Period ”), BCHI Holdings, LLC, a Georgia limited liability company (“ Holdings ”), agrees to indemnify and hold harmless Birch Communications, LLC (“ BCLLC '') and each other subsidiary that remained a subsidiary of BCLLC after the Closing (BCLLC and each such other subsidiary of BCLLC hereinafter collectively referred to as a “ Covered Subsidiar y ” ) from and against any and all asserted and/or actual liabilities for unpaid state income or franchise taxes, late fees and penalties and interest owed for 2017 and prior years and paid by BCLLC after the Closing. Notwithstanding the foregoing, Fusion BCHI agrees that Fusion BCHI shall cover the initial $1 , 000,000 of any actual tax liabilities (but not any late fees, penalties and interest associated therewith). Holdings shall have the right to assume the defense of these matters and shall have the right to settle such matters so long as such settlement does not involve any monetary payment by the Company and/or its Subsidiaries and does not otherwise have a material adverse effect on the business of the Company and its Subsidiaries with respect to any state taxes.