From and after the Closing Date. 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. (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. 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. TSR Wireless shall assume and be solely responsible for any and all Liabilities to or in respect of any TSR Paging Employee relating to or arising in connection with any and all claims for workers' compensation benefits arising in connection with any occupational injury or disease occurring or existing on or prior to the Closing Date.
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 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. 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 the Shareholders shall keep absolutely confidential all confidential or proprietary information on the Closing Date relating to or concerned with Flying Colors, including without limitation all of the Company's Trade Rights relating to Flying Colors, product information, customer and supplier lists, marketing and sales data, personnel and financing and Tax matters relating thereto. The Shareholders acknowledge that the confidentiality of all such information is absolutely essential to the operation of the Flying Colors Business. No Shareholder shall, at any time after the Closing Date, use or disclose to any Person any such information, without JAKKS' prior written consent, except as may be required by Law or an Order (in which case such Shareholder shall promptly give notice to JAKKS of any demand, subpoena, Order or legal process requiring disclosure so that JAKKS may oppose such disclosure or seek a protective Order or other confidential treatment of such information), unless (a) such use or disclosure is permitted under an Employment Agreement or (b) such use or disclosure is reasonably necessary to conduct the Divested Business or (c) such Shareholder can demonstrate that such information (i) has become, at any time after the Closing Date, generally available in the public domain or (ii) was already known to a Person to whom he discloses such information other than, in either case, through the disclosure of such information in violation of any confidentiality obligation to or
From and after the Closing Date. Seller hereby undertakes to pay to Purchaser, or at the election of Purchaser to the respective Companies or respective Designated Transferees, such amount as is necessary to indemnify the Companies from and against
(i) any and all Taxes imposed on the Companies relating to (x) any taxable period (Veranlagungszeitraum) ending on or before the Closing Date, (y) with respect to taxable periods beginning before and ending after the Closing Date, that portion of such taxable period ending on the Closing Date (such periods under (x) and (y) above together herein “Seller Period”),
(ii) any German trade tax (Gewerbesteuer) imposed on SEAS KG as a result of the sale and transfer of the SEAS KG Limited Partnership Interest to Purchaser or a Designated Transferee, as the case may be, under this Agreement,
(iii) any Taxes that are imposed on SEAS KG, SEAS Austria KG, SEAS USA, Purchaser or on a Designated Transferee, as the case may be, for taxable periods ending after the Closing Date due to any legally required reduction of the value at which the pension accruals (Pensionsrückstellungen) are recorded immediately after the sale and transfer of SEAS KG Limited Partnership Interest, the SEAS Austria KG Limited Partnership Interest and/or the SEAS USA Interest to the value pursuant to Section 6a of the German Income Tax Act (Einkommensteuergesetz, EStG) or the relevant tax value under the laws of Austria or the United States,
(iv) any Step Down Taxes (as defined hereinafter), “Step Down Taxes” shall mean the difference between (x) any Taxes imposed on SEAS KG, SEAS Austria KG, SEAS USA, Purchaser or a Designated Transferee (or any legal successor thereof) relating to the taxable periods up to seven (7) years from Closing and (y) the Taxes which would have been imposed on any of these subjects within this same period if Purchaser or a Designated Transferee had paid for the SEAS KG Limited Partnership Interest, the SEAS Austria KG Limited Partnership Interest and/or the SEAS USA Interest a purchase price in an amount not triggering a step down of the tax book values (steuerliche Buchwerte) of SEAS KG’s, SEAS Austria KG’s or SEAS USA’s assets as at Closing and a step up or recognition of liabilities or accruals as at Closing had not occurred and the payment of the CTA Pension Amount (as defined in Section 4.2 of Exhibit 15.5 to this Agreement) or the Seller Fund (if applicable, after reduction as defined in Section 6.2 of this Agreement) by Seller to SEAS KG had been trea...
