Common use of Pinnacle Clause in Contracts

Pinnacle. Seller hereby agrees to indemnify, defend and hold Buyer -------- and its affiliates (including, without limitation, following the Closing, each of the Subject Entities) harmless from and against (i) any Loss or Losses relating to or arising under the Pinnacle Acquisition Agreement and (ii) any Loss or Losses of Pinnacle incurred prior to the Closing Date. Seller agrees to use its reasonable best efforts to cause all rights, powers and obligations under the Pinnacle Acquisition Agreement to be assigned to Seller or an affiliate of Seller (other than the Subject Entities) in full substitution for Charter. In the event that Charter acquires Pinnacle prior to the Closing Date, Seller shall use its reasonable best efforts to cause ownership of the stock of Pinnacle to be transferred to Seller or an affiliate of Seller (other than a Subject Entity), whether by dividend or otherwise, prior to the Closing Date.

Pinnacle. Seller hereby agrees to indemnify, defend and hold Buyer -------- and its affiliates (including, without limitation, following the Closing, each of the Subject Entities) harmless from and against (i) any Loss or Losses relating to or arising under the Pinnacle Acquisition Agreement and (ii) any Loss or Losses of Pinnacle incurred prior to the Closing Date. Seller agrees to use its reasonable best efforts to cause all rights, powers and obligations under the Pinnacle Acquisition Agreement to be assigned to Seller or an affiliate of Seller (other than the Subject Entities) in full substitution for Charter. In the event that Charter acquires Pinnacle prior to the Closing Date, Seller shall use its reasonable best efforts to cause ownership of the stock of Pinnacle to be transferred to Seller or an affiliate of Seller (other than a Subject Entity), whether by dividend or otherwise, prior to the Closing Date.