FairPoint Communications 2005 Annual Report Download - page 197

ARTICLE 10
INDEMNIFICATION
10.1 Indemnification by the Shareholders. The Shareholders shall be jointly and severally responsible and liable for, and hereby agree to
indemnify, defend and hold harmless the Buyer, SICC and their respective officers, directors, managers, agents, employees, successors and permitted
assigns, at all times from and after the Closing, from, against and in respect of all losses, damages, liabilities, deficiencies, Taxes, and expense (“Loss” or
“Losses”) resulting from (a) any failure, untruth, inaccuracy or breach of any representation or warranty of the Shareholders or SICC contained in this
Agreement or in any agreement, Schedule or certificate delivered pursuant hereto or in connection herewith; (b) any breach or non-fulfillment of any covenant
or agreement of SICC or any Shareholder made in this Agreement or in any agreement, Schedule or certificate delivered pursuant hereto or in connection
herewith; (c) Taxes for which the Shareholders are responsible in accordance with Article 7 of this Agreement, or any liability of SICC to make payments to or
indemnify any other Person with respect to Taxes, for any Taxable period or portion thereof ending on or before the Closing Date; and, (d) all actions, suits,
proceedings, claims, demands, assessments, judgments, fines, penalties, amounts properly and reasonably paid in settlement to any third party, and costs
and expenses (including reasonable attorneys’ fees and expenses) incident to any of the foregoing. The Shareholders shall not be liable for any indemnity
pursuant to this Section 10.1(a) (other than claims with respect to the Shareholder Transaction Representations and claims arising from Section 7.1, which
shall not be subject to this limitation) until the aggregate of all Losses incurred by Buyer exceed $500,000, and then the Shareholders shall be liable for all
such Losses beginning with the first dollar of such Loss. Notwithstanding the foregoing or any other provision of this Agreement or any Related Document to
the contrary, in no event shall the Shareholders, individually or collectively, be liable to Buyer for any claims for indemnity pursuant to this
Section 10.1(a) (other than claims with respect to Shareholder Transaction Representations and claims arising from Section 7.1, which shall not be subject to
this limitation) related to this Agreement or the transactions contemplated hereby, whether by indemnification or otherwise, for more than the funds held in the
Escrow pursuant to Section 1.2.
10.2 Indemnification by Buyer. Buyer shall be responsible for, and hereby agrees to indemnify, defend and hold harmless each of the
Shareholders and their respective agents, legal representatives, successors and permitted assigns, at all times from and after the Closing, from, against and in
respect of all Losses resulting from: (a) any failure, untruth, inaccuracy or breach of any representation or warranty of either Buyer contained in this
Agreement or in any agreement, Schedule or certificate delivered pursuant hereto or in connection herewith; (b) any breach or non-fulfillment of any covenant
or agreement of either Buyer made in this Agreement or in any agreement, Schedule or certificate delivered pursuant hereto or in connection herewith; and,
(c) all actions, suits, proceedings, claims, demands, assessments, judgments, fines, penalties, amounts paid in settlement, costs and expenses (including
reasonable attorneys’ fees and expenses) incident to any of the foregoing. Buyer shall not be liable for any indemnity pursuant to this Section 10.2(a) (other
than claims with respect to representations in Sections 3.1, 3.2, 3.3 and 3.5 which shall not be subject to this limitation) until the aggregate of all Losses
incurred by the Shareholders exceed $500,000, and then Buyer shall be liable for all such Losses beginning with the first dollar of such Loss.
Notwithstanding the foregoing or any other provision of this
47