Common use of Indemnity by Seller Clause in Contracts

Indemnity by Seller. Seller shall indemnify and hold Purchaser and the Subsidiary harmless from and against, and shall pay to Purchaser the full amount of, any loss, claim, damage, liability or expense (including reasonable attorneys' fees) resulting to Purchaser or the Subsidiary, either directly or indirectly, from (a) any undisclosed Liabilities, contracts or commitments of Seller, including, without limitation, any commitments to existing or former employees, distributors, customers or suppliers; (b) any inaccuracy in any representation or warranty, or any breach of any covenant or agreement, by Seller contained in this Agreement or in any of the Other Agreements; and (c) any of the Liabilities, except for those specifically assumed by Purchaser pursuant to Section 2.02. Provided, however, that all losses arising under subparagraphs (a) and (b) above shall be deemed to be Special Assumed Liabilities to the extent that the aggregate amount of Special Assumed Liabilities does not exceed $250,000, as provided in Section 2.02(c)(3) above, and Seller shall be liable under subparagraphs (a) and (b) of this Section 10.02 only to the extent such losses are not deemed to be Special Assumed Liabilities. For purposes of this Section 10.02, Liabilities and other matters shall be "undisclosed" if they are not fully and specifically described on a Schedule to this Agreement. Purchaser shall give Seller prompt notice once Purchaser knows that it has any basis to assert a claim for indemnification hereunder. Such notice shall include a summary of the facts giving rise to the claim. If a claim is made against Purchaser or either of the Subsidiary for which Purchaser and the Subsidiary are entitled to indemnification under this Section 10.02, Purchaser shall provide a reasonable defense to such claim and shall pay the reasonable costs of such defense (the "Defense Costs"). If the defense is wholly successful, Purchaser and the Subsidiary shall not seek indemnification for the Defense Costs other than to setoff the amount of the Defense Costs against the Profit Sharing Arrangement. If the defense is not wholly successful, Purchaser and the Subsidiary shall be indemnified by the Seller for the amount of the settlement or judgment plus the Defense Costs.

Indemnity by Seller. Seller shall indemnify and the joint venture partners agree to indemnify, defend, and hold Purchaser harmless Buyer and its officers, directors, Affiliates, employees, attorneys, agents and shareholders (the Subsidiary harmless from "Buyer's Indemnitees") against and againstin respect of any and all claims, suits, actions, proceedings (formal and shall pay to Purchaser the full amount ofinformal), any lossinvestigations, claimjudgments, damagedeficiencies, liability or expense losses, damages, settlements, liabilities and expenses (including reasonable attorneys' fees) resulting to Purchaser or the Subsidiary, either directly or indirectly, from (a) any undisclosed Liabilities, contracts or commitments of Seller, including, without limitation, any commitments to existing reasonable legal fees and expenses of attorneys chosen by the Buyer's Indemnitees) (collectively, "Losses"), as and when incurred arising out of or former employees, distributors, customers or suppliers; based upon (b1) any inaccuracy in any representation or warranty, or any breach of any covenant representation, warranty, covenant, or agreement, by agreement of Seller contained in this Agreement or in any other agreement executed and delivered by Seller hereunder or in connection herewith, or (2) the ownership of the Other Agreements; and (c) any Assets or the conduct of the LiabilitiesCATV Business or any other matters relating to the business of Seller for the period prior to the Closing Date, except for those specifically assumed including, without limitation, any actions taken by Purchaser pursuant Seller prior to the Closing Date but which do not become effective until after the Closing Date. No indemnification shall be required to be made by Seller under this Section 2.02as a result of any breach of any representation, warranty, covenant or agreement of the Seller until the amount of Buyer's Losses under this Agreement exceed, in the aggregate, $10,000. ProvidedAt such time as such aggregate amount of Buyer's Losses exceeds $10,000, Buyer may seek to recover all of its Losses, including the first dollar thereof in accordance with the provisions of this Section, provided, however, that all losses arising under subparagraphs (a) and (b) above no indemnification shall be deemed to be Special Assumed Liabilities to the extent that the aggregate amount required in excess of Special Assumed Liabilities does not exceed $250,000, as provided in Section 2.02(c)(3) above, and Seller shall be liable under subparagraphs (a) and (b) of this Section 10.02 only to the extent such losses are not deemed to be Special Assumed Liabilities. For purposes of this Section 10.02, Liabilities and other matters shall be "undisclosed" if they are not fully and specifically described on a Schedule to this Agreement. Purchaser shall give Seller prompt notice once Purchaser knows that it has any basis to assert a claim for indemnification hereunder. Such notice shall include a summary of the facts giving rise to the claim. If a claim is made against Purchaser or either of the Subsidiary for which Purchaser and the Subsidiary are entitled to indemnification under this Section 10.02, Purchaser shall provide a reasonable defense to such claim and shall pay the reasonable costs of such defense (the "Defense Costs"). If the defense is wholly successful, Purchaser and the Subsidiary shall not seek indemnification for the Defense Costs other than to setoff the amount of the Defense Costs against consideration actually received, in the Profit Sharing Arrangementaggregate, pursuant to the Agreement. If Seller shall not be held liable for any unintentional error in any representation or warranty or any unintentional inaccuracy or incompleteness of data, information or material which it otherwise might have been liable for hereunder if, on or before 10 business days prior to the defense is not wholly successfulClosing Date, Purchaser Seller shall have provided Buyer with written notices of such error, inaccuracy or incompleteness and the Subsidiary shall be indemnified by the Seller for the amount a written statement of the settlement or judgment plus corrections necessary to cure the Defense Costssame and if, notwithstanding such notice, Buyer shall have elected to close this transaction.

Indemnity by Seller. (a) From and after the Closing, Seller shall indemnify and hold Purchaser and the Subsidiary Buyer harmless from and againstagainst any liabilities, obligations, losses, damages, costs, charges or other expenses of every kind and shall pay to Purchaser the full amount ofcharacter, any loss, claim, damage, liability or expense (including reasonable attorneys' feesfees and litigation expenses (including costs of expert witnesses) resulting and disbursements (collectively, "Damages") arising after the Closing and actually suffered by or incurred by Buyer to Purchaser the extent arising out of or as a result of (i) the Subsidiary, either directly or indirectly, from (a) any undisclosed Liabilities, contracts or commitments inaccuracy of Seller, including, without limitation, any commitments to existing or former employees, distributors, customers or suppliers; (b) any inaccuracy in any representation or warrantywarranty or the breach, nonfulfillment or any breach nonperformance of any covenant or agreement, by agreement of Seller contained in under this Agreement or in any other Transaction Document; (ii) any and all amounts which relate to liability for Taxes of the Other Agreements; Company or any Subsidiary for any period or periods ending on or before the Closing Date, excluding any Taxes that are accrued and reflected as a liability on the Interim Balance Sheet or the Closing Balance Sheet or (ciii) action by the Pennsylvania Department of Environmental Protection, Schuylkill County or Pine Grove Township for any of malodor from the LiabilitiesLandfill which occurred prior to Closing. Notwithstanding the foregoing, except for those specifically assumed Seller shall not be required to indemnify or hold harmless Buyer with respect to any loss incurred by Purchaser pursuant to Section 2.02. Provided, however, that all losses arising under subparagraphs (a) Buyer unless and (b) above shall be deemed to be Special Assumed Liabilities to the extent that until the aggregate amount of Special Assumed Liabilities does not exceed all Damages incurred by Buyer in respect of which Seller would be liable to Buyer under this Section 13.1 exceeds $250,000, as provided 500,000 (in Section 2.02(c)(3) above, and which case Seller shall be liable under subparagraphs responsible for all such Damages, subject to the terms of this Agreement), and notwithstanding anything contained herein to the contrary, the aggregate amount required to be paid by Seller pursuant to this Section 13.1 shall not exceed seventy-five percent (a) and (b75%) of this Section 10.02 only to the extent Closing Payment. Certain representations or warranties of Seller contained herein are qualified by "materiality" (such losses are not deemed to be Special Assumed Liabilitiesas, a representation that a certain condition or event has occurred or exists "in all material respects"). For purposes of determining, pursuant to Section 13.1(a), whether representations and warranties qualified by materiality are accurate or inaccurate, such representation or warranty will be deemed correct if all instances or circumstances of noncompliance, in the aggregate, result in Damages of less than $50,000. For the sake of clarity, this Section 10.02, Liabilities and other matters shall be "undisclosed" if they are not fully and specifically described on a Schedule to this Agreement. Purchaser shall give Seller prompt notice once Purchaser knows that it has any basis to assert a claim for indemnification hereunder. Such notice shall include a summary interpretation of the facts giving rise to the claim. If a claim is made against Purchaser or either phrase "in all material respects" and of the Subsidiary for which Purchaser and the Subsidiary are entitled to indemnification under this Section 10.02, Purchaser shall provide a reasonable defense to such claim and shall pay the reasonable costs of such defense (the word "Defense Costs"). If the defense is wholly successful, Purchaser and the Subsidiary material" shall not seek indemnification for be used to interpret or modify the Defense Costs parties' obligations under any provision hereof other than to setoff as set forth in Section 13.1(a)(i), including without limitation the amount of the Defense Costs against the Profit Sharing Arrangement. If the defense is not wholly successful, Purchaser parties' obligations under Sections 9.1 and the Subsidiary shall be indemnified by the Seller for the amount of the settlement or judgment plus the Defense Costs10.1 hereof.

Indemnity by Seller. Seller shall indemnify and hold Purchaser Buyer, and the Subsidiary Assets harmless from and againstagainst any and all liability, and shall pay to Purchaser the full amount of, any loss, claim, damage, liability or expense deficiency (including reasonable attorneys' fees) resulting to Purchaser or the Subsidiary, either directly or indirectly, from (a) any undisclosed Liabilities, contracts or commitments of Seller, including, without limitation, reasonable attorneys' fees and associated costs) resulting from any commitments to existing or former employeesmisrepresentation, distributors, customers or suppliers; (b) any inaccuracy in any representation or breach of warranty, or any breach nonfulfillment of any covenant or agreement, by agreement on the part of Seller contained in under this Agreement or under any certificate or other instrument furnished or to be furnished by Seller hereunder, and from the ownership, management, operations, and interests of Seller in and to the Business and the Assets, and from any act or omission of Seller or its partners, agents, employees, and independent contractors, and from any encumbrance upon, or defect in title to, the Other Agreements; Assets, and (c) any of from the Excluded Liabilities, except for those specifically assumed by Purchaser pursuant to . The indemnification in this Section 2.02. Provided, however, that all losses arising under subparagraphs (a) and (b) above 6.1 shall be deemed to divided into the following subject matter and shall be Special Assumed Liabilities to for the extent that the aggregate amount following periods: (1) indemnification for Medicare and Medicaid liability of Special Assumed Liabilities does not exceed $250,000, as provided in Section 2.02(c)(3) above, and Seller shall be liable under subparagraphs for five years after the Closing Date; (a2) and (b) indemnification for federal or state taxes, ERLSA or environmental liability of this Section 10.02 only to the extent such losses are not deemed to be Special Assumed Liabilities. For purposes of this Section 10.02, Liabilities and other matters Seller shall be "undisclosed" if they are not fully and specifically described on a Schedule for the applicable statutory period; (3) indemnification for all other liability of Seller shall be for three years after the Closing Date. To be entitled to this Agreement. Purchaser shall such indemnification, Buyer must give Seller prompt written notice once Purchaser knows that it of the assertion by a third party, to which Buyer has knowledge, of any basis claim with respect to assert which Buyer might bring a claim for indemnification hereunder. Such , and in all events must have supplied such notice shall include a summary to Seller within the applicable period for defense of the facts giving rise to the claim. If a claim is made against Purchaser or either of the Subsidiary for which Purchaser and the Subsidiary are entitled to indemnification under this Section 10.02, Purchaser shall provide a reasonable defense to such claim by Seller. Upon Seller's agreement to indemnify Buyer hereunder, Seller shall have the right, at Seller's own expense, to defend and shall pay the reasonable costs of litigate any such defense (the "Defense Costs"). If the defense is wholly successfulthird party claim; provided, Purchaser and the Subsidiary shall however, that Seller agrees not seek indemnification for the Defense Costs other than to setoff the amount of the Defense Costs against the Profit Sharing Arrangement. If the defense is not wholly successful, Purchaser and the Subsidiary shall be indemnified by the Seller for the amount of the settlement or judgment plus the Defense Costssettle any controversy that would have a negative financial impact on Buyer without Buyer's consent.

Indemnity by Seller. Subject to the provisions of this Article VIII, from and after the Closing Date, Seller shall indemnify indemnify, defend and hold harmless Purchaser and the Subsidiary harmless from and against, and shall pay to Purchaser the full amount of, any loss, claim, damage, liability or expense (including reasonable attorneys' fees) resulting to Purchaser or the Subsidiary, either directly or indirectly, from (a) any undisclosed Liabilities, contracts or commitments of Sellerits Affiliates, including, without limitation, the Company and the Subsidiaries, and their directors, officers and employees (collectively, the “Purchaser Indemnified Parties”) from and against all losses, damages, liabilities, charges, costs and expenses (including, without limitation, reasonable and documented attorneys’ fees) that a Purchaser Indemnified Party may incur or suffer (“Purchaser Losses”) which arise or result from: (a) any commitments breach of the representations and warranties made by Seller or the Company herein and in any certificate delivered pursuant Article VI (determined without regard to existing any materiality, Company Material Adverse Effect or former employeesSeller Material Adverse Effect qualifier therein (other than the reference to Company Material Adverse Effect in Section 3.19(b)), distributorsexcept for breaches of the representations and warranties in Section 3.07, customers or supplierswhich shall be governed by clause (c) below; (b) any inaccuracy breach by Seller or the Company of any of their covenants, agreements or obligations to be performed prior to the Closing or any breach by Seller of any of its covenants, agreements or obligations to be performed after the Closing; (c)(i) Taxes of the Company or any of its Subsidiaries (or any predecessors) for all taxable periods ending on or before the Closing Date (“Pre-Closing Tax Period”) and, with respect to any taxable period that begins on or before and ends after the Closing Date (a “Straddle Period”), for the portion thereof ending on the Closing Date, subject to, (x) in the case of Taxes other than federal, state, local or foreign Income Taxes, the amount of any representation reserve for such Taxes included as a Current Liability in the Final Closing Date Statement, and (y) in the case of Income Taxes with respect to periods ending prior to January 1, 2006, the amount of the reserve of such Taxes included as a Current Liability in the Final Closing Date Statement, (ii) Taxes (as a result of Treasury Regulation Section 1.1502-6 or warrantyotherwise) of Seller or any other Person (other than Purchaser, the Company or any of its Subsidiaries) which is or has ever been affiliated with the Company or any of its Subsidiaries or with whom the Company or any of its Subsidiaries otherwise joins or has ever joined (or is or has ever been required to join) in filing any consolidated, combined, unitary or aggregate Tax Return, prior to the Closing Date or as a transferee or successor, by contract or otherwise, and (iii) a breach of any of the representations or warranties contained in Section 3.07 of this Agreement; or (d) any claim, proceeding or suit brought against any of them under the Worker Adjustment Retraining and Notification Act, or any breach of any covenant similar local, state, federal or agreementforeign law (collectively, “WARN”), which relates to actions taken by Seller contained in this Agreement or in the Company or any of their respective Subsidiaries or Affiliates at, or at any time prior to, the Other Agreements; and (c) Closing with regard to any site of employment or one or more facilities or operating units within any site of employment of the Company or any of its Subsidiaries, in each case, other than with respect to any such actions taken by Seller or the Liabilities, except for those specifically assumed by Purchaser pursuant to Section 2.02. Provided, however, that all losses arising under subparagraphs (a) and (b) above shall be deemed to be Special Assumed Liabilities to Company or any of their respective Subsidiaries or Affiliates at the extent that the aggregate amount specific request of Special Assumed Liabilities does not exceed $250,000, as provided in Section 2.02(c)(3) above, and Seller shall be liable under subparagraphs (a) and (b) of this Section 10.02 only to the extent such losses are not deemed to be Special Assumed LiabilitiesPurchaser. For purposes of this Section 10.02Agreement, Liabilities and other matters shall be "undisclosed" if they are not fully and specifically described on a Schedule to this Agreement. Purchaser shall give Seller prompt notice once Purchaser knows that it has in the case of any basis to assert a claim for indemnification hereunder. Such notice shall include a summary of the facts giving rise to the claim. If a claim is made against Purchaser or either of the Subsidiary for which Purchaser and the Subsidiary are entitled to indemnification under this Section 10.02Straddle Period, Purchaser shall provide a reasonable defense to such claim and shall pay the reasonable costs of such defense (the "Defense Costs"). If the defense is wholly successful, Purchaser and the Subsidiary shall not seek indemnification for the Defense Costs other than to setoff the amount of Taxes allocable to the Defense Costs against portion of the Profit Sharing Arrangement. If Straddle Period ending on the defense is not wholly successful, Purchaser and the Subsidiary Closing Date shall be indemnified by deemed to be: (x) in the Seller for case of Taxes imposed on a periodic basis (such as real or personal property Taxes), the amount of such Taxes for the settlement entire Straddle Period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding period) multiplied by a fraction, the numerator of which is the number of calendar days in the Straddle Period ending on and including the Closing Date and the denominator of which is the number of calendar days in the entire relevant Straddle Period, and (y) in the case of Taxes not described in clause (x) above (such as franchise Taxes, Taxes that are based upon or judgment plus related to income or receipts, based upon occupancy or imposed in connection with any sale or other transfer or assignment of property (real or personal, tangible or intangible)), the Defense Costsamount of any such Taxes shall be determined as if such taxable period ended as of the close of business on the Closing Date.

Indemnity by Seller. Seller shall hereby agrees to indemnify and to hold Purchaser and the Subsidiary Buyer harmless from and againstagainst any and all injuries, losses, expenses, fees, penalties, demands, claims, actions, causes of action, judgments, assessments, damages, obligations, liabilities and costs, including all costs incurred in connection with any claim for indemnification hereunder (e.g., legal fees, accounting fees and all other costs of investigation), of every nature and description (collectively, “Losses”), and shall pay to Purchaser purchaser on demand the full amount of any such losses relating to, arising out of, or resulting from (i) any lossmaterial inaccuracy in any representation, claim, damage, liability or expense (including reasonable attorneys' fees) resulting to Purchaser or the Subsidiarybreach of any warranty, either directly covenant or indirectlyother agreement, from made by Seller in connection with this agreement or any related agreement; (aii) any undisclosed Liabilitiesfailure by Seller duly to perform or observe any term, contracts provision or commitments covenant in this agreement or any related agreement; (iii) any damages or liabilities related to employment and independent contractor related matters arising from actions prior to the Closing; (iv) obligations for taxes related to the Business or the Purchased Assets accruing or due from periods prior to the Closing; (v) any debt or obligation related to the line of Sellercredit issued to the Max Communicating Resources Company prior to the Closing; and (vi) any matter or thing, includingor any state of fact or condition, relating to Seller or the conduct of the business (other than the assumed liabilities) arising or relating to the period prior to the Closing, including without limitation, any commitments of Seller’s obligations to existing its creditors for which Buyer may become responsible as a matter of law (but excluding any matters to the extent attributable to the acts or former employees, distributors, customers or suppliersomissions of Buyer prior to the Closing for which Buyer shall indemnify Seller under Section 8.3 below); and (bviii) any inaccuracy in any representation excluded liabilities. This indemnification shall apply to all of Seller’s liabilities or warrantyobligations arising or relating to the period prior to the Closing, whether or any not known as of the closing, whether or not asserted prior to the closing, whether or not the circumstances giving rise to such indemnification continue following the Closing, whether or not a breach of any representation, warranty or covenant herein, if Buyer would become liable for any such matters by operation of law or agreement, by Seller contained otherwise. Notwithstanding any provision in this Agreement or in any of the Other Agreements; and (c) any of the Liabilities, except for those specifically assumed by Purchaser pursuant to Section 2.02. Provided, however, that all losses arising under subparagraphs (a) and (b) above shall be deemed to be Special Assumed Liabilities 8.2 to the extent that the aggregate amount of Special Assumed Liabilities does not exceed $250,000contrary, as provided Seller shall have no obligation to indemnify, defend or hold harmless Buyer from and against any claims described in Section 2.02(c)(3) above, and Seller shall be liable under subparagraphs (a) and (b) 5.21 of this Section 10.02 only to the extent such losses are not deemed to be Special Assumed Liabilities. For purposes of this Section 10.02, Liabilities and other matters shall be "undisclosed" if they are not fully and specifically described on a Schedule to this Agreement. Purchaser shall give Seller prompt notice once Purchaser knows that it has any basis to assert a claim for indemnification hereunder. Such notice shall include a summary of the facts giving rise to the claim. If a claim is made against Purchaser or either of the Subsidiary for which Purchaser and the Subsidiary are entitled to indemnification under this Section 10.02, Purchaser shall provide a reasonable defense to such claim and shall pay the reasonable costs of such defense (the "Defense Costs"). If the defense is wholly successful, Purchaser and the Subsidiary shall not seek indemnification for the Defense Costs other than to setoff the amount of the Defense Costs against the Profit Sharing Arrangement. If the defense is not wholly successful, Purchaser and the Subsidiary shall be indemnified by the Seller for the amount of the settlement or judgment plus the Defense Costs.

Indemnity by Seller. Seller shall indemnify indemnify, defend and hold Purchaser and the Subsidiary harmless from and againstBuyer, and shall pay to Purchaser its respective officers, directors, affiliates, controlling persons (if any), employees, attorneys, agents, stockholders and partners (the full amount of"Buyer Indemnitees") against and in respect of any and all claims, any losssuits, claimactions and proceedings, damageand all losses, liability or expense liabilities, Taxes, damages and expenses (including reasonable legal fees and expenses of attorneys' fees), arising out of or based upon (i) resulting any and all misrepresentations or breaches of warranty or any nonperformance or breach of any covenant or agreement of Seller contained in this Agreement, the Exhibits and Schedules hereto, the certificates required by Section 8.2 (vii) and (x), the Bill xx Sale and any other documents or instruments executed and delivered by Seller pursuant hereto, or (ii) except for the Assumed Liabilities, any liability or obligation relating to Purchaser Seller, the System or the SubsidiaryBusiness or Seller's ownership and operation of the Purchased Assets, either directly or indirectly, from (a) any undisclosed Liabilities, contracts or commitments of Sellerthe System and the Business prior to the Closing, including, without limitation, any commitments to existing or former employees, distributors, customers or suppliers; (b) any inaccuracy in any representation or warranty, or any breach of any covenant or agreement, Agreed System Upgrade Expenditures accrued but not paid by Seller contained in this Agreement or in any of the Other Agreements; and (c) any of the Liabilities, except for those specifically assumed by Purchaser pursuant to Section 2.02. Provided, however, that all losses arising under subparagraphs (a) and (b) above shall be deemed to be Special Assumed Liabilities prior to the extent that the aggregate amount of Special Assumed Liabilities does not exceed $250,000, as provided Closing which are included in Section 2.02(c)(3) above, and Seller shall be liable under subparagraphs (a) and (b) of this Section 10.02 only to the extent such losses are not deemed to be Special Assumed Liabilities. For purposes of this Section 10.02, Liabilities and other matters shall be "undisclosed" if they are not fully and specifically described on a Schedule to this Agreement. Purchaser shall give Seller prompt notice once Purchaser knows that it has any basis to assert a claim for indemnification hereunder. Such notice shall include a summary of the facts giving rise to the claim. If a claim is made against Purchaser or either of the Subsidiary for which Purchaser and the Subsidiary are entitled to indemnification under this Section 10.02, Purchaser shall provide a reasonable defense to such claim and shall pay the reasonable costs of such defense (the "Defense Costs"). If the defense is wholly successful, Purchaser and the Subsidiary shall not seek indemnification for the Defense Costs other than to setoff the amount of the Defense Costs against the Profit Sharing ArrangementCapital Expenditures Amount as finally determined. If the defense is not wholly successful, Purchaser and the Subsidiary Any indemnification payments made by Seller to Buyer shall be indemnified by deemed an adjustment to the Seller for Purchase Price. Anything to the amount contrary in this Section 11.2 notwithstanding, it is the intention of the settlement parties that Taxes subject to the indemnity provided in this Section 11.2 will not include (A) Taxes with respect to items of income earned by Buyer or judgment plus purchases or sales of goods or services made by Buyer after the Defense CostsClosing Date or (B) ad valorem Taxes accruing with respect to Buyer's assets and properties after the Closing Date.

Indemnity by Seller. Subject to the terms and conditions of this ------------------- Section 12, Seller shall indemnify hereby agrees to indemnify, defend and hold Purchaser and harmless Buyer at any time after the Subsidiary harmless Closing, from and against all Damages, asserted against, and shall pay to Purchaser the full amount ofresulting to, any lossimposed upon or incurred by Buyer, claim, damage, liability or expense (including reasonable attorneys' fees) resulting to Purchaser or the Subsidiary, either directly or indirectly, by reason of or resulting from (a) any undisclosed liabilities or obligations of Seller or a Control Person of Seller which are not Assumed Liabilities, contracts or commitments of Seller, including, without limitation, any commitments to existing or former employees, distributors, customers or suppliers; (b) any inaccuracy in a breach of any representation or warranty, warranty of Seller contained in or made pursuant to this Agreement (but not including any breach "known to Buyer" (as defined below) as of the Effective Time or the Closing Date and Buyer hereby expressly agrees to waive any claim against Seller with respect to any such breach known to Buyer); (c) the breach by Seller of any covenant or agreement, by agreement of Seller contained in or made pursuant to this Agreement or in any of the Other AgreementsAgreement; and (cd) any liability for brokerage or finders' fees or other commissions based on agreements, arrangements or understandings made by Seller for services rendered for or on behalf of Seller in connection with the transactions contemplated hereby; or (e) any failure (other than with regard to Assumed Liabilities, except for those specifically assumed by Purchaser pursuant ) to Section 2.02. Providedcomply with any "bulk sales" or similar laws applicable to the transactions contemplated hereby; provided, however, that all losses arising under subparagraphs (a) and (b) above shall be deemed to be Special Assumed Liabilities to the extent that the aggregate amount of Special Assumed Liabilities does not exceed $250,000, as provided in Section 2.02(c)(3) above, and Seller shall be liable under subparagraphs (a) and (b) of this Section 10.02 only 12.01 shall not apply to On-Site Damages (which are the extent such losses subject of Section 8.13) or 540 Patent Damages (which are not deemed to be Special Assumed Liabilitiesthe subject of Section 8.14). For purposes of this Section 10.0212.01, Liabilities and other matters shall be "undisclosedknown to Buyer" if they are not fully and specifically described on a Schedule means any information known (without any duty of independent inquiry) to this Agreement. Purchaser shall give Seller prompt notice once Purchaser knows that it has any basis to assert a claim for indemnification hereunder. Such notice shall include a summary of the facts giving rise following persons (such knowledge to the claim. If a claim is made against Purchaser or either of the Subsidiary for which Purchaser be actual and the Subsidiary are entitled to indemnification under this Section 10.02not imputed): Xxxxxxx X. Xxxxxxxx, Purchaser shall provide a reasonable defense to such claim Xxxxx X. Xxxxx, Xxxx Xxxxxxxxx, Xxxx X. Xxxxxx, Xxx Xxxxxx, Xxxx Xxxxxxxx, Xxxxx Xxxxxxx, Xxxx Xxxxxxxxx, Xxxxxxx Xxxxxx, Xxxxxxxxx Xxxxxxxxxxx and shall pay the reasonable costs of such defense (the "Defense Costs"). If the defense is wholly successful, Purchaser and the Subsidiary shall not seek indemnification for the Defense Costs other than to setoff the amount of the Defense Costs against the Profit Sharing Arrangement. If the defense is not wholly successful, Purchaser and the Subsidiary shall be indemnified by the Seller for the amount of the settlement or judgment plus the Defense CostsXxxx Xxxx.

Indemnity by Seller. Seller shall indemnify hereby agrees to indemnify, defend and ------------------- hold Purchaser and the Subsidiary Buyer harmless from and againstagainst any and all claims, demands, obligations, losses, liabilities, damages, recoveries and shall pay to Purchaser the full amount ofdeficiencies, any lossincluding interest, claim, damage, liability or expense (including penalties and reasonable attorneys' fees) resulting to Purchaser or , costs and expenses, which Buyer may suffer as a result of the Subsidiary, either directly or indirectly, from (a) untruth of any undisclosed Liabilities, contracts or commitments of Seller, including, without limitation, any commitments to existing or former employees, distributors, customers or suppliers; (b) any inaccuracy in any representation or warrantythe representations made herein, or any breach default by Seller in the performance of any covenant of its commitments, covenants or agreementconditions under this Agreement, or for any liabilities which may arise from operation or ownership of the Property by Seller contained in this Agreement or in prior to the Effective Date. For the purposes hereof, any of the Other Agreements; and (c) any of the Liabilities, except for those specifically assumed by Purchaser pursuant to Section 2.02. Provided, however, that all losses arising under subparagraphs (a) and (b) above representation shall be deemed to be Special Assumed Liabilities inaccurate if it omits to state any fact which is necessary in order to make the extent that the aggregate amount statements contained therein not false or misleading. The rights of Special Assumed Liabilities does not exceed $250,000, as provided in Section 2.02(c)(3) above, and Seller shall be liable under subparagraphs (a) and (b) of this Section 10.02 only to the extent such losses are not deemed to be Special Assumed Liabilities. For purposes of this Section 10.02, Liabilities and other matters shall be "undisclosed" if they are not fully and specifically described on a Schedule to this Agreement. Purchaser shall give Seller prompt notice once Purchaser knows that it has any basis to assert a claim for indemnification hereunder. Such notice shall include a summary of the facts giving rise to the claim. If a claim is made against Purchaser or either of the Subsidiary for which Purchaser and the Subsidiary are entitled to indemnification Buyer under this Section 10.0211.01 are without prejudice to any other remedies not inconsistent herewith which Buyer may have against Seller. Seller hereby indemnifies and agrees to defend and hold Buyer harmless from any and all claims, Purchaser shall provide demands, obligations, losses, liabilities, damages, recoveries and deficiencies except as stated in Section 3.16(a) (including interest, penalties, reasonable attorneys' fees, costs and expenses) which Buyer may suffer as a reasonable defense result of Seller's failure to file cost reimbursement reports with all written proposed audit adjustments to such claim and shall pay the reasonable costs of such defense (the "Defense Costs"). If the defense is wholly successful, Purchaser and the Subsidiary shall not seek indemnification cost reports for the Defense Costs other than to setoff the amount period of its operation of the Defense Costs against Facility, or its failure to correct any deficiencies with respect to such reports, or its failure to accurately compute and xxxx charges for reimbursement which results in liability for any overcharge, or as a result of any liability arising pursuant to Section 1128A of the Profit Sharing Arrangement. If the defense is not wholly successful, Purchaser and the Subsidiary shall be indemnified by the Seller Social Security Act for the amount period of its operation of the settlement or judgment plus Facility. This indemnification shall survive for a term of one (1) year from the Defense CostsClosing date.

Indemnity by Seller. Subject to the terms and conditions of this ------------------- Section 9, Seller shall indemnify hereby agrees to indemnify, defend and hold Purchaser harmless Buyer and its affiliates and each of their respective members, officers, directors, employees, stockholders, agents and representatives at any time after the Subsidiary harmless Closing, from and against all demands, claims, actions or causes of action, assessments, losses, damages, liabilities, obligations, penalties, fines, costs and expenses (including without limitation reasonable fees and expenses of counsel) ("Damages") asserted against, and shall pay to Purchaser the full amount ofresulting from, any lossimposed upon or incurred by Buyer, claim, damage, liability or expense (including reasonable attorneys' fees) resulting to Purchaser or the Subsidiary, either directly or indirectly, from by reason of or resulting from: (a) any undisclosed liabilities or obligations of Seller which are not Assumed Liabilities, contracts or commitments of Seller, including, without limitation, any commitments to existing or former employees, distributors, customers or suppliers; (b) any inaccuracy in a breach of any representation or warranty, warranty of Seller contained in or any made pursuant to Section 5.15 (Environmental Matters) and Section 5.16 (Assets Sufficient to Operate Business); (c) the breach by Seller of any covenant or agreement, by agreement of Seller contained in or made pursuant to this Agreement or in any agreement delivered in connection herewith; (d) any liability for brokerage, financial advisory or finders' fees or other commissions based on agreements, arrangements or understandings made by Seller for services rendered for or on behalf of Seller in connection with the Other Agreementstransactions contemplated hereby; (e) the failure to comply with statutory provisions relating to bulk sales and transfers, if applicable; and (cf) the failure of Seller to comply with the reasonable requests of Buyer necessary to satisfy any applicable statutory or other governmental provisions relating to transfers of stock of foreign entities. Any claim or claims for Damages made by Buyer that are based upon a breach of any of the Liabilities, except for those specifically assumed by Purchaser pursuant to representations or warranties in Section 2.02. Provided, however, that all losses arising under subparagraphs (a) and (b) above 5.15 or Section 5.16 during the Survival Period shall be deemed to be Special Assumed Liabilities to the extent that the aggregate amount of Special Assumed Liabilities does not exceed $250,000treated, until paid in full by Seller, as provided claims for administrative expenses in Section 2.02(c)(3) above, and Seller shall be liable under subparagraphs (a) and (b) of this Section 10.02 only to the extent such losses are not deemed to be Special Assumed Liabilities. For purposes of this Section 10.02, Liabilities and Case with priority over all other matters shall be "undisclosed" if they are not fully and specifically described on a Schedule to this Agreement. Purchaser shall give Seller prompt notice once Purchaser knows that it has any basis to assert a claim claims for indemnification hereunder. Such notice shall include a summary of the facts giving rise to the claim. If a claim is made against Purchaser or either of the Subsidiary for which Purchaser and the Subsidiary are entitled to indemnification under this Section 10.02, Purchaser shall provide a reasonable defense to such claim and shall pay the reasonable costs of such defense (the "Defense Costs"). If the defense is wholly successful, Purchaser and the Subsidiary shall not seek indemnification for the Defense Costs administrative expenses other than to setoff the amount of the Defense Costs against the Profit Sharing Arrangement. If the defense is not wholly successful, Purchaser and the Subsidiary shall be indemnified by the Seller for the amount of the settlement or judgment plus the Defense Costsany claim asserted under Section 2.3.2 hereof.

Indemnity by Seller. (a) The Seller shall indemnify and hold Purchaser the Administrative Agent, the Facility Agents, the Purchasers, the Support Providers and the Subsidiary harmless XX Xxxxx and their respective assigns, officers, directors and employees (each, an “Indemnified Party”) against all liabilities, claims, damages, costs, expenses, or losses (“Losses”) associated with the Facility, excluding, however, (i) Losses to the extent resulting from the gross negligence or willful misconduct of the Indemnified Party or the Indemnified Party’s breach of contract under any Transaction Document or any document delivered pursuant to any of the Transaction Documents, (ii) recourse (except as provided in this Agreement) for uncollectable Receivables or (iii) Losses that are due to or relate to Taxes (which are addressed in Section 10.02). -110- Without limiting the foregoing, the Seller shall indemnify the Indemnified Parties for all Losses resulting from: (i) False or incorrect representations, warranties or certifications of any Xxxxxxxx Party in any Transaction Document or any document delivered pursuant to any of the Transaction Documents; (ii) Failure by any Xxxxxxxx Party to comply with applicable law, rules or regulations related to the Receivables; (iii) Failure to vest in the Administrative Agent (for the benefit of the Purchasers and againstthe XX Xxxxx) a first priority perfected ownership or security interest in the Receivables, the Related Security and shall pay the Collections, free and clear of any Liens; (iv) Failure to Purchaser the full amount offile, or delay in filing, any lossfinancing statements or similar instruments or documents under the UCC of any applicable jurisdiction or other applicable laws with respect to the Receivables, claim, damage, liability or expense (including reasonable attorneys' fees) resulting to Purchaser the Related Security or the SubsidiaryCollections; (v) Any dispute, either directly claim or indirectly, from defense of an Obligor (aother than discharge in bankruptcy) to the payment of any undisclosed Liabilities, contracts or commitments of Seller, Receivable including, without limitation, any commitments to existing a defense based on such Receivable or former employeesthe related Contract not being a legal, distributors, customers valid or suppliers; (b) any inaccuracy in any representation or warrantybinding obligation of such Obligor, or any breach other claim resulting from the sale of the goods or services related to such Receivable or the furnishing or failure to furnish such goods or services or relating to collection activities with respect to such Receivable or any Contract related thereto, or any adjustment, cash discount, warranty, rebate, return of product or cancellation with respect to such Receivable; (vi) Failure by any Xxxxxxxx Party to perform any of their respective duties or other obligations or comply with any of their respective covenants under the Transaction Documents; (vii) Any products liability, personal injury or damage suit, environmental or other claim by an Obligor or other third party arising out of the goods or services which are the subject of any covenant Receivable; (viii) Any third party investigation, litigation or agreement, by Seller contained in proceeding (actual or threatened) related to this Agreement or any other Transaction Document or the transactions contemplated hereby or thereby, or the use of proceeds of Purchases under this Agreement or the draw under any Letter of Credit, or in respect of any Receivable; (ix) Commingling of Collections with any other funds of any Xxxxxxxx Party or any set-off against Collections by any credit card servicers; (x) Third party claims arising from the Seller’s, any Originator’s or the Servicer’s administration of the Other Agreements; and (c) any of the Liabilities, except for those specifically assumed by Purchaser pursuant to Section 2.02. Provided, however, that all losses arising under subparagraphs (a) and (b) above shall be deemed to be Special Assumed Liabilities to the extent that the aggregate amount of Special Assumed Liabilities does not exceed $250,000, as provided in Section 2.02(c)(3) above, and Seller shall be liable under subparagraphs (a) and (b) of this Section 10.02 only to the extent such losses are not deemed to be Special Assumed Liabilities. For purposes of this Section 10.02, Liabilities and other matters shall be "undisclosed" if they are not fully and specifically described on a Schedule to this Agreement. Purchaser shall give Seller prompt notice once Purchaser knows that it has any basis to assert a claim for indemnification hereunder. Such notice shall include a summary of the facts giving rise to the claim. If a claim is made against Purchaser or either of the Subsidiary for which Purchaser and the Subsidiary are entitled to indemnification under this Section 10.02, Purchaser shall provide a reasonable defense to such claim and shall pay the reasonable costs of such defense (the "Defense Costs"). If the defense is wholly successful, Purchaser and the Subsidiary shall not seek indemnification for the Defense Costs other than to setoff the amount of the Defense Costs against the Profit Sharing Arrangement. If the defense is not wholly successful, Purchaser and the Subsidiary shall be indemnified by the Seller for the amount of the settlement or judgment plus the Defense Costs.Receivables;

Indemnity by Seller. Seller shall indemnify hereby agrees to indemnify, defend and hold Purchaser and the Subsidiary Buyer harmless from and againstagainst any and all claims, demands, obligations, losses, liabilities, damages, recoveries and shall pay to Purchaser the full amount ofdeficiencies, any lossincluding interest, claim, damage, liability or expense (including penalties and reasonable attorneys' fees) resulting to Purchaser or , costs and expenses, which Buyer may suffer as a result of the Subsidiary, either directly or indirectly, from (a) untruth of any undisclosed Liabilities, contracts or commitments of Seller, including, without limitation, any commitments to existing or former employees, distributors, customers or suppliers; (b) any inaccuracy in any representation or warrantythe representations made herein, or any breach default by Seller in the performance of any covenant of its commitments, covenants or agreementconditions under this Agreement, or for any liabilities which may arise from operation or ownership of the Property by Seller contained in this Agreement or in prior to the Effective Date. For the purposes hereof, any of the Other Agreements; and (c) any of the Liabilities, except for those specifically assumed by Purchaser pursuant to Section 2.02. Provided, however, that all losses arising under subparagraphs (a) and (b) above representation shall be deemed to be Special Assumed Liabilities inaccurate if it omits to state any fact which is necessary in order to make the extent that the aggregate amount statements contained therein not false or misleading. The rights of Special Assumed Liabilities does not exceed $250,000, as provided in Section 2.02(c)(3) above, and Seller shall be liable under subparagraphs (a) and (b) of this Section 10.02 only to the extent such losses are not deemed to be Special Assumed Liabilities. For purposes of this Section 10.02, Liabilities and other matters shall be "undisclosed" if they are not fully and specifically described on a Schedule to this Agreement. Purchaser shall give Seller prompt notice once Purchaser knows that it has any basis to assert a claim for indemnification hereunder. Such notice shall include a summary of the facts giving rise to the claim. If a claim is made against Purchaser or either of the Subsidiary for which Purchaser and the Subsidiary are entitled to indemnification Buyer under this Section 10.0211.01 are without prejudice to any other remedies not inconsistent herewith which Buyer may have against Seller. Seller hereby indemnities and agrees to defend and hold Buyer harmless from any and all claims, Purchaser shall provide demands, obligations, losses, liabilities, damages, recoveries and deficiencies except as stated in Section 3.16(a) (including interest, penalties, reasonable attorneys' fees, costs and expenses) which Buyer may suffer as a reasonable defense result of Seller's failure to file cost reimbursement reports with all written proposed audit adjustments to such claim and shall pay the reasonable costs of such defense (the "Defense Costs"). If the defense is wholly successful, Purchaser and the Subsidiary shall not seek indemnification cost reports for the Defense Costs other than to setoff the amount period of its operation of the Defense Costs against Facility, or its failure to correct any deficiencies with respect to such reports, or its failure to accurately compute and bill xxxrges for reimbursement which results in liability for any overcharge, or as a result of any liability arising pursuant to Section 1128A of the Profit Sharing Arrangement. If the defense is not wholly successful, Purchaser and the Subsidiary shall be indemnified by the Seller Social Security Act for the amount period of its operation of the settlement or judgment plus Facility. This indemnification shall survive for a term of one (1) year from the Defense CostsClosing date.

Indemnity by Seller. Seller shall indemnify hereby agrees, after the Close of Escrow, at its sole cost and expense, to indemnify, protect, defend (with counsel of Buyer's choice), and hold Purchaser Buyer, its successors and the Subsidiary harmless assigns, partners, shareholders, officers and/or directors, from and against any and all claims, demands, damages, losses, liabilities, obligations, penalties, fines, actions, causes of action, judgments, suits, proceedings, costs, disbursements and expenses (including, without limitation, attorneys' and experts' reasonable fees and costs) of any kind or nature whatsoever which may at any time be imposed upon, incurred or suffered by, or asserted or awarded against, Buyer, or its successors and shall pay assigns, partners, shareholders, officers and/or directors relating to Purchaser or arising from (i) the full amount of, any loss, claim, damage, liability or expense (including reasonable attorneys' fees) resulting to Purchaser Property or the Subsidiaryownership or operation thereof on or before the Close of Escrow, either directly (ii) the use on or indirectly, from (a) before the Close of Escrow of the Property by any undisclosed Liabilities, contracts or commitments of Sellerthird party, including, without limitation, any commitments to existing invitee or former employeeslicensee of Seller, distributors, customers or suppliers; (biii) any inaccuracy in any representation or warranty, or any breach of any covenant or covenant, agreement, by representation or warranty of Seller contained in this Agreement Agreement; (iv) the presence, use, handling, storage, disposal or in release on or before the Close of Escrow of Hazardous Materials on, under or about the Property and (v) the violation of any federal, state or local law, ordinance or regulation, occurring or allegedly occurring with respect to the Property prior to the Close of Escrow. The indemnity by Seller herein contained shall survive the Close of Escrow and the recordation of the Other Agreements; Grant Deed for a period of three (3) years. Notwithstanding the foregoing three-year limitation, the indemnification regarding the Encroachment set forth in Section 13.7 hereof shall survive the Close of Escrow and (c) any the recordation of the Liabilities, except for those specifically assumed by Purchaser pursuant to Section 2.02Grant Deed in perpetuity. Provided, however, that all losses arising under subparagraphs (a) and (b) above shall be deemed to be Special Assumed Liabilities Notwithstanding anything in this Agreement to the extent that the aggregate amount of Special Assumed Liabilities does not exceed $250,000contrary, as provided if, in Section 2.02(c)(3) aboveBuyer's good faith belief, and Seller shall be liable under subparagraphs (a) and (b) of this Section 10.02 only to the extent such losses are not deemed to be Special Assumed Liabilities. For purposes of this Section 10.02, Liabilities and other matters shall be "undisclosed" if they are not fully and specifically described on a Schedule to this Agreement. Purchaser shall give Seller prompt notice once Purchaser knows that it has any basis to assert a claim for indemnification hereunder. Such notice shall include a summary of the facts giving rise to the claim. If a claim Buyer is made against Purchaser or either of the Subsidiary for which Purchaser and the Subsidiary are entitled to indemnification indemnification, reimbursement, or payment from Seller hereunder or otherwise under this Section 10.02the Stock Purchase Agreement, Purchaser then in addition to any other remedies which Buyer may have available to it, Buyer shall provide a reasonable defense have the right to such claim and shall pay set off the reasonable costs of such defense (the "Defense Costs"). If the defense is wholly successful, Purchaser and the Subsidiary shall not seek indemnification for the Defense Costs other than to setoff the entire amount of the Defense Costs thereof against the Profit Sharing Arrangement. If amounts, if any, which Buyer shall owe at such time or from time to time thereafter to Seller under the defense is not wholly successful, Purchaser and the Subsidiary shall be indemnified by the Seller for the amount of the settlement or judgment plus the Defense CostsReal Estate Note.

Indemnity by Seller. Seller shall will indemnify and hold Purchaser harmless the Buyer (for purposes of this paragraph, the term the "Buyer" shall include the directors, officers, shareholders, employees and agents of the Subsidiary harmless Buyer and any persons or entities owned or controlled by, owning or controlling, or under common control or affiliated with Buyer) from and against, and shall pay to Purchaser the full amount ofreimburse them for, any lossall claims, claimdemands, damageliabilities, liability or expense losses, damages, causes of action, judgments, penalties, costs and expenses (including reasonable attorneys' fees) resulting to Purchaser or the Subsidiary, either directly or indirectly, from (a) any undisclosed Liabilities, contracts or commitments of Seller, including, without limitation, any commitments to existing reasonable attorney's fees) which may be imposed upon, asserted against or former employeesincurred or paid by them by reason of, distributors, customers or suppliers; (b) any inaccuracy in any representation or warranty, or any breach on account of any covenant or agreement, by Seller contained in this Agreement or in any of the Other Agreements; and connection with (ci) any of the Excluded Liabilities, except for those specifically assumed by Purchaser pursuant (ii) any fee, commission or other payment payable to Section 2.02. Providedany investment banker, however, that all losses arising under subparagraphs broker or finder either (a) and retained by Seller or (b) above claiming by, through or under Seller and (iii) subject to Section 11.4 and if, and only if, the Closing occurs, any breach by Seller of any representation or warranty of Seller set forth in this Agreement (collectively, the "Seller Indemnified Liabilities"). In the event that Buyer shall be deemed named in any lawsuit or legal proceeding with respect to be Special Assumed Liabilities any Seller Indemnified Liabilities, then, Seller, at Seller's sole expense, will indemnify, assume the defense thereof and will hold harmless and defend Buyer from all Seller Indemnified Liabilities, including interest, penalties and reasonable attorneys' fees and disbursements related thereto. If Buyer is so named, Seller shall promptly give Buyer written notice of Seller's choice of legal counsel to the extent that the aggregate amount of Special Assumed Liabilities does not exceed $250,000, as provided defend in Section 2.02(c)(3) abovesuch lawsuit or legal proceeding, and Buyer may reasonably disapprove, within five days of receipt of such written notice, such selection of legal counsel, in which case Seller shall be liable under subparagraphs (aobligated to retain new legal counsel, again subject to Buyer's reasonable disapproval) and (b) substitute such counsel in the proceeding. The foregoing covenants of Seller set forth in this Section 10.02 only to 7.4 shall survive the extent such losses are not deemed to be Special Assumed Liabilities. For purposes of this Section 10.02, Liabilities and other matters shall be "undisclosed" if they are not fully and specifically described on a Schedule to this Agreement. Purchaser shall give Seller prompt notice once Purchaser knows that it has any basis to assert a claim Closing for indemnification hereunder. Such notice shall include a summary of the facts giving rise to the claim. If a claim is made against Purchaser or either of the Subsidiary for which Purchaser and the Subsidiary are entitled to indemnification under this Section 10.02, Purchaser shall provide a reasonable defense to such claim and shall pay the reasonable costs of such defense (the "Defense Costs"). If the defense is wholly successful, Purchaser and the Subsidiary shall not seek indemnification for the Defense Costs other than to setoff the amount of the Defense Costs against the Profit Sharing Arrangement. If the defense is not wholly successful, Purchaser and the Subsidiary shall be indemnified by the Seller for the amount of the settlement or judgment plus the Defense Costsall purposes.

Indemnity by Seller. Seller shall indemnify will at all times be deemed to be performing as an independent contractor and not as an agent or employee of Buyer. The acts and omissions of Seller’s employees and agents and subcontractors of any tier will be deemed to be those of Seller. Seller will indemnify, defend and hold Purchaser harmless Buyer and the Subsidiary harmless its directors, officers, employees, agents, employees, successors and assigns (“Buyer Indemnified Parties”) from and againstagainst any and all liability, damages, losses, claims, demands, judgments, reasonable costs and shall pay expenses of every nature and kind (“Losses”) by reason of injury to Purchaser or death of any person or damage to or destruction of property to the full amount ofextent arising out of the negligent, any loss, claim, damage, liability wrongful or expense (including reasonable attorneys' fees) resulting to Purchaser tortuous acts or the Subsidiary, either directly or indirectly, from (a) any undisclosed Liabilities, contracts or commitments omissions of Seller, including, without limitation, any commitments to existing or former its employees, distributorssubcontractors or agents in performance under this Agreement; provided that the aggregate amount which Seller may be obligated to pay pursuant to this Section 13.1 with respect to any act or omission, customers or suppliers; shall not exceed the sum of One Million (b$1,000,000) Dollars. Seller shall also indemnify, defend and hold harmless the Buyer Indemnified Parties for any inaccuracy in any representation or warrantyand all Losses arising out of, related to, or any in connection with a breach by the Seller of any covenant or agreement, by Seller the representations and warranties contained in this Agreement or in any of the Other AgreementsSection 10.4 hereof; and (c) any of the Liabilities, except for those specifically assumed by Purchaser pursuant to Section 2.02. Providedprovided, however, that all losses arising under subparagraphs the indemnification provided shall be solely with respect to Damages (aas that term is defined in Section 10.7 hereof) and (b) above shall be deemed to be Special Assumed Liabilities to the extent that the aggregate amount of Special Assumed Liabilities does not exceed $250,000, as provided in Section 2.02(c)(3) above, and Seller shall be liable under subparagraphs (a) and (b) of this Section 10.02 only to the extent such losses are not deemed to be Special Assumed Liabilities. For purposes of this Section 10.02, Liabilities and other matters shall be "undisclosed" if they are not fully and specifically described on a Schedule to this Agreement. Purchaser shall give Seller prompt notice once Purchaser knows that it has any basis to assert a claim for indemnification hereunder. Such notice shall include a summary of the facts giving rise to the claim. If a claim is made against Purchaser or either of the Subsidiary for which Purchaser and the Subsidiary are entitled to indemnification under this Section 10.02, Purchaser shall provide a reasonable defense to such claim and shall pay the reasonable costs of such defense (the "Defense Costs"). If the defense is wholly successful, Purchaser and the Subsidiary shall not seek indemnification for the Defense Costs other than to setoff the amount of such indemnification shall not exceed the Defense Costs against sum of $5,000,000 per occurrence or $6,000,000 in the Profit Sharing Arrangementaggregate for acts or omissions occurring in any one year. If the defense is not wholly successfulSeller will not, Purchaser however, be responsible for any such losses, liabilities, claims, judgments, costs, demands and the Subsidiary shall be indemnified expense caused by the Seller for the amount sole negligence or willful misconduct of the settlement Buyer, its directors, officers or judgment plus the Defense Costsemployees.

Indemnity by Seller. (a) Seller shall hereby agrees to indemnify and to hold Purchaser and the Subsidiary Buyer harmless from and againstagainst any and all actual financial injuries, losses, expenses, fees, penalties, demands, claims, actions, causes of action, judgments, assessments, damages, obligations, liabilities and reasonable costs of every nature and description (collectively, "Losses"), and shall pay to Purchaser Buyer on demand the full amount of any such Losses relating to, arising out of, any loss, claim, damage, liability or expense (including reasonable attorneys' fees) resulting to Purchaser or the Subsidiary, either directly or indirectly, from (a) any undisclosed Liabilities, contracts or commitments of Seller, including, without limitation, any commitments to existing or former employees, distributors, customers or suppliers; (bi) any inaccuracy in any representation or warrantyrepresentation, or any the breach of any warranty, covenant or other agreement, made by Seller contained in connection with this Agreement or any other written agreement, document or certificate delivered in connection with the Closing; (ii) any failure by Seller duly to perform or observe any term, provision or covenant in this Agreement or any other written agreement, document or certificate delivered in connection herewith; (iii) any of Seller's obligations to its creditors for which Buyer may become responsible as a matter of law by reason of the Other Agreementsparties' failure to comply with the provisions of any applicable bulk sales laws; (iv) any Excluded Liability; and (cv) any Interim Period Excluded Liability. By way of further clarification of the Liabilitiesforegoing subsections (iii), except for those specifically assumed by Purchaser pursuant to Section 2.02. Provided, however, that all losses arising under subparagraphs (aiv) and (b) above v), this indemnification shall be deemed apply to be Special Assumed Liabilities all of Seller's liabilities or obligations arising or relating to the extent that the aggregate amount of Special Assumed Liabilities does not exceed $250,000, as provided in Section 2.02(c)(3) above, and Seller shall be liable under subparagraphs (a) and (b) of this Section 10.02 only period prior to the extent such losses Effective Date that are not deemed to be Special Assumed Liabilities. For purposes of this Section 10.02expressly assumed by Buyer hereunder, Liabilities and other matters shall be "undisclosed" if they are whether or not fully and specifically described on a Schedule to this Agreement. Purchaser shall give Seller prompt notice once Purchaser knows that it has any basis to assert a claim for indemnification hereunder. Such notice shall include a summary known as of the facts Effective Date, whether or not asserted prior to the Effective Date, whether or not the circumstances giving rise to such indemnification continue following the claim. If a claim is made against Purchaser Effective Date, and whether or either not Buyer would become liable for any such matters by operation of the Subsidiary for which Purchaser and the Subsidiary are entitled to indemnification under this Section 10.02, Purchaser shall provide a reasonable defense to such claim and shall pay the reasonable costs of such defense (the "Defense Costs"). If the defense is wholly successful, Purchaser and the Subsidiary shall not seek indemnification for the Defense Costs other than to setoff the amount of the Defense Costs against the Profit Sharing Arrangement. If the defense is not wholly successful, Purchaser and the Subsidiary shall be indemnified by the Seller for the amount of the settlement law or judgment plus the Defense Costsotherwise.

Indemnity by Seller. Seller shall indemnify hereby agrees to indemnify, defend and hold Purchaser harmless Buyer and its directors, officers, employees, agents and affiliates (the Subsidiary harmless from "Buyer Indemnitees") against and againstin respect of, and shall pay to Purchaser and reimburse the full amount ofBuyer Indemnitees for, any lossall liabilities, claimdamages, damagelosses (other than diminution of value), liability or expense expenses, and costs (including reasonable attorneys' fees) and accountants' fees and expenses), whether or not resulting to Purchaser from third party claims, net of any insurance proceeds received (collectively, "Buyer Losses"), as a result of or the Subsidiary, either directly or indirectly, from arising out of (a) the inaccuracy of any undisclosed Liabilities, contracts representation or commitments of Seller, including, without limitation, any commitments to existing or former employees, distributors, customers or suppliers; warranty made by Seller herein (b) any inaccuracy in any representation breach or warranty, or any breach nonfulfillment after the Closing of any agreement or covenant or agreement, by of Seller contained in this Agreement herein or in any of agreement or instrument required to be entered into in connection herewith that survives the Other AgreementsClosing; and (c) any lawsuit or claim by any shareholder of Seller in its capacity as a shareholder of Seller relating to or in any way arising out of the Liabilitiestransactions contemplated by this Agreement, except for those specifically assumed by Purchaser pursuant to Section 2.02. Provided, however, that all losses arising under subparagraphs (a) and (b) above shall be deemed to be Special Assumed Liabilities to the extent any such lawsuit or claim arises from a breach of this Agreement by Xxxxx. Seller shall be required to indemnify and hold harmless the Buyer Indemnitees under this Section 6.2 with respect to a particular Buyer Loss attributable or arising out of any breach of the representations or warranties of Seller under this Agreement only in the event that the aggregate amount of Special Assumed Liabilities does not exceed all Buyer Losses theretofore incurred exceeds the amount of $250,000150,000 (the "Basket"). In the event that the aggregate amount of Buyer Losses exceeds such Basket, as provided in Section 2.02(c)(3) aboveall Buyer Losses, and including Buyer Losses taken into account for purposes of determining whether such Basket has been met, will be subject to indemnification. In no event shall the amount of Buyer Losses required to be indemnified by Seller shall be liable under subparagraphs (a) and (b) the provisions of this Section 10.02 only 6.2 exceed $1,500,000. Nothing in the preceding three sentences shall limit Seller's liability under this Section 6.2 for Buyer Losses attributable or arising out of any fraud by Seller. The indemnification provided for in this Section 6.2 shall terminate on August 16, 2003 (and no claims shall be made by any Buyer Indemnitee under this Section 6.2 thereafter) except that: (i) any Buyer Loss of which any Buyer Indemnitee has notified Seller in accordance with the requirements of Section 6.4 on or prior to the extent date such losses are not deemed indemnification would otherwise terminate in accordance with this Section 6.2, as to be Special Assumed Liabilities. For purposes which the obligation of Seller shall continue until the liability of Seller shall have been determined pursuant to this Section 6.2 or Seller shall have reimbursed the Buyer Indemnitees for the full amount of such Buyer Loss in accordance with this Section 6.2; (ii) the indemnification and payments by Seller shall continue until the expiration of the applicable statute of limitations as to Buyer Losses attributable to or arising out of any fraud by Seller; and (iii) the indemnification and payments by Seller shall continue until the expiration of the applicable statute of limitations as to Buyer Losses attributable to or arising out of a breach of any representations or warranties of Seller contained in Sections 3.2, 3.5 or 3.6 of this Section 10.02Agreement; provided, Liabilities and other matters however, that a Buyer Indemnitee shall not be "undisclosed" if they are not fully and specifically described on a Schedule entitled to this Agreement. Purchaser shall give indemnification from Seller prompt notice once Purchaser knows in the event that it has any basis to assert a the subject claim for indemnification hereunder. Such relates to any claim and such Buyer Indemnitee delayed giving notice shall include a summary of the facts giving rise thereof to Seller to such an extent as to cause material prejudice to the defense of such claim. If a claim is made against Purchaser or either of the Subsidiary for which Purchaser and the Subsidiary are entitled to indemnification under The indemnity provided by this Section 10.02, Purchaser shall provide a reasonable defense 1.4 is subject to such claim and shall pay the reasonable costs of such defense (the "Defense Costs"). If the defense is wholly successful, Purchaser and the Subsidiary shall not seek indemnification for the Defense Costs other than to setoff the amount of the Defense Costs against the Profit Sharing Arrangement. If the defense is not wholly successful, Purchaser and the Subsidiary shall be indemnified by the Seller for the amount of the settlement or judgment plus the Defense Costs.Section 1.4.5

Indemnity by Seller. Seller shall indemnify and the joint venture partners agree to indemnify, defend, and hold Purchaser harmless Buyer and its officers, directors, Affiliates, employees, attorneys, agents and shareholders (the Subsidiary harmless from "Buyer's Indemnitees") against and againstin respect of any and all claims, suits, actions, proceedings (formal and shall pay to Purchaser the full amount ofinformal), any lossinvestigations, claimjudgments, damagedeficiencies, liability or expense losses, damages, settlements, liabilities and expenses (including reasonable attorneys' fees) resulting to Purchaser or the Subsidiary, either directly or indirectly, from (a) any undisclosed Liabilities, contracts or commitments of Seller, including, without limitation, any commitments to existing reasonable legal fees and expenses of attorneys chosen by the Buyer's Indemnitees), (collectively, "Losses"), as and when incurred arising out of or former employees, distributors, customers or suppliers; based upon (b1) any inaccuracy in any representation or warranty, or any breach of any covenant representation, warranty, covenant, or agreement, by agreement of Seller contained in this Agreement or in any other agreement executed and delivered by Seller hereunder or in connection herewith, or (2) the ownership of the Other Agreements; and (c) any Assets or the conduct of the LiabilitiesCATV Business or any other matters relating to the business of Seller for the period prior to the Closing Date, except for those specifically assumed including, without limitation, any actions taken by Purchaser pursuant Seller prior to the Closing Date but which do not become effective until after the Closing Date. No indemnification shall be required to be made by Seller under this Section 2.02as a result of any breach of any representation, warranty, covenant or agreement of the Seller until the amount of Buyer's Losses under this Agreement exceed, in the aggregate, $10,000. ProvidedAt such time as such aggregate amount of Buyer's Losses exceeds $10,000, Buyer may seek to recover all of its Losses, including the first dollar thereof in accordance with the provisions of this Section, provided, however, that all losses arising under subparagraphs (a) and (b) above no indemnification shall be deemed to be Special Assumed Liabilities to the extent that the aggregate amount required in excess of Special Assumed Liabilities does not exceed $250,000, as provided in Section 2.02(c)(3) above, and Seller shall be liable under subparagraphs (a) and (b) of this Section 10.02 only to the extent such losses are not deemed to be Special Assumed Liabilities. For purposes of this Section 10.02, Liabilities and other matters shall be "undisclosed" if they are not fully and specifically described on a Schedule to this Agreement. Purchaser shall give Seller prompt notice once Purchaser knows that it has any basis to assert a claim for indemnification hereunder. Such notice shall include a summary of the facts giving rise to the claim. If a claim is made against Purchaser or either of the Subsidiary for which Purchaser and the Subsidiary are entitled to indemnification under this Section 10.02, Purchaser shall provide a reasonable defense to such claim and shall pay the reasonable costs of such defense (the "Defense Costs"). If the defense is wholly successful, Purchaser and the Subsidiary shall not seek indemnification for the Defense Costs other than to setoff the amount of the Defense Costs against consideration actually received, in the Profit Sharing Arrangementaggregate, pursuant to the Agreement. If Seller shall not be held liable for any unintentional error in any representation or warranty or any unintentional inaccuracy or incompleteness of data, information or material which it otherwise might have been liable for hereunder if, on or before 10 business days prior to the defense is not wholly successfulClosing Date, Purchaser Seller shall have provided Buyer with written notices of such error, inaccuracy or incompleteness and the Subsidiary shall be indemnified by the Seller for the amount a written statement of the settlement or judgment plus corrections necessary to cure the Defense Costssame and if, notwithstanding such notice, Buyer shall have elected to close this transaction.