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SECTION 5.07. Utilities. If requested by Buyer, Sellers agree to maintain the electric, water,
<br /> natural gas, phone, and internet service (as applicable) active with respect to the facilities located at the
<br /> Owned Real Property for two (2)months after Closing, and Buyer agrees to reimburse Sellers for all such
<br /> expenses incurred post-Closing(and all related Taxes)upon presentation of invoices. If any of such invoices
<br /> relate to both pre-Closing and post-Closing periods, such invoices will be prorated between Sellers and
<br /> Buyer, with Sellers responsible for any amounts due with respect to the pre-Closing period and Buyer
<br /> responsible for any amounts due with respect to the post-Closing period.
<br /> SECTION 5.08. Payment of Liabilities. Sellers shall pay or otherwise satisfy in the ordinary
<br /> course of business(including and specifically, on or before coming due)all of the Excluded Liabilities.
<br /> SECTION 5.09. Receivables.Following the Closing, Sellers shall not,directly or indirectly,take
<br /> any actions out of the ordinary course of business consistent with past practice with respect to any
<br /> Receivables(including with respect to the collection thereof).
<br /> ARTICLE VI
<br /> INDEMNIFICATION
<br /> SECTION 6.01. Indemnification of Buyer. To the greatest extent allowed by applicable Law,
<br /> each Seller and Beneficiary,jointly and severally, shall defend, indemnify, and hold harmless Buyer and
<br /> its directors, officers, employees, insurers, sureties, parent companies, subsidiaries, and affiliates
<br /> (collectively,"Buyer Indemnitees")from and against any and all demands,obligations,judgments, losses,
<br /> claims,suits,damages,diminution in value, fees and expenses(including amounts paid in settlement,costs
<br /> of investigation, and fees and expenses of attorneys, experts, and consultants), liabilities, fines, penalties,
<br /> assessments, and remedial or clean-up costs, whether or not arising from a third-party claim (collectively,
<br /> "Losses"),whether or not due and payable,that arise out of,or are in any way attributable to:
<br /> (a) Any inaccuracy or breach of any warranty or representation made by any Seller or any
<br /> Beneficiary in this Agreement or in any Related Instrument;
<br /> (b) Any breach of any covenant or agreement made by any Seller or Non-Compete Party in
<br /> this Agreement or in any Related Instrument;
<br /> (c) The Excluded Assets or Excluded Liabilities;
<br /> (d) Any and all Taxes (including any interest, additions, and penalties with respect thereto)
<br /> imposed on Buyer, or for which Buyer is liable, with respect to all periods ending on or before the Closing
<br /> Date,or that are imposed on the Transactions,or a pro rata portion(based on an interim closing of the books
<br /> on the Closing Date)of any Taxes for any period that ends after but includes the Closing Date and any costs
<br /> or expenses with respect to Tax indemnification arising hereunder; or
<br /> (e) Any Proceedings,judgments, decrees, awards, assessments, fees, or expenses incident to
<br /> any of the foregoing or the mitigation thereof, including investigation costs and attorneys, experts, and
<br /> consultants fees and expenses incurred to enforce this indemnification.
<br /> SECTION 6.02. Indemnification of Sellers. From and after the Closing Date, Buyer shall
<br /> defend, indemnify, and hold harmless each Seller and its directors, officers, managers, members,
<br /> employees, insurers, sureties, parent companies, subsidiaries, and affiliates (collectively, "Seller
<br /> Indemnitees")from and against any and all Losses,whether or not due and payable,that arise out of,or are
<br /> in any way attributable to:
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