's operations, whether on or under the property that is subject to the Deed or the Sublease(s) or elsewhere; (iv) all reasonable costs and expenses (including, without limitation, attorneys' fees, interest and penalties) actually incurred by Buyer Indemnified Parties in connection with any action, suit, proceeding, demand, assessment or judgment incident to any of the matters indemnified against in this Section 9(a).

Indemnification of Buyer. Subject to the limitations set forth provided in Sections 9(c)this Agreement, 9(d), from and 9(e), after the Closing Seller shall and each Principal hereby agrees to indemnify and hold Buyer, harmless Buyer and its partners and their respective officers, directors, shareholdersmembers, employees, agents agents, representatives and representatives (the "Buyer Indemnified Parties") harmless fromaffiliates from and against all claims, against, for and in respect of any and all damages, losses, settlement paymentssuits, obligations, liabilities, claimsdamages and expenses, actions or causes of action (whether as a result of direct claims or third-party claims) actually suffered, sustained, incurred or required to be paid by Buyer Indemnified Parties, net of any resulting income tax benefits to Buyer Indemnified Parties, because of (i) the breach of any written representation, warranty, agreement or covenant of Seller contained in this Agreement (as the same shall have been modified at any time at or before Closing including, without limitation, reasonable attorneys’ fees (“Losses”), based upon, arising out of or resulting from: (a) any modification breach of Seller’s representations or warranties contained herein or in any certificate Transaction Document; (b) any breach of Seller’s covenants or agreements contained herein or in any Transaction Document; (c) any obligation, contract or liability of Seller concerning such matters delivered at not constituting one of the Closing) or the Closing Documents; Assumed Liabilities; (iid) any and all Excluded Liabilities; (iii) claims of any contamination on third party for alleged liabilities or under obligations of Seller related to or occurring during the property that is subject to the Deed or the Sublease(s) or in any of the Assets caused by Seller period prior to the Closing DateClosing, or other than those specifically assumed by Buyer hereunder as Assumed Liabilities; (e) any liability for remediation or clean-up and all claims of environmental conditions as a result of Seller's operationsany third party, whether on or under the property that is subject to the Deed or the Sublease(s) or elsewhere; (iv) all reasonable costs and expenses (including, including without limitation, attorneys' feesany interest holder in Seller, interest and penalties) actually incurred by Buyer Indemnified Parties in connection with related to the distribution of all or any action, suit, proceeding, demand, assessment or judgment incident to any portion of the matters indemnified against Purchase Price paid to Seller; (f) any and all claims arising out of the assignment by Seller of any Non-Master Lease without the prior consent of the applicable landlord thereunder; (g) any and all claims brought by any employee of Seller relating to periods prior to the Closing; and (h) any and all Losses incurred in attempting to oppose the imposition thereof, or in enforcing this Section 9(a)indemnity.

Indemnification of Buyer. Subject to the limitations set forth in Sections 9(c)The Gannett Parties agree that they shall indemnify, 9(d), and 9(e), Seller shall indemnify defend and hold Buyer, its partners Buyer harmless from and their respective officers, directors, shareholders, employees, agents and representatives (the "Buyer Indemnified Parties") harmless from, against, for and in respect of against any and all damages, claims, losses, settlement paymentsexpenses, obligationscosts, obligations and liabilities, claimsincluding without limitation, actions liabilities for reasonable attorneys’ fees and disbursements (“Loss and Expense”), suffered directly or causes of action (whether as a result of direct claims or third-party claims) actually suffered, sustained, incurred or required to be paid indirectly by Buyer Indemnified Partiesby reason of, net of or arising out of: (a) any resulting income tax benefits to Buyer Indemnified Parties, because of (i) the breach of any written representationrepresentation or warranty made by Sellers pursuant to this Agreement, warrantyprovided that, agreement or covenant solely for purposes of Seller contained in this Agreement (as the same shall have been modified at any time at or before Closing including, without limitationArticle IX, any modification representation or warranty of Sellers contained in any certificate of Seller concerning such matters delivered at the Closing) or the Closing Documents; (ii) any and all Excluded Liabilities; (iii) any contamination on or under the property herein that is subject to a materiality or Material Adverse Effect qualification shall not be so qualified for purposes of determining whether a breach has occurred; (b) any failure by any Seller to perform or fulfill any of its covenants or agreements set forth in this Agreement; (c) any failure by any Seller to pay or perform when due any of its liabilities or obligations arising out of or related to the Deed business of the Newspapers on or prior to the Sublease(sClosing Date which have not been assumed by Buyer hereunder, including, but not limited to, the Excluded Liabilities; (d) any litigation, proceeding or in claim by any third party relating to the business or operations of any of the Assets caused by Seller Newspapers on or prior to the Closing Date; (e) the Excluded Assets; (f) any liability, or including but not limited to any liability for remediation pursuant to any Environmental Law, arising from or clean-up related to conditions or events that occurred prior to the Closing arising from or related to the ownership of environmental conditions as a result the Real Property and/or the operations of Seller's operations, whether the Newspapers on the Real Property on or under the property that is subject prior to the Deed or the Sublease(s) or elsewhere; (iv) all reasonable costs and expenses (including, without limitation, attorneys' fees, interest and penalties) actually incurred by Buyer Indemnified Parties in connection with any action, suit, proceeding, demand, assessment or judgment incident to any of the matters indemnified against in this Section 9(a)Closing Date.

Indemnification of Buyer. Subject Each Shareholder (except the Charitable Shareholders) severally but not jointly and subject to (i) the percentage limitations set forth on Schedule 6.1 hereto and (ii) the indemnification limitations set forth in Sections 9(c)Section 6.10, 9(d), covenants and 9(e), Seller shall agrees to indemnify and hold Buyer, harmless Buyer and its partners and their respective officers, directors, shareholdersofficers, employees, agents affiliates, agents, representatives and representatives assigns and the Company (in the event the Closing occurs and only to the extent applicable) ("Buyer Indemnified Parties") harmless from, against, for from and in respect of against any and all damages, losses, settlement payments, obligations, liabilities, claims, actions losses suffered or causes of action (whether incurred by any Buyer Indemnified Party as a result of direct claims of, or third-party claimsbased upon or arising from: (a) actually suffered, sustained, incurred any inaccuracy in or required to be paid by Buyer Indemnified Parties, net breach or nonperformance of any of the representations, warranties, covenants or agreements made by such Shareholder (other than the representations, warranties, covenants or agreements contained in Article III hereof which are the subject of Section 6.2 hereof) or the Company in or pursuant to this Agreement; (b) any actual or threatened Action arising out of or resulting income from the conduct by the Company of its business or operations on or before the Closing Date, including, but not limited to, any Action by a current or former employee of the Company and the facts upon which such Action is based occurred prior to the Closing Date, including Actions alleging wrongful discharge, employment discrimination and wage and hour violations; (c) any tax benefits liability of the Company or any subsidiary for any tax period ending on or prior to Buyer Indemnified Parties, because of the Closing Date to the extent not reserved or provided for on the Closing Balance Sheet; (id) any violation by the breach Company of any written representationEnvironmental Law on or prior to the Closing Date or the existence of any violation of Environmental Law relating to the operations of the Company on or prior to the Closing Date, warranty, agreement or covenant of Seller contained in this Agreement (as the same shall have been modified at any time at or before Closing including, without limitation, any modification contained in any certificate of Seller concerning such matters delivered at the Closing) or necessary costs incurred subsequent to the Closing DocumentsDate to correct or bring into compliance with Environmental Laws the operations of the Company; provided that upon discovery by an officer of the Company of such violation the Company promptly notifies the Buyer in writing of the violation and takes reasonable steps to address the issue; (iie) any and all Excluded Liabilities; (iii) any contamination environmental condition existing on or under the property that is subject prior to the Deed Closing Date at any Real Property currently or formerly owned, leased or operated by the Sublease(s) or in any Company to the extent attributable to the operations of the Assets caused Company, or with respect to owned Real Property, attributable to the operations of prior owners of such Real Property, including, without limitation, Hazardous Materials contamination which continues to occur subsequent to the Closing Date as a result of or relating to an environmental condition existing as of the Closing Date; provided, that upon discovery by Seller an officer of the Company of such condition the Company promptly notifies Buyer in writing of the condition and takes reasonable steps to address the situation and avoid exacerbating the condition; or (f) the off-site transportation, disposal or treatment of any Hazardous Materials by the Company on or prior to the Closing Date, or any liability for remediation or clean-up of environmental conditions as a result of Seller's operations, whether on or under the property that is subject to the Deed or the Sublease(s) or elsewhere; (iv) all reasonable costs and expenses (including, without limitation, attorneys' fees, interest and penalties) actually incurred by Buyer Indemnified Parties in connection with any action, suit, proceeding, demand, assessment or judgment incident to any of the matters indemnified against in this Section 9(a).

Indemnification of Buyer. Subject to 3. From and after the limitations set forth in Sections 9(c), 9(d), and 9(e)Closing, Seller shall indemnify Buyer and hold Buyer, its partners Affiliates and each of their respective officers, directors, shareholdersemployees, employeesequity holders, agents and representatives Representatives (the "each, a “Buyer Indemnified Parties"Party”) against and hold each Buyer Indemnified Party harmless from any and all debts, obligations, losses, Liabilities, damages, Liens, Taxes, penalties, costs of investigation, other costs and expenses, whether known or unknown, absolute or contingent, liquidated or unliquidated, direct or indirect, due or to become due, accrued or not accrued, asserted or unasserted or otherwise, including, to the extent reasonably foreseeable, lost profits, diminution in value, consequential, incidental and indirect damages (collectively, “Losses”) suffered or incurred by such Buyer Indemnified Party, arising from, against, relating to or otherwise in connection with (it being understood that any such Loss suffered by SPV shall be considered for and purposes of this Agreement as an indirect Loss suffered by Buyer; provided that Buyer shall have no claim in respect of any and all damages, losses, settlement payments, obligations, liabilities, claims, actions such Loss to the extent paid or causes of action (whether as a result of direct claims or third-party claims) actually suffered, sustained, incurred or required indemnified by Seller to be paid by Buyer Indemnified Parties, net of any resulting income tax benefits to Buyer Indemnified Parties, because of SPV): (i) the any breach of or inaccuracy in any written representation, warranty, representation or warranty of Seller or SPV contained in this Agreement or any Related Document; (ii) any breach of or failure to perform any covenant or agreement or covenant of Seller contained in this Agreement (as the same shall have been modified at or any time at Related Document or before Closing including, without limitation, any modification contained covenant or agreement of SPV in any certificate of Seller concerning such matters delivered at the Closing) or the Closing Documents; (ii) any and all Excluded Liabilities; Related Document; (iii) any contamination on Excluded Liability or under the property Excluded Asset; (iv) any Transfer Taxes or Apportioned Obligations allocated to Seller pursuant to Section 5.3; (v) any claim by a Third Party that is subject to the Deed or the Sublease(s) or in any of the Assets caused by Seller prior to the Closing DateContemplated Transactions constitutes a breach, default or event of default under any Contract between such Third Party and Seller, or is otherwise in contravention of any liability for remediation right of or clean-up of environmental conditions as a result of Seller's operations, whether obligation to such Third Party; or (vi) any matter identified or set forth on or under the property that is subject to the Deed or the Sublease(s) or elsewhere; (iv) all reasonable costs and expenses (including, without limitation, attorneys' fees, interest and penalties) actually incurred by Buyer Indemnified Parties in connection with any action, suit, proceeding, demand, assessment or judgment incident to any of the matters indemnified against in this Section 9(aSchedule 7.1(a)(vi).

Indemnification of Buyer. Subject to the limitations set forth in Sections 9(c)Notwithstanding any investigation by Buyer or its Representatives, 9(d)each member of Seller Group will, jointly and 9(e)severally, Seller shall indemnify indemnify, defend and hold Buyer, its partners Affiliates and their respective officersRepresentatives (collectively, directors, shareholders, employees, agents and representatives (the "“Buyer Indemnified Parties"”) harmless from, against, for and in respect of from any and all damages, losses, settlement paymentsLiabilities, obligations, liabilities, claims, actions contingencies, damages, costs and expenses, including all court costs, litigation expenses and reasonable attorneys’ fees (collectively, “Losses”) that any Buyer Party may suffer or causes of action (whether incur as a result of direct claims or third-relating to: (a) any representation or warranty made by Seller Group in this Agreement or pursuant hereto not being true and correct as of the date of this Agreement or as of the Closing, or any allegation by a third party claims) actually sufferedthat, sustainedif true, incurred would result in any representation or required to be paid by Buyer Indemnified Parties, net warranty not being true and correct as of any resulting income tax benefits to Buyer Indemnified Parties, because the date of this Agreement or as of the Closing; (ib) the breach of any written representation, warranty, covenant or agreement or covenant of made by Seller contained Group in this Agreement or pursuant hereto or any allegation by a third party that, if true, would constitute such a breach; (as the same shall have been modified at any time at or before Closing including, without limitation, any modification contained in any certificate of Seller concerning such matters delivered at the Closing) or the Closing Documents; (iic) any Liability of Seller, known or unknown, other than the Assumed Liabilities, including any Litigation or other third Person claims relating to or arising from the activities and all Excluded Liabilities; operations of Business with respect to any period (iiior portion thereof) any contamination occurring on or under the property that is subject to the Deed or the Sublease(s) or in any of the Assets caused by Seller prior to the Closing Date, or Closing; or (d) any liability for remediation or clean-up of environmental conditions as a result of Seller's operations, whether on or under the property that is subject to the Deed or the Sublease(s) or elsewhere; (iv) all reasonable costs and expenses (including, without limitation, attorneys' fees, interest and penalties) actually incurred by Buyer Indemnified Parties in connection with any action, suit, proceeding, demand, assessment or judgment incident to any of the matters indemnified against in this Section 9(a)Repurchase Liabilities.

Indemnification of Buyer. Subject Seller and Yang hereby agree to the limitations set forth in Sections 9(c)indemnify, 9(d), and 9(e), Seller shall indemnify defend and hold Buyer, its partners successors and their respective officersassigns, directorsharmless from and against: (a) Any and all claims, shareholdersliabilities, employeescosts, agents expenses, losses and representatives obligations of every kind and description, contingent or otherwise (collectively, “Damages”), arising from or related to the "Buyer Indemnified Parties") harmless fromAssets or operation of the Business prior to the Escrow Release Date including, againstbut not limited to, for and in respect of any and all damages, losses, settlement payments, obligations, liabilities, claims, actions or causes of action (whether as a result of direct claims or third-party claims) actually suffered, sustained, incurred Damages arising or required to be paid performed prior to the Escrow Release Date under any contract or instrument assumed by Buyer Indemnified Parties, net hereunder and any violation or alleged violation of any rule or regulation of any federal, state, local or self-regulatory or administrative body, including rules regarding the employment of labor and equal employment opportunity; (b) Damages of Buyer relating to liabilities of Seller not expressly assumed by Buyer pursuant to this Agreement; (c) Damages resulting income tax benefits from any misrepresentations, breach of warranty, or nonfulfillment of any agreement on the part of Seller or Yang under this Agreement, or from any misrepresentation in or omission from (necessary to make such certificate true) any certificate, schedule, exhibit or other instrument furnished to Buyer Indemnified Parties, because of (i) the breach of any written representation, warranty, agreement or covenant of Seller contained in pursuant to this Agreement (as the same shall have been modified at any time at or before Closing including, without limitation, any modification contained in any certificate of Seller concerning such matters delivered at the Closing) or the Closing Documents; (ii) any and all Excluded Liabilities; (iii) any contamination on or under the property that is subject to the Deed or the Sublease(s) or in connection with any of the Assets caused transactions contemplated hereby; (d) Any and all Damages, assessments and judgments incurred by Seller prior to the Closing Date, Buyer or any liability for remediation or clean-up of environmental conditions its assigns as a result of Seller's operations’s or Yang’s failure or refusal to defend any actions, whether on suits or under the property that is subject proceedings by third parties due to the Deed any third party claim incident to, or the Sublease(s) or elsewhere; (iv) all reasonable costs and expenses (includingotherwise comply with, without limitation, attorneys' fees, interest and penalties) actually incurred by Buyer Indemnified Parties in connection with any action, suit, proceeding, demand, assessment or judgment incident to any of the matters indemnified against in this Section 9(a)foregoing provisions.

Indemnification of Buyer. Subject Seller agrees to the limitations set forth in Sections 9(c)defend, 9(d), and 9(e), Seller shall indemnify and hold Buyer, harmless Buyer (including its partners and their respective officers, directors, shareholders, employees, employees and agents and representatives (the "Buyer Indemnified Parties"Affiliates) harmless from, from and against, for and in respect of any and all damagesclaims, actions, causes of action, arbitrations, proceedings, losses, settlement payments, obligationsdamages, liabilities, claims, actions or causes of action (whether as a result of direct claims or third-party claims) actually suffered, sustained, incurred or required to be paid by Buyer Indemnified Parties, net of any resulting income tax benefits to Buyer Indemnified Parties, because of (i) the breach of any written representation, warranty, agreement or covenant of Seller contained in this Agreement (as the same shall have been modified at any time at or before Closing including, without limitation, any modification contained in any certificate of Seller concerning such matters delivered at the Closing) or the Closing Documents; (ii) any and all Excluded Liabilities; (iii) any contamination on or under the property that is subject to the Deed or the Sublease(s) or in any of the Assets caused by Seller prior to the Closing Date, or any liability for remediation or clean-up of environmental conditions as a result of Seller's operations, whether on or under the property that is subject to the Deed or the Sublease(s) or elsewhere; (iv) all reasonable costs judgments and expenses (including, without limitation, reasonable attorneys' fees, interest and penalties) actually ("Claim") incurred by Buyer Indemnified Parties Buyer, any Affiliate of Buyer, Seller or any Subsidiary as a result of (a) any error, inaccuracy, breach or misrepresentation in any of the representations and warranties made by or on behalf of Seller in this Agreement or in any certificate or other instrument delivered by or on behalf of Seller in connection with this Agreement (including the Schedules hereto), (b) any actionviolation or breach by Seller of or default by Seller under the terms of this Agreement, suit(C) any act or omission occurring, proceedingor condition or circumstances existing, demandprior to the Closing, assessment or judgment incident any condition or circumstances caused by any act or omission occurring prior to the Closing, by Seller or any Subsidiary or otherwise with respect to Seller or any Subsidiary, (d) the past or present presence, release, remediation or clean-up of, or exposure to, Hazardous Material relating to or located on, within or under any assets owned, leased or used by Seller or any Subsidiary, or (e) any product liability, strict liability or other claims concerning (i) products sold or services provided by Seller or any Subsidiary prior to the Closing or (ii) inventory owned by Seller or any Subsidiary at the Closing. Buyer shall be entitled to recover its reasonable and necessary attorneys' fees and litigation expenses incurred in connection with successful enforcement of the matters indemnified against in its rights under this Section 9(a)Section.

Indemnification of Buyer. Subject The Company (solely with respect to claims made under this Section 10.1 prior to the limitations set forth in Sections 9(c), 9(d), Closing) and 9(e), Seller shall Stockholders hereby jointly and severally agree to indemnify and hold harmless Buyer, each of its partners Affiliates and each of its and their respective officersmembers, managers, partners, directors, shareholdersofficers, employees, stockholders, attorneys and agents and representatives permitted assignees (the "“Buyer Indemnified Parties") harmless fromIndemnitees”), against, for against and in respect of any and all damagesout-of-pocket loss, lossescost, settlement payments, obligationsdemand, liabilitiespenalty, claimsforfeiture, actions expense, liability, judgment, deficiency or causes damage, and diminution in value or claim (including actual costs of action investigation and attorneys’ fees and other costs and expenses) (whether all of the foregoing collectively, “Losses”) incurred or sustained by any Buyer Indemnitee as a result of direct claims or third-party claimsin connection with (a) actually sufferedany breach, sustainedinaccuracy or nonfulfillment or the alleged breach, incurred inaccuracy or required to be paid by Buyer Indemnified Parties, net nonfulfillment of any resulting income tax benefits to Buyer Indemnified Partiesof the representations, because warranties, covenants and agreements of (i) the breach of Company or any written representation, warranty, agreement or covenant of Seller Stockholder contained in this Agreement (as the same shall have been modified at any time at or before Closing including, without limitation, any modification contained in any certificate of Seller concerning such matters delivered at the Closing) or the Closing Documents; (ii) any and all Excluded Liabilities; (iii) any contamination on or under the property that is subject to the Deed or the Sublease(s) herein or in any of the Assets caused Additional Agreements or any certificate or other writing delivered pursuant hereto, (b) any Actions by Seller any third parties with respect to the Business (including breach of contract claims, violations of warranties, trademark infringement, privacy violations, torts or consumer complaints) for any period on or prior to the Closing Date (c) the violation of any Laws in connection with or with respect to the operation of the Business on or prior to the Closing Date, (d) any claims by any employee of the Company or any of its Subsidiaries with respect to any period or event occurring on or prior to the Closing Date, or relating to the termination of employee’s employment status in connection with the transactions contemplated by this Agreement, or the termination, amendment or curtailment of any liability for remediation employee benefit plans, (e) any Taxes attributable to a Pre-Closing Period, (f) any sales, use, transfer or clean-up of environmental conditions similar Tax imposed on Buyer or its Affiliates as a result of Seller's operationsany transaction contemplated by this Agreement, whether on (g) any noncompliance with or under violation of any Laws or Authorities’ requirement with respect to any historical corporate change of the property that is subject Company and its Subsidiaries, including without limitation failure to obtain approvals from any Authority administering state-owned assets regarding certain historical corporate changes, (h) any noncompliance with or violation of any Laws or Authorities’ requirement by the Deed Company or the Sublease(s) or elsewhere; (iv) all reasonable costs and expenses (including, without limitation, attorneys' fees, interest and penalties) actually incurred by Buyer Indemnified Parties its Subsidiaries in connection with any actionof their projects in progress, suitincluding without limitation failure to obtain certain project approvals, proceedingor (i) any noncompliance by the Company or any of its Subsidiaries in the use of lands, demandincluding without limitation failure to commence or complete the construction of projects within the time limit set out in relevant land grant contracts. The total payments made by the Stockholders to the Buyer Indemnitees with respect to Losses shall not exceed $30,000,000 (the “Indemnifiable Loss Limit”), assessment or judgment incident except that the Indemnifiable Loss Limit shall not apply with respect to any Losses relating to or arising under or in connection with the Nantong Acquisition, or any of clauses (b) through (i) of this Section 10. 1. No Buyer Indemnitee shall be entitled to indemnification for breaches of representation or warranties pursuant to this Section 10.1 unless and until the matters indemnified against aggregate amount of Losses arising from such breaches to all Buyer Indemnitees equals at least $250,000 (the “Basket”), at which time, subject to the Indemnifiable Loss Limit, the Buyer Indemnitees shall be entitled to indemnification for the total amount of such Losses; provided any breach of Sections 3.1 (Corporate Existence and Power), 3.2 (Authorization), 3.3. (Governmental Authorization), 3.5 (Capitalization), 3.6 (Memorandum and Articles of Association), 3.7 (Corporate Records), 3.10 (Subsidiaries), 3.15 (Properties; Title to the Company and its Subsidiaries’ Assets), 3.31 (Tax Matters), and 3.43 (Nantong Acquisition) shall not be subject to the Basket. Notwithstanding anything set forth in this Section 9(a10.1, (i) any amounts recovered under Section 6.2(b), and (ii) any Losses incurred by any Buyer Indemnitee arising out of the failure of any Stockholder to perform any covenant or obligation to be performed by it before, at or after the Closing Date, shall not, in any such case, be subject to or applied against the Indemnifiable Loss Limit or the Basket, respectively.

Indemnification of Buyer. Subject to the limitations set forth in Sections 9(c)Seller will indemnify, 9(ddefend (with counsel of Buyer’s choosing), and 9(ehold harmless Buyer against any Buyer’s Damages. “Buyer’s Damages” means any claims, actions, demands, losses (including but not limited to any diminution in value), Seller shall indemnify and hold Buyercosts, its partners and their respective officers, directors, shareholders, employees, agents and representatives expenses (the "Buyer Indemnified Parties") harmless from, against, for and in respect of any and all damages, losses, settlement payments, obligationsincluding but not limited to attorneys’ fees), liabilities, claimspenalties, actions and damages, including counsel fees incurred in attempting to avoid the same or causes of action (whether as a result of direct claims or third-party claims) actually sufferedoppose the imposition thereof, sustained, incurred or required to be paid by Buyer Indemnified Parties, net of any resulting income tax benefits to Buyer Indemnified Parties, because of from: (iA) any inaccurate representation made by Seller in this Agreement or in any certificate or document delivered in connection this Agreement; (B) the breach of any written representation, warranty, agreement or covenant of warranty made by Seller contained in this Agreement (as the same shall have been modified at any time at or before Closing including, without limitation, any modification contained in any certificate of Seller concerning such matters or document delivered at the Closing) or the Closing Documentsin connection this Agreement; (iiC) any and all Excluded Liabilities; (iii) any contamination on a breach or under default in the property that is subject to the Deed or the Sublease(s) or in performance by Seller of any of the covenants to be performed by it under this Agreement; (D) the ownership, operation or control of the Assets caused by Seller at or prior to the Closing Date; (E) the imposition of any and all federal, state, or any liability for remediation local taxes arising out of, resulting from, or clean-up relating to Seller’s operation of environmental conditions as a result of Seller's operations, whether the Marketing/Retail Business on or under before the property that is subject to the Deed or the Sublease(s) or elsewhereClosing Date; (ivF) the imposition of any and all reasonable costs federal, state, or local taxes based on the income of Seller relating to Seller’s sale of the Assets; and expenses (includingG) claims relating to Seller’s or Seller’s predecessors’ release, without limitationgeneration, attorneys' feestreatment, interest and penalties) actually incurred by Buyer Indemnified Parties in connection with transport, recycling, or storage of any action, suit, proceeding, demand, assessment hazardous substance or judgment incident arising out of or attributable to Seller’s or Seller’s predecessors’ arrangements for any of the matters indemnified against foregoing; provided, however, that in this Section 9(a)no event will the aggregate liability of Seller exceed the aggregate consideration payable hereunder.

Indemnification of Buyer. Subject to the limitations set forth in Sections 9(c)Gannett agrees that it shall indemnify, 9(d), and 9(e), Seller shall indemnify defend and hold Buyer, its partners Buyer harmless from and their respective officers, directors, shareholders, employees, agents and representatives (the "Buyer Indemnified Parties") harmless from, against, for and in respect of against any and all damages, claims, losses, settlement paymentsexpenses, obligationscosts, obligations and liabilities, claimsincluding without limitation, actions liabilities for reasonable attorneys’ fees and disbursements (“Loss and Expense”), suffered directly or causes of action (whether as a result of direct claims or third-party claims) actually suffered, sustained, incurred or required to be paid indirectly by Buyer Indemnified Partiesby reason of, net of or arising out of: (a) any resulting income tax benefits to Buyer Indemnified Parties, because of (i) the breach of any written representationrepresentation or warranty made by Sellers pursuant to this Agreement, warrantyprovided that, agreement or covenant solely for purposes of Seller contained in this Agreement (as the same shall have been modified at any time at or before Closing including, without limitationArticle IX, any modification representation or warranty of Sellers contained in any certificate of Seller concerning such matters delivered at the Closing) or the Closing Documents; (ii) any and all Excluded Liabilities; (iii) any contamination on or under the property herein that is subject to the Deed a materiality or the Sublease(sMaterial Adverse Effect qualification shall not be so qualified for purposes of determining whether a breach has occurred; (b) any failure by any Seller to perform or in fulfill any of its covenants or agreements set forth in this Agreement; (c) any failure by any Seller to pay or perform when due any of its liabilities or obligations arising out of or related to the Assets caused business of the Newspaper on or prior to the Closing Date which have not been assumed by Seller 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 Newspaper on or prior to the Closing Date; (e) the Excluded Assets; (f) any liability, or including but not limited to any liability for remediation pursuant to any Environmental Law, arising from or clean-up related to conditions or events that occurred prior to the Closing arising from or related to the ownership of environmental conditions as a result the Real Property and/or the operations of Seller's operations, whether the Newspaper on the Real Property on or under the property that is subject prior to the Deed or the Sublease(s) or elsewhere; (iv) all reasonable costs and expenses (including, without limitation, attorneys' fees, interest and penalties) actually incurred by Buyer Indemnified Parties in connection with any action, suit, proceeding, demand, assessment or judgment incident to any of the matters indemnified against in this Section 9(a)Closing Date.

Indemnification of Buyer. Subject to From and after the limitations set forth in Sections 9(c), 9(d), and 9(e)Closing, Seller shall will indemnify and hold harmless Buyer, and its partners and their respective successors, owners, officers, directors, shareholdersand affiliates (including, employeesafter the Effective Time, agents BATCO and representatives the Company), (collectively, the "Buyer Indemnified PartiesPersons"), and will reimburse the Buyer Indemnified Persons for any loss, liability, claim, damage, expense (including costs of investigation and defense and reasonable attorneys' fees and expenses) harmless from(collectively, against"Damages"), for and arising from or in respect connection with: (a) any breach of any and all damagesrepresentation or warranty made by Seller in (i) this Agreement, losses(ii) any transfer instrument, settlement paymentsor (iii) any certificate, obligationsdocument, liabilities, claims, actions writing or causes of action (whether as a result of direct claims or third-party claims) actually suffered, sustained, incurred or instrument required to be paid delivered by Buyer Indemnified Parties, net of any resulting income tax benefits Seller or the Company to Buyer Indemnified Parties, because of as a condition to Closing under this Agreement; (ib) the any breach of any written covenant or obligation of Seller in this Agreement or in any other certificate, document, writing or instrument required to be delivered by Seller or the Company to Buyer as a condition to Closing under this Agreement; (c) except for Standard Products Warranty Claims, any product liability or similar claim by a third party against a Buyer Indemnified Person for injury to person or property, regardless of when made or asserted, which arises out of or is based upon any express or implied representation, warranty, agreement or covenant of Seller contained in this Agreement (as the same shall guarantee made by BATCO, or alleged to have been modified at made by BATCO, or which is imposed or asserted to be imposed by operation of law on a Buyer Indemnified Person, in connection with any time at product sold and shipped by, or before Closing includingleased and shipped by, without limitation, any modification contained in any certificate or on behalf of Seller concerning such matters delivered at the Closing) or the Closing Documents; (ii) any and all Excluded Liabilities; (iii) any contamination BATCO on or under the property that is subject to the Deed or the Sublease(s) or in any of the Assets caused by Seller prior to the Closing DateEffective Time, including without limitation any claim seeking recovery for consequential damage, lost revenue or income; (d) any expense or cost incurred by a Buyer Indemnified Person to satisfy a material Legal Obligation related to the presence prior to the Effective Time of any Hazardous Substance at the Facility, or the occurrence prior to the Effective Time of any Hazardous Activity at the Facility, or the violation prior to the Effective Time by BATCO or any possessor of the Facility prior to the Effective Time of any Environmental, Health and Safety Laws, or the disposal or treatment of Hazardous Substances by BATCO prior to the Effective Time, provided that such Buyer Indemnified Person has received written notice of such a material Legal Obligation from a Governmental Authority which could enforce the Legal Obligation or a third party which would have standing to xxx a Buyer Indemnified Person concerning the Legal Obligation; or (e) liabilities and obligations of BATCO to BATCO's customers arising out of a customer claim of a breach of BATCO's written warranty agreements in the forms disclosed in Section 5.20 of the Disclosure Statement given by BATCO to its customers and of any implied warranties, each in the ordinary course of business for products of BATCO shipped prior to the Effective Time to the extent the amount of such liabilities and obligations are in excess of the Standard Products Warranty Claims ("Excess Products Warranty Claims - BATCO"); (f) any liability or obligations arising out of proceedings against, or investigations involving or affecting, BATCO commenced by a third party pending either in court or before any other Governmental Authority, or before an arbitrator of any kind, as of the Effective Time; (g) other than as provided in Section 13.1(c) hereof, any liability or obligations arising from any proceedings against, or investigations involving or affecting, BATCO, the Company or Buyer either in court or before any other Governmental Authority, or before an arbitrator of any kind, not instituted based on actions of Buyer or its affiliates, commenced by a third party after the Effective Time but relating to the operation or conduct of the BATCO Business prior to the Effective Time; (h) any federal (United States or Canadian), state, province, or local income tax payable by BATCO or the Company with respect to the business, assets, properties or operations of BATCO or the Company for remediation any period prior to the Effective Time; (i) any indebtedness incurred by BATCO or cleanthe Company prior to the Effective Time for borrowed monies or evidenced by a promissory note issued by BATCO or the Company and any inter-up company indebtedness of environmental conditions BATCO or of the Company; (j) any liability or obligation of BATCO or the Company for fees and expenses of counsel, accountants and other experts arising or incurred prior to the Effective Time in connection with the negotiation, preparation and execution of this Agreement and the transactions contemplated hereby; (k) any liabilities and obligations that arise under ERISA (as defined in this Agreement) as a result of Seller's operations, whether on or under the property that is subject BATCO being prior to the Deed or the Sublease(sEffective Time an ERISA Affiliate of certain other Persons; (l) or elsewhere; (iv) all reasonable costs any liabilities and expenses (including, without limitation, attorneys' fees, interest and penalties) actually incurred by Buyer Indemnified Parties in connection with any action, suit, proceeding, demand, assessment or judgment incident obligations to any employees of the matters indemnified against in this Section 9(a)BATCO under Contracts that provide for payments to such employees upon a change of control of BATCO.