AGREEMENT OR ANY RELATED DOCUMENT, OR
FALSE STATEMENT BY BUYER IN ANY REPRESENTATION OR WARRANTY CONTAINED IN THIS
AGREEMENT OR ANY RELATED DOCUMENT OR ANY DOCUMENT FURNISHED OR REQUIRED TO BE
FURNISHED HEREBY OR THEREBY; (II) ANY AND ALL DEBTS, LIABILITIES AND OBLIGATIONS
OF BUYER OF ANY NATURE ARISING OUT OF THE ASSETS OR THE CONDUCT OF THE BUSINESS
AFTER THE CLOSING DATE EXCEPT FOR MATTERS WHICH ARE THE SUBJECT OF
INDEMNIFICATION PURSUANT TO SECTION 7.1(A); (III) ANY LITIGATION ARISING OUT OF
OR BASED UPON EVENTS OR OPERATIVE FACTS TO THE EXTENT SUCH EVENTS OR FACTS
OCCURRED AFTER THE CLOSING DATE, IN CONNECTION WITH THE BUYER OR THE ASSETS OR
IN RELATION TO THE TRANSFERRING EMPLOYEES AS SET FORTH IN AND SUBJECT TO ARTICLE
8; (IV) ANY AND ALL CLAIMS, INCLUDING LEGAL, ADMINISTRATIVE OR CREDITOR CLAIMS
OR ACTIONS, IN CONNECTION WITH THE BUYER OR THE ASSETS OR THE TRANSFER OF ASSETS
HEREUNDER, TO THE EXTENT FACTS MATERIAL TO ANY SUCH CLAIM OR CAUSE OF ACTION
PLEADED OR STATED THERE OCCURRED AFTER THE CLOSING DATE; AND (V) COSTS AND
EXPENSES (INCLUDING REASONABLE ATTORNEYS' FEES) INCURRED BY SELLER AFFILIATES IN
CONNECTION WITH ANY DEMAND, ACTION, SUIT, PROCEEDING, ASSESSMENT OR JUDGMENT
INCIDENT TO ANY OF THE FOREGOING (COLLECTIVELY, "SELLER DAMAGES").
7.2
COOPERATION, NOTICE, DEFENSE AND SETTLEMENT.
(A)
EACH PARTY SHALL REASONABLY COOPERATE IN THE DEFENSE OF CLAIMS AND
LOSSES.
WITHOUT LIMITATION, THE COOPERATION SHALL INCLUDE MAKING AVAILABLE
DOCUMENTS AND OR WITNESSES AS MAY BE WITHIN THE CONTROL OF THE PARTY, ASSISTING
THE OTHER PARTY TO DETERMINE ALL PARTICULARS OF THE CLAIM AND LOSS, AND
IDENTIFYING AND PROVING COUNTERCLAIMS AGAINST THE THIRD PARTY.
EACH PARTY SHALL
STRICTLY OBSERVE ALL CONDUCT AND COMMUNICATION RULES THAT LITIGATION COUNSEL
SHALL IMPOSE WITH RESPECT TO THE CLAIM OR LITIGATION, INCLUDING, BUT NOT LIMITED
TO, ISSUANCE OF PRESS RELEASES, PUBLIC STATEMENTS AND EVEN TO STATEMENTS TO
INDIVIDUALS WITHIN THE EMPLOY OF A PARTY WHO EITHER DO NOT HAVE A STRICT NEED TO
KNOW, OR, TO WHOM COMMUNICATION WOULD BE RESTRICTED BY REASON OF ANY PROTECTIVE
ORDER IN EFFECT.
EACH PARTY AGREES TO USE ITS REASONABLE EFFORTS TO MINIMIZE
THE COST TO THE OTHER PARTY OF ITS OBLIGATION TO INDEMNIFY FOR CLAIMS AND LOSSES
IN ACCORDANCE WITH THIS ARTICLE 7, INCLUDING TAKING REASONABLE STEPS TO MITIGATE
ALL CLAIMS AND LOSSES UPON AND AFTER BECOMING AWARE OF ANY EVENT WHICH COULD
REASONABLY BE EXPECTED TO GIVE RISE TO CLAIMS AND LOSSES.
(B)
EACH PARTY AGREES TO GIVE PROMPT NOTICE TO THE OTHER, OF ANY CLAIM
AGAINST THE OTHER, WHICH MIGHT GIVE RISE TO A CLAIM BASED ON THE INDEMNITY
CONTAINED IN SECTIONS 7.1(A) AND (B),
18
STATING THE NATURE AND BASIS OF THE CLAIM AND THE AMOUNT THEREOF.
FAILURE TO SO
NOTIFY A PARTY WILL RELIEVE IT OF LIABILITY ONLY TO THE EXTENT THAT SUCH FAILURE
ADVERSELY AFFECTS SUCH PARTY'S ABILITY TO DEFEND SUCH CLAIM.
(C)
IN THE EVENT ANY CLAIMS, ACTION, SUIT OR PROCEEDING IS BROUGHT
AGAINST A PARTY (THE "INDEMNIFIED PARTY") WITH RESPECT TO WHICH THE OTHER PARTY