AND THEIR RESPECTIVE
AFFILIATES INCLUDING PARTHENON LTD. (OTHER THAN IN RESPECT OF SUBSECTION (III)
BELOW) (HEREINAFTER THE "BUYER LOSSES") WHICH ARISE DIRECTLY OR INDIRECTLY OUT
OF OR IN CONNECTION WITH OR WHICH RESULTS FROM OR IS ATTRIBUTABLE TO: (I) ANY
BREACH OF ANY OF THE REPRESENTATIONS AND WARRANTIES OF IHI OR THE SELLERS
CONTAINED IN THIS AGREEMENT, (INCLUDING, WITHOUT LIMITATION, SCHEDULE 4 OF THE
PARTHENON ACQUISITION AGREEMENT (AS INCORPORATED BY SECTION 3 AND VARIED BY
SCHEDULE 3.1(D) HEREOF); (II) ANY BREACH BY IHI OR THE SELLERS OF ANY OF THEIR
COVENANTS IN THIS AGREEMENT (SAVE IN THE CASE OF THE COVENANT GIVEN IN THE
PARTHENON TAX COVENANT); (III) THE OWNERSHIP, OPERATION OR USE OF THE ASSETS OR
THE BUSINESSES PRIOR TO THE CLOSING DATE, OTHER THAN THE ASSUMED LIABILITIES;
(IV) THE OWNERSHIP, USE OR OPERATION OF ANY OF THE EXCLUDED ASSETS; (V) THE
EXCLUDED LIABILITIES; (VI) ANY LIABILITY OR OBLIGATION RELATING TO THE TRANSFER
OF THE CAPITAL STOCK OF PARTHENON INC. TO LIQUENT LTD.; AND (VII) IHI AND THE
SELLERS AGREE TO INDEMNIFY AND KEEP INDEMNIFIED THE BUYERS FROM AND AGAINST ALL
COSTS, CLAIMS, DEMANDS, LIABILITIES, EXPENSES, DAMAGES OR LOSSES WHICH ARE MADE
OR BROUGHT AGAINST OR INCURRED BY THE BUYERS WHICH ARISE DIRECTLY OR INDIRECTLY
IN CONNECTION WITH ANY FAILURE BY PARTHENON LTD. TO HAVE COMPLIED WITH THE
PROVISIONS OF THE DATA PROTECTION ACTS 1984 AND 1998 AT ANY TIME PRIOR TO THE
CLOSING DATE.
THE BUYERS SHALL GIVE IHI AND THE SELLERS PROMPT WRITTEN NOTICE
OF ANY THIRD PARTY CLAIM WHICH MAY GIVE RISE TO ANY INDEMNITY OBLIGATION UNDER
THIS SECTION 8.1, TOGETHER WITH THE ESTIMATED AMOUNT OF SUCH CLAIM, AND IHI AND
THE SELLERS SHALL HAVE THE RIGHT TO ASSUME THE DEFENSE OF ANY SUCH CLAIM THROUGH
COUNSEL OF THEIR OWN CHOOSING, BY SO NOTIFYING THE BUYERS WITHIN SIXTY (60) DAYS
OF RECEIPT OF THE BUYERS' WRITTEN NOTICE; PROVIDED, HOWEVER, THAT SUCH COUNSEL
SHALL BE REASONABLY SATISFACTORY TO THE BUYERS.
FAILURE TO GIVE PROMPT NOTICE
SHALL NOT AFFECT THE INDEMNIFICATION OBLIGATIONS HEREUNDER IN THE ABSENCE OF
ACTUAL PREJUDICE.
IF THE BUYERS DESIRE TO PARTICIPATE IN ANY SUCH DEFENSE
ASSUMED BY IHI AND THE SELLERS, THEY MAY DO SO AT THEIR SOLE COST AND EXPENSE.
IF THE SELLERS DECLINE TO ASSUME ANY SUCH DEFENSE, THEY SHALL BE LIABLE FOR ALL
REASONABLE COSTS AND EXPENSES OF DEFENDING SUCH CLAIM INCURRED BY THE BUYERS,
INCLUDING REASONABLE FEES AND DISBURSEMENTS OF COUNSEL.
NEITHER PARTY SHALL,
WITHOUT THE PRIOR WRITTEN CONSENT OF THE OTHER PARTY, WHICH SHALL NOT BE
UNREASONABLY WITHHELD, SETTLE, COMPROMISE OR OFFER TO SETTLE OR COMPROMISE ANY
SUCH CLAIM OR DEMAND ON A BASIS WHICH WOULD RESULT IN THE IMPOSITION OF A
CONSENT, ORDER, INJUNCTION OR DECREE WHICH WOULD RESULT IN THE ADMISSION OF
LIABILITY OF THE OTHER, RESTRICT THE FUTURE ACTIVITY OR CONDUCT OF THE OTHER
PARTY OR ANY SUBSIDIARY OR AFFILIATE THEREOF
42
OR IF SUCH SETTLEMENT OR COMPROMISE DOES NOT INCLUDE AN UNCONDITIONAL RELEASE OF
THE OTHER PARTY FOR ANY LIABILITY ARISING OUT OF SUCH