Circuit City 2007 Annual Report Download - page 106
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warranties of the Internet Buyers and the Real Estate Buyer in Article 6 hereof shall survive the Internet Closing Date and the applicable Real
Estate Closing Date, respectively, for one year. Notwithstanding the foregoing, if prior to the end of such period, a specific state of facts shall
have become known which may constitute or give rise to a claim for which indemnity may be payable pursuant hereto, and the indemnified party
shall have given written notice of such facts to the indemnifying party prior to such date of expiration, then the right to indemnification with
respect thereto shall remain in effect until such matter shall have been finally determined and disposed of, and any indemnification due in respect
thereof shall have been paid.
(b)
The right to indemnification hereunder by a Buyer Indemnified Party relating to any breach of Sections 3.1 and 4.1
(Corporate Existence and Qualification of the Seller; Title to Purchased Assets; Due Execution, Stockholders, Etc.) or 3.3 and 4.3 (Taxes) shall
expire on the date which is ninety (90) calendar days after the expiration of the applicable statutes of limitations relating to such breach. The
right to indemnification hereunder by a Seller Indemnified Party relating to any breach of Section 6.1 (Corporate Existence and Qualification of
the Buyer and Systemax; Due Execution, Stockholders, Etc.) shall expire on the date which is ninety (90) calendar days after the expiration of
the applicable statutes of limitations relating to such breach. The right to indemnification hereunder by a Seller Indemnified Party with respect
to the matters set forth in Section 9.3(e) shall expire on the date which is ninety (90) calendar days after the expiration of the applicable statutes
of limitations relating to such matters.
9.2
Indemnification by the Seller . The Seller agrees to indemnify and hold the Buyer Indemnified Parties harmless from and
against any Losses which may be sustained or suffered by any of them arising out of or based upon any of the following matters (the “ Buyer
Losses ”):
(a)
any breach of any representation or warranty made by the Seller in Sections 3.1 through 3.4, 4.1 through 4.4, 4.9 and 4.10
of this Agreement;
(b)
any breach of any representation or warranty made by the Seller in Sections 3.5 through 3.8 and 4.5 through 4.8 of this
Agreement;
(c)
any fraud or any knowing and deliberate breach (any such breach to be proven by clear and convincing evidence) by the
Seller with respect to any of their representations or warranties in this Agreement or in any certificate or schedule delivered by the Seller
pursuant hereto;
(d)
any breach by the Seller of any agreement or covenant set forth in this Agreement other than as set forth in Sections 5.2
and 5.10 hereof;
(e)
any failure by the Seller to perform the covenants set forth in Sections 5.2 and 5.10 hereof;
(f)
any breach of any representation or warranty made by the Seller in Section 3.9 of this Agreement
34