ON INDEMNIFICATION OBLIGATIONS.
(A)
SELLER'S AGGREGATE LIABILITY FOR ALL DAMAGES UNDER
SECTION 8.2(A) AND SECTION 8.2(C) SHALL BE LIMITED TO AN AMOUNT NOT TO EXCEED
$8,000,000 (THE "CAP"); PROVIDED THAT SELLER'S AGGREGATE LIABILITY FOR ALL
DAMAGES IN RESPECT OF ANY LIABILITY OF SELLER FOR TAXES AS SET FORTH IN
SECTION 9.1(A) SHALL NOT BE SUBJECT TO THIS LIMITATION AND SHALL NOT BE TAKEN
INTO ACCOUNT IN APPLYING THIS PROVISION.
(B)
WITH RESPECT TO ALL DAMAGES SUBJECT TO INDEMNIFICATION PURSUANT TO
SECTION 8.2(A), SECTION 8.2(C) OR SECTION 9.1, SELLER SHALL NOT BE REQUIRED TO
INDEMNIFY THE BUYER INDEMNIFIED PERSONS FOR ANY DAMAGES (OR SERIES OF RELATED
DAMAGES) OF LESS THAN $25,000 ("DE MINIMIS LOSS").
(C)
ANY LIABILITY TAKEN INTO ACCOUNT FOR PURPOSES OF CALCULATING THE
WORKING CAPITAL ADJUSTMENT OR FOR WHICH RESERVES ARE INCLUDED ON THE INTERIM
BALANCE SHEET SHALL NOT BE SUBJECT TO INDEMNIFICATION UNDER THIS ARTICLE VIII UP
TO THE RESPECTIVE AMOUNTS INCLUDED IN SUCH CALCULATION OR SUCH RESERVES.
(D)
IN NO EVENT SHALL SELLER BE LIABLE TO BUYER FOR DAMAGES ON ACCOUNT
OF LOSS OF ANTICIPATED PROFITS OR ANY CONSEQUENTIAL DAMAGES WHATSOEVER FROM THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.
(E)
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN (OTHER
THAN SECTION 8.4(B) AND SECTION 8.7), THE INDEMNIFICATION OBLIGATIONS OF THE
PARTIES IN RESPECT OF TAXES ARE EXCLUSIVELY THE SUBJECT OF ARTICLE IX AND ARE
NOT THE SUBJECT OF OR OTHERWISE COVERED BY THIS ARTICLE VIII.
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SECTION 8.5
NOTICE AND PAYMENT OF CLAIMS.
(A)
NOTICE. SUBJECT TO THE PROVISIONS OF SECTION 8.6 OF THIS
AGREEMENT, THE INDEMNIFIED PARTY SHALL NOTIFY THE INDEMNIFYING PARTY AS SOON AS
REASONABLY PRACTICABLE, BUT IN NO EVENT LATER THAN TEN (10) DAYS, AFTER THE
INDEMNIFIED PARTY BECOMES AWARE OF, AND SHALL PROVIDE TO THE INDEMNIFYING PARTY
AS SOON AS PRACTICABLE THEREAFTER ALL INFORMATION AND DOCUMENTATION NECESSARY TO
SUPPORT AND VERIFY, ANY DAMAGES THAT THE INDEMNIFIED PARTY SHALL HAVE DETERMINED
TO HAVE GIVEN RISE TO A CLAIM FOR INDEMNIFICATION HEREUNDER, AND THE
INDEMNIFYING PARTY SHALL BE GIVEN ACCESS TO ALL BOOKS AND RECORDS IN THE
POSSESSION OR UNDER THE CONTROL OF THE INDEMNIFIED PARTY WHICH THE INDEMNIFYING
PARTY REASONABLY DETERMINES TO BE RELATED TO SUCH CLAIM. NOTWITHSTANDING THE
FOREGOING, THE FAILURE TO SO NOTIFY THE INDEMNIFYING PARTY SHALL NOT RELIEVE THE
INDEMNIFYING PARTY OF ANY LIABILITY THAT IT MAY HAVE TO THE INDEMNIFIED PARTY,
EXCEPT TO THE EXTENT THAT THE INDEMNIFYING PARTY IS PREJUDICED BY THE
INDEMNIFIED PARTY'S FAILURE TO GIVE SUCH NOTICE.
(B)
PAYMENT. IN THE EVENT AN ACTION FOR INDEMNIFICATION UNDER THIS
ARTICLE VIII SHALL HAVE BEEN FINALLY DETERMINED, SUCH FINAL DETERMINATION SHALL
BE PAID TO SELLER OR BUYER, AS THE CASE MAY BE, ON DEMAND IN IMMEDIATELY
AVAILABLE FUNDS IN U.S. DOLLARS. AN ACTION, AND THE LIABILITY FOR AND AMOUNT OF
DAMAGES THEREFOR, SHALL BE DEEMED TO BE "FINALLY DETERMINED" FOR PURPOSES OF
THIS ARTICLE VIII WHEN THE PARTIES TO SUCH ACTION HAVE SO DETERMINED BY MUTUAL
AGREEMENT OR, IF DISPUTED, WHEN A FINAL NON-APPEALABLE ORDER SHALL HAVE BEEN
ENTERED.
SECTION