TAX BENEFIT, IF ANY, ATTRIBUTABLE TO SUCH LOSS. PURCHASER AGREES TO USE
COMMERCIALLY REASONABLE EFFORTS TO SEEK RECOVERY FROM ALL COLLATERAL SOURCES.
THE INDEMNIFYING PARTY MAY REQUIRE AN INDEMNIFIED PARTY TO ASSIGN THE RIGHTS TO
SEEK RECOVERY PURSUANT TO THE PRECEDING SENTENCE; PROVIDED, HOWEVER, THAT THE
INDEMNIFYING PARTY WILL THEN BE RESPONSIBLE FOR PURSUING SUCH CLAIM AT ITS OWN
EXPENSE. IF THE AMOUNT TO BE NETTED HEREUNDER IN CONNECTION WITH A COLLATERAL
SOURCE FROM ANY PAYMENT REQUIRED UNDER SECTION 7.6, 8.2 OR 8.3 IS DETERMINED
AFTER PAYMENT BY THE INDEMNIFYING PARTY OF ANY AMOUNT OTHERWISE REQUIRED TO BE
PAID TO AN INDEMNIFIED PARTY PURSUANT TO THIS ARTICLE VIII, THE INDEMNIFIED
PARTY SHALL REPAY TO THE INDEMNIFYING PARTY, PROMPTLY AFTER SUCH DETERMINATION,
ANY AMOUNT THAT THE INDEMNIFYING PARTY WOULD NOT HAVE HAD TO PAY PURSUANT TO
THIS ARTICLE VIII HAD SUCH DETERMINATION BEEN MADE AT THE TIME OF SUCH PAYMENT,
AND ANY EXCESS RECOVERY FROM A COLLATERAL SOURCE SHALL BE APPLIED TO REDUCE ANY
FUTURE PAYMENTS TO BE MADE BY THE INDEMNIFYING PARTY PURSUANT TO SECTION 7.6,
8.2 OR 8.3. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, IN NO EVENT SHALL
"LOSSES" BE CALCULATED BASED UPON ANY MULTIPLE OF LOST EARNINGS OR OTHER SIMILAR
METHODOLOGY USED TO VALUE THE BUSINESS, THE PURCHASED ASSETS, THE ASSUMED
LIABILITIES OR THE CONVEYED ENTITIES OR BASED ON THE FINANCIAL PERFORMANCE OR
RESULTS OF OPERATIONS OF THE BUSINESS, THE PURCHASED ASSETS, THE ASSUMED
LIABILITIES OR THE CONVEYED ENTITIES.
SECTION 8.6
INDEMNIFICATION PROCEDURE. (A) PROMPTLY AFTER THE INCURRENCE OF
ANY LOSSES BY ANY PERSON ENTITLED TO INDEMNIFICATION PURSUANT TO SECTIONS 5.5,
5.6, 5.12, 8.2 OR 8.3 HEREOF (AN "INDEMNIFIED PARTY"), INCLUDING ANY CLAIM BY A
THIRD PARTY DESCRIBED IN SECTION
71
8.7, WHICH MIGHT GIVE RISE TO INDEMNIFICATION HEREUNDER, THE INDEMNIFIED PARTY
SHALL DELIVER TO THE PARTY FROM WHICH INDEMNIFICATION IS SOUGHT (THE
"INDEMNIFYING PARTY") A CERTIFICATE (THE "CLAIM CERTIFICATE"), WHICH CLAIM
CERTIFICATE SHALL:
(I)
STATE THAT THE INDEMNIFIED PARTY HAS PAID OR ANTICIPATES IT WILL INCUR
LIABILITY FOR LOSSES FOR WHICH SUCH INDEMNIFIED PARTY IS ENTITLED TO
INDEMNIFICATION PURSUANT TO THIS AGREEMENT; AND
(II) SPECIFY IN REASONABLE DETAIL (AND HAVE ANNEXED THERETO ALL SUPPORTING
DOCUMENTATION, INCLUDING ANY CORRESPONDENCE IN CONNECTION WITH ANY THIRD-PARTY
CLAIM AND PAID INVOICES FOR CLAIMED LOSSES) EACH INDIVIDUAL ITEM OF LOSS
INCLUDED IN THE AMOUNT SO STATED, THE DATE SUCH ITEM WAS PAID OR ACCRUED, THE
BASIS FOR ANY ANTICIPATED LIABILITY AND THE NATURE OF THE MISREPRESENTATION,
BREACH OF WARRANTY, BREACH OF COVENANT OR CLAIM TO WHICH EACH SUCH ITEM IS
RELATED AND THE COMPUTATION OF THE AMOUNT TO WHICH SUCH INDEMNIFIED PARTY CLAIMS
TO BE ENTITLED HEREUNDER. THE FAILURE OF AN INDEMNIFIED PARTY TO GIVE REASONABLY
PROMPT NOTICE OF ANY CLAIM OR CLAIMS SHALL NOT RELEASE, WAIVE OR OTHERWISE
AFFECT THE INDEMNIFYING PARTY'S OBLIGATIONS WITH RESPECT THERETO EXCEPT TO THE
EXTENT THAT THE INDEMNIFYING PARTY IS MATERIALLY PREJUDICED AS A RESULT OF SUCH
FAILURE.
(B)
IN THE EVENT THAT THE INDEMNIFYING PARTY SHALL OBJECT TO THE
INDEMNIFICATION OF AN INDEMNIFIED PARTY