TO WHICH ANY INDEMNITEE HAS GIVEN A PROPER CLAIMS NOTICE
UNDER SECTION 8.4 ON OR PRIOR TO THE EXPIRATION OF THE APPLICABLE PERIOD
AFORESAID, THE RIGHT TO INDEMNIFICATION WITH RESPECT THERETO SHALL SURVIVE THE
EXPIRATION OF ANY SUCH PERIOD UNTIL SUCH CLAIM IS FINALLY RESOLVED AND ANY
OBLIGATIONS WITH RESPECT THERETO ARE FULLY SATISFIED.
(B)
SUBJECT TO SECTION 8.3(A), TRAFFIX AND
PURCHASER AGREE, JOINTLY AND SEVERALLY, TO INDEMNIFY, DEFEND AND HOLD HARMLESS
SELLER AND THE SELLER'S SHAREHOLDER AND THEIR RESPECTIVE OFFICERS, DIRECTORS,
EMPLOYEES AND AGENTS, AND ANY OF THEIR SUCCESSORS, HEIRS AND ASSIGNS
(COLLECTIVELY, "SELLER INDEMNIFIED PARTIES") FROM AND AGAINST (I) ANY AND ALL
CLAIMS BASED UPON, ARISING OUT OF OR OTHERWISE IN RESPECT OF ANY INACCURACY IN
OR ANY BREACH OF ANY REPRESENTATION OR WARRANTY OR COVENANT OR AGREEMENT OF
TRAFFIX OR PURCHASER CONTAINED IN THIS AGREEMENT OR IN ANY OTHER DOCUMENT
DELIVERED BY TRAFFIX OR PURCHASER, AND (II) ANY CLAIM BROUGHT BY ANY THIRD PARTY
ARISING OUT OF THE OPERATION OF THE SELLER'S BUSINESS ON OR AFTER THE CLOSING
DATE.
8.4
Notice and Opportunity to Defend.
(A)
PROMPTLY AFTER RECEIPT BY ANY SELLER
INDEMNIFIED PARTY OR TRAFFIX INDEMNIFIED PARTY (THE "INDEMNITEE") OF NOTICE OF
ANY DEMAND, CLAIM OR CIRCUMSTANCE WHICH, WITH THE LAPSE OF TIME, WOULD OR MIGHT
GIVE RISE TO A CLAIM OR THE COMMENCEMENT (OR THREATENED COMMENCEMENT) OF ANY
ACTION, PROCEEDING OR INVESTIGATION (AN "ASSERTED LIABILITY") THAT MAY RESULT IN
ANY CLAIM, THE INDEMNITEE SHALL PROMPTLY GIVE NOTICE THEREOF (THE "CLAIMS
NOTICE") TO THE PARTY OBLIGATED TO PROVIDE INDEMNIFICATION PURSUANT TO
SECTION 8.2 OR 8.3 (THE "INDEMNIFYING PARTY").
THE CLAIMS NOTICE SHALL DESCRIBE
THE ASSERTED LIABILITY IN REASONABLE DETAIL, SHALL CONTAIN SUPPORTING
DOCUMENTATION (IF APPLICABLE), AND SHALL INDICATE THE AMOUNT (ESTIMATED, IF
NECESSARY AND TO THE EXTENT FEASIBLE) OF THE CLAIMS THAT HAVE BEEN OR MAY BE
SUFFERED BY THE INDEMNITEE.
NO INDEMNIFICATION OBLIGATION SHALL BE IMPOSED UPON
AN INDEMNIFYING PARTY UNLESS A PROPER CLAIMS NOTICE IS GIVEN TO THAT
INDEMNIFYING PARTY ON OR BEFORE THE LAST DAY OF THE SURVIVAL PERIOD FOR THE
REPRESENTATION, WARRANTY, OR COVENANT, THE ALLEGED BREACH OF WHICH FORMS THE
BASIS FOR THE CLAIM.
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(B)
THE INDEMNIFYING PARTY MAY ELECT TO
COMPROMISE OR DEFEND, AT ITS OWN EXPENSE AND BY ITS OWN COUNSEL, ANY ASSERTED
LIABILITY.
IF THE INDEMNIFYING PARTY ELECTS TO COMPROMISE OR DEFEND SUCH
ASSERTED LIABILITY, IT SHALL WITHIN THIRTY (30) DAYS (OR SOONER, IF THE NATURE
OF THE ASSERTED LIABILITY SO REQUIRES) NOTIFY THE INDEMNITEE OF ITS INTENT TO DO
SO, AND THE INDEMNITEE SHALL COOPERATE WITH THE INDEMNIFYING PARTY AND SHALL
PROVIDE THE INDEMNIFYING PARTY ACCESS TO ITS RECORDS AND PERSONNEL RELATING TO
ANY SUCH ASSERTED LIABILITY, IN EACH CASE, AT THE EXPENSE OF THE INDEMNIFYING
PARTY, IN THE COMPROMISE OF, OR DEFENSE AGAINST, SUCH ASSERTED LIABILITY.
IF
THE INDEMNIFYING PARTY ELECTS NOT TO COMPROMISE OR DEFEND THE ASSERTED LIABILITY
OR FAILS TO NOTIFY THE INDEMNITEE OF ITS ELECTION AS HEREIN PROVIDED, THE
INDEMNITEE MAY PAY, COMPROMISE OR DEFEND SUCH ASSERTED LIABILITY AT THE EXPENSE