THE TERMINATION OR RESIGNATION OF THEIR EMPLOYMENT WITH
SELLER IN RELATION TO THESE EMPLOYEES' TERMS OF EMPLOYMENT WITH SELLER OR ANY
AFFILIATE OF SELLER, INCLUDING BUT NOT LIMITED TO CLAIMS RESULTING FROM THE
INCREASE IN ANY EMPLOYEE'S WAGE DURING HIS OR HER PERIOD OF EMPLOYMENT WITH
SELLER, (Y) ANY UNPAID COMPENSATION FOR WORK DURING OVERTIME, DAYS OFF AND
NIGHTTIME, AND (Z) ANY COMPENSATION FOR UNUSED DAY(S) OF ANNUAL AND/OR MONTHLY
LEAVE; AND
25
(4)
ANY SECONDARY TAX LIABILITY OF PURCHASER UNDER THE NATIONAL TAX
BASIC LAW AND THE LOCAL TAX LAW FOR THE TAXES OF SELLER THAT HAVE ACCRUED PRIOR
TO THE CLOSING DATE.
(II)
INDEMNIFICATION BY PURCHASER. PURCHASER
HEREBY AGREES TO INDEMNIFY AND HOLD HARMLESS SELLER FROM AND AGAINST ANY DAMAGES
ARISING OUT OF OR RESULTING FROM ANY MISREPRESENTATION, BREACH OF WARRANTY OR
NON-FULFILLMENT OF ANY AGREEMENT ON THE PART OF PURCHASER CONTAINED IN THIS
AGREEMENT OR IN ANY CERTIFICATE, INSTRUMENT, AGREEMENT OR OTHER DOCUMENT
FURNISHED OR TO BE FURNISHED TO SELLER IN CONNECTION WITH THE TRANSACTIONS
CONTEMPLATED HEREBY.
(B)
GENERAL INDEMNIFICATION PROCEDURES.
(I)
PURCHASER AND SELLER SHALL COOPERATE
IN THE DEFENSE OR PROSECUTION OF ANY CLAIM, ACTION, SUIT OR PROCEEDING ASSERTED
AGAINST EITHER OF THEM BY A PARTY OTHER THAN A PARTY HERETO OR AN AFFILIATE OF
ANY PARTY HERETO IN RESPECT OF WHICH INDEMNITY MAY BE SOUGHT HEREUNDER (A "THIRD
PARTY CLAIM") AND SHALL FURNISH SUCH RECORDS, INFORMATION AND TESTIMONY, AND
ATTEND SUCH CONFERENCES, DISCOVERY PROCEEDINGS, HEARINGS, TRIALS AND APPEALS, AS
MAY BE REASONABLY REQUESTED IN CONNECTION THEREWITH.
(II)
EXCEPT AS OTHERWISE PROVIDED IN THIS
AGREEMENT, NO ACTION OR CLAIM FOR DAMAGES RESULTING FROM BREACHES OF THE
REPRESENTATIONS AND WARRANTIES OF SELLER OR PURCHASER SHALL BE BROUGHT OR MADE
AFTER ONE (1) YEAR FOLLOWING THE CLOSING, EXCEPT THAT SUCH TIME LIMITATION SHALL
NOT APPLY TO (1) CLAIMS FOR MISREPRESENTATIONS OR BREACHES OF WARRANTY RELATING
TO SECTION 2.7 (RELATING TO TAXES) WHICH MAY BE ASSERTED UNTIL 90 DAYS AFTER THE
RUNNING OF THE APPLICABLE STATUTE OF LIMITATIONS WITH RESPECT TO THE TAXABLE
PERIOD TO WHICH THE PARTICULAR CLAIMS RELATES AND SECTION 2.20 (RELATING TO
LABOR RELATIONS) WHICH MAY BE ASSERTED UNTIL 90 DAYS AFTER THE RUNNING OF THE
APPLICABLE STATUTE OF LIMITATIONS WITH RESPECT TO ANY CLAIMS THAT MAY BE BROUGHT
BY A R&D EMPLOYEE, (2) CLAIMS RELATING TO ENVIRONMENTAL LIABILITIES THAT HAVE
BEEN BROUGHT AGAINST PURCHASER BY THIRD PARTIES WITHIN FIVE (5) YEARS FOLLOWING
THE CLOSING DATE AND (3) ANY CLAIMS WHICH HAVE BEEN THE SUBJECT OF A WRITTEN
NOTICE FROM PURCHASER TO SELLER PRIOR TO THE EXPIRATION OF THE APPLICABLE PERIOD
UNDER THIS SECTION 4.5(B)(VI), WHICH NOTICE SPECIFIES IN REASONABLE DETAIL THE
NATURE OF THE CLAIM.
(III)
NOTWITHSTANDING ANYTHING TO THE CONTRARY
IN THIS SECTION 4.4, NO LIMITATION OR CONDITION OF LIABILITY PROVIDED IN THIS
SECTION SHALL APPLY TO THE BREACH OF ANY OF THE REPRESENTATIONS AND WARRANTIES
CONTAINED HEREIN IF SUCH REPRESENTATION OR WARRANTY WAS MADE WITH ACTUAL
KNOWLEDGE THAT IT CONTAINED AN UNTRUE STATEMENT OF A MATERIAL FACT OR OMITTED TO
STATE A