CLOSING DATE BY AN EMPLOYEE OF COMPANY.
13.4
REMEDIES EXCLUSIVE.
IF THE CLOSING OCCURS, THE
REMEDIES PROVIDED FOR IN THIS ARTICLE 13 SHALL BE THE EXCLUSIVE REMEDIES
AVAILABLE TO A PARTY ARISING OUT OF AN ALLEGED BREACH OF A REPRESENTATION,
WARRANTY, COVENANT OR AGREEMENT MADE IN THIS AGREEMENT; PROVIDED, HOWEVER, THAT
ANY INDEMNIFICATION MATTERS RELATING TO TAXES, INCLUDING ANY INDEMNIFICATION
MATTERS RELATING TO ANY BREACH OF ANY REPRESENTATION OR WARRANTY CONTAINED IN
SECTION 5.19 (TAX MATTERS), SHALL INSTEAD BE GOVERNED EXCLUSIVELY BY
SECTION 11.3 AND BY SUCH SPECIFIC PORTIONS OF THIS ARTICLE 13 AS ARE
INCORPORATED BY SECTION 11.3(L).
NEITHER PARTY WILL BE LIABLE FOR SPECIAL,
INCIDENTAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY OR SIMILAR DAMAGES ARISING FROM A
BREACH OF THIS AGREEMENT, EXCEPT TO THE EXTENT, AND SUBJECT TO THE LIMITATIONS
ON INDEMNIFICATION SET FORTH IN THIS ARTICLE 13, SUCH PARTY ACTUALLY PAID TO A
THIRD PARTY ANY SUCH DAMAGES IN RESPECT OF A MATTER FOR WHICH SUCH PARTY IS
ENTITLED TO INDEMNIFICATION UNDER SECTION 13.2(A) OR 13.2(D), AS THE CASE MAY
BE.
13.5
RECOVERIES.
IF AN INDEMNIFIED PARTY SUBSEQUENTLY
RECEIVES PAYMENT (INCLUDING PROCEEDS OF INSURANCE, THIRD PARTY INDEMNIFICATION,
PAYMENTS ON ACCOUNTS RECEIVABLE AND TAX BENEFITS) WITH RESPECT TO A MATTER FOR
WHICH IT HAS BEEN FULLY INDEMNIFIED BY THE INDEMNIFYING PARTY, THE INDEMNIFIED
PARTY SHALL PROMPTLY PAY THE AMOUNT OF SUCH PAYMENT, UP TO THE INDEMNIFICATION
RECEIVED, TO THE INDEMNIFYING PARTY.
SUCH INDEMNIFIED PARTY SHALL BE OBLIGATED
TO USE COMMERCIALLY REASONABLE EFFORTS TO SEEK ANY SUCH PAYMENTS TO WHICH IT MAY
BE ENTITLED.
56
13.6
CHARACTERIZATION.
ANY AMOUNTS PAID BY AN
INDEMNIFYING PARTY TO AN INDEMNIFIED PARTY PURSUANT TO THIS ARTICLE 13 OR
SECTION 11.3 SHALL BE TREATED FOR ALL TAX PURPOSES AS ADJUSTMENTS TO THE
PURCHASE PRICE.
ARTICLE 14
MISCELLANEOUS
14.1
EXPENSES.
EXCEPT AS OTHERWISE EXPRESSLY PROVIDED
HEREIN, EACH PARTY SHALL BEAR ITS OWN EXPENSES IN CONNECTION WITH THE
NEGOTIATION, PREPARATION AND EXECUTION OF THIS AGREEMENT AND THE CONSUMMATION OF
THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.
14.2
BINDING EFFECT.
THIS AGREEMENT SHALL BECOME BINDING
AND EFFECTIVE WHEN EXECUTED BY BUYER AND BY SELLER.
THIS AGREEMENT SHALL NOT BE
ASSIGNABLE BY EITHER BUYER OR SELLER WITHOUT THE PRIOR WRITTEN CONSENT OF THE
OTHER, EXCEPT THAT WITHOUT RELIEVING A PARTY OF ANY OF ITS OBLIGATIONS UNDER
THIS AGREEMENT, EITHER PARTY MAY ASSIGN THIS AGREEMENT TO ANY OF ITS
WHOLLY-OWNED SUBSIDIARIES.
SUBJECT TO THE FOREGOING, THIS AGREEMENT SHALL BE
BINDING UPON, INURE TO THE BENEFIT OF, AND BE ENFORCEABLE BY, THE RESPECTIVE
SUCCESSORS, LEGAL REPRESENTATIVES AND PERMITTED ASSIGNS OF THE PARTIES HERETO.
THIS AGREEMENT CONSTITUTES AN AGREEMENT AMONG THE PARTIES HERETO AND NONE OF THE
AGREEMENTS, COVENANTS, REPRESENTATIONS OR WARRANTIES CONTAINED HEREIN SHALL BE
FOR THE BENEFIT OF, OR CREATE ANY THIRD PARTY BENEFICIARY RIGHTS IN, ANY PERSON
NOT A PARTY TO THIS AGREEMENT (OTHER THAN THE SELLER PARTIES AND THE BUYER
PARTIES TO THE EXTENT EXPRESSLY PROVIDED IN ARTICLE 13).
14.3
ENTIRE AGREEMENT; AMENDMENTS.
THIS AGREEMENT
(INCLUDING THE SCHEDULES AND EXHIBITS ATTACHED HERETO) AND THE CONFIDENTIALITY
AGREEMENT CONTAIN THE ENTIRE UNDERSTANDING