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8-K
GRAHAM HOLDINGS CO filed this Form 8-K on 04/27/2017
Entire Document
 


 
(iii)          any breach of any covenant of Contributor contained in this Agreement or any Closing Instrument;
 
(iv)          any claims with respect to any of the Retained Liabilities, including the failure to discharge any of the Retained Liabilities when due; and
 
(v)            any claims with respect to the operation of ED Institution or the ownership, operation or use of the Institutional Assets prior to the Closing Date.
 
(b)                  Subject to Section 11.12 (Special Rule for Fraud) and notwithstanding any other provision of this Agreement to the contrary, Contributor shall not be liable for, nor be required to indemnify any Purdue Indemnitee against any Losses pursuant to Section 10.2(a)(ii):
 
(i)             in respect of any particular Loss (including any series of related Losses), unless and until such Loss is (or series of related Losses are) equal to or in excess of $10,000 (each individual Loss or series of related Losses not equal to or exceeding such amount, a “De Minimis Claim”), and any Loss pursuant to Section 10.2(a)(ii) constituting a De Minimis Claim shall not be taken into account for purposes of the Basket described in Section 10.2(b)(ii); or
 
(ii)           until the aggregate amount of the Purdue Indemnitees’ Losses pursuant to Section 10.2(a)(ii) (excluding Losses constituting De Minimis Claims) exceed $250,000 in the aggregate (the “Basket”), after which Contributor shall, subject to any other limitations contained herein, be required to indemnify any Purdue Indemnitee against any Losses in excess of the Basket amount.
 
(c)                  Subject to Section 11.12 (Special Rule for Fraud) and notwithstanding any other provision of this Agreement to the contrary, Contributor shall not be liable for, nor be required to indemnify any Purdue Indemnitee against, any Losses pursuant to Sections 10.2(a)(i)-(ii) for an aggregate amount in excess of $10,000,000.
 
10.3        Indemnification by the Purdue Parties.
 
(a)            Subject to the terms and conditions of this Article 10 and only to the extent set forth in Section 10.4(a), the Purdue Parties shall indemnify Contributor, each of Contributor’s Affiliates, and their respective successors, assigns, officers, directors, members, employees and agents (the “Contributor Indemnitees”) against, and hold them harmless from, any Loss suffered or incurred by any such Contributor Indemnitee, whether such Loss exists or accrues prior to, on or subsequent to the Closing Date, arising out of or in connection with any of the following:
 
(i)            any breach of a Purdue Party Fundamental Representation;
 
(ii)           any breach of any representation and warranty under Article 5 (Representations and Warranties of the Purdue Parties), other than the Purdue Fundamental Representations;
 
(iii)          any breach of any covenant of any of the Purdue Parties contained in this Agreement or any Closing Instrument;
 
(iv)          any claims with respect to any of the Assumed Liabilities, including the failure to discharge any of the Assumed Liabilities when due; and
 
(v)            any claims with respect to the operation of ED Institution or the ownership, operation or use of the Institutional Assets on or after the Closing Date.
 
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