From and after the Closing Date Clause Samples

From and after the Closing Date the Sellers and the Company, and the Purchaser, as the case may be, shall indemnify and hold harmless the other (the party seeking indemnification being referred to as the "Indemnified Party") from and against any and all claims, losses, liabilities and damages, including, without limitation, amounts paid in settlement, reasonable costs of investigation and reasonable fees and disbursements of counsel, arising out of or resulting from the inaccuracy of any representation or warranty, or the breach of any covenant or agreement, contained herein or in any instrument or certificate delivered pursuant hereto. or in the case of the Sellers or the Company, any claim arising from any action prior to the Closing Date. by the party against whom indemnification is sought (the "Indemnifying Party").

From and after the Closing Date. Sithe agrees to maintain in confidence any Confidential Acquired Asset Information Sithe or any of its Subsidiaries have (with the exception of any publicly available information) for a period of five (5) years from the Closing Date to the same extent and subject to the same terms, conditions and exceptions as apply to the Recipient pursuant to Section 14.14(a) with respect to Confidential Information (including, without limitation, those terms, conditions and exceptions that were incorporated by reference therein), mutatis mutandis as though such terms, conditions and exceptions were set forth in this Section 14.14(b).

From and after the Closing Date. (i) Minimum Liquidity (calculated without giving effect to the Commitments of any Defaulting Lender) of $25 million to be tested monthly on the last business day of each month. (ii) Minimum EBITDA (LTM) to be tested quarterly at covenant levels with headroom to the base case plan presented to the Lenders in July 2009, as set forth below. Covenant holiday for four fiscal quarters after the quarter in which the effective date of the Plan occurs. Assuming effective date occurs in April 2010, covenant holiday would apply from fiscal quarter ending September 30, 2010 through fiscal quarter ending June 30, 2011.

From and after the Closing Date. TSR Wireless shall assume and be solely responsible for any and all Liabilities relating to or arising in connection with the requirements of section 4980B of the Code to provide continuation of health care coverage under any Employee Plan of TSR Paging in respect of TSR Paging Employees and their covered dependents.

From and after the Closing Date the Borrower shall indemnify the Lender, and its Affiliates (each such Person being called an "Indemnitee") ---------- against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the reasonable fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of any Loan Document or any agreement or instrument contemplated thereby, the performance by the parties hereto of their respective obligations hereunder or the consummation of the transactions contemplated hereby, (ii) the Loan or the use of the proceeds therefrom, (iii) any actual or alleged presence or release of hazardous materials on or from any property owned or operated by the Borrower or its Subsidiaries, or any environmental liability related in any way to the Borrower or its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto; provided -------- that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee.

From and after the Closing Date the Buyer agrees that it will not unreasonably withhold access by the Seller and its attorneys, accountants and other representatives (after reasonable notice and during normal business hours), to such personnel, books, records, documents and any or all other information relating to the Business then in Buyer’s possession as the Seller may reasonably deem necessary to properly prepare for, file, prove, answer, prosecute and/or defend any such Tax Return, filing, audit, protest, claim, suit, inquiry or other proceeding. Such access shall include, without limitation, access to any computerized information retrieval systems relating to the Business.

From and after the Closing Date. Borrower shall provide quarterly to Lender a written analysis of the Equipment and Real Estate based on the Original Appraisals or the most recent Reappraisal, as the case may be, which analysis shall: (i) include a separate breakout of the Collateral located in (A) the United States and (B) Mexico in the form of Exhibit 1.18(a); (ii) show current value reflecting a depreciation rate of 20% per annum for Equipment and 4% per annum for Real Estate, or such other rates as Lender in its sole discretion shall advise Borrower after first consulting with M.B. Valuation, Inc. or, if different, the appraiser who prepared the most recent Reappraisal in the form of Exhibit 1.18(a); (iii) describe specifically any Equipment which has crossed from the United States to Mexico, or from Mexico to the United States and its corresponding depreciated value in the form of Exhibit 1.18(b); and (iv) include a calculation of the Available Domestic Collateral Ratio and the Total Collateral Ratio in the form of Exhibit 1.18(a).

From and after the Closing Date the Subject Party shall, and shall cause its Representatives to, keep confidential and not (except, if applicable, in the performance of the Subject Party’s duties on behalf of the Covered Parties) directly or indirectly use, disclose, reveal, publish, transfer or provide access to, any and all Covered Party Information without the prior written consent of the Purchaser (which may be withheld in its sole discretion). As used in this Agreement, “Covered Party Information” means all material and information relating to the business, affairs and assets of any Covered Party, including material and information that concerns or relates to such Covered Party’s bidding and proposal, technical information, computer hardware or software, administrative, management, operational, data processing, financial, marketing, customers, sales, human resources, employees, vendors. business development, planning and/or other business activities, regardless of whether such material and information is maintained in physical, electronic, or other form, that is: (A) gathered, compiled, generated, produced or maintained by such Covered Party through its Representatives, or provided to such Covered Party by its suppliers, service providers or customers; and (B) intended and maintained by such Covered Party or its Representatives, suppliers, service providers or customers to be kept in confidence. The obligations set forth in this Section 3 will not apply to any Covered Party Information where the Subject Party can prove that such material or information: (i) is known or available through other lawful sources not bound by a confidentiality agreement with, or other confidentiality obligation to, any Covered Party; (ii) is or becomes publicly known through no violation of this Agreement or other non-disclosure obligation of the Subject Party or any of its Representatives; (iii) is already in the possession of the Subject Party at the time of disclosure through lawful sources not bound by a confidentiality agreement or other confidentiality obligation as evidenced by the Subject Party’s documents and records; or (iv) is required to be disclosed pursuant to an order of any administrative body or court of competent jurisdiction (provided that (A) the applicable Covered Party is given reasonable prior written notice, (B) the Subject Party cooperates (and causes its Representatives to cooperate) with any reasonable request of any Covered Party to seek to prevent or narrow such disclosure and...

From and after the Closing Date. (a) Purchaser shall indemnify, defend, and hold harmless Seller and the other Seller Indemnitees from and against any and all Claims (including without limitation reasonable attorneys fees and costs) that may be asserted against Seller or any other Seller Indemnitees by a third party or person, including without limitation the State and any other Governmental Authority, arising from or pertaining to any Environmental Condition on, under, or affecting the Premises, the remediation thereof, or compliance with any Environmental Laws, whether based on contract or tort, statute, negligence, strict liability or any other theory of recovery at law or in equity; (b) In the event that any Claims that are indemnified pursuant to Section 14.2(a) of this Agreement are made against Seller or any other Seller Indemnitee, it shall promptly provide notice thereof (the "Demand Notice") to Purchaser, whereupon Purchaser shall confirm that it shall be responsible for and shall defend such Claims ("Confirmation Notice"). If such Confirmation Notice is not provided within ten (10) days of the Demand Notice, Seller or any other Seller Indemnitee may retain counsel of its own choice and defend or at any time compromise and settle such Claims in good faith without the consent of Purchaser (except where such compromise or settlement requires entry into the Premises, in which event Purchaser's prior approval must be obtained), and on such terms as Seller or any other Seller Indemnitee may in its reasonable discretion accept. Thereupon, the reasonable cost of such defense, including reasonable attorneys fees and expenses, and the payment for or compliance with any verdict or compromise settlement that is reached, shall be the sole responsibility of Purchaser.