TO ALL CLAIMS OTHER THAN
THIRD PARTY CLAIMS, THE INDEMNIFYING PARTY SHALL PROMPTLY PAY OR REIMBURSE THE
INDEMNIFIED PARTY IN RESPECT OF ANY CLAIM OR LIABILITY FOR LOSSES TO WHICH THE
FOREGOING INDEMNITIES RELATE AFTER THE RECEIPT OF WRITTEN NOTICE FROM THE
INDEMNIFIED PARTY OUTLINING WITH REASONABLE PARTICULARITY THE NATURE AND AMOUNT
OF THE CLAIM(S).
ALL CLAIMS FOR INDEMNITY HEREUNDER MUST BE SUBMITTED BY THE
INDEMNIFIED PARTY TO THE INDEMNIFYING PARTY WITHIN THE TIME PERIOD FOR SURVIVAL
SET FORTH IN SECTION 6.01.
IN THE EVENT THE INDEMNIFYING PARTY FAILS OR REFUSES
TO MAKE PAYMENT FOR SUCH CLAIMS WITHIN A PERIOD OF 30 DAYS FROM THE DATE OF
NOTICE TO THE INDEMNIFYING PARTY, THE INDEMNIFIED PARTY SHALL BE ENTITLED TO
EXERCISE ALL LEGAL MEANS OF RELIEF AVAILABLE.
THE INDEMNIFYING PARTY SHALL
REIMBURSE THE INDEMNIFIED PARTY FOR ALL COSTS AND EXPENSES (INCLUDING REASONABLE
LEGAL FEES AND EXPENSES AND COSTS OF INVESTIGATION) INCURRED BY THE INDEMNIFIED
PARTY IN ENFORCING ITS RIGHTS UNDER THIS ARTICLE VI.
SUCH REIMBURSEMENT SHALL
BE WITHOUT REGARD TO ANY MONETARY LIMITATIONS ON THE INDEMNIFYING PARTY'S
OBLIGATION TO INDEMNIFY THE INDEMNIFIED PARTY UNDER SECTION 6.07.
29
6.06
ACCESS AND INFORMATION.
WITH RESPECT TO ANY
CLAIM FOR INDEMNIFICATION HEREUNDER, THE INDEMNIFIED PARTY WILL GIVE TO THE
INDEMNIFYING PARTY AND ITS COUNSEL, ACCOUNTANTS AND OTHER REPRESENTATIVES
REASONABLE ACCESS, DURING NORMAL BUSINESS HOURS AND UPON THE GIVING OF
REASONABLE PRIOR NOTICE, TO ITS BOOKS AND RECORDS RELATING TO SUCH CLAIMS, AND
TO ITS EMPLOYEES, ACCOUNTANTS, COUNSEL AND OTHER REPRESENTATIVES, ALL WITHOUT
CHARGE TO THE INDEMNIFYING PARTY, EXCEPT FOR THE REIMBURSEMENT OF THE
OUT-OF-POCKET REASONABLE EXPENSES OF THE INDEMNIFIED PARTY.
IN THIS REGARD, THE
INDEMNIFIED PARTY AGREES TO MAINTAIN ANY OF ITS BOOKS AND RECORDS WHICH MAY
RELATE TO A CLAIM FOR INDEMNIFICATION HEREUNDER FOR SUCH PERIOD OF TIME AS MAY
BE NECESSARY TO ENABLE THE INDEMNIFYING PARTY TO RESOLVE SUCH CLAIM.
6.07
MONETARY LIMITATIONS.
(A)
SELLER OBLIGATIONS.
THE SELLER WILL HAVE
NO OBLIGATION TO INDEMNIFY THE PURCHASER INDEMNIFIED PARTIES PURSUANT TO
SECTIONS 6.02(A), (D) AND (E) IN RESPECT OF THE LOSSES CONTEMPLATED THEREIN
UNLESS THE AGGREGATE AMOUNT OF ALL SUCH LOSSES INCURRED OR SUFFERED BY THE
PURCHASER INDEMNIFIED PARTIES EXCEEDS $3,500,000 (THE "DEDUCTIBLE"), AND THE
SELLER'S AGGREGATE LIABILITY IN RESPECT OF CLAIMS FOR INDEMNIFICATION PURSUANT
TO SECTIONS 6.02(A), (D) AND (E) WILL NOT EXCEED $50,000,000; PROVIDED, THAT THE
AMOUNT OF THE DEDUCTIBLE WILL BE DECREASED BY ANY LOSSES INCURRED BY PURCHASER
PURSUANT TO SECTIONS 7.02(B) AND 7.05(B) HERETO IN AN AMOUNT NOT TO EXCEED
$1,750,000; PROVIDED, FURTHER, THAT THE FOREGOING LIMITATIONS WILL NOT APPLY TO
(A) CLAIMS FOR INDEMNIFICATION PURSUANT TO SECTION 6.02(A) IN RESPECT OF
BREACHES OF, OR INACCURACIES IN, REPRESENTATIONS AND WARRANTIES SET FORTH IN
SECTIONS 4.01(A) (ORGANIZATION),
4.01(B) (AUTHORIZATION), 4.01(U) (TAXES) AND
9.16 (NO BROKERS) OR (B) CLAIMS BASED UPON FRAUD OR INTENTIONAL
MISREPRESENTATION.
CLAIMS FOR INDEMNIFICATION PURSUANT TO SECTIONS 6.02(B) AND
(C) ARE NOT SUBJECT TO THE MONETARY LIMITATIONS SET FORTH IN THIS
SECTION 6.07(A).
(B)
PURCHASER OBLIGATIONS.
THE PURCHASER WILL
HAVE NO OBLIGATION TO INDEMNIFY THE SELLER