Common use of Buyer’s Indemnification Clause in Contracts

Buyer’s Indemnification. For a period of eighteen (18) months after the Closing Date or earlier termination of this Agreement, Buyer shall indemnify, defend and hold harmless Seller and/or any of Seller’s officers, directors, managers, employees, shareholders, or agents (including, but not limited to, Seller’s financial advisor), from and against any and all incidents, claims, demands, actions, causes of action, suits, obligations, liabilities, losses, costs, damages or expenses, costs of investigation and defense, counsel or attorneys’ fees, whether under retainer or salary or otherwise, including, without limitation, interest, penalties and court costs (collectively, “Damages”), suffered or incurred by Seller and/or any or all of Seller’s officers, directors, managers, employees or agents, which directly or indirectly arise, result from or relate to (a) any breach of, or any failure by Buyer to perform, any of Buyer’s representations, warranties, covenants or agreements contained in this Agreement, (b) matters that occur or arise as a result of Buyer’s action or failure to take action after the Closing Date, except as to such incidents, claims, demands, actions, causes of action, suits, obligations, liabilities, losses, costs, damages or expenses that are caused or claimed to be caused by or are a result of the acts or omissions of Seller or Seller’s respective agents or employees, (c) any and all claims of any kind and description of employees that relate to their, hiring, employment and/or termination by Buyer, provided that the facts or events giving rise to such claims occurred after the Closing Date, (d) any and all debts, obligations and liabilities of Seller specifically assumed by Buyer hereunder and any Damages resulting from the operation of the Business by Buyer after the Closing Date, (e) damage done by Buyer or Buyer’s representatives during the inspection and due diligence of the Business, (f) the Assumed Obligations, and (g) any and all claims made by any broker, finder or agent claiming a fee or commission through Buyer. Notwithstanding any provision of this Section 18.1 to the contrary, the obligations of Buyer to indemnify Seller for any and all debts, obligations and liabilities of Seller arising from or related to any Assumed Obligations, shall extend for the length of the remaining term of such agreements and shall not be limited to claims made prior to the expiration of the eighteen (18) month period following the Closing Date. If and to the extent Seller notifies Buyer in writing of a claim for indemnification for any matter covered by clause (a) above on or prior to the expiration of the eighteen (18) month period after the Closing Date, Buyer shall continue to be obligated to provide indemnification hereunder with respect to such claim until such time that such claim is resolved and satisfied.

Buyer’s Indemnification. For a period of eighteen (18a) months after Subject to the Closing Date or earlier termination terms and limitations of this AgreementArticle, Buyer shall indemnifythe Buying Companies shall, defend jointly and severally, indemnify and hold harmless Seller and/or any of Seller’s officersthe Selling Companies, their Subsidiaries, directors, managersofficers and employees (the "Grace Indemnified Group"), employeesas the case may be, shareholdersfrom and against all Damages incurred by any member of the Grace Indemnified Group arising out of, incurred in connection with or relating to (i) the breach by or non-performance of any Buying Company, or agents subsequent to the Closing any Transferred Company or Transferred Joint Venture, of any of its covenants or agreements under this Agreement or any of the other Transaction Documents, (ii) any breach of or inaccuracy in any representation or warranty of Buyer set forth in Article 6, (iii) the failure of any Transferred Company or Transferred Joint Venture subsequent to the Closing to perform or fulfill its obligations under any contract, agreement or obligation for which any member of the Grace Group is or may be liable, as a guarantor or otherwise, (iv) any of the Total Dearborn Liabilities, including, without limitation, any liability or obligation relating to the Dearborn Business or the Total Dearborn Assets based upon or arising under any Environmental Law, except as may be otherwise provided in this Article 14, (v) the Buyer Group's hiring practices and decisions with respect to the Dearborn Business (including, but not limited to, Seller’s financial advisorany claims by any Current Employee alleging he or she was not hired or was terminated, on or after the Closing Date in violation of U.S. or non-U.S. non-discrimination laws), from and against (vi) any and all incidentsclaim concerning any aspect of the employment or termination of employment, claimsat or after the Closing, demandsof any Continued Dearborn Business Employee, actions(vii) (Intentionally Omitted), causes of action, suits, obligations, liabilities, losses, costs, damages (viii) any claim made by any Dearborn Business Employee or expenses, costs of investigation and defense, counsel any Transitional Services Employee for any severance pay or attorneys’ fees, whether under retainer or salary or otherwiseother severance benefit, including, without limitationbut not limited to, interestany individual who becomes entitled to such pay or benefits under the Xxxxx Xxxxxxxxx Arrangement before, penalties on or after the Closing Date and court costs any individual who under applicable law or otherwise is entitled to severance upon dismissal by the Selling Companies after refusing an offer to become an employee of the Buyer Group, (collectively, “Damages”), suffered or incurred by Seller and/or any or all of Seller’s officers, directors, managers, employees or agents, which directly or indirectly arise, result from or relate to (aix) any breach ofchange in the collective organization or joint committees applicable to any Continued Dearborn Business Employee that occurs at or after the Closing, or applicable to any Transitional Services Employee who commences employment with any member of the Buyer Group that occurs on or after the date that such employee commences such employment; (x) any claim made by any Dearborn Business Employee based on any agreement between the employee and any member of the Grace Group that was in the ordinary course of business or (xi) any claim under the U.S. Worker Adjustment and Retraining Notification Act, 29 X.X.X.xx.xx. 2101 et seq., or any failure comparable U.S., state or non-U.S. law arising out of any actions taken by the Buyer to perform, any of Buyer’s representations, warranties, covenants Group at or agreements contained in this Agreement, (b) matters that occur after the Closing or arise as a result of Buyer’s action or failure to take action after the Closing Date, except as to such incidents, claims, demands, actions, causes of action, suits, obligations, liabilities, losses, costs, damages or expenses that are caused or claimed to be caused transactions contemplated by or are a result of the acts or omissions of Seller or Seller’s respective agents or employees, (c) any and all claims of any kind and description of employees that relate to their, hiring, employment and/or termination by Buyer, provided that the facts or events giving rise to such claims occurred after the Closing Date, (d) any and all debts, obligations and liabilities of Seller specifically assumed by Buyer hereunder and any Damages resulting from the operation of the Business by Buyer after the Closing Date, (e) damage done by Buyer or Buyer’s representatives during the inspection and due diligence of the Business, (f) the Assumed Obligations, and (g) any and all claims made by any broker, finder or agent claiming a fee or commission through Buyer. Notwithstanding any provision of this Section 18.1 to the contrary, the obligations of Buyer to indemnify Seller for any and all debts, obligations and liabilities of Seller arising from or related to any Assumed Obligations, shall extend for the length of the remaining term of such agreements and shall not be limited to claims made prior to the expiration of the eighteen (18) month period following the Closing Date. If and to the extent Seller notifies Buyer in writing of a claim for indemnification for any matter covered by clause (a) above on or prior to the expiration of the eighteen (18) month period after the Closing Date, Buyer shall continue to be obligated to provide indemnification hereunder with respect to such claim until such time that such claim is resolved and satisfiedAgreement.

Buyer’s Indemnification. For a period Buyer agrees to indemnify and hold each Seller and each Seller’s respective nominees, successors, heirs, assigns, trustees, agents, employees and beneficiaries harmless from any and all third-party liabilities, claims, causes of eighteen action, penalties, demands, and expenses of any kind or nature whatsoever (18including without limitation court costs and attorneys’ fees) months after the Closing Date arising out of, resulting from, relating or earlier termination of incident to (i) any material representation or warranty made by Buyer in this Agreement, Buyer shall indemnify, defend and hold harmless Seller and/or any of Seller’s officers, directors, managers, employees, shareholdersthat is, or agents was at the time made, materially false or inaccurate, or any breach of, or misrepresentation with respect to, any such representation or warranty; (ii) any breach by Buyer of any material covenant, agreement or obligation of the Buyer contained in this Agreement, (iii) the use, ownership or operation of Prism, Provident and the Unit; (iv) the business of either Company, (v) the development, maintenance or operation of the Unit during Buyer’s ownership thereof, and (vi) the Companies’ lawsuit with the Xxxxxxxxxx Group, including, but not limited to, Seller’s financial advisor)any past, from present or future cost, expense or damages related to such dispute and against the Listing Broker Services Agreement that is a part thereof and claims arising therefrom. Buyer shall have no liability for indemnification with respect to any and all incidentsrepresentation or warranty unless, claims, demands, actions, causes on or before the date eighteen (18) months following of action, suits, obligations, liabilities, losses, costs, damages or expenses, costs of investigation and defense, counsel or attorneys’ fees, whether under retainer or salary or otherwise, including, without limitation, interest, penalties and court costs (collectively, “Damages”), suffered or incurred by Seller and/or any or all of Seller’s officers, directors, managers, employees or agents, which directly or indirectly arise, result from or relate to (a) any breach of, or any failure by Buyer to perform, any of Buyer’s representations, warranties, covenants or agreements contained in this Agreement, (b) matters that occur or arise as a result of Buyer’s action or failure to take action after the Closing Date, except as to such incidents, claims, demands, actions, causes Sellers notify Buyer of action, suits, obligations, liabilities, losses, costs, damages or expenses that are caused or claimed to be caused by or are a result of claim specifying the acts or omissions of Seller or Seller’s respective agents or employees, (c) any and all claims of any kind and description of employees that relate to their, hiring, employment and/or termination by Buyer, provided that the facts or events giving rise to such claims occurred after the Closing Date, (d) any and all debts, obligations and liabilities of Seller specifically assumed by Buyer hereunder and any Damages resulting from the operation of the Business by Buyer after the Closing Date, (e) damage done by Buyer or Buyer’s representatives during the inspection and due diligence of the Business, (f) the Assumed Obligations, and (g) any and all claims made by any broker, finder or agent claiming a fee or commission through Buyer. Notwithstanding any provision of this Section 18.1 to the contrary, the obligations of Buyer to indemnify Seller for any and all debts, obligations and liabilities of Seller arising from or related to any Assumed Obligations, shall extend for the length of the remaining term of such agreements and shall not be limited to claims made prior to the expiration of the eighteen (18) month period following the Closing Date. If and basis thereof in reasonable detail to the extent Seller notifies Buyer in writing of a claim for indemnification for any matter covered then known by clause (a) above on or prior to the expiration of the eighteen (18) month period after the Closing Date, Buyer shall continue to be obligated to provide indemnification hereunder with respect to such claim until such time that such claim is resolved and satisfiedSellers.

Buyer’s Indemnification. For Subject to the provisions of Section 17, for a period of eighteen (18) months after the Closing Date or earlier termination of this AgreementDate, Buyer shall indemnify, defend and hold harmless Seller and/or any of Seller’s 's officers, directors, managers, employees, shareholders, employees or agents (including, but not limited to, Seller’s 's financial advisor, Xxxxxxxxxxx Xxxxxxx & Co., Inc.), from and against any and all incidents, claims, demands, actions, causes of action, suits, obligations, liabilities, losses, costs, damages or expenses, costs of investigation and defense, counsel or attorneys’ ' fees, whether under retainer or salary or otherwise, including, without limitation, interest, penalties and court costs (collectively, “"Damages”"), suffered or incurred by Seller and/or any or all of Seller’s 's officers, directors, managers, employees or agents, which directly or indirectly arise, result from or relate to (a) any breach of, or any failure by Buyer to perform, any of Buyer’s 's representations, warranties, covenants or agreements contained in this Agreement, (b) matters that occur or arise as a result of Buyer’s 's action or failure to take action after the Closing Date, except as to such incidents, claims, demands, actions, causes of action, suits, obligations, liabilities, losses, costs, damages or expenses that are caused or claimed to be caused by or are a result of the acts or omissions of Seller or Seller’s 's respective agents or employees, (c) any and all claims of any kind and description of employees that relate to their, hiring, employment and/or termination by Buyer, provided that the facts or events giving rise to such claims occurred after the Closing Date, (d) any and all debts, obligations and liabilities of Seller specifically assumed by Buyer hereunder and any Damages resulting from the operation of the Business by Buyer after the Closing Date, (e) damage done actions or failure to act by Buyer or Buyer’s 's representatives during the inspection and due diligence of the Business, (f) all obligations and liabilities arising after the Assumed ObligationsClosing Date related to the contracts, leases and agreements assumed by the Buyer, and (g) any and all claims made by any broker, finder or agent claiming a fee or commission through Buyer. Notwithstanding any provision of this Section 18.1 to the contrary, the obligations of Buyer to indemnify the Seller for any and all debts, obligations and liabilities of Seller arising from or related to any Assumed Obligationsthe assumption of the DRA Operating Agreement, the City Leases or the CDS Agreement, which obligations, solely to the extent arising on or after the Closing Date, were specifically assumed by Buyer hereunder, shall extend for the length of the remaining term of such agreements and shall not be limited to claims made prior to the expiration of the eighteen eighteenth (1818th) month period following the Closing Date. If and to the extent Seller notifies Buyer in writing of a claim for indemnification for any matter covered by clause (a) above on or prior to the expiration of the eighteen eighteenth (1818th) month period after the Closing Date, Buyer shall continue to be obligated to provide indemnification hereunder with respect to such claim until such time that such claim is resolved and satisfied.

Buyer’s Indemnification. For a period of eighteen (18a) months after Subject to the Closing Date or earlier termination terms and limitations of this AgreementArticle, Buyer shall indemnifythe Buying Companies shall, defend jointly and severally, indemnify and hold harmless Seller and/or any of Seller’s officersthe Selling Companies, their Subsidiaries, directors, managersofficers and employees (the "Grace Indemnified Group"), employeesas the case may be, shareholdersfrom and against all Damages incurred by any member of the Grace Indemnified Group arising out of, incurred in connection with or relating to (i) the breach by or non-performance of any Buying Company, or agents subsequent to the Closing any Transferred Company or Transferred Joint Venture, of any of its covenants or agreements under this Agreement or any of the other Transaction Documents, (ii) any breach of or inaccuracy in any representation or warranty of Buyer set forth in Article 6, (iii) the failure of any Transferred Company or Transferred Joint Venture subsequent to the Closing to perform or fulfill its obligations under any contract, agreement or obligation for which any member of the Grace Group is or may be liable, as a guarantor or otherwise, (iv) any of the Total Dearborn Liabilities, including, without limitation, any liability or obligation relating to the Dearborn Business or the Total Dearborn Assets based upon or arising under any Environmental Law, except as may be otherwise provided in this Article 14, (v) the Buyer Group's hiring practices and decisions with respect to the Dearborn Business (including, but not limited to, Seller’s financial advisorany claims by any Current Employee alleging he or she was not hired or was terminated, on or after the Closing Date in violation of U.S. or non-U.S. non- discrimination laws), from and against (vi) any and all incidentsclaim concerning any aspect of the employment or termination of employment, claimsat or after the Closing, demandsof any Continued Dearborn Business Employee, actions(vii) (Intentionally Omitted), causes of action, suits, obligations, liabilities, losses, costs, damages (viii) any claim made by any Dearborn Business Employee or expenses, costs of investigation and defense, counsel any Transitional Services Employee for any severance pay or attorneys’ fees, whether under retainer or salary or otherwiseother severance benefit, including, without limitationbut not limited to, interestany individual who becomes entitled to such pay or benefits under the Xxxxx Xxxxxxxxx Arrangement before, penalties on or after the Closing Date and court costs any individual who under applicable law or otherwise is entitled to severance upon dismissal by the Selling Companies after refusing an offer to become an employee of the Buyer Group, (collectively, “Damages”), suffered or incurred by Seller and/or any or all of Seller’s officers, directors, managers, employees or agents, which directly or indirectly arise, result from or relate to (aix) any breach ofchange in the collective organization or joint committees applicable to any Continued Dearborn Business Employee that occurs at or after the Closing, or applicable to any Transitional Services Employee who commences employment with any member of the Buyer Group that occurs on or after the date that such employee commences such employment; (x) any claim made by any Dearborn Business Employee based on any agreement between the employee and any member of the Grace Group that was in the ordinary course of business or (xi) any claim under the U.S. Worker Adjustment and Retraining Notification Act, 29 U.S.C.SECTIONSECTION 2101 et seq., or any failure comparable U.S., state or non-U.S. law arising out of any actions taken by the Buyer to perform, any of Buyer’s representations, warranties, covenants Group at or agreements contained in this Agreement, (b) matters that occur after the Closing or arise as a result of Buyer’s action or failure to take action after the Closing Date, except as to such incidents, claims, demands, actions, causes of action, suits, obligations, liabilities, losses, costs, damages or expenses that are caused or claimed to be caused transactions contemplated by or are a result of the acts or omissions of Seller or Seller’s respective agents or employees, (c) any and all claims of any kind and description of employees that relate to their, hiring, employment and/or termination by Buyer, provided that the facts or events giving rise to such claims occurred after the Closing Date, (d) any and all debts, obligations and liabilities of Seller specifically assumed by Buyer hereunder and any Damages resulting from the operation of the Business by Buyer after the Closing Date, (e) damage done by Buyer or Buyer’s representatives during the inspection and due diligence of the Business, (f) the Assumed Obligations, and (g) any and all claims made by any broker, finder or agent claiming a fee or commission through Buyer. Notwithstanding any provision of this Section 18.1 to the contrary, the obligations of Buyer to indemnify Seller for any and all debts, obligations and liabilities of Seller arising from or related to any Assumed Obligations, shall extend for the length of the remaining term of such agreements and shall not be limited to claims made prior to the expiration of the eighteen (18) month period following the Closing Date. If and to the extent Seller notifies Buyer in writing of a claim for indemnification for any matter covered by clause (a) above on or prior to the expiration of the eighteen (18) month period after the Closing Date, Buyer shall continue to be obligated to provide indemnification hereunder with respect to such claim until such time that such claim is resolved and satisfiedAgreement.

Buyer’s Indemnification. For a period Buyer, on behalf of eighteen (18) months after the Closing Date or earlier termination of this Agreementitself as well as Xxxxx’s successors and assigns, Buyer shall hereby agrees to indemnify, defend and hold harmless Seller and/or any of Sellerand Xxxxxx’s agents, personal representatives, employees, spouses, heirs, partners, officers, directors, managersofficials, employeessuccessors and assigns (collectively, shareholders“Sellers Representatives”), from any and all demands, claims, legal or agents administrative proceedings, losses, liabilities, damages, penalties, fines, liens, judgments, costs or expenses whatsoever (including, without limitation, attorneys’ fees and costs), whether direct, contingent or consequential, incurred or suffered by or asserted or awarded against Seller or Sellers Representatives relating to or arising from (i) the ownership, operation or possession of the Property by Buyer or Buyer’s Representatives (defined below) subsequent to the Close of Escrow, (ii) the acts or omissions of Buyer or Buyer’s Representatives (iii) any entry on the Property by Buyer or Buyer’s Representatives, (iv) Buyer’s performance of its Due Diligence, including, but not limited toto any act or omission by Buyer or Buyer’s Representatives in the course of performing the inspections, Seller’s financial advisor)testings or inquiries provided for in this Agreement, from and against any and all incidents, claims, demands, actions, causes of action, suits, obligations, liabilities, losses, costs, damages or expenses, costs of investigation and defense, counsel or attorneys’ fees, whether under retainer or salary or otherwise, including, without limitation, interest, penalties and court costs (collectively, “Damages”), suffered or incurred by Seller and/or any or all of Seller’s officers, directors, managers, employees or agents, which directly or indirectly arise, result from or relate to (av) any material breach ofof any covenant, representation or any failure by warranty of Buyer to perform, any of Buyer’s representations, warranties, covenants or agreements contained in this Agreement, (bvi) matters that occur or arise as a result of Buyer’s action or Buyer’s agents’ violation of any federal, state or local law, ordinance or regulation, occurring or allegedly occurring with respect to the Property (vii) any Release of Hazardous Substances (as defined in this Agreement) at the Property subsequent to the Close of Escrow by Buyer or Buyer’s Representatives, (viii) Seller’s failure to take action after comply with Xxx. Gov’t Code Section 54222 et. seq. and/or (ix) any service contracts, leases and/or any tenant security deposit which accrued subsequent to the Closing DateClose of Escrow, and in each instance, except as to the extent such incidents, claims, demands, actions, causes of action, suits, obligations, liabilities, losses, costs, damages matters arise from the sole negligence or expenses that are caused or claimed to be caused by or are a result of the acts or omissions willful misconduct of Seller or Seller’s respective agents breach of a representation, warranty or employeesobligations in this Agreement. Upon consummation of the closing hereunder, (c) any the foregoing indemnity shall be deemed to be restated and all claims made again as of any kind and description of employees that relate to their, hiring, employment and/or termination by Buyer, provided that the facts or events giving rise to such claims occurred after the Closing Date, (d) any Date and all debts, obligations shall survive the Close of Escrow and liabilities of Seller specifically assumed by Buyer hereunder the delivery and any Damages resulting from the operation recording of the Business by Buyer after the Closing Date, (e) damage done by Buyer or Buyer’s representatives during the inspection and due diligence of the Business, (f) the Assumed Obligations, and (g) any and all claims made by any broker, finder or agent claiming a fee or commission through Buyer. Notwithstanding any provision of this Section 18.1 to the contrary, the obligations of Buyer to indemnify Seller for any and all debts, obligations and liabilities of Seller arising from or related to any Assumed Obligations, shall extend for the length of the remaining term of such agreements and shall not be limited to claims made prior to the expiration of the eighteen (18) month period following the Closing Date. If and to the extent Seller notifies Buyer in writing of a claim for indemnification for any matter covered by clause (a) above on or prior to the expiration of the eighteen (18) month period after the Closing Date, Buyer shall continue to be obligated to provide indemnification hereunder with respect to such claim until such time that such claim is resolved and satisfiedDeed.

Buyer’s Indemnification. For a Subject to the provisions of Section 14, for the period of eighteen (18) months after following the Closing Date or earlier termination of this AgreementDate, Buyer shall indemnify, defend and hold harmless Seller and/or any or all of Seller’s 's officers, directors, managers, employees, shareholders, employees or agents (including, but not limited to, Seller’s financial advisor), from and against any and all incidents, claims, demands, actions, causes of action, suits, obligations, liabilities, losses, costs, damages or expenses, costs of investigation investigation, and defense, counsel or attorneys’ ' fees, whether under retainer or salary or otherwise, including, without limitation, interest, penalties and court costs (collectively, “"Damages”"), suffered or incurred by Seller and/or any or all of Seller’s 's officers, directors, managers, employees or agents, which directly or indirectly arise, result from or relate to (a) any breach of, or any failure by Buyer to perform, any of Buyer’s 's representations, warranties, covenants or agreements contained in this Agreement, ; (b) matters that occur or arise as a result of Buyer’s 's action or failure to take action after the Closing DateClosing, except as to such incidents, claims, demands, actions, causes of action, suits, obligations, liabilities, losses, costs, damages or expenses that are caused or claimed to be caused by or are a result of the acts or omissions of Seller or Seller’s 's respective agents or employees, (c) any and all claims of any kind and description of employees that relate to their, hiring, employment and/or termination by Buyer, provided that the facts or events giving rise to such claims occurred after the Closing Date, (d) any and all debts, obligations and liabilities of Seller specifically assumed by Buyer hereunder hereunder, and any Damages resulting from the operation of the Business by Buyer after the Closing Date, (ed) damage done actions or failure to act by Buyer or Buyer’s 's representatives during the inspection and due diligence of the BusinessReal Property, (fe) all obligations and liabilities arising after the Assumed Obligations, Closing Date related to the Leases assumed by Buyer; and (gf) any and all claims made by any broker, finder or agent claiming a fee or commission through Buyer. Notwithstanding any provision of this Section 18.1 15.1 to the contrary, the obligations of Buyer to indemnify the Seller for any and all debts, obligations and liabilities of Seller arising from or related to any Assumed Obligations, specifically assumed by Buyer hereunder shall extend for the length of the remaining term of such agreements and shall not be limited to claims made prior to the expiration period of the eighteen (18) month period following the Closing Datedebt, obligation or liability. If and to the extent Seller notifies Buyer in writing of a claim for indemnification for any matter covered by clause (a) above on or prior to the expiration of the eighteen (1818th) month period after the Closing Date, Buyer shall continue to be obligated to provide indemnification hereunder with respect to such claim until such time that such claim is resolved and satisfied.

Buyer’s Indemnification. For a period of eighteen (18) months after the Closing Date or earlier termination Subject to all terms and ------------------------ conditions of this AgreementSection, Buyer shall hereby agree to indemnify, defend defend, and hold harmless Seller and/or any of Seller’s officers, directors, managers, employees, shareholders, or agents (including, but not limited to, Seller’s financial advisor), from and against any and all incidentsdemands, claims, demands, actions, actions or causes of action, suitsassessments, obligationslosses, damages, liabilities, losses, costs, damages or costs and expenses, costs of investigation and defense, counsel or attorneys’ fees, whether under retainer or salary or otherwise, including, without limitation, interest, penalties penalties, attorneys' fees and court costs expenses (collectively, “"Damages”"), suffered asserted against, resulting to, imposed upon or incurred by Seller and/or any by reason of or all of Seller’s officers, directors, managers, employees resulting from (i) liabilities or agents, which directly or indirectly arise, result from or relate to (a) any breach obligations of, or any failure claims against, Buyer, the Business, or Assets (whether absolute, accrued, contingent or otherwise), existing as of or after the Closing Date or arising out of facts or circumstances existing at or prior thereto (including those specific liabilities and obligations expressly assumed by Buyer to performas set forth in Exhibit 1.3) whether or not such liabilities or obligations were known ----------- at the time of the Closing; (ii) a breach of any representation, any warranty, or agreement of Buyer’s representations, warranties, covenants or agreements Buyer contained in or made pursuant to this Agreement or any facts or circumstances constituting such a breach; or (iii) any tax or related claim asserted against Seller with respect to any taxes relating to the operations or properties of Buyer on or after the Closing Date (collectively, "Claims"). Such right of indemnification shall include the right of Seller to rescind the purchase of the Assets and recover the balance due pursuant to this Agreement, (b) matters that occur or arise as a result and the Employment Agreement of Buyer’s action or failure to take action after the Closing DateDxxxxx Xxxxxxx Xxxxxxxx, except as to such incidents, claims, demands, actions, causes of action, suits, obligations, liabilities, losses, together with all costs, damages or expenses that are caused or claimed to be caused by or are a result expenses, and attorney and accounting fees incurred in connection with the examination of Buyer and the Assets and the negotiation and consummation of the acts or omissions of transaction contemplated by this Agreement. Buyer agrees to indemnify and hold harmless Seller or Seller’s respective agents or employees, (c) from and against any and all claims of other amounts, damages, or losses paid or suffered by Seller from any kind such occurrence, including reasonable attorneys' fees and description of employees that relate to their, hiring, employment and/or termination by Buyer, provided that the facts or events giving rise to such claims occurred after the Closing Date, (d) any and all debts, obligations and liabilities of Seller specifically assumed by Buyer hereunder and any Damages resulting from the operation of the Business by Buyer after the Closing Date, (e) damage done by Buyer or Buyer’s representatives during the inspection and due diligence of the Business, (f) the Assumed Obligations, and (g) any and all claims made by any broker, finder or agent claiming a fee or commission through Buyer. Notwithstanding any provision of this Section 18.1 to the contrary, the obligations of Buyer to indemnify Seller for any and all debts, obligations and liabilities of Seller arising from or related to any Assumed Obligations, shall extend for the length of the remaining term of such agreements and shall not be limited to claims made prior to the expiration of the eighteen (18) month period following the Closing Date. If and to the extent Seller notifies Buyer in writing of a claim for indemnification for any matter covered by clause (a) above on or prior to the expiration of the eighteen (18) month period after the Closing Date, Buyer shall continue to be obligated to provide indemnification hereunder with respect to such claim until such time that such claim is resolved and satisfiedexpenses.

Buyer’s Indemnification. For a period of eighteen (18) months after Subject to the Closing Date or earlier termination further provisions of this AgreementArticle VIII, Buyer shall indemnify, defend and hold harmless Seller and/or (and the Company with respect to any of Seller’s officers, Loss pursuant to Section 8.3(a) or (b) prior to the Closing) and their Affiliates and their respective directors, managersofficers, employees, shareholdersAffiliates, or agents advisors, representatives, agents, successors and assigns (includingcollectively, but not limited to, Seller’s financial advisor), from "Seller Indemnified Parties") against and against in respect of any and all incidentsLosses that any such parties shall incur or suffer, claimsto the extent arising or resulting from, demandsor relating to, actions, causes of action, suits, obligations, liabilities, losses, costs, damages or expenses, costs of investigation and defense, counsel or attorneys’ fees, whether under retainer or salary or otherwise, including, without limitation, interest, penalties and court costs (collectively, “Damages”), suffered or incurred by Seller and/or any or all of Seller’s officers, directors, managers, employees or agents, which directly or indirectly arise, result from or relate to in any way whatsoever any of the following: (a) any inaccuracy or breach of, of any representation or warranty made by Buyer or any failure by Buyer to perform, of its Affiliates herein or in any of Buyer’s representations, warranties, covenants or agreements contained in this AgreementAncillary Document, (b) matters that occur the failure of Buyer or arise any of its Affiliates to comply with or the breach by Buyer or any of its Affiliates of any their respective covenants or other obligations set forth in this Agreement or any Ancillary Document, (c) after the Closing, the failure of the Company to comply with or the Company's breach of any covenants in this Agreement or any Ancillary Document to be performed after the Closing, (d) Liabilities under the executory portion of any Included Contracts so long as a result such Liabilities do not relate to the breach of Buyer’s action any Included Contract prior to Closing, (e) Liabilities to the extent relating to the operation of the Business on or failure to take action after the Closing Date, except as to such incidents(f) any acts or omissions of Buyer, claimsthe Company or their respective Affiliates, demandsagents or representatives on or after the Closing, actions, causes of action, suits, obligations, liabilities, losses, costs, damages or expenses that are caused or claimed to be caused by or are a result (g) the consummation of the transactions contemplated hereby or by the Ancillary Documents to the extent resulting from an act or omission of Buyer or any of its Affiliates, (h) Liabilities to the extent relating to the ownership and use of the Company Assets or other properties of the Company or its Affiliates on or after the Closing Date, (i) Attributed Product produced, packaged, stored or shipped for the Company in accordance with Article X arising out of or resulting from a breach of the warranty set forth in Section 10.6, (j) Bailed Product or Attributed Product while in the possession, or under the control of, Buyer pursuant to Article X, (k) warranty or similar Claims asserted by any customer of the Business to the extent related to the sale of any Branded Product for which Buyer (or any of its Affiliates) is entitled to the consideration (regardless of form) generated by such sale, (l) the manufacture, packaging, sale, marketing or distribution of the Licensed Products by Licensee and its third-party manufacturers and the officers, directors, employees, and agents of each of the foregoing, or which may be occasioned by Licensee's breach of the warranties, representations, or covenants contained in the Champion License, (m) the use of the CAMS Software by Licensee and its third-party manufacturers and the officers, directors, employees, and agents of each of the foregoing, or which may be occasioned by Licensee's breach of the warranties, representations, or covenants contained in the CAMS License, and (n) any Claim relating to the foregoing; provided, however, that no indemnification shall be provided with respect to the portion of such Losses that any of such Seller Indemnified Parties shall incur or suffer to the extent arising or resulting from (1) a determination that Licensee's use of the Licensed Marks in accordance with the terms of the Champion License infringes prior trademark rights of a third party, (2) any manufacturing, packaging or other error or defect in connection with any Licensed Product that is supplied to Licensee by Seller, or (3) use by Licensee of the CAMS Software in accordance with the terms and provisions of the CAMS License; provided, further, that no indemnification shall be provided with respect to the portion of such Losses that any of such Seller Indemnified Parties shall incur or suffer to the extent arising or resulting from (1) the operation of the Business, or any other acts or omissions of Seller or Seller’s respective agents the Company or employeesits predecessors, in each case before the Closing, (c2) any the ownership and all claims use of the Company Assets or other properties before the Closing, (3) the consummation of the transactions contemplated hereby or by the Ancillary Documents to the extent resulting from an act or omission of Seller or the Company, or (4) the failure of any kind and description Seller Indemnified Party to perform any of employees that relate to their, hiring, employment and/or termination by Buyer, provided that its obligations under this Agreement or the facts or events giving rise to such claims occurred after the Closing Date, (d) any and all debts, obligations and liabilities of Seller specifically assumed by Buyer hereunder and any Damages resulting from the operation of the Business by Buyer after the Closing Date, (e) damage done by Buyer or Buyer’s representatives during the inspection and due diligence of the Business, (f) the Assumed Obligations, and (g) any and all claims made by any broker, finder or agent claiming a fee or commission through BuyerAncillary Documents. Notwithstanding any provision of this anything contained in Section 18.1 8.2 or 8.3 to the contrary, the obligations of parties agree that (A) Seller shall indemnify the Buyer to indemnify Seller Indemnified Parties for any and all debts, obligations and liabilities of Seller arising from or related to any Assumed Obligations, shall extend for the length of the remaining term of such agreements and shall not be limited to claims made prior to the expiration of the eighteen (18) month period following the Closing Date. If and Losses to the extent arising or resulting from (I) the operation of the Business, or any other acts or omissions of Seller notifies or the Company or its predecessors, in each case before the Closing, (II) the ownership and use of the Company Assets or other properties before the Closing, (III) the consummation of the transactions contemplated hereby or by the Ancillary Documents to the extent resulting from an act or omission of Seller or the Company, or (IV) the failure of any Seller Indemnified Party to perform any of its obligations under this Agreement or the Ancillary Documents, (B) Buyer shall indemnify the Seller Indemnified Parties to the extent arising or resulting from (I) the operation of the Business, or any other acts or omission of the Company or its successors, in writing each case after the Closing, (II) the ownership and use of a claim for indemnification for the Company Assets or other properties owned by Buyer or any matter covered of its Affiliates after the Closing, (III) the consummation of the transactions contemplated hereby or by clause the Ancillary Documents to the extent resulting from an act or omission of Buyer or any of its Affiliates, or (aIV) the failure of any Buyer Indemnified Party to perform any of its obligations under this Agreement or the Ancillary Documents, and (c) in the event that any Losses arise or result from acts or omissions which relate partially to the matters referred to in Section (A) above on or prior and partially to the expiration matters referred to in (B) above, each of Buyer and Seller shall indemnify the eighteen Seller Indemnified Parties and the Buyer Indemnified Parties, respectively, for the respective portion of such Losses in accordance with the principles set forth in (18A) month period after the Closing Date, Buyer shall continue to be obligated to provide indemnification hereunder with respect to such claim until such time that such claim is resolved and satisfied(B) above.