From and after the Closing Date. (a) Each of the SAC Indemnitors jointly and severally agrees to indemnify and hold the Veritas Indemnitees harmless from all Losses (other than Designated Liabilities) attributable to (i) Pre-Purchase Taxes of Seagate and the Retained Subsidiaries, and (ii) Taxes, whenever arising, of the Sold Subsidiaries or attributable to assets transferred to the Sold Subsidiaries in connection with the Stock Purchase and the Merger; provided, however, that the SAC Indemnitors shall not be obligated to indemnify the Veritas Indemnitees for any Taxes attributable to, or arising from, the transactions contemplated by the OD Documents (as defined in the Stock Purchase Agreement), other than the Split and the sale of shares of the capital stock of the Sold Subsidiaries (including any gain from any Section 338(h)(10) election made with respect to such sale).
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.(5) From and after the covenant holiday through and including fiscal quarter ending December 31, 2011, covenant levels to be as follows (to the extent not covered by the covenant holiday): Q2 2011 $67.2 million Q3 2011 $76.3 million Q4 2011 $83.8 million 2012 $120.6 million 2013 $143.9 million
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. Buyer shall cause Company to continue to employ all of the employees of the Company ("Continuing Employees") other than those employees of Company whom Buyer identifies prior to such date who will not be Continuing Employees. Buyer and Seller acknowledge that the Continuing Employees are employees at will and that the foregoing covenant of Buyer is subject to the exercise of discretion of Buyer and Company in making personnel decisions in the ordinary course. Buyer shall be responsible for any liability, cost or expense arising as a result of Company's or Buyer's termination of any Continuing Employees, including any liability under the Worker Adjustment and Retraining Notification Act or similar state or local law.
From and after the Closing Date. (a) Seller and each of its Affiliates hereby releases and forever discharges NextNet, Purchaser and all of their respective current and former members, directors, officers, employees, agents and Affiliates (each, a "Released Party") from any and all liability whatsoever (whether known or unknown, asserted or unasserted, direct or indirect, absolute or contingent, accrued or unaccrued and whether due or to become due) ("Liability") that the Released Parties may have to Seller or one of its Affiliates in its capacity as a shareholder of NextNet or otherwise, arising contemporaneously with or prior to the date hereof, or on account of or arising out of any act, omission, transaction, matter, cause or event occurring contemporaneously with or up to and including the date of this Release. Nothing in this Release shall limit in any manner any rights to (i) warranty claims or other contractual rights with respect to the sale of products from NextNet to Seller or one of its Affiliates, (ii) payment of consideration pursuant to the terms of the Purchase Agreement, and (iii) indemnification the Seller Indemnified Parties may be entitled to pursuant to Article XI of the Purchase Agreement or any other rights of Seller under the Purchase Agreement.
From and after the Closing Date the Seller and any of its affiliates hereby agrees that it will not take any action or permit or cause any action to be taken by any of its agents or affiliates, or by any independent contractors on its behalf, to personally, by telephone or mail, solicit a Mortgagor under any Mortgage Loan for the purpose of refinancing such Mortgage Loan, in whole or in part, without the prior written consent of the Purchaser. It is understood and agreed that all rights and benefits relating to the solicitation of any Mortgagors for mortgage loan products and the attendant rights, title and interest in and to the list of such Mortgagors and data relating to their Mortgages (including insurance renewal dates) shall be transferred to the Purchaser pursuant hereto on the Closing Date and neither the Seller nor any of its respective affiliates shall take any action to undermine these rights and benefits. Notwithstanding the foregoing, it is understood and agreed that the Seller or any of its respective affiliates may advertise its availability for handling refinancings of mortgages in its portfolio, including the promotion of terms it has available for such refinancings, through the sending of letters or promotional material, so long as it does not specifically target Mortgagors and so long as such promotional material either is sent to the mortgagors for all of the mortgages in the A-quality servicing portfolio of the Seller and any of its affiliates (those it owns as well as those serviced for others) or sent to all of the mortgagors who have specific types of mortgages (such as FHA, VA, conventional fixed-rate or conventional adjustable-rate), or sent to those mortgagors whose mortgages fall within specific interest rate ranges. Promotions undertaken by the Seller or by any affiliate of the Seller which are directed to the general public at large (including, without limitation, mass mailing based on commercially acquired mailing lists, newspaper, radio and television advertisements), shall not constitute solicitation under this Section 29.
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.