Common use of Indemnification by Xxxxxxx Clause in Contracts

Indemnification by Xxxxxxx. Each Lender severally agrees to pay any amount required to be paid by any Obligor under Sections 10.3(a) and 10.3(b) to Administrative Agent (or any sub-agent thereof), Issuing Lender, or Swingline Lender or any Related Party of any of the foregoing (each, an “Agent Indemnitee”) to the extent not reimbursed by an Obligor and without limiting the obligation of any Obligor to do so, and to hold harmless and indemnify each Agent Indemnitee from and against any and all losses, claims, damages, liabilities and related expenses, including the fees, charges and disbursements of any kind whatsoever that may at any time (whether before or after the payment of the Loans) be imposed on, incurred by or asserted against such Agent Indemnitee in any way relating to or arising out of the Commitments, this Agreement, any of the other Loan Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by such Agent Indemnitee under or in connection with any of the foregoing, in each case ratably in accordance with such Xxxxxx’s Pro Rata Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); provided that with respect to such amounts owed to Issuing Lender or Swingline Lender solely in its capacity as such, only the Revolving Credit Lenders shall be required to pay such amounts, such payment to be made severally among them based on such Revolving Credit Lenders’ Revolving Credit Exposure; provided further that (i) the unreimbursed expense or indemnified loss, claim, damage, liability, or related expense, as the case may be, was incurred by or asserted against Administrative Agent (or any such sub-agent), Issuing Lender or Swingline Lender in its capacity as such, or against any Related Party of any of the foregoing acting for Administrative Agent (or any such sub-agent), Issuing Lender, or Swingline Lender in connection with such capacity, and (ii) no Lender shall be liable for the payment to any Agent Indemnitee of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements that are found by a final and non-appealable decision of a court of competent jurisdiction to have resulted from such Agent Xxxxxxxxxx’s gross negligence or willful misconduct. The obligations of the Lenders under this Section 10.3(c) are subject to the provisions of Section 2.6(c).

Indemnification by Xxxxxxx. Each Lender severally agrees The Lenders agree to pay any amount required to be paid by any Obligor under Sections 10.3(a) and 10.3(b) to Administrative indemnify each Agent in its capacity as such (or any sub-agent thereof), Issuing Lender, or Swingline Lender or any Related Party of any of the foregoing (each, an “Agent Indemnitee”) to the extent not reimbursed by an Obligor the Loan Parties and without limiting the obligation of any Obligor the Loan Parties to do so), ratably according to their respective Total Credit Exposure in effect on the date on which indemnification is sought under this Section 11.07 (or, if indemnification is sought after the date upon which the Commitments shall have terminated and the Loans shall have been paid in full, ratably in accordance with such Total Credit Exposure immediately prior to hold harmless and indemnify each Agent Indemnitee such date), from and against any and all liabilities, obligations, losses, claims, damages, liabilities and related expensespenalties, including the feesactions, charges and judgments, suits, costs, expenses or disbursements of any kind whatsoever that may at any time (whether before or after the payment of the Loans) be imposed on, incurred by by, or asserted against against, such Agent Indemnitee in any way relating to or arising out of of, the Commitments, this Loan Agreement, any of the other Loan Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by such Agent Indemnitee under or in connection with any of the foregoing; provided, in each case ratably in accordance with such Xxxxxx’s Pro Rata Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); provided that with respect to such amounts owed to Issuing Lender or Swingline Lender solely in its capacity as such, only the Revolving Credit Lenders shall be required to pay such amounts, such payment to be made severally among them based on such Revolving Credit Lenders’ Revolving Credit Exposure; provided further that (i) the unreimbursed expense or indemnified loss, claim, damage, liability, or related expense, as the case may be, was incurred by or asserted against Administrative Agent (or any such sub-agent), Issuing Lender or Swingline Lender in its capacity as such, or against any Related Party of any of the foregoing acting for Administrative Agent (or any such sub-agent), Issuing Lender, or Swingline Lender in connection with such capacity, and (ii) no Lender shall be liable for the payment to any Agent Indemnitee of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements that are found by a final and final, non-appealable decision order of a court of competent jurisdiction to have resulted from such Agent XxxxxxxxxxAgent’s gross negligence or willful misconduct. The obligations agreements in this Section 11.07 shall survive the payment of the Lenders under this Section 10.3(c) are subject to the provisions of Section 2.6(c)Loans and all other amounts payable hereunder.

Indemnification by Xxxxxxx. Each Lender severally agrees Subject to pay any amount required to be paid by any Obligor under Sections 10.3(a) Section 9.2, Xxxxxxx shall defend, indemnify and 10.3(b) to Administrative Agent (or any sub-agent thereof), Issuing Lender, or Swingline Lender or any Related Party of hold harmless TRACON and any of the foregoing its Affiliates, and each of its and their directors, officers, employees and agents (each, an a “Agent IndemniteeTRACON Indemnified Party”) to the extent not reimbursed by an Obligor and without limiting the obligation of any Obligor to do so, and to hold harmless and indemnify each Agent Indemnitee from and against any and all damages, losses, claimsliabilities, damagesjudgments, liabilities fines, amounts paid in settlement, costs and related expenses, expenses (including the feesreasonable costs and expenses of attorneys and other professionals) (collectively, charges and disbursements “Losses”) incurred by any TRACON Indemnified Party resulting from any claim, action or proceeding brought or initiated by a Third Party (“Third Party Claim”) against a TRACON Indemnified Party, to the extent that such Losses arise out of or relate to, directly or indirectly: (a) the Assumed Liabilities; (b) the breach by Xxxxxxx of any kind whatsoever that may at of its representations, warranties or covenants set forth herein; (c) the negligence, recklessness or wrongful intentional acts or omissions of any time Xxxxxxx Indemnified Party; or (whether before d) the Development, Manufacture or Commercialization of any Licensed Compound or Licensed Product by or on behalf of Xxxxxxx or any of its Affiliates on or after the payment of the Loans) be imposed on, incurred by or asserted against such Agent Indemnitee in any way relating to or arising out of the Commitments, this Agreement, any of the other Loan Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by such Agent Indemnitee under or in connection with any of the foregoingEffective Date; except, in each case ratably in accordance with ((a) through (d)), to the extent such Xxxxxx’s Pro Rata Share (determined as of the time that the applicable unreimbursed expense Losses arise directly or indemnity payment is sought); provided that with respect to such amounts owed to Issuing Lender or Swingline Lender solely in its capacity as such, only the Revolving Credit Lenders shall be required to pay such amounts, such payment to be made severally among them based on such Revolving Credit Lenders’ Revolving Credit Exposure; provided further that indirectly from (i) the unreimbursed expense or indemnified loss, claim, damage, liability, or related expense, as the case may be, was incurred breach by or asserted against Administrative Agent (or any such sub-agent), Issuing Lender or Swingline Lender in its capacity as such, or against any Related Party TRACON of any of the foregoing acting for Administrative Agent (or any such sub-agent)its representations, Issuing Lenderwarranties, or Swingline Lender in connection with such capacitycovenants set forth herein, and (ii) no Lender shall be liable for the payment to any Agent Indemnitee negligence, recklessness or wrongful intentional acts or omissions of any portion TRACON Indemnified Party, or (iii) the Development or Manufacture of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses any AR Mutant Compound or disbursements that are found AR Mutant Product by a final or on behalf of TRACON or any of its Affiliates during the Development Term and non-appealable decision of a court of competent jurisdiction to have resulted from such Agent Xxxxxxxxxx’s gross negligence or willful misconduct. The obligations of the Lenders under this Section 10.3(c) are subject to the provisions of Section 2.6(c)Transition Period.

Indemnification by Xxxxxxx. Each Lender severally Xxxxxxx agrees to pay indemnify each Purchaser and their respective Representatives (collectively, “Purchaser Related Parties”) from costs, losses, liabilities, damages, or expenses of any amount required to be paid by kind or nature whatsoever, and hold each of them harmless against, any Obligor under Sections 10.3(a) and 10.3(b) to Administrative Agent all actions, suits, proceedings (including any investigations, litigation or any sub-agent thereofinquiries), Issuing Lenderdemands, and causes of action, and, in connection therewith, and promptly upon demand, pay or reimburse each of them for all costs, losses, liabilities, damages, or Swingline Lender expenses of any kind or nature whatsoever (including the reasonable fees and disbursements of counsel and all other reasonable expenses incurred in connection with investigating, defending or preparing to defend any Related Party such matter that may be incurred by them or asserted against or involve any of them), whether or not involving a third party claim, as a result of, arising out of, or in any way related to (i) the failure of any of the foregoing (each, an “Agent Indemnitee”) representations or warranties made by Xxxxxxx contained herein to the extent not reimbursed by an Obligor be true and without limiting the obligation of any Obligor to do so, and to hold harmless and indemnify each Agent Indemnitee from and against any and correct in all losses, claims, damages, liabilities and related expenses, including the fees, charges and disbursements of any kind whatsoever that may at any time (whether before or after the payment of the Loans) be imposed on, incurred by or asserted against such Agent Indemnitee in any way relating to or arising out of the Commitments, this Agreement, any of the other Loan Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by such Agent Indemnitee under or in connection with any of the foregoing, in each case ratably in accordance with such Xxxxxx’s Pro Rata Share (determined material respects as of the time that the applicable unreimbursed expense or indemnity payment is sought); provided that date made (except with respect to any provisions including the word “material” or words of similar import, with respect to which such amounts owed to Issuing Lender representations and warranties must have been true and correct) or Swingline Lender solely in its capacity as such, only the Revolving Credit Lenders shall be required to pay such amounts, such payment to be made severally among them based on such Revolving Credit Lenders’ Revolving Credit Exposure; provided further that (i) the unreimbursed expense or indemnified loss, claim, damage, liability, or related expense, as the case may be, was incurred by or asserted against Administrative Agent (or any such sub-agent), Issuing Lender or Swingline Lender in its capacity as such, or against any Related Party of any of the foregoing acting for Administrative Agent (or any such sub-agent), Issuing Lender, or Swingline Lender in connection with such capacity, and (ii) no Lender the breach of any covenants of Xxxxxxx contained herein, provided that, in the case of the immediately preceding clause (i), such claim for indemnification is made prior to the expiration of such representation or warranty; provided, however, that for purposes of determining when an indemnification claim has been made, the date upon which a Purchaser Related Party shall have given notice (stating in reasonable detail the basis of the claim for indemnification) to Xxxxxxx shall constitute the date upon which such claim has been made; provided, further, that the liability of Xxxxxxx shall not be greater in amount than the Purchase Price. No Purchaser Related Party shall be liable for the payment entitled to any Agent Indemnitee of any portion of such liabilitiesrecover special, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses consequential or disbursements that are found by a final and non-appealable decision of a court of competent jurisdiction to have resulted from such Agent Xxxxxxxxxx’s gross negligence or willful misconduct. The obligations of the Lenders punitive damages under this Section 10.3(c) are subject to the provisions of Section 2.6(c)5.01.

Indemnification by Xxxxxxx. Each Lender severally Subject to the terms and conditions contained herein, Xxxxxxx hereby agrees to pay any amount required to be paid by any Obligor under Sections 10.3(a) indemnify and 10.3(b) to Administrative Agent (or any sub-agent thereof)hold harmless the Company, Issuing Lenderits Subsidiaries after the Closing, or Swingline Lender or any Related Party of any their respective officers, directors and agents and Prior, individually and as Trustee of the foregoing (each1994 Prior Charitable Remainder Trust, an “Agent Indemnitee”) to the extent not reimbursed by an Obligor and without limiting the obligation of any Obligor to do so, and to hold harmless and indemnify each Agent Indemnitee from and against any and all losses, claimsliabilities, damages, liabilities costs, and related expensesexpenses (including, including the feeswithout limitation, charges reasonable attorney's fees and disbursements any and all expenses whatsoever reasonably incurred in investigating, preparing or defending any action, suit or proceeding, commenced or threatened) of any kind whatsoever that may at and nature (collectively, "Losses") (A) which relate to or arise out of any time (whether before action, suit or after the payment proceeding brought by or on behalf of any stockholder of the Loans) be imposed on, incurred by Company or asserted against such Agent Indemnitee in any way relating to or ECI arising out of the Commitments, this Agreement, any of the other Loan Documents or any documents contemplated by or referred relating to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by such Agent Indemnitee under or in connection with any of the foregoing, in each case ratably in accordance with such Xxxxxx’s Pro Rata Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); provided that with respect to such amounts owed to Issuing Lender or Swingline Lender solely in its capacity as such, only the Revolving Credit Lenders shall be required to pay such amounts, such payment to be made severally among them based on such Revolving Credit Lenders’ Revolving Credit Exposure; provided further that (i) the unreimbursed expense repurchase by the Company of shares of Company Common Stock owned by Prior and/or the Trust pursuant to the Recapitalization Agreement or indemnified loss, claim, damage, liability, or related expense, as the case may be, was incurred by or asserted against Administrative Agent (or any such sub-agent), Issuing Lender or Swingline Lender in its capacity as such, or against any Related Party of any of the foregoing acting for Administrative Agent (or any such sub-agent), Issuing Lender, or Swingline Lender in connection with such capacity, and (ii) no Lender shall the number of shares of ECI Common Stock to be liable for received by Xxxxxxx pursuant to the payment Merger Agreement, or (B) which relate to any Agent Indemnitee or arise out of any portion action, suit or proceeding arising out of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements that are found by a final and non-appealable decision relating to an untrue statement of a court material fact or alleged untrue statement of competent jurisdiction a material fact contained in the proxy statement/prospectus to have resulted from such Agent Xxxxxxxxxx’s gross negligence be delivered to holders of Company Common Stock (the "Proxy Statement") or willful misconduct. The obligations the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, but only with respect to the beneficial ownership of stock of the Lenders under this Section 10.3(c) are subject Company by Xxxxxxx and/or members of his family and his or their Affiliates and biographical information with respect to the provisions of Section 2.6(c)Xx. Xxxxxxx.

Indemnification by Xxxxxxx. Each Lender severally Veralto agrees to pay any amount required indemnify and hold harmless, to be paid the full extent permitted by any Obligor under Sections 10.3(a) law, each Holder, such Holder’s Affiliates and 10.3(b) to Administrative Agent their respective officers, directors, employees, advisors, and agents and each Person who controls (or any sub-agent thereof), Issuing Lender, or Swingline Lender or any Related Party of any within the meaning of the foregoing (each, an “Agent Indemnitee”Securities Act or the Exchange Act) to the extent not reimbursed by an Obligor and without limiting the obligation of any Obligor to do so, and to hold harmless and indemnify each Agent Indemnitee such Persons from and against any and all losses, claims, damages, liabilities (or actions in respect thereof, whether or not such indemnified party is a party thereto) and related expenses, joint or several (including the feesreasonable costs of investigation and legal expenses) (each, charges a “Loss” and disbursements of any kind whatsoever that may at any time (whether before or after the payment of the Loanscollectively “Losses”) be imposed on, incurred by or asserted against such Agent Indemnitee in any way relating to or arising out of or based upon (i) any untrue or alleged untrue statement of a material fact contained in any Registration Statement under which the Commitments, this Agreement, Sale of such Registrable Securities was Registered under the Securities Act (including any of the other Loan Documents final or preliminary Prospectus contained therein or any amendment thereof or supplement thereto or any documents contemplated incorporated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by such Agent Indemnitee under or in connection with any of the foregoingreference therein), in each case ratably in accordance with such Xxxxxx’s Pro Rata Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); provided that with respect to such amounts owed to Issuing Lender or Swingline Lender solely in its capacity as such, only the Revolving Credit Lenders shall be required to pay such amounts, such payment to be made severally among them based on such Revolving Credit Lenders’ Revolving Credit Exposure; provided further that (i) the unreimbursed expense or indemnified loss, claim, damage, liability, or related expense, as the case may be, was incurred by or asserted against Administrative Agent (or any such sub-agent), Issuing Lender statement made in any free writing prospectus (as defined in Rule 405 under the Securities Act) that Veralto has filed or Swingline Lender in its capacity as suchis required to file pursuant to Rule 433(d) under the Securities Act, or against any Related Party of any of the foregoing acting for Administrative Agent (or any such sub-agent), Issuing Lender, or Swingline Lender in connection with such capacity, and (ii) no Lender any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a Prospectus, preliminary Prospectus or free writing prospectus, in light of the circumstances under which they were made) not misleading; provided, however, that Veralto shall not be liable to any particular indemnified party in any such case to the extent that any such Loss arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any such Registration Statement in reliance upon and in conformity with written information furnished to Veralto by such indemnified party expressly for use in the preparation thereof. This indemnity shall be liable for the payment in addition to any Agent Indemnitee liability Veralto may otherwise have. Such indemnity shall remain in full force and effect regardless of any portion investigation made by or on behalf of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses Holder or disbursements that are found any indemnified party and shall survive the transfer of such securities by a final and non-appealable decision of a court of competent jurisdiction to have resulted from such Agent Xxxxxxxxxx’s gross negligence or willful misconduct. The obligations of the Lenders under this Section 10.3(c) are subject to the provisions of Section 2.6(c)Holder.

Indemnification by Xxxxxxx. Each Lender severally Xxxxxxx hereby agrees to pay any amount required to be paid by any Obligor under Sections 10.3(aindemnify, defend and hold harmless the member of the GCC Group and their respective directors, officers, shareholders, partners, attorneys, accountants, agents and employees and their heirs, successors and assigns (the "GCC Indemnified Parties") from, against and 10.3(b) to Administrative Agent (or any sub-agent thereof), Issuing Lender, or Swingline Lender or any Related Party in respect of any of the foregoing (each, an “Agent Indemnitee”) to the extent not reimbursed by an Obligor and without limiting the obligation of any Obligor to do so, and to hold harmless and indemnify each Agent Indemnitee from and against any and all losses, claims, damages, liabilities and related expenses, including the fees, charges and disbursements of any kind whatsoever that may at any time (whether before or after the payment of the Loans) be Losses imposed on, sustained, incurred or suffered by or asserted against such Agent Indemnitee in any way GCC Indemnified Party, directly or indirectly, relating to or arising out of: (a) the breach of the Commitmentsany representation, warranty or covenant made by Xxxxxxx in this Agreement, any of the other Loan Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by such Agent Indemnitee under or in connection with any of the foregoing, in each case ratably in accordance with such Xxxxxx’s Pro Rata Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); provided that with respect to such amounts owed to Issuing Lender or Swingline Lender solely in its capacity as such, only the Revolving Credit Lenders shall be required to pay such amounts, such payment to be made severally among them based on such Revolving Credit Lenders’ Revolving Credit Exposure; provided further that ; (i) claims made by any member of the unreimbursed expense or indemnified lossXxxxxxx Group under any insurance policy maintained by the GCC Group under which any member of the Xxxxxxx Group is an insured party including, claimwithout limitation, damage, liability, or related expense, as all premiums (including (A) pre-paid premiums and (B) premiums relating to periods prior to the case may be, was incurred by or asserted against Administrative Agent (or consummation of the Offerings resulting from any retroactive adjustment of such prior period premiums under the terms of any such sub-agentpolicies), Issuing Lender or Swingline Lender in its capacity as suchdeductibles, or against any Related Party of any of the foregoing acting for Administrative Agent (or any such sub-agent), Issuing Lender, or Swingline Lender in connection with such capacityretention amounts and other expenses, and (ii) no Lender shall be liable all expenses attributable to any member of the Xxxxxxx Group under the Agreement Letters for Paid Loss Program between Xxxxxxx USA, Inc. and The Travelers Insurance Company, dated November 20, 1996, November 20, 1995 and July 6, 1995, respectively; (c) the Offerings, insofar (and only insofar) as such Losses arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the "Selling Stockholder" section of any preliminary or final prospectus for the payment Offerings, or arise out of or are based upon an omission or alleged omission to state in such section a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; (d) any United States federal, state or local withholding tax, penalties or interest (after utilization of all available reserves in excess of requirements) imposed on the Company with respect to any Agent Indemnitee dividends declared and paid by the Company to a member of the Xxxxxxx Group on or before the Closing Date; or (e) any portion member of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements that are found by the GCC Group being deemed a final and non-appealable decision member of a court of competent jurisdiction to have resulted from such Agent Xxxxxxxxxx’s gross negligence controlled group, or willful misconduct. The obligations under common control and treated as a single employer, with the Xxxxxxx Group under Section 414(b), (c), (m) or (o) of the Lenders under this Code or Section 10.3(c4001(b)(1) are subject to of the provisions Employee Retirement Income Security Act of Section 2.6(c)1974, as amended.

Indemnification by Xxxxxxx. Each Lender severally agrees (a) Subject to pay any amount required to be paid by any Obligor under Sections 10.3(aSection 8.1(b), Xxxxxxx shall indemnify, defend and hold harmless CBS, its Affiliates (including, after the Effective Time, GTC, GCI and the Limited Partnership) and 10.3(b) to Administrative Agent (or any sub-agent thereof)each of their respective officers, Issuing Lenderdirectors, or Swingline Lender or any Related Party employees, stockholders, agents and representatives and each of the heirs, executors, successors and assigns of any of the foregoing (each, an “Agent Indemnitee”the "CBS Indemnitees") to the extent not reimbursed by an Obligor from and without limiting the obligation of any Obligor to do soagainst, and to hold harmless and indemnify each Agent Indemnitee from and against any and pay or reimburse the CBS Indemnitees for, all losses, claimsliabilities, damages, liabilities and related deficiencies, obligations, fines, expenses, claims, demands, actions, suits, proceedings, judgments or settlements, whether or not resulting from Third Party Claims, including interest and penalties recovered by a third party with respect thereto and out-of-pocket expenses and reasonable attorneys' and accountants' fees and expenses incurred in the fees, charges and disbursements investigation or defense of any kind whatsoever that may at any time (whether before or after the payment of the Loans) be imposed onsame or in asserting, preserving or enforcing any rights hereunder (collectively, "Losses"), suffered or incurred by or asserted against such Agent Indemnitee the CBS Indemnitees (other than any Losses relating to Taxes, for which indemnification provisions are set forth in any way the Tax Matters Agreement), relating to or arising out of the Commitments, this Agreement, any of the other Loan Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by such Agent Indemnitee under or in connection with any of the foregoing, in each case ratably in accordance with such Xxxxxx’s Pro Rata Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); provided that with respect to such amounts owed to Issuing Lender or Swingline Lender solely in its capacity as such, only the Revolving Credit Lenders shall be required to pay such amounts, such payment to be made severally among them based on such Revolving Credit Lenders’ Revolving Credit Exposure; provided further that from: (i) the unreimbursed expense or indemnified loss, claim, damage, liability, or related expense, as the case may be, was incurred breach by or asserted against Administrative Agent (or any such sub-agent), Issuing Lender or Swingline Lender in its capacity as such, or against any Related Party Xxxxxxx of any of the foregoing acting for Administrative Agent (agreement or any such sub-agent), Issuing Lender, or Swingline Lender covenant contained in connection with such capacity, and this Agreement; (ii) no Lender any breach or inaccuracy of any representation or warranty of Xxxxxxx contained in this Agreement; or (iii) the ownership of GCI, GTC or the Limited Partnership or the operation of the Station prior to the Effective Time or the liabilities and obligations assumed by Xxxxxxx pursuant to Section 4.3(b); or (iv) any business or activity of GCI, GTC or the Limited Partnership other than the ownership by GCI or GTC of its partnership interest in the Limited Partnership or the ownership or operation by the Limited Partnership of the Station and the assets relating thereto. (b) Xxxxxxx shall not have any liability under Section 8.1(a)(ii) unless the aggregate of all Losses for which Xxxxxxx would, but for this Section 8.1(b), be liable under Section 8.1(a)(ii) exceed on a cumulative pre-tax basis an amount equal to $1,000,000, and then only to the extent of any such excess; provided further, that Xxxxxxx shall not have any liability under Section 8.1(a) for any amount in excess of $485,000,000 in the payment aggregate; provided, however, that the foregoing threshold shall not apply to any Agent Indemnitee such Losses relating to or arising from any breach or inaccuracy of the representations and warranties contained in Section 2.1, 2.2(a), 2.2(b), and 2.3; and provided further that neither the foregoing threshold nor the foregoing cap shall apply to any such Losses to the extent relating to or arising from the liabilities and obligations assumed by Xxxxxxx pursuant to Section 4.3(b) or any business or activity of GCI, GTC or the Limited Partnership other than the ownership by GCI or GTC of its partnership interest in the Limited Partnership or the ownership or operation by the Limited Partnership of the Station and the assets relating thereto. (c) The parties hereto agree that the mere failure to list on a Schedule a contract required to be listed on the Schedules attached hereto shall not in and of itself constitute a Loss. The parties hereto further agree that the foregoing shall in no way limit or impair any right of any portion CBS Indemnitee to indemnification under Section 8.1(a) or to recover any Losses arising out of or otherwise related to any such liabilitiescontract or the terms thereof, obligationswhen considered individually or together with the terms of any other contract, lossesincluding with respect to any revenues that may be lower than otherwise reasonably anticipated by CBS, damages, penalties, actions, judgments, suits, costs, any expenses that may be higher than otherwise reasonably anticipated by CBS or disbursements that are found by a final and non-appealable decision of a court of competent jurisdiction to have resulted any other Losses whatsoever resulting from such Agent Xxxxxxxxxx’s gross negligence contract or willful misconductits terms. The obligations parties hereto further agree that this paragraph is not in any way intended to impose any different or more stringent burden of proof on any CBS Indemnitee in asserting or enforcing any right than that which may have existed in the absence of the Lenders under this Section 10.3(c) are subject to the provisions of Section 2.6(c)foregoing.

Indemnification by Xxxxxxx. Each Lender severally Subject to the terms and -------------------------- conditions contained herein, Xxxxxxx hereby agrees to pay any amount required to be paid by any Obligor under Sections 10.3(a) indemnify and 10.3(b) to Administrative Agent (or any sub-agent thereof)hold harmless the Company, Issuing Lenderits Subsidiaries after the Closing, or Swingline Lender or any Related Party of any their respective officers, directors and agents and Prior, individually and as Trustee of the foregoing (each1994 Prior Charitable Remainder Trust, an “Agent Indemnitee”) to the extent not reimbursed by an Obligor and without limiting the obligation of any Obligor to do so, and to hold harmless and indemnify each Agent Indemnitee from and against any and all losses, claimsliabilities, damages, liabilities costs, and related expensesexpenses (including, including the feeswithout limitation, charges reasonable attorney's fees and disbursements any and all expenses whatsoever reasonably incurred in investigating, preparing or defending any action, suit or proceeding, commenced or threatened) of any kind whatsoever that may at and nature (collectively, "Losses") (A) which relate to or arise out of any time (whether before action, suit or after the payment proceeding ------- brought by or on behalf of any stockholder of the Loans) be imposed on, incurred by Company or asserted against such Agent Indemnitee in any way relating to or ECI arising out of the Commitments, this Agreement, any of the other Loan Documents or any documents contemplated by or referred relating to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by such Agent Indemnitee under or in connection with any of the foregoing, in each case ratably in accordance with such Xxxxxx’s Pro Rata Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); provided that with respect to such amounts owed to Issuing Lender or Swingline Lender solely in its capacity as such, only the Revolving Credit Lenders shall be required to pay such amounts, such payment to be made severally among them based on such Revolving Credit Lenders’ Revolving Credit Exposure; provided further that (i) the unreimbursed expense repurchase by the Company of shares of Company Common Stock owned by Prior and/or the Trust pursuant to the Recapitalization Agreement or indemnified loss, claim, damage, liability, or related expense, as the case may be, was incurred by or asserted against Administrative Agent (or any such sub-agent), Issuing Lender or Swingline Lender in its capacity as such, or against any Related Party of any of the foregoing acting for Administrative Agent (or any such sub-agent), Issuing Lender, or Swingline Lender in connection with such capacity, and (ii) no Lender shall the number of shares of ECI Common Stock to be liable for received by Xxxxxxx pursuant to the payment Merger Agreement, or (B) which relate to any Agent Indemnitee or arise out of any portion action, suit or proceeding arising out of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements that are found by a final and non-appealable decision relating to an untrue statement of a court material fact or alleged untrue statement of competent jurisdiction a material fact contained in the proxy statement/prospectus to have resulted from such Agent Xxxxxxxxxx’s gross negligence be delivered to holders of Company Common Stock (the "Proxy Statement") or willful misconduct. The obligations the omission or alleged omission to --------------- state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, but only with respect to the beneficial ownership of stock of the Lenders under this Section 10.3(c) are subject Company by Xxxxxxx and/or members of his family and his or their Affiliates and biographical information with respect to the provisions of Section 2.6(c)Xx. Xxxxxxx.