MATERIAL FACT NECESSARY TO MAKE THE STATEMENTS OR FACTS CONTAINED
THEREIN NOT MISLEADING.
(IV)
IF THERE SHALL BE A JUDICIAL DETERMINATION
THAT ANY PARTY (THE "INDEMNIFIED PARTY") SEEKING INDEMNIFICATION FROM ANOTHER
PARTY (THE "INDEMNIFYING PARTY") UNDER THIS AGREEMENT IS NOT ENTITLED TO SUCH
INDEMNIFICATION IN THE AMOUNT ORIGINALLY CLAIMED BY A THIRD PARTY, THEN THE
INDEMNIFYING PARTY SHALL BE ENTITLED TO REIMBURSEMENT FROM THE INDEMNIFIED PARTY
FOR ITS COSTS AND EXPENSES, INCLUDING REASONABLE ATTORNEYS' FEES, INCURRED IN
THE DEFENSE OF THE CLAIM FOR SUCH INDEMNITY PRO RATA, TO THE EXTENT THAT THE
AMOUNT AWARDED IS LESS THAN THE AMOUNT ORIGINALLY CLAIMED.
(V)
FOLLOWING THE RECEIPT BY EITHER PARTY OF A
COMPLAINT INITIATING A LAWSUIT IN RESPECT OF A THIRD PARTY CLAIM IN RESPECT OF
WHICH INDEMNITY MAY BE SOUGHT FROM EITHER PARTY HEREUNDER, WITHIN A REASONABLE
TIME AFTER SUCH RECEIPT, THE RECEIVING PARTY SHALL GIVE THE OTHER PARTY NOTICE
OF SUCH THIRD PARTY CLAIM.
(VI)
PURCHASER SHALL NOTIFY SELLER AND SELLER
SHALL NOTIFY PURCHASER OF ANY CLAIM FOR DAMAGES. SUCH NOTICE SHALL DESCRIBE, TO
THE EXTENT REASONABLY AVAILABLE, THE NATURE OF THE CLAIM, THE PROPOSED REMEDY
AND THE COST TO REMEDY OR TO SATISFY THE CLAIM. PURCHASER AND SELLER SHALL, IN
GOOD FAITH, CONSULT WITH THE OTHER PARTY AND GIVE THE OTHER PARTY A REASONABLE
OPPORTUNITY TO PROPOSE AN ALTERNATIVE METHOD TO REMEDY OR SATISFY THE CLAIM.
PROVIDED, HOWEVER, THAT IF THE NATURE OF THE CLAIM IS SUCH THAT, IN PURCHASER
AND SELLER'S JUDGMENT, THE ABOVE NOTICE AND OPPORTUNITY PROVISIONS COULD
REASONABLY BE EXPECTED TO CAUSE FURTHER DAMAGES OR WOULD OTHERWISE NOT BE
APPROPRIATE UNDER THE CIRCUMSTANCES, THEN THE PRIOR NOTICE AND OPPORTUNITY SHALL
NOT BE REQUIRED. NEITHER PURCHASER NOR SELLER SHALL BE REQUIRED IN ANY
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EVENT TO ADOPT THE METHOD PROPOSED BY THE OTHER PARTY. PURCHASER AND SELLER'S
FAILURE TO GIVE THE OTHER PARTY THE PRIOR NOTICE AND OPPORTUNITY OR TO ADOPT THE
METHOD PROPOSED, SHALL NOT BAR IN ANY EVENT EITHER PARTY FROM ASSERTING AN
INDEMNIFICATION CLAIM AGAINST THE OTHER UNDER AND SUBJECT TO THE TERMS AND
CONDITIONS DESCRIBED IN THIS SECTION 4.5, BUT, IN ANY SUCH CLAIM, THE FAILURE OF
EITHER PARTY TO GIVE PRIOR NOTICE AND OPPORTUNITY, OR TO ADOPT THE METHOD
PROPOSED SHALL BE ADMISSIBLE EVIDENCE IF EITHER PARTY SHALL CONTEST THE
REASONABLENESS OF THE AMOUNT OF THE DAMAGES THAT IT MAY RECOVER FROM THE OTHER
PARTY.
(VII)
ANY AMOUNTS DUE TO PURCHASER AS A RESULT OF
SELLER'S INDEMNIFICATION OBLIGATIONS UNDER THIS AGREEMENT, ARISING FROM THE
TRANSACTIONS CONTEMPLATED HEREBY, ARISING FROM ANY BREACH OF ANY REPRESENTATION
OR WARRANTY OF SELLER OR OTHERWISE MAY BE DRAWN BY PURCHASER FROM THE PURCHASE
PRICE ESCROW. IF THE AMOUNT OF THE PURCHASE PRICE ESCROW IS NOT SUFFICIENT TO
PAY THE AMOUNTS DUE TO PURCHASER, PURCHASER MAY SET OFF SUCH AMOUNT FROM ANY
AMOUNTS OWED AT ANY TIME TO SELLER OR ITS AFFILIATES TO THE EXTENT PERMISSIBLE
UNDER KOREAN LAW.
4.6
Confidentiality.
From and after
the Closing, Seller shall, and shall cause its Affiliates and representatives
to, keep