From and after the Closing Date Clause Samples

From and after the Closing Date the Sellers and the Company, and the Purchaser, as the case may be, shall indemnify and hold harmless the other (the party seeking indemnification being referred to as the "Indemnified Party") from and against any and all claims, losses, liabilities and damages, including, without limitation, amounts paid in settlement, reasonable costs of investigation and reasonable fees and disbursements of counsel, arising out of or resulting from the inaccuracy of any representation or warranty, or the breach of any covenant or agreement, contained herein or in any instrument or certificate delivered pursuant hereto. or in the case of the Sellers or the Company, any claim arising from any action prior to the Closing Date. by the party against whom indemnification is sought (the "Indemnifying Party").

From and after the Closing Date. (i) Minimum Liquidity (calculated without giving effect to the Commitments of any Defaulting Lender) of $25 million to be tested monthly on the last business day of each month. (ii) Minimum EBITDA (LTM) to be tested quarterly at covenant levels with headroom to the base case plan presented to the Lenders in July 2009, as set forth below. Covenant holiday for four fiscal quarters after the quarter in which the effective date of the Plan occurs. Assuming effective date occurs in April 2010, covenant holiday would apply from fiscal quarter ending September 30, 2010 through fiscal quarter ending June 30, 2011.

From and after the Closing Date. Sithe agrees to maintain in confidence any Confidential Acquired Asset Information Sithe or any of its Subsidiaries have (with the exception of any publicly available information) for a period of five (5) years from the Closing Date to the same extent and subject to the same terms, conditions and exceptions as apply to the Recipient pursuant to Section 14.14(a) with respect to Confidential Information (including, without limitation, those terms, conditions and exceptions that were incorporated by reference therein), mutatis mutandis as though such terms, conditions and exceptions were set forth in this Section 14.14(b).

From and after the Closing Date. TSR Wireless shall assume and be solely responsible for any and all Liabilities to or in respect of any TSR Paging Employee relating to or arising in connection with any and all claims for workers' compensation benefits arising in connection with any occupational injury or disease occurring or existing on or prior to the Closing Date.

From and after the Closing Date. Tenant shall maintain, during the Term at its sole cost and expense, the following insurance on the Leased Premises: (i) Insurance against loss of or damage to the Improvements and the Equipment under an ISO special form or broader coverage insurance policy, which shall include coverage against all risks of direct physical loss or damage (which shall include windstorm insurance, earthquake insurance and flood insurance if the Leased Premises is located within either a Special Flood Hazard Area or a Non-Special Flood Hazard Area as determined by FEMA flood zone ratings of A or V). Such insurance shall also include (A) ordinance and law coverage (hazards A, B and C, with limits for A of not less than replacement cost and limits for B and C not less than $1,000,000 in the aggregate) and (B) a condition that permits the insured to elect to rebuild on another site, provided that such rebuilding does not increase the amount of loss or damage that would otherwise be payable to rebuild at the original site (it being understood that Tenant may not rebuild at another site without Landlord’s prior written approval, which approval shall not be unreasonably withheld conditioned or delayed, but which may be conditioned, among other things, on the fulfillment of certain reasonable conditions precedent). Such insurance shall be in amounts sufficient to prevent Landlord or Tenant from becoming a co-insurer under the applicable policies, and in any event in amounts not less than the actual replacement cost of the Improvements and Equipment (excluding footings and foundations and other parts of the Improvements which are not insurable). Such insurance policies may contain reasonable exclusions and deductible amounts, all in accordance with industry standards. Landlord hereby approves Tenant’s current deductible amount of $50,000. (ii) Commercial general liability insurance against claims for bodily injury, death or property damage occurring on, in or about the Leased Premises, which insurance shall (A) be written on an “Occurrence Basis”, and shall provide minimum protection with a minimum limit of $2,000,000 each occurrence and $2,000,000 in the aggregate, for bodily injury, death and property damage, (B) include premises and operations liability coverage, products and completed operations liability coverage, and blanket contractual liability coverage, and (C) include umbrella excess liability coverage with minimum limits of $5,000,000 each occurrence and $5,000,000 in the ...

From and after the Closing Date. Buyer shall, and shall cause the Company and its Subsidiaries to, indemnify, defend, and hold harmless each Person that is now, or has been at any time prior to the date hereof or who becomes prior to the Closing, a Protected Agent, against any and all losses, damages, liabilities, deficiencies, claims, interest, awards, judgments, penalties, fees, costs and expenses (including amounts paid in respect of judgments, fines, penalties or settlement of any Proceeding and legal fees and expenses reasonably incurred in connection with any pending or threatened Proceeding) arising out of or relating to any threatened or actual Proceeding based in whole or in part on or arising out of or relating in whole or in part to the fact that such Person is or was a partner (or director, officer, manager, member of the board of advisors, or member of any such partner) member, director, officer, manager, employee or other agent of the Company or its Subsidiaries on or prior to the Closing Date and whether asserted or claimed prior to, or at or after, the Closing Date, in each case, to the full extent permitted under applicable law to indemnify such Persons, provided, that Buyer shall not, and shall not be required to, cause the Company and its Subsidiaries to pay expenses in advance of the final disposition of any such proceeding to each such indemnified person.

From and after the Closing Date the Shareholders shall keep absolutely confidential all confidential or proprietary information on the Closing Date relating to or concerned with Flying Colors, including without limitation all of the Company's Trade Rights relating to Flying Colors, product information, customer and supplier lists, marketing and sales data, personnel and financing and Tax matters relating thereto. The Shareholders acknowledge that the confidentiality of all such information is absolutely essential to the operation of the Flying Colors Business. No Shareholder shall, at any time after the Closing Date, use or disclose to any Person any such information, without JAKKS' prior written consent, except as may be required by Law or an Order (in which case such Shareholder shall promptly give notice to JAKKS of any demand, subpoena, Order or legal process requiring disclosure so that JAKKS may oppose such disclosure or seek a protective Order or other confidential treatment of such information), unless (a) such use or disclosure is permitted under an Employment Agreement or (b) such use or disclosure is reasonably necessary to conduct the Divested Business or (c) such Shareholder can demonstrate that such information (i) has become, at any time after the Closing Date, generally available in the public domain or (ii) was already known to a Person to whom he discloses such information other than, in either case, through the disclosure of such information in violation of any confidentiality obligation to or

From and after the Closing Date. Buyer shall not dispose of or destroy any business records and files of Seller Related to the Business for periods prior to the Closing Date, without first offering to turn over possession thereof to Seller;

From and after the Closing Date the Borrower shall indemnify the Lender, and its Affiliates (each such Person being called an "Indemnitee") ---------- against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the reasonable fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of any Loan Document or any agreement or instrument contemplated thereby, the performance by the parties hereto of their respective obligations hereunder or the consummation of the transactions contemplated hereby, (ii) the Loan or the use of the proceeds therefrom, (iii) any actual or alleged presence or release of hazardous materials on or from any property owned or operated by the Borrower or its Subsidiaries, or any environmental liability related in any way to the Borrower or its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto; provided -------- that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee.