ALL APPLICABLE LEGAL REQUIREMENTS RELATING TO
EMPLOYEE PLANS, EMPLOYMENT PRACTICES OR OTHER EMPLOYMENT MATTERS; OR
(f) ANY LIABILITY RELATED TO SELLER THAT HAS NOT BEEN EXPRESSLY ASSUMED BY
PURCHASER.
THE FOREGOING INDEMNIFICATION APPLIES, WITHOUT LIMITATION, TO ANY AND ALL
MATTERS ARISING OUT OF ANY ACT, OMISSION, EVENT OR CIRCUMSTANCE EXISTING OR
OCCURRING ON OR PRIOR TO THE CLOSING DATE; PROVIDED THAT SUCH INDEMNITY SHALL
NOT APPLY WITH RESPECT TO MATTERS CAUSED BY OR ARISING OUT OF THE GROSS
NEGLIGENCE OR WILLFUL
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MISCONDUCT OF PURCHASER. THE PROVISIONS OF THIS PARAGRAPH SHALL SURVIVE THE
CLOSING AND SHALL CONTINUE INDEFINITELY THEREAFTER IN FULL FORCE AND EFFECT.
Section 11.2. INDEMNIFICATION BY PURCHASER. SUBJECT TO THE TERMS AND CONDITIONS
OF THIS ARTICLE, PURCHASER HEREBY AGREES TO INDEMNIFY, DEFEND AND HOLD
SHAREHOLDER AND SELLER AND SELLER'S RESPECTIVE DIRECTORS, OFFICERS, AGENTS,
ATTORNEYS AND AFFILIATES HARMLESS FROM AND AGAINST ALL DAMAGES ASSERTED AGAINST
OR INCURRED BY ANY OF SUCH INDEMNITEES BY REASON OF OR RESULTING FROM A BREACH
BY PURCHASER OF ANY REPRESENTATION, WARRANTY OR COVENANT OF PURCHASER CONTAINED
HEREIN OR IN ANY EXHIBIT, SCHEDULE OR CERTIFICATE DELIVERED HEREUNDER, OR IN ANY
AGREEMENT EXECUTED IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY.
Section 11.3. CONDITIONS OF INDEMNIFICATION. THE RESPECTIVE OBLIGATIONS AND
LIABILITIES OF SELLER AND SHAREHOLDER, ON THE ONE HAND, AND PURCHASER, ON THE
OTHER HAND (THE "INDEMNIFYING PARTY") TO THE OTHER (THE "PARTY TO BE
INDEMNIFIED") UNDER SECTIONS 11.1 AND 11.2 WITH RESPECT TO CLAIMS RESULTING FROM
THE ASSERTION OF LIABILITY BY THIRD PARTIES SHALL BE SUBJECT TO THE FOLLOWING
TERMS AND CONDITIONS:
(a) WITHIN 20 DAYS (OR SUCH EARLIER TIME AS MIGHT BE REQUIRED TO AVOID
PREJUDICING THE INDEMNIFYING PARTY'S POSITION) AFTER RECEIPT OF NOTICE OF
COMMENCEMENT OF ANY ACTION EVIDENCED BY SERVICE OF PROCESS OR OTHER LEGAL
PLEADING, THE PARTY TO BE INDEMNIFIED SHALL GIVE THE INDEMNIFYING PARTY WRITTEN
NOTICE THEREOF TOGETHER WITH A COPY OF SUCH CLAIM, PROCESS OR OTHER LEGAL
PLEADING, AND THE INDEMNIFYING PARTY SHALL HAVE THE RIGHT TO UNDERTAKE THE
DEFENSE THEREOF BY REPRESENTATIVES OF ITS OWN CHOOSING AND AT ITS OWN EXPENSE;
PROVIDED THAT THE PARTY TO BE INDEMNIFIED MAY PARTICIPATE IN THE DEFENSE WITH
COUNSEL OF ITS OWN CHOICE, THE FEES AND EXPENSES OF WHICH COUNSEL SHALL BE PAID
BY THE PARTY TO BE INDEMNIFIED UNLESS (i) THE INDEMNIFYING PARTY HAS AGREED TO
PAY SUCH FEES AND EXPENSES, (ii) THE INDEMNIFYING PARTY HAS FAILED TO ASSUME THE
DEFENSE OF SUCH ACTION OR (iii) THE NAMED PARTIES TO ANY SUCH ACTION (INCLUDING
ANY IMPLEADED PARTIES) INCLUDE BOTH THE INDEMNIFYING PARTY AND THE PARTY TO BE
INDEMNIFIED AND THE PARTY TO BE INDEMNIFIED HAS BEEN ADVISED BY COUNSEL THAT
THERE MAY BE ONE OR MORE LEGAL DEFENSES AVAILABLE TO IT THAT ARE DIFFERENT FROM
OR ADDITIONAL TO THOSE AVAILABLE TO THE INDEMNIFYING PARTY (IN WHICH CASE, IF
THE PARTY TO BE INDEMNIFIED INFORMS THE INDEMNIFYING PARTY IN WRITING THAT IT
ELECTS TO EMPLOY SEPARATE COUNSEL AT THE EXPENSE OF THE INDEMNIFYING PARTY, THE
INDEMNIFYING PARTY SHALL NOT HAVE THE RIGHT