Common use of General Indemnification Obligation of Seller Clause in Contracts

General Indemnification Obligation of Seller. SELLER will reimburse, indemnify and hold harmless BUYER, and its officers, directors and shareholders, (each such person is referred to herein as "BUYER" or as a "SELLER Indemnified Party") against and in respect of: (a) any and all actions, suits and claims, or legal, administrative, arbitral, governmental or other proceedings or investigations against any SELLER Indemnified Party, that relate to SELLER, the Business or the Purchased Assets and which result from or arise out of any event, occurrence, action, inaction or transaction occurring on or prior to the Closing Date; (b) any and all liabilities and obligations of any nature whatsoever of or relating to SELLER or to the Business or the Purchased Assets on or prior to the Closing, including any employee severance or similar benefits and liabilities and obligations arising out of occurrences or actions on or prior to the Closing Date under any "employee pension benefit plan" or "employee welfare benefit plan" as those terms are defined in Sections 3(1) and 3(2) of the Employee Retirement Income Security Act of 1974, as amended, any product liability, warranty or other claims arising out of or relating to any product manufactured, distributed or sold by SELLER at any time before Closing, any claims by any third party under any bulk sales law, and any claims relating to patent or trademark infringement, taxes, workers compensation, real estate or environmental, health or safety matters; (c) any and all damages, losses, settlement payments, deficiencies, liabilities, costs and expenses suffered, sustained, incurred or required to be paid by any SELLER Indemnified Party because of or that result from, relate to or arise out of the untruth, inaccuracy or breach of, or the failure to fulfill, any representation, warranty, agreement, covenant or statement (i) of SELLER contained in this Agreement or (ii) contained in any certificate, or schedule, document or instrument furnished to the BUYER by or on behalf of SELLER at the Closing; (d) any and all actions, suits, claims or legal, administrative, arbitral, governmental or other proceedings against any SELLER Indemnified Party that relate to any alleged claim or right of third persons by virtue of the application of the Florida or other Bulk Sales Laws which may be asserted against any of the Purchased Assets; (e) any product liability claims made against BUYER arising out of or relating to any product manufactured or sold by SELLER prior to the date of Closing; (f) any and all uncollected accounts receivable regardless of any reserves therefore which remain outstanding 180 days after the Date of Closing, and BUYER shall have the right to deduct such amounts from Escrow or require payment from SELLER (at BUYER's election); (g) any and all actions, suits, claims or legal, administrative, arbitral, governmental or other proceedings involving SELLER Indemnified Party that relate to environmental, safety or health matters arising from SELLER's ownership, use, operation, or occupancy of any real property or improvements at any time, except as caused by BUYER, directly or indirectly, after the Closing Date; and (h) any and all actions, suits, claims, proceedings, assessments, fines, judgments, costs and other expenses (including, without limitation, reasonable legal fees and expenses) incident to any of the foregoing or to the enforcement of this Section 5.1. to the extent BUYER prevails in such enforcement action. BUYER shall promptly notify SELLER, of the existence of any matter to which the obligations set forth in this paragraph shall apply, and shall give SELLER reasonable opportunity to defend any claim or litigation at its own expense, with counsel of its own selection approved by BUYER (which shall not be unreasonably withheld); provided that BUYER shall also at all times have the right fully to participate in such defense at its own expense. If SELLER shall fail, within a reasonable time after such notice, to defend such claim or litigation, BUYER or any successor to the business and assets of BUYER shall have the right, but not the obligation, to defend, compromise or settle any such claim or litigation.

General Indemnification Obligation of Seller. SELLER From and after the date hereof, Seller will reimburse, indemnify and hold harmless BUYER, Purchaser and its officers, directors successors and shareholders, assigns (each such person is referred to herein as an "BUYER" or as a "SELLER Indemnified Purchaser Party") against and in respect of: (a) any and all actions, suits and claims, or legal, administrative, arbitral, governmental or other proceedings or investigations against any SELLER Indemnified Party, that relate to SELLER, the Business or the Purchased Assets and which result from or arise out of any event, occurrence, action, inaction or transaction occurring on or prior to the Closing Date; (b) any and all liabilities and obligations of any nature whatsoever of or relating to SELLER or to the Business or the Purchased Assets on or prior to the Closing, including any employee severance or similar benefits and liabilities and obligations arising out of occurrences or actions on or prior to the Closing Date under any "employee pension benefit plan" or "employee welfare benefit plan" as those terms are defined in Sections 3(1) and 3(2) of the Employee Retirement Income Security Act of 1974, as amended, any product liability, warranty or other claims arising out of or relating to any product manufactured, distributed or sold by SELLER at any time before Closing, any claims by any third party under any bulk sales law, and any claims relating to patent or trademark infringement, taxes, workers compensation, real estate or environmental, health or safety matters; (c) any and all damages, losses, settlement payments, deficiencies, liabilities, costs and expenses suffered, sustained, incurred or required to be paid suffered by any SELLER Indemnified Purchaser Party because of or that result from, relate to or arise out of the untruth, inaccuracy or breach of, or the failure to fulfill, any representation, warranty, agreement, covenant or statement : (i) any and all liabilities and obligations of SELLER contained in this Agreement Seller of any kind, nature and description whatsoever, fixed or contingent, inchoate or otherwise, other than the Assumed Obligations; (ii) contained any and all claims against any Indemnified Purchaser Party that relate to the Business or the Assets in which the principal event giving rise thereto occurred prior to the Closing Date or which result from or arise out of any action or inaction prior to the Closing Date of Seller or any director, officer, employee, shareholder, agent or representative of Seller; (iii) any and all claims against any Indemnified Purchaser Party that relate to the Business or the Assets in which the principal event giving rise thereto occurred between the Closing Date and the Execution Date or which result from or arise out of any action or inaction between the Closing Date and the Execution Date of Seller or any director, officer, employee, shareholder, agent or representative of Seller, other than the Assumed Obligations and claims which are not material and arise in the oridinary course of the Business between the Closing Date and the Execution Date; (iv) any misrepresentation, breach of warranty or nonfulfillment of any agreement or covenant on the part of Seller under this Agreement, or from any misrepresentation in or omission from any certificate, or schedule, statement, document or instrument furnished to Purchaser pursuant hereto or in connection with the BUYER by negotiation, execution or on behalf performance of SELLER at the Closing;this Agreement; and (db) any and all actionsActions, suits, claims or legal, administrative, arbitral, governmental or other proceedings against any SELLER Indemnified Party that relate to any alleged claim or right of third persons by virtue of the application of the Florida or other Bulk Sales Laws which may be asserted against any of the Purchased Assets; (e) any product liability claims made against BUYER arising out of or relating to any product manufactured or sold by SELLER prior to the date of Closing; (f) any and all uncollected accounts receivable regardless of any reserves therefore which remain outstanding 180 days after the Date of Closing, and BUYER shall have the right to deduct such amounts from Escrow or require payment from SELLER (at BUYER's election); (g) any and all actions, suits, claims or legal, administrative, arbitral, governmental or other proceedings involving SELLER Indemnified Party that relate to environmental, safety or health matters arising from SELLER's ownership, use, operation, or occupancy of any real property or improvements at any time, except as caused by BUYER, directly or indirectly, after the Closing Date; and (h) any and all actions, suits, claims, proceedingsdemands, assessments, audits, fines, judgments, costs and other expenses (including, without limitation, reasonable legal fees and expensesfees) incident to any of the foregoing or to the enforcement of this Section 5.1. to the extent BUYER prevails in such enforcement action. BUYER shall promptly notify SELLER, of the existence of any matter to which the obligations set forth in this paragraph shall apply, and shall give SELLER reasonable opportunity to defend any claim or litigation at its own expense, with counsel of its own selection approved by BUYER (which shall not be unreasonably withheld); provided that BUYER shall also at all times have the right fully to participate in such defense at its own expense. If SELLER shall fail, within a reasonable time after such notice, to defend such claim or litigation, BUYER or any successor to the business and assets of BUYER shall have the right, but not the obligation, to defend, compromise or settle any such claim or litigation11.2.1.

General Indemnification Obligation of Seller. SELLER From and after the date hereof, Seller will reimburse, indemnify and hold harmless BUYER, Purchaser and its officers, directors and shareholders, MyTurn (each such person is referred to herein as an "BUYER" or as a "SELLER Indemnified Purchaser Party") against and in respect of: (a) any and all actions, suits and claims, or legal, administrative, arbitral, governmental or other proceedings or investigations against any SELLER Indemnified Party, that relate to SELLER, the Business or the Purchased Assets and which result from or arise out of any event, occurrence, action, inaction or transaction occurring on or prior to the Closing Date; (b) any and all liabilities and obligations of any nature whatsoever of or relating to SELLER or to the Business or the Purchased Assets on or prior to the Closing, including any employee severance or similar benefits and liabilities and obligations arising out of occurrences or actions on or prior to the Closing Date under any "employee pension benefit plan" or "employee welfare benefit plan" as those terms are defined in Sections 3(1) and 3(2) of the Employee Retirement Income Security Act of 1974, as amended, any product liability, warranty or other claims arising out of or relating to any product manufactured, distributed or sold by SELLER at any time before Closing, any claims by any third party under any bulk sales law, and any claims relating to patent or trademark infringement, taxes, workers compensation, real estate or environmental, health or safety matters; (c) any and all damages, losses, settlement payments, deficiencies, liabilities, costs and expenses suffered, sustained, incurred or required to be paid suffered by any SELLER Indemnified Purchaser Party because of or that result from, relate to or arise out of the untruth, inaccuracy or breach of, or the failure to fulfill, any representation, warranty, agreement, covenant or statement : (i) any and all Excluded Liabilities and obligations of SELLER contained in this Agreement Seller of any kind, nature and description whatsoever, fixed or contingent, inchoate or otherwise; (ii) contained any and all actions, claims, suits, demands, litigations, governmental or other proceedings, labor disputes, arbitral actions, governmental audits, inquiries, investigations, criminal prosecutions, investigations of unfair labor practice charges or complaints (collectively, "Actions") against any Indemnified Purchaser Party that relate to the Business or the Assets in which the principal event giving rise thereto occurred prior to the Closing Date or which result from or arise out of any action or inaction prior to the Closing Date of Seller or any director, officer, employee, shareholder, agent or representative of Seller; (iii) any misrepresentation, breach of warranty or nonfulfillment of any agreement or covenant on the part of Seller under this Agreement, or from any misrepresentation in or omission from any certificate, or schedule, statement, document or instrument furnished to Purchaser or MyTurn pursuant hereto or in connection with the BUYER by negotiation, execution or on behalf performance of SELLER at the Closing;this Agreement; and (div) any untrue statement or omission of a material fact which was included in any of MyTurn's public disclosures which was based on information furnished in writing to Purchaser or MyTurn by Seller or its representatives or agents; and (b) any and all actions, suits, claims or legal, administrative, arbitral, governmental or other proceedings against any SELLER Indemnified Party that relate to any alleged claim or right of third persons by virtue of the application of the Florida or other Bulk Sales Laws which may be asserted against any of the Purchased Assets; (e) any product liability claims made against BUYER arising out of or relating to any product manufactured or sold by SELLER prior to the date of Closing; (f) any and all uncollected accounts receivable regardless of any reserves therefore which remain outstanding 180 days after the Date of Closing, and BUYER shall have the right to deduct such amounts from Escrow or require payment from SELLER (at BUYER's election); (g) any and all actions, suits, claims or legal, administrative, arbitral, governmental or other proceedings involving SELLER Indemnified Party that relate to environmental, safety or health matters arising from SELLER's ownership, use, operation, or occupancy of any real property or improvements at any time, except as caused by BUYER, directly or indirectly, after the Closing Date; and (h) any and all actions, suits, claims, proceedingsActions, assessments, audits, fines, judgments, costs and other expenses (including, without limitation, reasonable legal fees and expensesfees) incident to any of the foregoing or to the enforcement of this Section 5.19.2. 1. Notwithstanding anything to the extent BUYER prevails in such enforcement action. BUYER shall promptly notify SELLERcontrary contained herein, the indemnification obligations of the existence of any matter Seller hereunder shall be subject to which the obligations following limitations: (i) no Indemnified Purchaser Party shall be entitled to indemnification hereunder unless and until the aggregate indemnificable damages suffered or incurred by the Indemnified Purchaser Parties exceeds $15,000, except with respect to liquidated damages (the "Liquidated Damages") set forth in this paragraph Section 11.3.1 and Section 11.3.2 hereof and (ii) except with respect to Liquidated Damages, the Indemnified Purchaser Parties' sole recourse for indemnification shall apply, and shall give SELLER reasonable opportunity to defend any claim or litigation at its own expense, with counsel of its own selection approved by BUYER (which shall not be unreasonably withheld); provided that BUYER shall also at all times have the right fully to participate in such defense at its own expense. If SELLER shall fail, within a reasonable time after such notice, to defend such claim or litigation, BUYER or any successor to the business and assets of BUYER shall have the right, but not the obligation, to defend, compromise or settle any such claim or litigationEscrow Securities.

General Indemnification Obligation of Seller. SELLER From and after the date hereof, Seller will reimburse, indemnify and hold harmless BUYERPurchaser, and its officers, directors directors, agents, employees and shareholderscontrolling persons and their successors and assigns (each, (each such person is referred to herein as an "BUYER" or as a "SELLER Indemnified Purchaser Party") against and in respect of: (a) any and all actions, suits and claims, or legal, administrative, arbitral, governmental or other proceedings or investigations against any SELLER Indemnified Party, that relate to SELLER, the Business or the Purchased Assets and which result from or arise out of any event, occurrence, action, inaction or transaction occurring on or prior to the Closing Date; (b) any and all liabilities and obligations of any nature whatsoever of or relating to SELLER or to the Business or the Purchased Assets on or prior to the Closing, including any employee severance or similar benefits and liabilities and obligations arising out of occurrences or actions on or prior to the Closing Date under any "employee pension benefit plan" or "employee welfare benefit plan" as those terms are defined in Sections 3(1) and 3(2) of the Employee Retirement Income Security Act of 1974, as amended, any product liability, warranty or other claims arising out of or relating to any product manufactured, distributed or sold by SELLER at any time before Closing, any claims by any third party under any bulk sales law, and any claims relating to patent or trademark infringement, taxes, workers compensation, real estate or environmental, health or safety matters; (c) any and all damages, losses, settlement payments, deficiencies, liabilities, costs and expenses suffered, sustained, incurred or required to be paid suffered directly or indirectly by any SELLER Indemnified Party because of or Purchaser Party, that result from, relate to or arise out of the untruth, inaccuracy or breach of, or the failure to fulfill, any representation, warranty, agreement, covenant or statement : (i) of SELLER contained any and all excluded liabilities described in this Agreement or (ii) contained in any certificate, or schedule, document or instrument furnished to the BUYER by or on behalf of SELLER at the ClosingSection 1.6; (dii) any and all actions, suits, claims claims, Environmental Claims, or legal, administrative, arbitralarbitration, governmental or other proceedings or investigations against or incurred by any SELLER Indemnified Purchaser Party that relate to any alleged claim Seller or right of third persons by virtue of the application of the Florida or other Bulk Sales Laws which may be asserted against any of the Purchased Assets; Business (ex) any product liability claims made against BUYER arising out of or relating to any product manufactured or sold by SELLER prior to the date of Closing; (f) any and all uncollected accounts receivable regardless of any reserves therefore which remain outstanding 180 days after the Date of Closing, and BUYER shall have the right to deduct extent such amounts from Escrow or require payment from SELLER (at BUYER's election); (g) any and all actions, suits, claims claims, Environmental Claims, proceedings or legal, administrative, arbitral, governmental or other proceedings involving SELLER Indemnified Party that relate to environmental, safety or health matters arising from SELLER's ownership, use, operation, or occupancy of any real property or improvements at any time, except as caused by BUYERinvestigations relate, directly or indirectly, after in whole or in part to events, conditions, operations, facts or circumstances which occurred or existed prior to the Closing, or (y) which result from or arise out of in whole or in part any action or inaction prior to the Closing Dateof Seller or any director, officer, employee, agent or representative of Seller or the Business; (iii) any misrepresentation, breach of warranty or nonfulfillment of any agreement or covenant on the part of Seller under this Agreement, or from any misrepresentation in or omission from any certificate, schedule, statement, document or instrument furnished to Purchaser pursuant to this Agreement; (iv) the failure of the parties to comply with the bulk sales laws or any other similar laws in any applicable jurisdiction in respect of the transactions contemplated hereby; (v) federal, state and local sales, documentary and other transfer taxes, if any, due as a result of the purchase, sale and transfer of the Assets in accordance with this Agreement and any other taxes attributable to or arising out of the excluded liabilities; or (vi) any liens on the Assets except for Permitted Liens (as defined in Section 2.19); and (hb) any and all actions, suits, claims, proceedings, investigations, demands, assessments, audits, fines, judgments, costs and other expenses (including, without limitation, reasonable legal fees and expensesexpenses and costs of investigation) incident to any of the foregoing or to the enforcement of this Section 5.1. 1. to BBI acknowledges that this means, among other things, that BBI may have indemnification obligations for the extent BUYER prevails in such enforcement action. BUYER shall promptly notify SELLERmisrepresentation, breach of the existence warranty or non-fulfillment of any matter to which agreement or covenant on the obligations set forth in part of Xxxxxx under this paragraph shall apply, and shall give SELLER reasonable opportunity to defend any claim or litigation at its own expense, with counsel of its own selection approved by BUYER (which shall not be unreasonably withheld); provided that BUYER shall also at all times have the right fully to participate in such defense at its own expense. If SELLER shall fail, within a reasonable time after such notice, to defend such claim or litigation, BUYER or any successor to the business and assets of BUYER shall have the right, but not the obligation, to defend, compromise or settle any such claim or litigationAgreement.

General Indemnification Obligation of Seller. SELLER will reimburse, The Seller shall indemnify and hold harmless BUYER, Buyer and its officerssuccessors and assigns and any director, directors and shareholdersshareholder, employee or officer thereof (each such person is referred to herein as collectively, together with the Buyer, the "BUYER" or as a "SELLER Indemnified PartyBuyer Indemnitees") harmless against and from any claim or loss which may be made or brought against the Buyer or the Buyer's indemnities, or which the Buyer or Buyer's Indemnitees may suffer or incur, in respect of:, or arising out of. (a) any and all damages, losses, deficiencies, liabilities, costs and expenses incurred or suffered by any of the Buyer Indemnitees that result from, relate to or arise out of: (i) any and all liabilities and obligations of Seller of any nature whatsoever; any and all actions, suits and suits, claims, or legal, administrative, arbitralarbitration, governmental or other proceedings or investigations against any SELLER Indemnified Party, of Buyer Indemnitees that relate to SELLER, Seller or the Business in which the principal event giving rise thereto occurred prior to the Closing Date or the Purchased Assets and which result from or arise out of any event, occurrence, action, action or inaction or transaction occurring on or prior to the Closing Date; (b) any and all liabilities and obligations of any nature whatsoever of or relating to SELLER or to the Business or the Purchased Assets on or prior to the Closing, including any employee severance or similar benefits and liabilities and obligations arising out of occurrences or actions on or prior to the Closing Date under of Seller or any "employee pension benefit plan" director, officer, employee, agent, representative or "employee welfare benefit plan" as subcontractor of Seller, except for those terms are defined in Sections 3(1) and 3(2) which Buyer specifically assumes pursuant to this Agreement; or any misrepresentation, breach of the Employee Retirement Income Security Act of 1974, as amended, any product liability, warranty or other claims arising out non- fulfillment of any agreement or relating to any product manufactured, distributed or sold by SELLER at any time before Closing, any claims by any third party covenant on the part of Seller under any bulk sales law, and any claims relating to patent or trademark infringement, taxes, workers compensation, real estate or environmental, health or safety matters; (c) any and all damages, losses, settlement payments, deficiencies, liabilities, costs and expenses suffered, sustained, incurred or required to be paid by any SELLER Indemnified Party because of or that result from, relate to or arise out of the untruth, inaccuracy or breach ofthis Agreement, or the failure to fulfill, from any representation, warranty, agreement, covenant misrepresentation in or statement (i) of SELLER contained in this Agreement or (ii) contained in omission from any certificate, or schedule, statement, document or instrument furnished to Buyer pursuant hereto or in connection with the BUYER by negotiation, execution or on behalf performance of SELLER at the Closingthis Agreement; (dii) any and all actions, suits, claims made by employees or legal, administrative, arbitral, governmental or other proceedings against any SELLER Indemnified Party that relate to any alleged claim or right of third persons by virtue former employees of the application of Business. assumed by the Florida or other Bulk Sales Laws which may be asserted against any of the Purchased Assets; (e) any product liability claims made against BUYER arising out of or relating to any product manufactured or sold by SELLER prior to the date of Closing; (f) any Buyer, from and all uncollected accounts receivable regardless of any reserves therefore which remain outstanding 180 days after the Date of Closing, and BUYER shall have the right to deduct such amounts from Escrow or require payment from SELLER (at BUYER's election); (g) any and all actions, suits, claims or legal, administrative, arbitral, governmental or other proceedings involving SELLER Indemnified Party that relate to environmental, safety or health matters arising from SELLER's ownership, use, operation, or occupancy of any real property or improvements at any time, except as caused by BUYER, directly or indirectly, after the Closing Date for wages, vacation pay, severance pay, pay in lieu of notice of termination, damages for wrongful dismissal and other employee benefits and claims which were accrued in respect of or arose out of service with the Business prior the Closing Date; and. (hb) any and all actions, suits, claims, proceedings, investigations, demands, assessments, audits, fines, judgments, costs and other expenses (including, without limitation, reasonable legal fees and expenses) incident to any of the foregoing or to the enforcement of this Section 5.1. to the extent BUYER prevails in such enforcement action. BUYER shall promptly notify SELLER, of the existence of any matter to which the obligations set forth in this paragraph shall apply, and shall give SELLER reasonable opportunity to defend any claim or litigation at its own expense, with counsel of its own selection approved by BUYER (which shall not be unreasonably withheld); provided that BUYER shall also at all times have the right fully to participate in such defense at its own expense. If SELLER shall fail, within a reasonable time after such notice, to defend such claim or litigation, BUYER or any successor to the business and assets of BUYER shall have the right, but not the obligation, to defend, compromise or settle any such claim or litigationSECTION 6.1.

General Indemnification Obligation of Seller. SELLER From and after the Closing, Seller will reimburse, indemnify and hold harmless BUYER, Purchaser and its officers, directors successors and shareholders, assigns (each such person is referred to herein as an "BUYER" or as a "SELLER Indemnified Purchaser Party") against and in respect of: (a) any and all damages, losses, deficiencies, liabilities, costs and expenses incurred or suffered by any Indemnified Purchaser Party that result from, relate to or arise out of: (i) any and all liabilities and obligations of Seller of any nature whatsoever, except for those liabilities and obligations of Seller which Purchaser specifically assumes pursuant to this Agreement; (ii) any and all actions, suits and suits, claims, or legal, administrative, arbitralarbitration, governmental or other proceedings or investigations against any SELLER Indemnified Party, Purchaser Party that relate to SELLER, Seller or the Business in which the principal event giving rise thereto occurred prior to the Closing Date or the Purchased Assets and which result from or arise out of any event, occurrence, action, action or inaction or transaction occurring on or prior to the Closing Date; (b) any and all liabilities and obligations of any nature whatsoever of or relating to SELLER or to the Business or the Purchased Assets on or prior to the Closing, including any employee severance or similar benefits and liabilities and obligations arising out of occurrences or actions on or prior to the Closing Date under of Seller or any "employee pension benefit plan" director, officer, employee, agent, representative or "employee welfare benefit plan" as subcontractor of Seller, except for those terms are defined in Sections 3(1which Purchaser specifically assumes pursuant to this Agreement; or (iii) and 3(2) any misrepresentation, breach of the Employee Retirement Income Security Act of 1974, as amended, any product liability, warranty or other claims arising out nonfulfillment of any agreement or relating to any product manufactured, distributed or sold by SELLER at any time before Closing, any claims by any third party covenant on the part of Seller under any bulk sales law, and any claims relating to patent or trademark infringement, taxes, workers compensation, real estate or environmental, health or safety matters; (c) any and all damages, losses, settlement payments, deficiencies, liabilities, costs and expenses suffered, sustained, incurred or required to be paid by any SELLER Indemnified Party because of or that result from, relate to or arise out of the untruth, inaccuracy or breach ofthis Agreement, or the failure to fulfill, from any representation, warranty, agreement, covenant misrepresentation in or statement (i) of SELLER contained in this Agreement or (ii) contained in omission from any certificate, or schedule, statement, document or instrument furnished to Purchaser pursuant hereto or in connection with the BUYER by negotiation, execution or on behalf performance of SELLER at the Closing; (d) any and all actions, suits, claims or legal, administrative, arbitral, governmental or other proceedings against any SELLER Indemnified Party that relate to any alleged claim or right of third persons by virtue of the application of the Florida or other Bulk Sales Laws which may be asserted against any of the Purchased Assets; (e) any product liability claims made against BUYER arising out of or relating to any product manufactured or sold by SELLER prior to the date of Closing; (f) any and all uncollected accounts receivable regardless of any reserves therefore which remain outstanding 180 days after the Date of Closing, and BUYER shall have the right to deduct such amounts from Escrow or require payment from SELLER (at BUYER's election); (g) any and all actions, suits, claims or legal, administrative, arbitral, governmental or other proceedings involving SELLER Indemnified Party that relate to environmental, safety or health matters arising from SELLER's ownership, use, operation, or occupancy of any real property or improvements at any time, except as caused by BUYER, directly or indirectly, after the Closing Datethis Agreement; and (hb) any and all actions, suits, claims, proceedings, investigations, demands, assessments, audits, fines, judgments, costs and other expenses (including, without limitation, reasonable legal fees and expenses) incident to any of the foregoing or to the enforcement of this Section 5.1. to the extent BUYER prevails in such enforcement action. BUYER shall promptly notify SELLER, of the existence of any matter to which the obligations set forth in this paragraph shall apply, and shall give SELLER reasonable opportunity to defend any claim or litigation at its own expense, with counsel of its own selection approved by BUYER (which shall not be unreasonably withheld); provided that BUYER shall also at all times have the right fully to participate in such defense at its own expense. If SELLER shall fail, within a reasonable time after such notice, to defend such claim or litigation, BUYER or any successor to the business and assets of BUYER shall have the right, but not the obligation, to defend, compromise or settle any such claim or litigation8.1.

General Indemnification Obligation of Seller. SELLER From and after the Closing, Seller will reimburse, indemnify and hold harmless BUYER, Purchaser and its officers, directors successors and shareholders, assigns (each such person is referred to herein as an "BUYER" or as a "SELLER Indemnified Purchaser Party") against and in respect of: (a) any and all damages, losses, deficiencies, liabilities, costs and expenses incurred or suffered by any Indemnified Purchaser Party that result from, relate to or arise out of: (i) any and all liabilities and obligations of Seller of any nature whatsoever, except for those liabilities and obligations of Seller which Purchaser specifically assumes pursuant to this Agreement; (ii) any and all actions, suits and suits, claims, or legal, administrative, arbitralarbitration, governmental or other proceedings or investigations against any SELLER Indemnified Party, Purchaser Party that relate to SELLER, the Public Safety Software Business in which the principal event giving rise thereto occurred prior to the Closing Date or the Purchased Assets and which result from or arise out of any event, occurrence, action, action or inaction or transaction occurring on or prior to the Closing Date; (b) any and all liabilities and obligations of any nature whatsoever of or relating to SELLER or to the Business or the Purchased Assets on or prior to the Closing, including any employee severance or similar benefits and liabilities and obligations arising out of occurrences or actions on or prior to the Closing Date under of Seller or any "employee pension benefit plan" director, officer, employee, agent, representative or "employee welfare benefit plan" as subcontractor of Seller, except for those terms are defined in Sections 3(1which Purchaser specifically assumes pursuant to this Agreement; or (iii) and 3(2) any misrepresentation, breach of the Employee Retirement Income Security Act of 1974, as amended, any product liability, warranty or other claims arising out nonfulfillment of any agreement or relating to any product manufactured, distributed or sold by SELLER at any time before Closing, any claims by any third party covenant on the part of Seller under any bulk sales law, and any claims relating to patent or trademark infringement, taxes, workers compensation, real estate or environmental, health or safety matters; (c) any and all damages, losses, settlement payments, deficiencies, liabilities, costs and expenses suffered, sustained, incurred or required to be paid by any SELLER Indemnified Party because of or that result from, relate to or arise out of the untruth, inaccuracy or breach ofthis Agreement, or the failure to fulfill, from any representation, warranty, agreement, covenant misrepresentation in or statement (i) of SELLER contained in this Agreement or (ii) contained in omission from any certificate, or schedule, statement, document or instrument furnished to Purchaser pursuant hereto or in connection with the BUYER by execution or on behalf performance of SELLER at the Closing; (d) any and all actions, suits, claims or legal, administrative, arbitral, governmental or other proceedings against any SELLER Indemnified Party that relate to any alleged claim or right of third persons by virtue of the application of the Florida or other Bulk Sales Laws which may be asserted against any of the Purchased Assets; (e) any product liability claims made against BUYER arising out of or relating to any product manufactured or sold by SELLER prior to the date of Closing; (f) any and all uncollected accounts receivable regardless of any reserves therefore which remain outstanding 180 days after the Date of Closing, and BUYER shall have the right to deduct such amounts from Escrow or require payment from SELLER (at BUYER's election); (g) any and all actions, suits, claims or legal, administrative, arbitral, governmental or other proceedings involving SELLER Indemnified Party that relate to environmental, safety or health matters arising from SELLER's ownership, use, operation, or occupancy of any real property or improvements at any time, except as caused by BUYER, directly or indirectly, after the Closing Datethis Agreement; and (hb) any and all actions, suits, claims, proceedings, investigations, demands, assessments, audits, fines, judgments, costs and other expenses (including, without limitation, reasonable legal fees and expenses) incident to any of the foregoing or to the enforcement of this Section 5.1. to the extent BUYER prevails in such enforcement action. BUYER shall promptly notify SELLER, of the existence of any matter to which the obligations set forth in this paragraph shall apply, and shall give SELLER reasonable opportunity to defend any claim or litigation at its own expense, with counsel of its own selection approved by BUYER (which shall not be unreasonably withheld); provided that BUYER shall also at all times have the right fully to participate in such defense at its own expense. If SELLER shall fail, within a reasonable time after such notice, to defend such claim or litigation, BUYER or any successor to the business and assets of BUYER shall have the right, but not the obligation, to defend, compromise or settle any such claim or litigation6.1.

General Indemnification Obligation of Seller. SELLER From and after the Closing, each of the Sellers and the Shareholders, jointly and severally, will reimburse, indemnify and hold harmless BUYERPRG, and its officers, directors directors, employees, agents, successors and shareholders, assigns (each such person is referred to herein as an "BUYER" or as a "SELLER Indemnified PRG Party") against and in respect of: 6.1.1 any and all damages, losses, deficiencies, liabilities, costs and expenses incurred or suffered by any Indemnified PRG Party that result from, relate to or arise out of: (a1) any and all liabilities and obligations of any Seller of any nature whatsoever, except for the Assumed Liabilities; (2) any and all actions, suits and suits, claims, or legal, administrative, arbitralarbitration, governmental or other proceedings or investigations against any SELLER Indemnified Party, PRG Party that relate to SELLER, any Seller or the Business in which the principal event giving rise thereto occurred prior to the Closing Date or the Purchased Assets and which result from or arise out of any event, occurrence, action, action or inaction or transaction occurring on or prior to the Closing Date; (b) any and all liabilities and obligations of any nature whatsoever of or relating to SELLER or to the Business or the Purchased Assets on or prior to the Closing, including any employee severance or similar benefits and liabilities and obligations arising out of occurrences or actions on or prior to the Closing Date under of any "employee pension benefit plan" Seller or "employee welfare benefit plan" as those terms are defined in Sections 3(1) and 3(2) any director, officer, employee, agent, representative or subcontractor of any Seller, except for the Employee Retirement Income Security Act of 1974, as amended, any product liability, warranty or other claims arising out of or relating to any product manufactured, distributed or sold by SELLER at any time before Closing, any claims by any third party under any bulk sales law, and any claims relating to patent or trademark infringement, taxes, workers compensation, real estate or environmental, health or safety mattersAssumed Liabilities; (c3) any and all damages, losses, settlement payments, deficiencies, liabilities, costs and expenses suffered, sustained, incurred or required to be paid by any SELLER Indemnified Party because breach of or that result from, relate to or arise out of the untruth, inaccuracy or breach of, or the failure to fulfill, any representation, warranty, agreement, agreement or covenant or statement (i) on the part of SELLER contained in any Seller under this Agreement or (ii) contained in any certificate, or schedule, document or instrument furnished to the BUYER by or on behalf of SELLER at the Closingextent affirmed in a Seller Closing Certificate; (d4) any sales or use or similar tax liability of Sellers for which PRG would not be responsible if Sellers and all actions, suits, claims or legal, administrative, arbitral, governmental or other proceedings against any SELLER Indemnified Party that relate to any alleged claim or right of third persons by virtue PRG had complied fully with applicable bulk sales laws providing notice of the application sale of the Florida or other Bulk Sales Laws which may be asserted against any of the Purchased Assets;Assets to state and local taxing authorities; or (e) any product liability claims made against BUYER arising out of or relating to any product manufactured or sold by SELLER prior to the date of Closing; (f) any and all uncollected accounts receivable regardless of any reserves therefore which remain outstanding 180 days after the Date of Closing, and BUYER shall have the right to deduct such amounts from Escrow or require payment from SELLER (at BUYER's election); (g) any and all actions, suits, claims or legal, administrative, arbitral, governmental or other proceedings involving SELLER Indemnified Party that relate to environmental, safety or health matters arising from SELLER's ownership, use, operation, or occupancy of any real property or improvements at any time, except as caused by BUYER, directly or indirectly, after the Closing Date; and (h5) any and all actions, suits, claims, proceedings, investigations, demands, assessments, audits, fines, judgments, judgments costs and other expenses (including, without limitation, reasonable legal fees and expenses) incident to any of the foregoing or to the enforcement of this Section 5.1. to the extent BUYER prevails in such enforcement action. BUYER shall promptly notify SELLER, of the existence of any matter to which the obligations set forth in this paragraph shall apply, and shall give SELLER reasonable opportunity to defend any claim or litigation at its own expense, with counsel of its own selection approved by BUYER (which shall not be unreasonably withheld); provided that BUYER shall also at all times have the right fully to participate in such defense at its own expense. If SELLER shall fail, within a reasonable time after such notice, to defend such claim or litigation, BUYER or any successor to the business and assets of BUYER shall have the right, but not the obligation, to defend, compromise or settle any such claim or litigationforegoing.

General Indemnification Obligation of Seller. SELLER From and after the Closing, Seller and the Shareholders, jointly and severally, will reimburse, indemnify and hold harmless BUYERPRG, and its officers, directors directors, employees, agents, successors and shareholders, assigns (each such person is referred to herein as an "BUYER" or as a "SELLER Indemnified PRG Party") against and in respect of: 6.1.1 any and all damages, losses, deficiencies, liabilities, costs and expenses incurred or suffered by any Indemnified PRG Party that result from, relate to or arise out of: (ai) any and all liabilities and obligations of Seller of any nature whatsoever, except for the Assumed Liabilities; (ii) any and all actions, suits and suits, claims, or legal, administrative, arbitralarbitration, governmental or other proceedings or investigations against any SELLER Indemnified Party, PRG Party that relate to SELLER, Seller or the Business in which the principal event giving rise thereto occurred prior to the Closing Date or the Purchased Assets and which result from or arise out of any event, occurrence, action, action or inaction or transaction occurring on or prior to the Closing Date; (b) any and all liabilities and obligations of any nature whatsoever of or relating to SELLER or to the Business or the Purchased Assets on or prior to the Closing, including any employee severance or similar benefits and liabilities and obligations arising out of occurrences or actions on or prior to the Closing Date under of Seller or any "employee pension benefit plan" director, officer, employee, agent, representative or "employee welfare benefit plan" as those terms are defined in Sections 3(1) and 3(2) subcontractor of Seller, except for the Employee Retirement Income Security Act of 1974, as amended, any product liability, warranty or other claims arising out of or relating to any product manufactured, distributed or sold by SELLER at any time before Closing, any claims by any third party under any bulk sales law, and any claims relating to patent or trademark infringement, taxes, workers compensation, real estate or environmental, health or safety mattersAssumed Liabilities; (ciii) any and all damagesmisrepresentation, losses, settlement payments, deficiencies, liabilities, costs and expenses suffered, sustained, incurred breach of warranty or required to be paid by nonfulfillment of any SELLER Indemnified Party because agreement or covenant on the part of Seller under this Agreement; or (iv) any misrepresentation in or that result from, relate to or arise out of the untruth, inaccuracy or breach of, or the failure to fulfill, any representation, warranty, agreement, covenant or statement (i) of SELLER contained in this Agreement or (ii) contained in omission from any certificate, or schedule, statement, document or instrument furnished to PRG pursuant hereto or in connection with the BUYER by negotiation, execution or on behalf performance of SELLER at the Closing;this Agreement. (d) any and all actions, suits, claims or legal, administrative, arbitral, governmental or other proceedings against any SELLER Indemnified Party that relate to any alleged claim or right of third persons by virtue of the application of the Florida or other Bulk Sales Laws which may be asserted against any of the Purchased Assets; (e) any product liability claims made against BUYER arising out of or relating to any product manufactured or sold by SELLER prior to the date of Closing; (f) any and all uncollected accounts receivable regardless of any reserves therefore which remain outstanding 180 days after the Date of Closing, and BUYER shall have the right to deduct such amounts from Escrow or require payment from SELLER (at BUYER's election); (g) any and all actions, suits, claims or legal, administrative, arbitral, governmental or other proceedings involving SELLER Indemnified Party that relate to environmental, safety or health matters arising from SELLER's ownership, use, operation, or occupancy of any real property or improvements at any time, except as caused by BUYER, directly or indirectly, after the Closing Date; and (h) 6.1.2 any and all actions, suits, claims, proceedings, investigations, demands, assessments, audits, fines, judgments, judgments costs and other expenses (including, without limitation, reasonable legal fees and expenses) incident to any of the foregoing or to the enforcement of this Section 5.1. to the extent BUYER prevails in such enforcement action. BUYER shall promptly notify SELLER, of the existence of any matter to which the obligations set forth in this paragraph shall apply, and shall give SELLER reasonable opportunity to defend any claim or litigation at its own expense, with counsel of its own selection approved by BUYER (which shall not be unreasonably withheld); provided that BUYER shall also at all times have the right fully to participate in such defense at its own expense. If SELLER shall fail, within a reasonable time after such notice, to defend such claim or litigation, BUYER or any successor to the business and assets of BUYER shall have the right, but not the obligation, to defend, compromise or settle any such claim or litigation6.1.

General Indemnification Obligation of Seller. SELLER will From and after the Closing Date, Seller shall reimburse, indemnify and hold harmless BUYER, Purchaser and its officers, directors employees, members, managers, successors and shareholdersassigns (each, (each such person is referred to herein as "BUYER" or as a "SELLER an “Indemnified Purchaser Party"”) against and in respect of any and all Actions, damages, losses, deficiencies, liabilities, assessments, fines, costs and expenses, including court costs, costs and expenses of investigation and reasonable attorneys’ fees (collectively, “Losses”), incurred or suffered by any Indemnified Purchaser Party that result from, relate to or arise out of: (a) any and all actionsRetained Liabilities, suits including the following: (i) any and claimsall liabilities and obligations of Seller of any kind, nature and description whatsoever, known or unknown, fixed or contingent, inchoate or otherwise, to the extent they either (A) are existing on the Closing Date (other than the Assumed Obligations) or (B) arise out of, or legalresult from or relate to, administrativeany transaction entered into, arbitralor any state of facts existing, governmental prior to or at the Closing Date (other proceedings or investigations against than the Assumed Obligations); (ii) any SELLER Indemnified Party, and all claims that relate to SELLER, the Assets or the Business in which the principal event giving rise thereto occurred on or prior to the Purchased Assets and which Closing Date or result from or arise out of any eventaction or inaction on or prior to the Closing Date of or by Seller, occurrenceor any director, actionofficer, inaction employee, shareholder, agent or transaction occurring representative of Seller; (iii) any and all liabilities and obligations relating to or arising out of product liability or similar claims by Persons with respect to products manufactured and/or sold by Seller on or prior to the Closing Date; (b) any and all liabilities and obligations of any nature whatsoever of or relating to SELLER or to the Business or the Purchased Assets on or prior to the Closing, including any employee severance or similar benefits and liabilities and obligations arising out of occurrences or actions on or prior to the Closing Date under any "employee pension benefit plan" or "employee welfare benefit plan" as those terms are defined in Sections 3(1) and 3(2) of the Employee Retirement Income Security Act of 1974, as amended, any product liability, warranty or other claims arising out of or relating to any product manufactured, distributed or sold by SELLER at any time before Closing, any claims by any third party under any bulk sales law, and any claims relating to patent or trademark infringement, taxes, workers compensation, real estate or environmental, health or safety mattersW.A.R.N. Liabilities; (c) any and all damages, losses, settlement payments, deficiencies, liabilities, costs and expenses suffered, sustained, incurred or required the failure of Seller to be paid by any SELLER Indemnified Party because of or that result from, relate to or arise out comply with the requirements of the untruth, inaccuracy or breach of, or bulk sales laws of all jurisdictions the failure laws of which may apply to fulfill, any representation, warranty, agreement, covenant or statement (i) of SELLER contained the transactions set forth in this Agreement or (ii) contained in any certificate, or schedule, document or instrument furnished to the BUYER by or on behalf of SELLER at the Closing;Agreement; and (d) any and all actionsmisrepresentation, suits, claims breach of warranty or legal, administrative, arbitral, governmental nonfulfillment of any agreement or other proceedings against any SELLER Indemnified Party that relate to any alleged claim or right covenant on the part of third persons by virtue of the application of the Florida or other Bulk Sales Laws which may be asserted against Seller under this Agreement and/or under any of the Purchased Assets; (e) any product liability claims made against BUYER arising out of or relating to any product manufactured or sold by SELLER prior to the date of Closing; (f) any and all uncollected accounts receivable regardless of any reserves therefore which remain outstanding 180 days after the Date of Closing, and BUYER shall have the right to deduct such amounts from Escrow or require payment from SELLER (at BUYER's election); (g) any and all actions, suits, claims or legal, administrative, arbitral, governmental or other proceedings involving SELLER Indemnified Party that relate to environmental, safety or health matters arising from SELLER's ownership, use, operation, or occupancy of any real property or improvements at any time, except as caused by BUYER, directly or indirectly, after the Closing Date; and (h) any and all actions, suits, claims, proceedings, assessments, fines, judgments, costs and other expenses (including, without limitation, reasonable legal fees and expenses) incident to any of the foregoing or to the enforcement of this Section 5.1. to the extent BUYER prevails in such enforcement action. BUYER shall promptly notify SELLER, of the existence of any matter to which the obligations set forth in this paragraph shall apply, and shall give SELLER reasonable opportunity to defend any claim or litigation at its own expense, with counsel of its own selection approved by BUYER (which shall not be unreasonably withheld); provided that BUYER shall also at all times have the right fully to participate in such defense at its own expense. If SELLER shall fail, within a reasonable time after such notice, to defend such claim or litigation, BUYER or any successor to the business and assets of BUYER shall have the right, but not the obligation, to defend, compromise or settle any such claim or litigationAdditional Transaction Documents.

General Indemnification Obligation of Seller. SELLER will Subject to the terms set forth herein, from and after the Closing, Seller shall reimburse, indemnify and hold harmless BUYERPurchaser, its Affiliates (including the Company and each Subsidiary), and its their respective stockholders, direct or indirect controlling persons, directors, managers, officers, directors agents, employees, members, successors and shareholdersassigns (each, (each such person is referred to herein as "BUYER" or as a "SELLER Indemnified PartyPurchaser Indemnitee" and collectively, the ") Purchaser Indemnitees"), against and in respect of: (a) any and all actions, suits and claims, or legal, administrative, arbitral, governmental or other proceedings or investigations against any SELLER Indemnified Party, that relate to SELLER, the Business or the Purchased Assets and which result from or arise out of any event, occurrence, action, inaction or transaction occurring on or prior to the Closing Date; (b) any and all liabilities and obligations of any nature whatsoever of or relating to SELLER or to the Business or the Purchased Assets on or prior to the Closing, including any employee severance or similar benefits and liabilities and obligations arising out of occurrences or actions on or prior to the Closing Date under any "employee pension benefit plan" or "employee welfare benefit plan" as those terms are defined in Sections 3(1) and 3(2) of the Employee Retirement Income Security Act of 1974, as amended, any product liability, warranty or other claims arising out of or relating to any product manufactured, distributed or sold by SELLER at any time before Closing, any claims by any third party under any bulk sales law, and any claims relating to patent or trademark infringement, taxes, workers compensation, real estate or environmental, health or safety matters; (c) any and all damages, losses, settlement payments, deficiencies, liabilities, costs and expenses sufferedexpenses, sustained, incurred or required to be paid by any SELLER Indemnified Party because of or that result from, relate to or arise out of the untruth, inaccuracy or breach of, or the failure to fulfill, any representation, warranty, agreement, covenant or statement (i) of SELLER contained in this Agreement or (ii) contained in any certificate, or schedule, document or instrument furnished to the BUYER by or on behalf of SELLER at the Closing; (d) any and all actions, suits, claims or legal, administrative, arbitral, governmental or other proceedings against any SELLER Indemnified Party that relate to any alleged claim or right of third persons by virtue of the application of the Florida or other Bulk Sales Laws which may be asserted against any of the Purchased Assets; (e) any product liability claims made against BUYER arising out of or relating to any product manufactured or sold by SELLER prior to the date of Closing; (f) any and all uncollected accounts receivable regardless of any reserves therefore which remain outstanding 180 days after the Date of Closing, and BUYER shall have the right to deduct such amounts from Escrow or require payment from SELLER (at BUYER's election); (g) any and all actions, suits, claims or legal, administrative, arbitral, governmental or other proceedings involving SELLER Indemnified Party that relate to environmental, safety or health matters including those arising from SELLER's ownership, use, operation, or occupancy of any real property or improvements at any time, except as caused by BUYER, directly or indirectly, after the Closing Date; and (h) any and all actions, suits, claims, proceedings, investigations, demands, assessments, finesaudits, judgments, costs and other expenses (including, without limitation, reasonable legal fees and expenses) fines or judgments incident to any of the foregoing or to the enforcement of this Section 5.1. Article VII (collectively, "Losses"), incurred or suffered by any Purchaser Indemnitee that result from, relate to or arise out of any of the following: (a) any breach or inaccuracy of the representations or warranties made by Seller in this Agreement or in any Transaction Document; (b) any breach by Seller of a covenant or agreement contained in this Agreement or in any Transaction Document; (c) expenses of Seller, and to the extent BUYER prevails in such enforcement action. BUYER shall promptly notify SELLERincurred prior to Closing and not included as Closing Adjustment Liabilities, expenses of the existence Company, the Subsidiaries and their Affiliates, relating to the consummation of the transactions contemplated by this Agreement or any matter Transaction Document, including fees and expenses of attorneys, accountants, financial advisors and broker fees; (d) any and all adjustments to which the Purchase Price required to be made in accordance with this Agreement; (e) any obligations set forth in or Liabilities related to an Excluded Asset or any Indebtedness to be paid off or cancelled pursuant to Section 4.3.6, including the Pinnacle Notes, the TXU Loans or the CoBank Loan; (f) any obligation or Liability arising under any arrangement or agreement or account terminated pursuant to Section 4.3.7; (g) any claims by TXU Corp., Seller and their Affiliates (other than the Company and the Subsidiaries and by any Person who served as an officer or director of the Company or its Subsidiaries prior to Closing) except for claims arising out of this paragraph shall applyAgreement or the Transaction Documents, claims arising after the Closing Date, and shall give SELLER reasonable opportunity claims with respect to defend any claim intercompany agreements that will remain in effect after the Closing in accordance with Section 4.3.7; (h) any Liability related to an ONCOR ROW License Right Defect listed in Section (c)(ii) of Schedule 3.1.9 and Schedule 4.1.4; (i) any Liability for FCC penalties, assessments or litigation at its own expense, with counsel of its own selection approved charges incurred by BUYER (which shall not be unreasonably withheld); provided that BUYER shall also at all times have the right fully to participate in such defense at its own expense. If SELLER shall fail, within Company or a reasonable time after such notice, to defend such claim or litigation, BUYER or any successor Subsidiary relating to the business and assets period prior to the Closing Date as a result of BUYER shall have the right, but not FCC's investigation in its file EB-03-IH-0342; (j) any Liabilities payable as a result of the obligation, to defend, compromise or settle any such claim or litigationaudit of the Lucent Agreement (as disclosed in clause (b) of Schedule 3.

General Indemnification Obligation of Seller. SELLER will (a) From and after the Closing, Seller shall reimburse, indemnify and hold harmless BUYER, Buyer and its officers, directors successors and shareholders, assigns (each such person is referred to herein as an "BUYER" or as a "SELLER Indemnified Buyer Party") against and in respect of: (a) of any and all actions, suits and claims, or legal, administrative, arbitral, governmental or other proceedings or investigations against any SELLER Indemnified Party, that relate to SELLER, the Business or the Purchased Assets and which result from or arise out of any event, occurrence, action, inaction or transaction occurring on or prior to the Closing Date; damages (b) any and all liabilities and obligations of any nature whatsoever of or relating to SELLER or to the Business or the Purchased Assets on or prior to the Closing, including any employee severance or similar benefits and liabilities and obligations arising out of occurrences or actions on or prior to the Closing Date under any "employee pension benefit plan" or "employee welfare benefit plan" as those terms are defined in Sections 3(1) and 3(2) of the Employee Retirement Income Security Act of 1974, as amended, any product liability, warranty or other claims arising out of or relating to any product manufactured, distributed or sold by SELLER at any time before Closing, any claims by any third party under any bulk sales law, and any claims relating to patent or trademark infringement, taxes, workers compensation, real estate or environmental, health or safety matters; (c) any and all excluding consequential damages, lost profits, lost business opportunities and incidental damages), losses, settlement payments, deficiencies, liabilities, costs and expenses suffered(including assessments, sustainedlegal fees, litigation costs, fines and judgments) incurred or required to be paid suffered by any SELLER Indemnified Buyer Party because of or that result from, relate to or arise out of the untruth, inaccuracy or breach of, or the failure to fulfill, any representation, warranty, agreement, covenant or statement : (i) any and all liabilities and obligations of SELLER contained Seller of any nature whatsoever (including liabilities for Taxes) arising from or incurred in the operation of the Business prior to the Closing Date, except for those liabilities and obligations of Seller which Buyer specifically assumes pursuant to this Agreement or Agreement; (ii) contained in any certificateother than as described at (iii) below, or schedule, document or instrument furnished to the BUYER by or on behalf of SELLER at the Closing; (d) any and all actions, suits, claims or legal, administrative, arbitralarbitration, governmental or other proceedings or investigations against any SELLER Indemnified Buyer Party that relate to the extent relating to Seller or the Business to the extent (and only to the extent) the reason therefor or subject thereof arose or occurred prior to the Closing Date or which result from or arise out of any alleged claim action or right inaction prior to the Closing Date of third persons by virtue Seller or any director, officer, employee, agent, representative or subcontractor of the application of the Florida or other Bulk Sales Laws Seller, except for those which may be asserted against any of the Purchased AssetsBuyer specifically assumes pursuant to this Agreement; (eiii) any product cost, claim, expense or liability claims made against BUYER arising out (including legal fees and costs of litigation) which Buyer may incur or relating with which Buyer may be threatened in writing by a customer in excess of $2.00 per carton, linear foot of open-shelf files, disk pack or other storage unit in connection with lost, damaged or destroyed records of customers with which Seller did not, as of the Closing Date, have a contract which limited Seller's liability in the event of loss, damage or destruction to any product manufactured such amount, , if such loss, damage or sold by SELLER destruction (i) occurred prior to the Closing Date, or (ii) is such that it cannot be determined with reasonable certainty whether the date of Closing; (f) any and all uncollected accounts receivable regardless of any reserves therefore which remain outstanding 180 days the loss, destruction or damage occurred prior to or after the Closing Date; provided that with respect to any loss described in this clause (ii), Seller shall indemnify Buyer for only 50% of the cost, claim, expense or liability related thereto; and further provided that Seller acknowledges that the 6,500 cartons referred to in Schedule 3.25 are cartons which, if lost, damaged or inadvertently destroyed, suffered such event prior to the Closing Date of Closing, and BUYER shall have the right to deduct such amounts from Escrow or require payment from SELLER (at BUYER's election); (g) any and all actions, suits, claims or legal, administrative, arbitral, governmental or other proceedings involving SELLER Indemnified Party that relate to environmental, safety or health matters arising from SELLER's ownership, use, operation, or occupancy of any real property or improvements at any time, except as caused by BUYER, directly or indirectly, occurred after the Closing Date; and (hiv) any and all actionsmaterial misrepresentation, suitsbreach of warranty or nonfulfillment of any agreement or covenant on the part of Seller under this Agreement, claimsor any material misrepresentation in or omission from any certificate, proceedingsschedule, assessmentsstatement, finesdocument or instrument furnished to Buyer at the Closing pursuant hereto. (b) Notwithstanding anything herein contained to the contrary, judgments, costs and other expenses (including, without limitation, reasonable legal fees and expenses) incident neither Seller nor any of its partners shall have any obligations to Buyer under Section 11.1 with respect to any claim of the foregoing or which Buyer gives notice to Seller later than December 15, 1998, and any such claims shall be expressly limited to the enforcement extent provided in subparagraphs (c), (d) and (e) of this Section 5.1. 11.1. (c) Notwithstanding any other provision herein contained, Seller shall not have any indemnification obligation with respect to the first $150,000 of total claims incurred under Section 11.1; provided, that if such threshold is reached, Seller shall be liable for all costs, losses and expenses incurred by Buyer without regard to the threshold. (d) In case any event shall occur which would otherwise entitle either party to assert a claim for indemnification hereunder, no loss shall be deemed to have been sustained by such party to the extent BUYER prevails of (i) any tax savings realized by such party with respect thereto, or (ii) any after-tax proceeds received by such party from any third party, including but not limited to any insurance carrier. (e) Seller and Buyer agree that the $5,000,000 in such enforcement action. BUYER shall promptly notify SELLER, cash representing a deferred portion of the existence of any matter to which the obligations purchase price as set forth in Section 2.2(b) above (the "Indemnity Funds") will be held pursuant to the terms and conditions of the Post-Closing Escrow Agreement and this paragraph Agreement. Notwithstanding any other provision herein contained, neither Seller nor any of its partners shall applyhave any indemnification obligation for total claims incurred under Section 11.1 in excess of the balance of the Indemnity Funds then held by the Escrow Agent under the Post-Closing Escrow Agreement, and the exclusive recourse of Buyer for claims incurred under Section 11.1 shall give SELLER reasonable opportunity to defend any claim or litigation at its own expense, with counsel of its own selection approved by BUYER (which shall not be unreasonably withheld); provided that BUYER shall also at all times have the right fully to participate in such defense at its own expense. If SELLER shall fail, within a reasonable time after such notice, to defend such claim or litigation, BUYER or any successor to the business and assets of BUYER shall have the right, but not the obligation, to defend, compromise or settle any such claim or litigationIndemnity Funds.

General Indemnification Obligation of Seller. SELLER From and after the date hereof, Seller will reimburse, indemnify and hold harmless BUYER, Purchaser and its directors, officers, directors and employees, shareholders, affiliates, successors and assigns (each such person is referred to herein as "BUYER" or as a "SELLER an “Indemnified Purchaser Party"”) against and in respect of any and all Actions, damages, losses, deficiencies, liabilities, assessments, fines, devaluation in investment, costs and expenses, including court costs, costs and expenses of investigation and reasonable attorneys fees (collectively, “Losses”), incurred or suffered by any Indemnified Purchaser Party that result from, relate to or arise out of: (a) any and all actionsRetained Liabilities, suits including the following: (i) any and claimsall Liabilities of either that either (A) are existing on the Closing Date or (B) arise out of, or legalresult from or relate to, administrativeany transaction entered into, arbitralor any state of facts existing, governmental prior to or other proceedings at the Closing Date which are imposed on an Indemnified Purchaser Party as a result of or investigations in connection with the transactions contemplated in this Agreement; and (ii) any and all claims against any SELLER Indemnified Party, Purchaser Party that relate to SELLER, the Assets or the Business in which the principal event giving rise thereto occurred on or prior to the Purchased Assets and Closing Date or which result from or arise out of any event, occurrence, action, action or inaction or transaction occurring on or prior to the Closing Date; (b) any and all liabilities and obligations of any nature whatsoever of or relating to SELLER or to the Business or the Purchased Assets on or prior to the Closing, including any employee severance or similar benefits and liabilities and obligations arising out of occurrences or actions on or prior to the Closing Date under of Seller or any "employee pension benefit plan" director, officer, Employee, shareholder, agent or "employee welfare benefit plan" as those terms are defined in Sections 3(1representative of Seller, or the Shareholder; (b) and 3(2) any misrepresentation, breach of the Employee Retirement Income Security Act of 1974, as amended, any product liability, warranty or other claims arising out nonfulfillment of any agreement or relating to any product manufactured, distributed or sold by SELLER at any time before Closing, any claims by any third party covenant on the part of Seller and/or the Shareholder under any bulk sales law, and any claims relating to patent or trademark infringement, taxes, workers compensation, real estate or environmental, health or safety matters;this Agreement; and (c) any and all damages, losses, settlement payments, deficiencies, liabilities, costs and expenses suffered, sustained, incurred or required to be paid by any SELLER Indemnified Party because of or that result from, relate to or arise out of the untruth, inaccuracy or breach of, or the failure to fulfill, any representation, warranty, agreement, covenant or statement (i) of SELLER contained in this Agreement or (ii) contained in any certificate, or schedule, document or instrument furnished to the BUYER by or on behalf of SELLER at the Closing; (d) any and all actions, suits, claims or legal, administrative, arbitral, governmental or other proceedings against any SELLER Indemnified Party that relate to any alleged claim or right of third persons by virtue of the application of the Florida or other Bulk Sales Laws which may be asserted against any of the Purchased Assets; (e) any product liability claims made against BUYER arising out of or relating to any product manufactured or sold by SELLER prior to the date of Closing; (f) any and all uncollected accounts receivable regardless of any reserves therefore which remain outstanding 180 days after the Date of Closing, and BUYER shall have the right to deduct such amounts from Escrow or require payment from SELLER (at BUYER's election); (g) any and all actions, suits, claims or legal, administrative, arbitral, governmental or other proceedings involving SELLER Indemnified Party that relate to environmental, safety or health matters arising from SELLER's ownership, use, operation, or occupancy of any real property or improvements at any time, except as caused by BUYER, directly or indirectly, after the Closing Date; and (h) any and all actions, suits, claims, proceedingsActions, assessments, audits, fines, judgments, costs and other expenses (including, without limitation, reasonable legal fees and expensesfees) incident to any of the foregoing or to the enforcement of this Section 5.1. to the extent BUYER prevails in such enforcement action. BUYER shall promptly notify SELLER, of the existence of any matter to which the obligations set forth in this paragraph shall apply, and shall give SELLER reasonable opportunity to defend any claim or litigation at its own expense, with counsel of its own selection approved by BUYER (which shall not be unreasonably withheld); provided that BUYER shall also at all times have the right fully to participate in such defense at its own expense. If SELLER shall fail, within a reasonable time after such notice, to defend such claim or litigation, BUYER or any successor to the business and assets of BUYER shall have the right, but not the obligation, to defend, compromise or settle any such claim or litigation10.2.1.