RESPECT TO THE MATTER OUT
OF WHICH SUCH LIABILITY AROSE.
THE AMOUNT OF ANY LIABILITY OF BUYER UNDER
SECTION 6.02(B) SHALL BE COMPUTED NET OF ANY TAX BENEFIT TO SELLER INDEMNIFIED
PARTIES ACTUALLY RECEIVED BY SELLER INDEMNIFIED PARTIES, NET OF ANY INSURANCE
PROCEEDS ACTUALLY RECEIVED BY SELLER INDEMNIFIED PARTIES, AND NET OF ANY
INDEMNITY, CONTRIBUTION, OR OTHER SIMILAR PAYMENT ACTUALLY RECEIVED BY ANY
SELLER INDEMNIFIED PARTY WITH RESPECT TO THE MATTER OUT OF WHICH SUCH LIABILITY
AROSE.
(G)
NO SPECIAL DAMAGES.
NOTWITHSTANDING
ANYTHING TO THE CONTRARY CONTAINED HEREIN, NO INDEMNIFYING PARTY SHALL BE LIABLE
OR RESPONSIBLE TO ANY INDEMNIFIED PARTY FOR SPECIAL, PUNITIVE, INCIDENTAL,
CONSEQUENTIAL, OR MULTIPLIED DAMAGES OR FOR LOST PROFITS, EXCEPT AS REDUCING THE
VALUE OF THE BUSINESS OR THE TRANSFERRED ASSETS AND EXCEPT AS REQUIRED TO BE
PAID TO A THIRD-PARTY CLAIMANT.
SECTION 6.05.
TAX TREATMENT OF INDEMNIFICATION.
FOR ALL TAX PURPOSES,
THE PARTIES HERETO AGREE TO TREAT (AND SHALL CAUSE EACH OF THEIR RESPECTIVE
AFFILIATES TO TREAT) ANY INDEMNITY PAYMENT UNDER THIS AGREEMENT AS AN ADJUSTMENT
TO THE PURCHASE PRICE, EXCEPT AS OTHERWISE REQUIRED BY APPLICABLE LAW.
SECTION 6.06.
ESCROW AMOUNT.
THE OBLIGATION OF SELLER UNDER
SECTION 6.02(A) SHALL BE SATISFIED FIRST FROM THE ESCROW AMOUNT AND, IF THE
ESCROW AMOUNT IS INADEQUATE TO PROVIDE INDEMNIFICATION TO BUYER AS PROVIDED IN
SECTION 6.02(A), FROM SELLER, SUBJECT TO THE LIMITATIONS SET FORTH IN
SECTION 6.04(A), (B), (F) AND (G).
SECTION 6.07.
EXCLUSIVE REMEDY.
THE RIGHT TO RECEIVE INDEMNIFICATION
PURSUANT TO THIS ARTICLE VI SHALL BE THE SOLE AND EXCLUSIVE REMEDY OF ANY
INDEMNIFIED PARTY WITH RESPECT TO LIABILITY OF SELLER AND BUYER FOR A BREACH OR
INACCURACY OF A REPRESENTATION OR WARRANTY OR THE
24
BREACH OF ANY COVENANT IN THIS AGREEMENT, THE BILL OF SALE, ASSIGNMENT AND
ASSUMPTION AGREEMENTS, THE TRADEMARK LICENSE AGREEMENT, THE ESCROW AGREEMENT,
AND ANY CERTIFICATE FURNISHED HEREUNDER, OR CONDUCT OTHERWISE RELATING TO THE
NEGOTIATION AND COMPLETION OF THE TRANSACTIONS CONTEMPLATED IN THIS AGREEMENT;
PROVIDED, HOWEVER, THAT NOTHING HEREIN SHALL PRECLUDE A PARTY FROM SEEKING
SPECIFIC PERFORMANCE OR INJUNCTIVE RELIEF OR BRINGING AN ACTION FOR FRAUD OR
INTENTIONAL MISREPRESENTATION.
ARTICLE VII
GENERAL PROVISIONS
SECTION 7.01.
PUBLICITY.
NO PUBLICITY RELEASE OR ANNOUNCEMENT CONCERNING
THIS AGREEMENT, THE ANCILLARY AGREEMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY
AND THEREBY SHALL BE ISSUED WITHOUT ADVANCE APPROVAL OF THE FORM AND SUBSTANCE
THEREOF BY SELLER AND BUYER, EXCEPT AS MANY OTHERWISE BE REQUIRED BY APPLICABLE
LAW (IN WHICH CASE THE PARTY MAKING SUCH RELEASE OR ANNOUNCEMENT WILL PROVIDE
CONCURRENT OR, IF PRACTICABLE, PRIOR NOTICE TO THE OTHER PARTIES HERETO).
NEITHER PARTY SHALL TAKE ANY ACTION WHICH IS INTENDED, OR COULD REASONABLY BE
EXPECTED, TO HARM, DISPARAGE, DEFAME, SLANDER, OR LEAD TO UNWANTED OR
UNFAVORABLE PUBLICITY FOR THE OTHER PARTY WITH RESPECT TO THE BUSINESS OR THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, OR OTHERWISE TAKE ANY ACTION WHICH
MIGHT DETRIMENTALLY AFFECT THE REPUTATION, IMAGE, RELATIONSHIPS OR PUBLIC VIEW
OF THE OTHER PARTY WITH RESPECT TO THE BUSINESS OR THE TRANSACTIONS CONTEMPLATED
BY THIS AGREEMENT.
SECTION 7.02.
SPECIFIC PERFORMANCE.
THE PARTIES