Common use of Indemnity by Seller Clause in Contracts

Indemnity by Seller. Seller and the joint venture partners agree to indemnify, defend, and hold harmless Buyer and its officers, directors, Affiliates, employees, attorneys, agents and shareholders (the "Buyer's Indemnitees") against and in respect of any and all claims, suits, actions, proceedings (formal and informal), investigations, judgments, deficiencies, losses, damages, settlements, liabilities and expenses (including, without limitation, reasonable legal fees and expenses of attorneys chosen by the Buyer's Indemnitees), (collectively, "Losses"), as and when incurred arising out of or based upon (1) any breach of any representation, warranty, covenant, or agreement of Seller contained in this Agreement or in any other agreement executed and delivered by Seller hereunder or in connection herewith, or (2) the ownership of the Assets or the conduct of the CATV Business or any other matters relating to the business of Seller for the period prior to the Closing Date, including, without limitation, any actions taken by Seller prior to the Closing Date but which do not become effective until after the Closing Date. No indemnification shall be required to be made by Seller under this Section as a result of any breach of any representation, warranty, covenant or agreement of the Seller until the amount of Buyer's Losses under this Agreement exceed, in the aggregate, $10,000. At such time as such aggregate amount of Buyer's Losses exceeds $10,000, Buyer may seek to recover all of its Losses, including the first dollar thereof in accordance with the provisions of this Section, provided, however, that no indemnification shall be required in excess of the amount of the consideration actually received, in the aggregate, pursuant to the Agreement. Seller shall not be held liable for any unintentional error in any representation or warranty or any unintentional inaccuracy or incompleteness of data, information or material which it otherwise might have been liable for hereunder if, on or before 10 business days prior to the Closing Date, Seller shall have provided Buyer with written notices of such error, inaccuracy or incompleteness and a written statement of the corrections necessary to cure the same and if, notwithstanding such notice, Buyer shall have elected to close this transaction.

Indemnity by Seller. Seller and the joint venture partners agree to will indemnify, defend, defend and hold harmless Buyer the Purchaser and each of its Affiliates (as of the Closing Date ) then having title to any portion of the Property, and each of their parents, subsidiaries, Affiliates, predecessors, successors and assigns and their respective officers, directors, Affiliatespartners, employeesmembers, attorneysmanagers, employees and agents and shareholders (the "Buyer's Indemnitees"“Purchaser Indemnified Parties”) against and in respect of from any and all claims, suits, actions, proceedings (formal and informal), investigations, judgments, deficiencies, losses, damages, settlements, liabilities and expenses (including, without limitation, reasonable legal fees and expenses of attorneys chosen Losses incurred or suffered by the Buyer's Indemnitees)Purchaser Indemnified Parties (including those arising out of direct Claims by Purchaser against Seller) or any of them as a result of, (collectively, "Losses"), as and when incurred arising out of or based upon relating to, whether directly or indirectly: (1a) any the breach or inaccuracy or non-fulfillment of any representation, warranty, covenant, representations or agreement warranties of the Seller contained in this Agreement Agreement, or in any Exhibit, Schedule, instrument or certificate delivered pursuant to this Agreement (in each case, as such representation or warranty would read if all qualifications as to materiality, including each reference to the phrase “material adverse effect” were deleted therefrom), other agreement executed than up to the $750,000 of Losses that Purchaser has agreed to incur pursuant to Section 7.02(b) hereof and delivered up to $1,000,000 of Losses that Purchaser has agreed to incur pursuant to Section 7.05(b) hereof; provided, that for purposes of determining the rights of Purchaser Indemnified Parties to indemnification for Losses incurred or suffered with respect to a breach of each representation and warranty of Seller in Section 4.01(m) which is qualified by Seller hereunder or in connection herewith, or (2) the ownership phrase “to the Knowledge of the Assets or Seller,” the conduct corresponding Section 4.01(m) of the CATV Business Disclosure Schedule will be deemed to include any matter discovered by Xxxxx and Xxxxxxxx and included in the Purchaser’s Phase I Report; (b) any breach or any other matters relating to the business of Seller for the period prior to the Closing Date, including, without limitation, any actions taken by Seller prior to the Closing Date but which do not become effective until after the Closing Date. No indemnification shall be required to be made by Seller under this Section as a result violation of any breach of any representation, warranty, covenant or agreement of the Seller until in this Agreement; (c) any Excluded Liability; (d) any Third Party Claim brought prior to the amount of Buyer's Losses under this Agreement exceed, in the aggregate, $10,000. At such time as such aggregate amount of Buyer's Losses exceeds $10,000, Buyer may seek to recover all of its Losses, including the first dollar thereof in accordance with the provisions of this Section, provided, however, that no indemnification shall be required in excess seventh anniversary of the amount of Closing Date, which Third Party Claim arises from or is related to (i) any oil and gas operations which occurred or are occurring on the consideration actually received, in the aggregate, pursuant Property on or prior to the Agreement. Seller shall not be held liable for any unintentional error in any representation Closing Date or warranty or any unintentional inaccuracy or incompleteness of data, information or material which it otherwise might have been liable for hereunder if, (ii) the activities conducted on or before 10 business days prior to the Closing Date on any solid wood manufacturing site existing on the Property at or prior to the Closing Date, Seller shall have provided Buyer with written notices of such error, inaccuracy or incompleteness ; and a written statement (e) any Third Party Claim (other than those contemplated by (d) above) brought prior to the third anniversary of the corrections necessary Closing Date, which Third Party Claim arises from or is related to cure any condition existing on or prior to the same and if, notwithstanding such notice, Buyer shall have elected Closing Date which constitutes a violation of or gives rise to close this transactiona duty to report or remediate under any Environmental Law.

Indemnity by Seller. Seller (a) Subject to the provisions of Section 11.1 hereof relating to the survival of representations and warranties and the joint venture partners agree other limitations contained herein, from and after the Closing, Seller agrees to indemnify, defend, defend and hold harmless Buyer and its officersAffiliates (collectively, directors, Affiliates, employees, attorneys, agents and shareholders (the "Buyer's Buyer Indemnitees") against (and in respect to pay within 30 days of any and demand) all claims, suitslosses, actionsliabilities, proceedings (formal and informal)obligations, investigations, judgmentsdamages, deficiencies, lossescosts and expenses, damages, settlements, liabilities and expenses (including, including without limitation, losses resulting from the defense, settlement and/or compromise of a claim and/or demand and/or assessment, reasonable legal fees attorneys', accountants' and expert witnesses' fees, costs and expenses of attorneys chosen by investigation, and the Buyer's Indemnitees), costs and expenses of enforcing the indemnification provided hereunder (collectively, hereafter individually a "Loss" and collectively "Losses"), as ) incurred by any of the Buyer Indemnitees and when incurred arising out of or based upon relating to: (1i) all Excluded Assets; (ii) all liabilities not forming a part of the Assumed Liabilities; (iii) any misrepresentation or breach of any representation or warranty made by Seller in this Agreement; and (iv) any breach of any representation, warranty, covenant, agreement or agreement obligation of Seller contained in this Agreement or in any other agreement executed and delivered by Agreement. (b) Seller hereunder or in connection herewith, or (2) the ownership of the Assets or the conduct of the CATV Business or any other matters relating to the business of Seller for the period prior to the Closing Date, including, without limitation, any actions taken by Seller prior to the Closing Date but which do shall not become effective until after the Closing Date. No indemnification shall be required to be made by Seller under this indemnify Buyer Indemnitees with respect to any claim for indemnification resulting from or arising out of matters described above pursuant to Section as a result of any breach of any representation11.2(a), warranty, covenant or agreement of the Seller unless and until the amount of Buyer's Losses under this Agreement exceed, in the aggregate, $10,000. At such time as such aggregate amount of Buyer's all Losses by Buyer Indemnitees equals or exceeds $10,000one percent (1.0%) of the Purchase Price (the "Bucket"). When Losses equal or exceed the Bucket, Buyer may seek to recover Seller shall pay one-half of the Bucket plus all of its Losses, including the first dollar thereof in accordance with the provisions of this Section, provided, however, that no indemnification shall be required Losses in excess of the amount Bucket regardless of amount. Seller's maximum liability to Buyer Indemnitees under this Section 11.2 shall not exceed $8,500,000 in the aggregate except for matters which are based on or which arise from or out of the consideration actually receivedExempt Matters, in the aggregate, pursuant as to the Agreement. Seller shall not be held liable for any unintentional error in any representation or warranty or any unintentional inaccuracy or incompleteness of data, information or material which it otherwise might have been liable for hereunder if, on or before 10 business days prior to the Closing Date, Seller shall have provided Buyer with written notices of such error, inaccuracy or incompleteness and a written statement of the corrections necessary to cure the same and if, notwithstanding such notice, Buyer shall have elected to close this transactionno limit applies.

Indemnity by Seller. Seller From and after Closing, and subject to the terms and conditions set forth in Section 11.4 and Section 11.5 and the joint venture partners agree to indemnifylimitations set forth in Section 11.1 and this Section 11.2, defend, Seller shall indemnify and hold harmless Buyer Buyers and its their respective Affiliates and their respective officers, directors, Affiliatesrepresentatives, employeesowners, attorneysand advisors (each, agents a “Buyers Indemnified Party” and shareholders (collectively, the "Buyer's Indemnitees"“Buyers Indemnified Parties”) harmless for, from and against and in respect of any and all claims, including Third Party Claims, demands, suits, actionsloss, proceedings liability, damage and expense, including reasonable attorneys’ fees and costs of investigation, litigation, settlement and judgment, as well as the Indemnitee’s obligations to indemnify its directors, officers, attorneys, employees, subcontractors, agents and assigns (formal and informalcollectively “Losses”), investigations, judgments, deficiencies, losses, damages, settlements, liabilities and expenses (including, without limitation, reasonable legal fees and expenses which any of attorneys chosen by the Buyer's Indemnitees), (collectively, "Losses"), as and when incurred them may sustain or suffer arising out of, resulting from, relating to or in connection with: (a) the inaccuracy of any representation or based upon (1) any the breach of any representation, warranty, covenant, or agreement of warranty made by Seller contained in this Agreement or in Seller’s Closing Certificate; (b) the nonperformance or breach of any other covenant or agreement executed and delivered made or undertaken by Seller hereunder or in connection herewith, or this Agreement; or (2c) the ownership of the Excluded Assets or the conduct of Excluded Liabilities. Notwithstanding anything to the CATV Business contrary in this Agreement, Seller shall not be liable for any Losses with respect to the matters set forth in Section 11.2(a), excluding Losses arising from or any other matters relating to the business breach by Seller of any representation or warranty set forth in Sections 3.1, 3.2 or 3.8(b), unless the aggregate of all Losses under Section 11.2(a) exceeds, on a cumulative basis, Two Hundred Fifty Thousand Dollars ($250,000) (and then only to the extent of such excess). Notwithstanding anything to the contrary in this Agreement, the aggregate liability of Seller for the period prior (i) arising under or relating to Section 11.2(a) (excluding any liability arising from or relating to the Closing Date, including, without limitation, any actions taken breach by Seller prior of any representation or warranty set forth in Section 3.1, 3.2, or 3.8(b)), whether based in contract, tort, strict liability, other Laws or otherwise, shall not exceed Fifteen Million Dollars ($15,000,000) (the “Indemnity Cap”); and (ii) arising under or relating to Section 11.2(b) or Section 11.2(c) and any liability arising from or relating to the Closing Date but which do breach by Seller of any representation or warranty set forth in Section 3.1, 3.2, or 3.8(b), whether based in contract, tort, strict liability, other Laws or otherwise, shall not become effective until exceed the Purchase Price. Where Seller is liable for a Loss pursuant to this Section 11.2, and Seller fails to pay Buyer amounts owing for such Loss within the earlier to occur of ten (10) Business Days after the Closing Date. No indemnification shall be required to be made by Seller under this Section as a result of any breach of any representation, warranty, covenant or agreement of the Seller until the amount of Buyer's Losses under this Agreement exceed, in the aggregate, $10,000. At such time as such aggregate amount of Buyer's Losses exceeds $10,000, Buyer may seek to recover all of its Losses, including the first dollar thereof in accordance with the provisions of this Section, provided, however, that no indemnification shall be required in excess of date upon which the amount of the consideration actually received, in Loss is determined hereunder or the aggregate, pursuant to the Agreement. Seller shall not be held liable for any unintentional error in any representation or warranty or any unintentional inaccuracy or incompleteness of data, information or material which it otherwise might have been liable for hereunder if, on or before 10 business days Business Day immediately prior to the Closing Seller CS Release Date, Buyer shall thereupon have the right to call or draw on the Seller Credit Support to recover the amount of such Loss; provided, that where the amount of the Loss is greater than the then remaining amount of the Seller Credit Support, Seller shall have provided promptly pay to Buyer with written notices of the difference between such error, inaccuracy or incompleteness and a written statement of the corrections necessary to cure the same and if, notwithstanding such notice, Buyer shall have elected to close this transactionamounts.

Indemnity by Seller. Seller (a) Subject to the provisions of Section 12.1 relating to the survival of representations and warranties and the joint venture partners agree other limitations contained herein, from and after the Closing, ICF agrees to indemnify, defend, defend and hold harmless Buyer and its Affiliates, officers, directors, Affiliates, employees, attorneys, agents and shareholders stockholders (collectively, the "Buyer's Buyer Indemnitees") against and in respect the net amount of any and all claims, suitslosses, actionsliabilities, proceedings (formal and informal), investigations, judgmentsdamages, deficiencies, losses, damages, settlements, liabilities costs and expenses (including, without limitation, reasonable legal fees and expenses of attorneys chosen by the Buyer's Indemnitees), (collectively, "Losses"), as and when incurred arising out of or based upon (1) any breach of any representation, warranty, covenant, or agreement of Seller contained in this Agreement or in any other agreement executed and delivered by Seller hereunder or in connection herewith, or (2) the ownership of the Assets or the conduct of the CATV Business or any other matters relating to the business of Seller for the period prior to the Closing Dateexpenses, including, without limitation, losses resulting from the defense, settlement and/or compromise of a claim and/or demand and/or assessment, reasonable attorneys', accountants' and expert witnesses' fees, costs and expenses of investigation, and the costs and expenses of enforcing the indemnification provided hereunder (hereafter individually a "Loss" and collectively "Losses") incurred by any actions taken of Buyer Indemnitees (after deduction of the amount of any insurance proceeds recoverable and net of any tax benefit) and arising out of or relating to: (i) all Excluded Liabilities; (ii) any misrepresentation or material breach of any representation or warranty made by ICF in this Agreement; and (iii) any breach of any covenant, agreement or obligation of ICF contained in this Agreement. Notwithstanding the foregoing, damages shall constitute Losses for the purpose of this Section 12.2 only to the extent of the direct damages incurred (excluding consequential damages, whether or not foreseeable). (b) Except as set forth below, ICF shall not be required to indemnify Buyer Indemnitees with respect to any claim for indemnification resulting from or arising out of matters described in Section 12.2(a)(ii) unless and until the aggregate amount of all such claims against Buyer Indemnitees exceeds three percent (3%) of the Purchase Price (the "Threshold") and then Buyer will be entitled to recover from the first dollar. Claims thereafter may be asserted regardless of amount; provided, however, that ICF's maximum liability to Buyer -------- ------- Indemnitees under Section 12.2(a)(ii) shall not exceed twenty percent (20%) of the Purchase Price (the "Cap") in the aggregate. Subject to all other provisions of this Article 12 (excluding the first and second sentences of this Section 12.2(b)), Seller shall fully indemnify Buyer for all Losses relating to Section 4.23 (Transferred Unbilled Receivables), Prior Assumed Contract Liabilities and other liabilities arising out of the conduct of the Business prior to the Closing Date but which do that are not become effective until after Assumed Liabilities without regard to the Closing Date. No indemnification Threshold and the Cap, and such claims shall be required to be made by Seller under this Section not count against either the Threshold or the Cap. (c) Buyer acknowledges and agrees that ICF may make and retain copies of such Books and Records as a result of any breach of any representation, warranty, covenant or agreement of the Seller until the amount of Buyer's Losses under this Agreement exceedICF, in the aggregateits sole discretion, $10,000. At such time as such aggregate amount of Buyer's Losses exceeds $10,000, Buyer believes is or may seek to recover all of its Losses, including the first dollar thereof in accordance with the provisions of this Section, provided, however, that no indemnification shall be required in excess of the amount of the consideration actually received, in the aggregate, pursuant to the Agreement. Seller shall not be held liable for any unintentional error in any representation or warranty or any unintentional inaccuracy or incompleteness of data, information or material which it otherwise might have been liable for hereunder if, on or before 10 business days prior to the Closing Date, Seller shall have provided Buyer with written notices of such error, inaccuracy or incompleteness and a written statement of the corrections necessary to cure the same defend claims for Transferred Unbilled Receivables and if, notwithstanding such notice, Buyer shall have elected to close this transactionPrior Assumed Contract Liabilities.

Indemnity by Seller. Seller (a) Subject to the provisions of Section 11.1 hereof relating to ------------ the survival of representations and warranties and the joint venture partners agree to other limitations contained herein, from and after the Closing, Seller shall indemnify, defend, defend and hold harmless Xxxxxxx, Buyer and its their respective Affiliates, officers, directors, Affiliates, employees, attorneysand agents (collectively, agents and shareholders (the "Buyer's Buyer Indemnitees") ----------------- against and in respect of any and all claims, suitslosses, actionsLiabilities, proceedings (formal and informal)fines, investigationsfees, judgmentspenalties, damages, deficiencies, lossescosts and expenses, damages, settlements, liabilities and expenses (including, without limitationlosses resulting from the defense, settlement and/or compromise of a claim and/or demand and/or assessment, reasonable legal fees attorneys', accountants' and expert witnesses' fees, costs and expenses of attorneys chosen by investigation and litigation, and the Buyer's Indemnitees), costs and expenses of enforcing the indemnification provided hereunder (collectively, hereafter individually a "Loss" and collectively "Losses"), as ) incurred by any of ------ the Buyer Indemnitees and when incurred arising out of or based upon relating to: (1i) all Excluded Liabilities; (ii) any misrepresentation or breach of any representation or warranty made by Seller in this Agreement; and (iii) any breach of any representation, warranty, covenant, agreement or agreement obligation of Seller contained in this Agreement or in any other agreement executed and delivered by Agreement. (b) Seller hereunder or in connection herewith, or (2) the ownership of the Assets or the conduct of the CATV Business or any other matters relating to the business of Seller for the period prior to the Closing Date, including, without limitation, any actions taken by Seller prior to the Closing Date but which do shall not become effective until after the Closing Date. No indemnification shall be required to be indemnify Buyer Indemnitees with respect to any claim for indemnification resulting from or arising out of matters described above pursuant to this Section 11.2, unless and until the ------------ aggregate amount of all claims against Buyer Indemnitees exceeds four hundred thousand dollars ($400,000), at which time Buyer Indemnities may claim one-half of all of the claims made by Seller under this Section as a result of any breach of any representation, warranty, covenant or agreement of that aggregate up to four hundred thousand dollars ($400,000) and the Seller until the full amount of Buyer's Losses all other claims under this Agreement exceed, in the aggregate, $10,000. At such time as such aggregate amount of Buyer's Losses exceeds $10,000, Buyer may seek to recover all of its Losses, including the first dollar thereof in accordance with the provisions of this Section, regardless of amount; provided, however, that no indemnification Seller's maximum -------- ------- liability to Buyer Indemnitees under this Section 11.2 shall be required in excess not exceed fifty ------------ percent (50%) of the amount of the consideration actually received, Purchase Price in the aggregate, pursuant to the Agreement. Seller ; provided further that this paragraph (b) shall not be held liable for any unintentional error in any representation apply to a misrepresentation or breach of warranty or any unintentional inaccuracy or incompleteness covenant by Seller contained in Sections 3.1, 3.3, 3.7, 3.9, 3.30, and 7.10, the ------------------------------------------- first sentence of dataSection 3.14(b), information or material which it otherwise might have been liable for hereunder ifthe first sentence of Section 3.15, on or before 10 business days prior to the Closing Date, Seller shall have provided Buyer with written notices first --------------- ------------ sentence of such error, inaccuracy or incompleteness Section 3.16(a) and a written statement of the corrections necessary to cure the same and if, notwithstanding such notice, Buyer shall have elected to close this transaction.Article 12. --------------- ----------

Indemnity by Seller. Subject to the terms and conditions of this ------------------- Section 12, Seller and the joint venture partners agree hereby agrees to indemnify, defend, defend and hold harmless Buyer at any time after the Closing, from and its officersagainst all Damages, directorsasserted against, Affiliatesresulting to, employeesimposed upon or incurred by Buyer, attorneysdirectly or indirectly, agents and shareholders (the "Buyer's Indemnitees") against and in respect of any and all claims, suits, actions, proceedings (formal and informal), investigations, judgments, deficiencies, losses, damages, settlements, liabilities and expenses (including, without limitation, reasonable legal fees and expenses of attorneys chosen by the Buyer's Indemnitees), (collectively, "Losses"), as and when incurred arising out reason of or based upon resulting from (1a) any liabilities or obligations of Seller or a Control Person of Seller which are not Assumed Liabilities; (b) a breach of any representation, warranty, covenant, representation or warranty of Seller contained in or made pursuant to this Agreement (but not including any breach "known to Buyer" (as defined below) as of the Effective Time or the Closing Date and Buyer hereby expressly agrees to waive any claim against Seller with respect to any such breach known to Buyer); (c) the breach by Seller of any covenant or agreement of Seller contained in or made pursuant to this Agreement Agreement; (d) any liability for brokerage or in any finders' fees or other agreement executed and delivered by Seller hereunder commissions based on agreements, arrangements or in connection herewith, or (2) the ownership of the Assets or the conduct of the CATV Business or any other matters relating to the business of Seller for the period prior to the Closing Date, including, without limitation, any actions taken by Seller prior to the Closing Date but which do not become effective until after the Closing Date. No indemnification shall be required to be understandings made by Seller under this Section as a result for services rendered for or on behalf of any breach of any representation, warranty, covenant or agreement of the Seller until the amount of Buyer's Losses under this Agreement exceed, in the aggregate, $10,000. At such time as such aggregate amount of Buyer's Losses exceeds $10,000, Buyer may seek to recover all of its Losses, including the first dollar thereof in accordance connection with the provisions of this Section, transactions contemplated hereby; or (e) any failure (other than with regard to Assumed Liabilities) to comply with any "bulk sales" or similar laws applicable to the transactions contemplated hereby; provided, however, that no indemnification this Section 12.01 shall be required in excess not apply to On-Site Damages (which are the subject of Section 8.13) or 540 Patent Damages (which are the subject of Section 8.14). For purposes of this Section 12.01, "known to Buyer" means any information known (without any duty of independent inquiry) to any of the amount of the consideration actually receivedfollowing persons (such knowledge to be actual and not imputed): Xxxxxxx X. Xxxxxxxx, in the aggregateXxxxx X. Xxxxx, pursuant to the Agreement. Seller shall not be held liable for any unintentional error in any representation or warranty or any unintentional inaccuracy or incompleteness of dataXxxx Xxxxxxxxx, information or material which it otherwise might have been liable for hereunder ifXxxx X. Xxxxxx, on or before 10 business days prior to the Closing DateXxx Xxxxxx, Seller shall have provided Buyer with written notices of such errorXxxx Xxxxxxxx, inaccuracy or incompleteness Xxxxx Xxxxxxx, Xxxx Xxxxxxxxx, Xxxxxxx Xxxxxx, Xxxxxxxxx Xxxxxxxxxxx and a written statement of the corrections necessary to cure the same and if, notwithstanding such notice, Buyer shall have elected to close this transactionXxxx Xxxx.

Indemnity by Seller. Seller and the joint venture partners agree to indemnify, defend, and hold harmless Buyer and its officers, directors, Affiliates, employees, attorneys, agents and shareholders (the "Buyer's Indemnitees") against and in respect of any and all claims, suits, actions, proceedings (formal and informal), investigations, judgments, deficiencies, losses, damages, settlements, liabilities and expenses (including, without limitation, reasonable legal fees and expenses of attorneys chosen by the Buyer's Indemnitees), ) (collectively, "Losses"), as and when incurred arising out of or based upon (1) any breach of any representation, warranty, covenant, or agreement of Seller contained in this Agreement or in any other agreement executed and delivered by Seller hereunder or in connection herewith, or (2) the ownership of the Assets or the conduct of the CATV Business or any other matters relating to the business of Seller for the period prior to the Closing Date, including, without limitation, any actions taken by Seller prior to the Closing Date but which do not become effective until after the Closing Date. No indemnification shall be required to be made by Seller under this Section as a result of any breach of any representation, warranty, covenant or agreement of the Seller until the amount of Buyer's Losses under this Agreement exceed, in the aggregate, $10,000. At such time as such aggregate amount of Buyer's Losses exceeds $10,000, Buyer may seek to recover all of its Losses, including the first dollar thereof in accordance with the provisions of this Section, provided, however, that no indemnification shall be required in excess of the amount of the consideration actually received, in the aggregate, pursuant to the Agreement. Seller shall not be held liable for any unintentional error in any representation or warranty or any unintentional inaccuracy or incompleteness of data, information or material which it otherwise might have been liable for hereunder if, on or before 10 business days prior to the Closing Date, Seller shall have provided Buyer with written notices of such error, inaccuracy or incompleteness and a written statement of the corrections necessary to cure the same and if, notwithstanding such notice, Buyer shall have elected to close this transaction.

Indemnity by Seller. Seller (a) Subject to the provisions of Section 12.1 hereof relating to the survival of representations and warranties and the joint venture partners agree other limitations contained herein, from and after the Closing, Seller agrees to indemnify, defend, defend and hold harmless Buyer and its Affiliates, officers, directors, Affiliates, employees, attorneys, agents and shareholders stockholders (collectively, the "Buyer's Buyer Indemnitees") against and in respect the net amount of any and all claims, suitslosses, actionsliabilities, proceedings (formal and informal), investigations, judgmentsdamages, deficiencies, lossescosts and expenses, damages, settlements, liabilities and expenses (including, including without limitation, losses resulting from the defense, settlement and/or compromise of a claim and/or demand and/or assessment, reasonable legal fees attorneys', consultants', accountants' and expert witnesses' fees, costs and expenses of attorneys chosen by investigation, and the Buyer's Indemnitees), costs and expenses of enforcing the indemnification provided hereunder (collectively, hereafter individually a "Loss" and collectively "Losses"), as ) incurred by any of the Buyer Indemnitees (after deduction of the amount of any insurance proceeds recoverable and when incurred net of any tax benefit) and arising out of or based upon relating to: (1i) all Excluded Liabilities; (ii) any misrepresentation or breach of any representation or warranty made by Seller in this Agreement or any other document and instrument executed or to be executed pursuant to this Agreement; and (iii) any breach of any representation, warranty, covenant, agreement or agreement obligation of Seller contained in this Agreement or in any other agreement executed and delivered by Seller hereunder or in connection herewithAgreement. Notwithstanding the foregoing, or (2) damages shall constitute Losses for the ownership purpose of this Section 12.2 only to the extent of the Assets direct damages incurred (excluding consequential damages, whether or the conduct of the CATV Business or any other matters relating to the business of Seller for the period prior to the Closing Date, including, without limitation, any actions taken by Seller prior to the Closing Date but which do not become effective until after the Closing Date. No indemnification shall be required to be made by Seller under this Section as a result of any breach of any representation, warranty, covenant or agreement of the Seller until the amount of Buyer's Losses under this Agreement exceed, in the aggregate, $10,000. At such time as such aggregate amount of Buyer's Losses exceeds $10,000, Buyer may seek to recover all of its Losses, including the first dollar thereof in accordance with the provisions of this Section, provided, however, that no indemnification shall be required in excess of the amount of the consideration actually received, in the aggregate, pursuant to the Agreement. foreseeable). (b) Seller shall not be held liable required to indemnify Buyer Indemnitees with respect to any claim for any unintentional error in any representation indemnification resulting from or warranty or any unintentional inaccuracy or incompleteness arising out of datamatters described above pursuant to Section 12.2(a)(ii), information or material which it otherwise might have been liable for hereunder if, on or before 10 business days prior unless and until the aggregate amount of all claims against Buyer Indemnitees exceeds two percent (2%) of the Purchase Price and then only to the Closing Date, Seller shall have provided Buyer with written notices of extent such error, inaccuracy or incompleteness and a written statement aggregate amount exceeds one percent (1%) of the corrections necessary Purchase Price. Claims thereafter may be asserted regardless of amount; PROVIDED, HOWEVER, that Seller's maximum liability to cure Buyer Indemnitees under this Section 12.2 shall not exceed: (1) in the same case of Five Year Matters, 100% of the Purchase Price in the aggregate; (2) in the case of Two Year Matters, 25% of the Purchase Price in the aggregate for the first year after the Closing Date and if10% of the Purchase Price in the aggregate thereafter; and (3) in the case of all other matters, notwithstanding such notice20% of the Purchase Price in the aggregate; PROVIDED, Buyer FURTHER, that in no event shall have elected to close this transactionSeller's maximum liability hereunder exceed 100% of the Purchase Price.

Indemnity by Seller. Seller and the joint venture partners agree to indemnify, defend, shall defend and hold harmless Buyer and its Affiliates (including each Project Company post-Closing), and their respective directors, managers, officers, directorsstockholders, Affiliatesmembers, employees, attorneysagents, agents representatives, successors and shareholders assigns (collectively, the "Buyer's Indemnitees"“Buyer Indemnified Parties”) against and in respect of any and all claimsLosses, suitson an after tax basis, actionswhich may be incurred by, proceedings (formal and informal)imposed upon, investigationsor asserted against, judgments, deficiencies, losses, damages, settlements, liabilities and expenses (including, without limitation, reasonable legal fees and expenses of attorneys chosen by the Buyer's Indemnitees), any Buyer Indemnified Party (collectively, "“Buyer Losses"), as and when incurred arising out ”) by reason or on account of or based upon (1a) any breach or inaccuracy of any representation, warranty, covenant, the representations by or agreement of warranties made by Seller contained in this Agreement or any Seller Document as of the date hereof or the Closing Date by Seller; (b) any breach, nonperformance or violation of any covenant, agreement or other obligation of Seller set forth in this Agreement or any other agreement executed and delivered by Seller hereunder Document; (c) any settlement, suit, action, claim or in connection herewith, proceeding of a Third Party relating to Seller that arises out of or relates to the foregoing or to the negligence of Seller (a “Seller Third Party Claim”); or (2d) the ownership (e) any Taxes of the Assets or the conduct of the CATV Business or any other matters relating to the business kind of Seller and any Taxes of any Project Company for the any Tax period prior to the Closing Date, including, without limitation, any actions taken by Seller (or portion thereof) ending on or prior to the Closing Date but which do not become effective until after and for the Pre-Closing DateTax Period, in each case asserted prior to the expiration of the relevant survival period set forth in Section 10.4. No indemnification shall be required to be made by Seller under this Section as Buyer Indemnified Party may bring a result of any breach of any representation, warranty, covenant or agreement of the Seller Buyer Claim until the amount of Buyer's Losses under this Agreement exceed, in the aggregate, $10,000. At such time as such aggregate amount of Buyer's Losses all Buyer Claims exceeds $10,000125,000 (the “Buyer Basket”), after which the Buyer may seek Indemnified Party shall be entitled to recover indemnification for all of its Losses, including such Buyer Losses beginning at the first dollar thereof in accordance with dollar. Notwithstanding the provisions of this Sectionforegoing, provided, however, that no indemnification shall be required in excess of the amount of the consideration actually received, in the aggregate, pursuant to the Agreement. Seller Buyer Basket shall not be held liable applicable to any claims made by the Buyer Indemnified Parties with respect to Sections 3.1 (Organization, Qualification and Status), 3.2 (Corporate Instruments and Records), 3.4 (Authorization; Vxxxx and Binding Obligation), 3.5 (Membership Interests), 3.10 (Tax Matters), 3.22 (Absence of Questionable Payments), 3.24 (All Business Conducted by each Project Company/Sufficiency of Assets), or 3.29 (No Broker), or to any Seller Third Party Claim, and the Buyer Indemnified Parties shall be entitled to indemnification for any unintentional error in any representation or warranty or any unintentional inaccuracy or incompleteness of data, information or material which it otherwise might have been liable for hereunder if, on or before 10 business days prior to all such Buyer Losses beginning at the Closing Date, Seller shall have provided Buyer with written notices of such error, inaccuracy or incompleteness and a written statement of the corrections necessary to cure the same and if, notwithstanding such notice, Buyer shall have elected to close this transactionfirst dollar.

Indemnity by Seller. Seller hereby indemnifies, and the joint venture partners agree agrees to indemnify, defend, defend and hold harmless Buyer Acquisition and each of its officersAffiliates (including Company) from, directors, Affiliates, employees, attorneys, agents and shareholders (the "Buyer's Indemnitees") against and in respect of any and all claimsLiabilities, suits, actions, proceedings (formal and informal), investigationsobligations, judgments, deficienciesLiens, injunctions, charges, orders, decrees, rulings, damages, dues, assessments, Taxes, losses, damagesfines, settlementspenalties, liabilities injuries, deficiencies, demands, expenses, fees, costs, amounts paid in settlement (including reasonable attorneys' and expenses (including, without limitation, reasonable legal expert witness fees and expenses of attorneys chosen by the Buyer's Indemnitees)disbursements in connection with investigating, defending or settling any action or threatened action) (collectively, the "Losses")) that arise out of, as and when incurred arising out result from or relate to any of or based upon the following: (1a) any breach the inaccuracy of any representation, warranty, covenant, representation or agreement of Seller contained in this Agreement or in any other agreement executed and delivered by Seller hereunder or in connection herewith, or (2) the ownership of the Assets or the conduct of the CATV Business or any other matters relating to the business of Seller for the period prior to the Closing Date, including, without limitation, any actions taken by Seller prior to the Closing Date but which do not become effective until after the Closing Date. No indemnification shall be required to be warranty made by Seller under this Section and/or the Company (or any of them) herein, including as a result of any breach of misrepresentation in or omission from any representationschedule, warrantydocument, covenant certificate or agreement of other instrument required to be furnished by the Company or any Seller until the amount of Buyer's Losses under this Agreement exceedhereunder (in each case, in the aggregate, $10,000. At such time as such aggregate amount of Buyer's Losses exceeds $10,000, Buyer may seek representations and warranties would read if all references to recover all of its Losses, including the first dollar thereof in accordance with the provisions of this Section, materiality and Material Adverse Effect were deleted therefrom); provided, however, that no indemnification that: (i) Seller shall be required liable under this Section 8.2(a) in excess respect of Losses only to the extent that the aggregate amount of such Losses exceeds $100,000; provided, further, that the threshold shall not apply to any Losses that result from the inaccuracy of any representation or warranty contained in Sections 3.1, 3.2, 3.3, 3.4, 3.6, 3.7, 3.15, 3.17, 3.24, 3.25 or 3.26 hereof or to any claim based upon fraud and; (ii) The Seller's aggregate liability under this Section 8.2(a) in respect of Losses that result from the inaccuracy of any representation or warranty contained in this Agreement shall not exceed the aggregate amount of the consideration actually received, in the aggregate, paid to Seller pursuant to Section 2.4 hereof; provided that the Agreement. Seller limits set forth herein shall not apply to any claim based upon fraud. (b) the breach or nonfulfillment of any agreement or covenant of the Seller (or any of them) contained herein or in any agreement or instrument required to be held liable entered into in connection herewith. In the event that Seller may be obliged to indemnify under both subsection (a) and subsection (b) of this Section 8.2, his obligations under subsection (b) shall be controlling and the time and dollar limitations (if any) provided in Sections 8.1 and 8.2(a) hereof relating to his obligations in respect of Losses resulting from the inaccuracy of any representation and warranty, or any misrepresentation, breach of warranty as described in Section 8.2(a), shall not apply. Acquisition shall provide Seller written notice for any unintentional error claim made in any representation or warranty or any unintentional inaccuracy or incompleteness of data, information or material which it otherwise might have been liable for hereunder if, on or before 10 business days prior to the Closing Date, Seller shall have provided Buyer with written notices of such error, inaccuracy or incompleteness and a written statement respect of the corrections necessary to cure the same and ifindemnification provided in this Section 8.2, notwithstanding such notice, Buyer shall have elected to close this transactionwhether or not arising out of a claim by a third party.

Indemnity by Seller. Seller and the joint venture partners agree to indemnify, defend, will indemnify and hold harmless Buyer and its officersBuyer’s Affiliates together with their respective members, shareholders, managers, directors, Affiliatesofficers, employees, agents, advisors, attorneys, agents accountants and shareholders consultants (the "Buyer's Indemnitees"each a “Buyer Indemnified Party”) from and against and in respect of any and all claims, suits, actions, proceedings (formal and informal), investigations, judgments, deficienciesdamages, losses, damagesliabilities, settlementscosts, liabilities deficiencies and expenses (includingincluding investigative costs, without limitationsettlement costs and any reasonable outside legal, reasonable legal fees and accounting or other expenses of attorneys chosen by the Buyer's Indemnitees), for investigating or defending any actions or threatened actions) (collectively, "the “Losses")”) to which any Buyer Indemnified Party becomes subject, as and when incurred arising which Losses arise out of or based upon (1) are incurred in connection with each and all of the following: 9.1.1 any breach of any representation, warranty, representation or warranty made by Seller in this Agreement or as re-certified in a certificate delivered by Seller at the Closing; 9.1.2 any breach of any covenant, agreement or agreement obligation of Seller contained in this Agreement; 9.1.3 any fraud by Seller in connection with this Agreement or in the transactions contemplated by this Agreement; and 9.1.4 any other agreement executed and delivered claims, actions or suits made by Seller hereunder third parties (before or in connection herewith, after the Closing Date) against any Buyer Indemnified Party arising solely from acts or (2) the ownership of the Assets or the conduct of the CATV Business or any other matters relating to the business omissions of Seller for the period prior to the Closing Date; provided, includingthat Seller will not be liable for any Losses pursuant to this Section 9.1, without limitation, any actions taken by Seller prior to unless and until the Closing Date but which do not become effective until after the Closing Date. No indemnification shall be required to be made by Seller aggregate amount of indemnifiable Losses under this Section as a result 9.1 which may be recovered from Seller equals or exceeds one hundred fifty thousand dollars ($150,000). For purposes of clarification, any breach of any representation, warranty, covenant or agreement of the Seller until the amount of Buyer's Losses under this Agreement exceed, in the aggregate, $10,000. At such time as such aggregate amount of Buyer's Losses exceeds $10,000, Buyer may seek to recover all of its Losses, including the first dollar thereof in accordance with the provisions of this Section, provided, however, that no indemnification shall be required in excess of the amount of the consideration actually received, in the aggregate, pursuant adjustments to the Agreement. Seller Purchase Price as set forth in Section 2.5 shall not be held liable for any unintentional error in any representation or warranty or any unintentional inaccuracy or incompleteness of data, information or material which it otherwise might have been liable for hereunder if, on or before 10 business days prior subject to the Closing Date, Seller shall have provided Buyer with written notices of such error, inaccuracy or incompleteness and a written statement of the corrections necessary to cure the same and if, notwithstanding such notice, Buyer shall have elected to close limitations set forth in this transactionSection 9.1.4.