IT SHALL PROMPTLY EXECUTE AND DELIVER ALL INSTRUMENTS
AND DOCUMENTS AND TAKE ALL ACTIONS AS MAY BE NECESSARY OR AS PURCHASER MAY
REASONABLY REQUEST IN ORDER TO PERFECT OR PROTECT THE INTEREST OF PURCHASER IN
THE PURCHASED ASSETS OR TO ENABLE PURCHASER TO EXERCISE OR ENFORCE ANY OF ITS
RIGHTS HEREUNDER.
(G)
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN
THIS SECTION 13, THE PARTIES HERETO ACKNOWLEDGE THAT THE SELLERS SHALL SERVICE
THE PURCHASED ASSETS FOR PURCHASER AS FURTHER SET FORTH IN THE MSA.
THE TERMS
OF THE MSA SHALL GOVERN TO THE EXTENT THERE IS ANY CONFLICT BETWEEN THE TERMS OF
THIS SECTION 13 AND THE TERMS OF THE MSA.
14.
INDEMNIFICATION.
WITHOUT LIMITING ANY OTHER
RIGHTS THAT ANY SUCH PERSON MAY HAVE HEREUNDER OR UNDER APPLICABLE LAW, THE
SELLERS HEREBY INDEMNIFY AND HOLD HARMLESS PURCHASER AND ITS SUCCESSORS,
TRANSFEREES AND ASSIGNS AND ALL OFFICERS, DIRECTORS, SHAREHOLDERS, CONTROLLING
PERSONS, EMPLOYEES AND AGENTS OF ANY OF THE FOREGOING (EACH, AN "INDEMNIFIED
PARTY"), FORTHWITH ON DEMAND, FROM AND AGAINST ANY AND ALL DAMAGES, LOSSES,
CLAIMS, LIABILITIES AND RELATED COSTS AND EXPENSES, INCLUDING REASONABLE
ATTORNEYS' FEES AND DISBURSEMENTS (COLLECTIVELY, THE "INDEMNIFIED AMOUNTS"),
ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE OTHER TRANSACTION DOCUMENTS OR
THE OWNERSHIP OF ANY PURCHASED ASSET, EXCLUDING, HOWEVER, (X) INDEMNIFIED
AMOUNTS TO THE EXTENT RESULTING FROM GROSS NEGLIGENCE OR WILLFUL MISCONDUCT ON
THE PART OF SUCH INDEMNIFIED PARTY (IT BEING THE INTENT OF THE SELLERS TO
INDEMNIFY THE INDEMNIFIED PARTIES FOR THEIR NEGLIGENCE) AND (Y) THE ACCOUNT
DEBTOR'S FAILURE TO PAY WHEN DUE THE UNPAID BALANCE OF ANY PURCHASED ACCOUNT AS
A RESULT OF THE FINANCIAL INABILITY OF SUCH ACCOUNT DEBTOR TO PAY OR THE
INSOLVENCY THEREOF (EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED IN THIS AGREEMENT
INCLUDING, WITHOUT LIMITATION, SECTIONS 8 AND 9 HEREOF).
WITHOUT LIMITING THE
FOREGOING, THE SELLERS HEREBY INDEMNIFY AND HOLD HARMLESS EACH INDEMNIFIED PARTY
FOR INDEMNIFIED AMOUNTS ARISING OUT OF OR RELATING TO:
(A)
THE BREACH OF ANY REPRESENTATION OR
WARRANTY MADE BY ANY SELLER PURSUANT TO OR IN CONNECTION WITH THIS AGREEMENT OR
ANY OTHER TRANSACTION DOCUMENT;
(B)
ANY FAILURE OF ANY SELLER TO PERFORM ANY OF
ITS DUTIES OR OBLIGATIONS HEREUNDER; OR THE NONCONFORMITY OF ANY PURCHASED
ACCOUNT OR THE RELATED CONTRACT OR UNDERLYING OBLIGATIONS WITH ANY APPLICABLE
LAW, RULE OR REGULATION;
26
(C)
ANY CLAIM RESULTING FROM THE SALE OF THE
EQUIPMENT OR SERVICES RELATED TO ANY PURCHASED ACCOUNT OR THE FURNISHING OF OR
FAILURE TO FURNISH SUCH EQUIPMENT OR SERVICES; OR ANY PRODUCTS LIABILITY CLAIM
ARISING OUT OF OR IN CONNECTION WITH EQUIPMENT OR SERVICES THAT ARE THE SUBJECT
OF ANY PURCHASED ACCOUNT;
(D)
ANY TAX, INCLUDING SALES TAX (BUT EXCLUDING
INCOME TAX OF PURCHASER), OR GOVERNMENTAL FEE OR CHARGE, ALL INTEREST AND
PENALTIES THEREON OR WITH RESPECT THERETO, AND ALL OUT-OF-POCKET COSTS AND
EXPENSES, INCLUDING THE FEES AND EXPENSES OF COUNSEL IN DEFENDING AGAINST THE
SAME, WHICH MAY ARISE BY REASON OF THE PURCHASE OR OWNERSHIP OF ANY PURCHASED
ACCOUNT, INCLUDING ANY ADDITIONAL TAXES, PENALTIES OR ANY OTHER AMOUNTS PAYABLE