Known Actions and Proceedings. Xxxxxxxx and Bethel, jointly and severally, hereby indemnify and save harmless the Neptune Entities from and against any and all losses, liabilities, damages, costs, tax assessments, charges and claims, increases in insurance premiums, not in the ordinary course of business, for policies (comparable to existing coverage at the Effective Date) for renewals to December 31, 2000, and expenses of any kind whatsoever including, without limitation, the costs of defending, cross-claiming or claiming against third parties in respect of any action, claim or matter, including attorney's fees, costs and disbursements at all court and administrative levels, which at any time or from time to time may be paid, incurred or asserted against the Neptune Entities or CSI, as to a direct or indirect result of the operation of CSI and the Business up to and including the Effective Date, including but not limited to the filing of tax returns as set forth in Subsection 6.7, provided that such liability is not the result of any actions taken by the Neptune Entities after the Effective Date. The obligations of Xxxxxxxx and Xxxxxx set forth in this Subsection 10.1 shall be subject to and limited by the following:
Known Actions and Proceedings. 30 10.2 Right to Set-Off.................................................................................31
Known Actions and Proceedings. The Trust and Xxxxxxxxx, jointly and severally, hereby indemnity and saves harmless the Operating Entities, the Purchaser and Lari and their successors and assigns from and against any and all losses, liabilities, damages, costs, increases in insurance premiums for policies (comparable to existing coverage at the Effective Date) for renewals to December 31, 1999, and expenses of any kind whatsoever including, without limitation, the costs of defending, cross-claiming or claiming against third parties in respect of any action, claim or matter, including legal fees, costs and disbursements on a solicitor and his own client basis and at all court and administrative levels, which at any time or from time to time may be paid, incurred or asserted against the Operating Entities, the Purchaser or Lari, as to a direct or indirect result of the outstanding claims listed in Schedule L or any actions, claims, demands, lawsuits, assessments, penalties, prosecutions or governmental investigations by or against the Operating Entities in respect of the operation of the Business up to and including the Effective Date, provided that such liability is not the result of any actions taken by the Purchaser after the Effective Date, or in respect of any action, claim or matter, including legal fees (on a solicitor and his own client basis), costs and disbursements and at all court and administrative levels, which at any time or from time to time may be paid, incurred or asserted against the Operating Entities, the Purchaser or Lari, as to a direct or indirect result of the sale of any of the interests of the limited partnership units of the Partnerships to the Purchaser, Lari, Neptune or Heritage, as the case may.
