THIS §6. IN FURTHERANCE OF AND SUBJECT TO THE FOREGOING, THE SELLER,
BUYER, AND BUYER PARENT HEREBY WAIVE, TO THE FULLEST EXTENT PERMITTED UNDER
APPLICABLE LAW, AND AGREE NOT TO ASSERT AND TO CAUSE EACH OF THE OTHER SELLER
INDEMNITEES AND BUYER INDEMNITEES NOT TO ASSERT IN ANY ACTION OR PROCEEDING OF
ANY KIND, ANY AND ALL RIGHTS, CLAIMS AND CAUSES OF ACTION IT MAY NOW OR
HEREAFTER HAVE AGAINST ANY PARTY AND ANY OF THEIR RESPECTIVE AFFILIATES AND
THEIR RESPECTIVE MEMBERS, PARTNERS, STOCKHOLDERS, OFFICERS, DIRECTORS,
EMPLOYEES, AGENTS AND REPRESENTATIVES AND THEIR RESPECTIVE AFFILIATES RELATING
TO THE SUBJECT MATTER OF THIS AGREEMENT, OTHER THAN CLAIMS FOR INDEMNIFICATION
ASSERTED AS PERMITTED BY AND IN ACCORDANCE WITH THE PROVISIONS SET FORTH IN THIS
§6 (INCLUDING ANY SUCH RIGHTS, CLAIMS OR CAUSES OF ACTION ARISING UNDER OR BASED
UPON COMMON LAW OR OTHER LEGAL REQUIREMENTS). UPON MAKING ANY PAYMENT TO AN
INDEMNIFIED PARTY FOR ANY INDEMNIFICATION CLAIM PURSUANT TO THIS §6, THE
INDEMNIFYING PARTY SHALL BE SUBROGATED, TO THE EXTENT OF SUCH PAYMENT, TO ANY
RIGHTS WHICH THE INDEMNIFIED PARTY MAY HAVE AGAINST OTHER PERSONS WITH RESPECT
TO THE SUBJECT MATTER UNDERLYING SUCH INDEMNIFICATION CLAIM. THE PARTIES SHALL
TAKE ALL REASONABLE STEPS TO MITIGATE ALL SUCH LOSSES UPON AND AFTER BECOMING
AWARE OF ANY EVENT WHICH COULD REASONABLY BE EXPECTED TO GIVE RISE TO ANY LOSSES
WITH RESPECT TO WHICH INDEMNIFICATION MAY BE REQUESTED HEREUNDER. ANY INSURANCE
PROCEEDS AND TAX BENEFITS ACTUALLY RECEIVED OR REALIZED BY AN INDEMNIFIED PARTY
(OR AN AFFILIATE OF AN INDEMNIFIED PARTY) AFTER INDEMNIFICATION SHALL HAVE BEEN
MADE TO SUCH INDEMNIFIED PARTY HEREUNDER THAT WERE NOT GIVEN EFFECT, PURSUANT TO
THE DEFINITION OF "LOSS", IN DETERMINING THE AMOUNT OF SUCH LOSS, UP TO THE
AMOUNT OF SUCH LOSS, SHALL BE REFUNDED TO THE INDEMNIFYING PARTY BY THE
INDEMNIFIED PARTY. TO THE EXTENT PERMITTED UNDER APPLICABLE LEGAL REQUIREMENTS,
ANY AND ALL PAYMENTS OR OFFSETS PURSUANT TO THIS §6 SHALL BE DEEMED FOR TAX
PURPOSES TO BE ADJUSTMENTS TO THE PURCHASE PRICE.
6.6.
THIRD PARTY CLAIMS. PROMPTLY AFTER THE RECEIPT BY ANY PERSON
ENTITLED TO INDEMNIFICATION PURSUANT TO THIS §6 (THE "INDEMNIFIED PARTY") OF
NOTICE OF THE COMMENCEMENT OF ANY ACTION AGAINST SUCH INDEMNIFIED PARTY BY A
THIRD PARTY, SUCH INDEMNIFIED PARTY SHALL, IF A CLAIM WITH RESPECT THERETO IS TO
BE MADE AGAINST ANY PARTY OBLIGATED TO PROVIDE INDEMNIFICATION PURSUANT TO THIS
§6 (THE "INDEMNIFYING PARTY"), GIVE SUCH INDEMNIFYING PARTY WRITTEN NOTICE
THEREOF IN REASONABLE DETAIL IN LIGHT OF THE
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CIRCUMSTANCES THEN KNOWN TO SUCH INDEMNIFIED PARTY. THE FAILURE TO GIVE SUCH
NOTICE SHALL NOT RELIEVE ANY INDEMNIFYING PARTY FROM ANY OBLIGATION HEREUNDER
EXCEPT WHERE, AND THEN SOLELY TO THE EXTENT THAT, SUCH FAILURE ACTUALLY AND
MATERIALLY PREJUDICES THE RIGHTS OF SUCH INDEMNIFYING PARTY. SUCH INDEMNIFYING
PARTY SHALL HAVE THE RIGHT TO DEFEND SUCH CLAIM, AT SUCH INDEMNIFYING PARTY'S
EXPENSE AND WITH COUNSEL OF ITS CHOICE REASONABLY SATISFACTORY TO THE
INDEMNIFIED PARTY, PROVIDED THAT THE INDEMNIFYING PARTY CONDUCTS THE DEFENSE OF
SUCH CLAIM ACTIVELY AND DILIGENTLY. IF THE