NOTICE TO THE INDEMNITEE
SPECIFYING IN REASONABLE DETAIL THE BASIS FOR SUCH OBJECTION. FAILURE TO TIMELY
OBJECT SHALL CONSTITUTE A FINAL AND BINDING ACCEPTANCE OF THE INDEMNIFICATION
CLAIM BY THE INDEMNITOR, PROVIDED THAT THE INDEMNITOR WAS PROPERLY SERVED WITH
NOTICE OF THE INDEMNIFICATION CLAIM PRIOR TO THE COMMENCEMENT OF SUCH THIRTY
(30) BUSINESS DAY PERIOD, AND INDEMNITOR SHALL PAY THE INDEMNIFICATION CLAIM TO
INDEMNITEE WITHIN TEN (10) BUSINESS DAYS AFTER THE EXPIRATION OF THE THIRTY (30)
BUSINESS DAY OBJECTION PERIOD.
IF AN OBJECTION IS TIMELY DELIVERED BY THE
INDEMNITOR, THEN THE INDEMNITEE AND THE INDEMNITOR SHALL NEGOTIATE IN GOOD FAITH
FOR A PERIOD OF SIXTY (60) BUSINESS DAYS FROM THE DATE (THE "NEGOTIATION
PERIOD") THE INDEMNITEE RECEIVES SUCH OBJECTION.
AFTER THE NEGOTIATION PERIOD,
IF THE INDEMNITOR AND THE
9
INDEMNITEE STILL CANNOT AGREE ON THE RESOLUTION OF AN INDEMNIFICATION CLAIM,
EITHER THE INDEMNITOR OR INDEMNITEE MAY SUBMIT THE DISPUTE TO A COURT OF
COMPETENT JURISDICTION.
HOWEVER, NOTHING IN THIS AGREEMENT SHALL PREVENT THE
PARTIES FROM SEEKING RELIEF IN A COURT OF EQUITY.
10.3
ASSUMING THAT THE CLOSING OCCURS, ANY PAYMENT, FEE OR OTHER
COMPENSATION RELATING TO THE OWNER PARTICIPANT INTEREST RECEIVED BY SELLER AFTER
THE CLOSING WHICH RELATES TO ANY PERIOD AFTER THE CLOSING SHALL PROMPTLY, BUT IN
ANY EVENT WITHIN FIVE (5) BUSINESS DAYS AFTER RECEIPT, BE PAID TO PURCHASER AND,
UNTIL PAID TO PURCHASER, SHALL BE RECEIVED AND HELD BY SELLER FOR THE BENEFIT OF
PURCHASER.
10.4
ASSUMING THAT THE CLOSING OCCURS, IF PURCHASER SHALL RECEIVE ANY
PAYMENT, FEE OR OTHER COMPENSATION RELATING TO THE OWNER PARTICIPANT INTEREST
WHICH RELATES TO ANY PERIOD PRIOR TO THE CLOSING, PURCHASER SHALL PROMPTLY, BUT
IN ANY EVENT WITHIN FIVE (5) BUSINESS DAYS AFTER RECEIPT, BE PAID TO SELLER AND,
UNTIL PAID TO SELLER, ANY SUCH AMOUNT RECEIVED BY PURCHASER SHALL BE RECEIVED
AND HELD BY PURCHASER FOR THE BENEFIT OF SELLER.
11.
MISCELLANEOUS.
11.1
THIS AGREEMENT EMBODIES THE ENTIRE AGREEMENT BETWEEN THE PARTIES
WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT AND CANNOT BE WAIVED OR
AMENDED EXCEPT BY THE WRITTEN AGREEMENT EXECUTED BY PURCHASER AND SELLER.
11.2
TIME SHALL BE OF THE ESSENCE OF EACH PROVISION OF THIS AGREEMENT.
11.3
IF THE TIME PERIOD BY WHICH ANY RIGHT, OPTION OR ELECTION PROVIDED
UNDER THIS AGREEMENT MUST BE EXERCISED, OR BY WHICH ANY ACT REQUIRED HEREUNDER
MUST BE PERFORMED, OR BY WHICH THE CLOSING MUST BE HELD, EXPIRES ON A SATURDAY,
SUNDAY OR LEGAL OR BANK HOLIDAY, THEN SUCH TIME PERIOD SHALL BE AUTOMATICALLY
EXTENDED THROUGH THE CLOSE OF BUSINESS ON THE NEXT BUSINESS DAY.
11.4
(A)
NEITHER SELLER NOR PURCHASER REPRESENTS OR WARRANTS
TO ANY OTHER PARTY, AND NO INFERENCE SHALL BE DRAWN FROM ANY PROVISIONS HEREOF
THAT ANY PARTY REPRESENTS OR WARRANTS TO ANY OTHER PARTY THAT THE TRANSACTIONS
CONTEMPLATED BY THE TRANSACTION DOCUMENTS WILL HAVE ANY PARTICULAR INCOME TAX OR
OTHER TAX CONSEQUENCES.
(B)
NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, EACH PARTY HERETO
MAY DISCLOSE TO ANY AND ALL PERSONS, WITHOUT LIMITATION OF ANY KIND, THE