OF
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THE INDEMNIFIED PERSON, SUCH CONSENT NOT TO BE UNREASONABLY WITHHELD,
CONDITIONED OR DELAYED, SETTLE ANY CLAIM OR CONSENT TO THE ENTRY OF ANY JUDGMENT
WITH RESPECT THERETO THAT (I) DOES NOT RESULT IN A FINAL RESOLUTION OF THE
INDEMNIFIED PERSON'S LIABILITY WITH RESPECT TO THE CLAIM (INCLUDING, IN THE CASE
OF A SETTLEMENT, AN UNCONDITIONAL WRITTEN RELEASE OF THE INDEMNIFIED PERSON FROM
ALL LIABILITY IN RESPECT OF SUCH CLAIM) OR (II) MAY MATERIALLY AND ADVERSELY
AFFECT THE INDEMNIFIED PERSON (OTHER THAN AS A RESULT OF MONEY DAMAGES COVERED
BY THE INDEMNITY).
(E)
IF THE INDEMNIFYING PERSON DOES NOT AGREE TO INDEMNIFY THE
INDEMNIFIED PERSON WITHIN THE THIRTY (30) DAY PERIOD SPECIFIED IN
SECTION 11.2(C), FAILS TO GIVE NOTICE TO THE INDEMNIFIED PARTY WITHIN SUCH
THIRTY (30) DAY PERIOD REGARDING ITS ELECTION, OR IF THE INDEMNIFYING PARTY
AGREES TO INDEMNIFY, BUT FAILS TO DILIGENTLY DEFEND OR SETTLE THE CLAIM, THEN
THE INDEMNIFIED PERSON SHALL HAVE THE RIGHT TO DEFEND AGAINST THE CLAIM (AT THE
SOLE COST AND EXPENSE OF THE INDEMNIFYING PERSON, IF THE INDEMNIFIED PERSON IS
ENTITLED TO INDEMNIFICATION HEREUNDER), WITH COUNSEL OF THE INDEMNIFIED PERSON'S
CHOOSING; PROVIDED, HOWEVER, THAT THE INDEMNIFIED PARTY SHALL MAKE NO
SETTLEMENT, COMPROMISE, ADMISSION, OR ACKNOWLEDGMENT THAT WOULD GIVE RISE TO
LIABILITY ON THE PART OF ANY INDEMNIFYING PARTY WITHOUT THE PRIOR WRITTEN
CONSENT OF SUCH INDEMNIFYING PARTY, WHICH CONSENT SHALL NOT BE UNREASONABLY
WITHHELD, CONDITIONED OR DELAYED.
(F)
IN THE CASE OF A CLAIM FOR INDEMNIFICATION NOT BASED UPON A
CLAIM, THE INDEMNIFYING PERSON SHALL HAVE THIRTY (30) DAYS FROM ITS RECEIPT OF
THE CLAIM NOTICE TO (I) CURE THE DAMAGES COMPLAINED OF, (II) AGREE TO INDEMNIFY
THE INDEMNIFIED PERSON FOR SUCH DAMAGES, OR (III) DISPUTE THE CLAIM FOR SUCH
DAMAGES.
IF SUCH INDEMNIFYING PERSON DOES NOT RESPOND TO SUCH CLAIM NOTICE
WITHIN SUCH THIRTY (30) DAY PERIOD, SUCH PERSON WILL BE DEEMED TO DISPUTE THE
CLAIM FOR DAMAGES.
Section 11.3
Limitation on Actions.
(A)
THE REPRESENTATIONS AND WARRANTIES OF THE PARTIES IN ARTICLE 4,
ARTICLE 5 AND ARTICLE 6 AND THE COVENANTS AND AGREEMENTS OF THE PARTIES IN
ARTICLE 7, AND THE CORRESPONDING REPRESENTATIONS AND WARRANTIES GIVEN IN THE
CERTIFICATES DELIVERED AT THE CLOSING PURSUANT TO SECTION 9.2(B),
SECTION 9.2(C) OR SECTION 9.3(B), AS APPLICABLE, SHALL SURVIVE THE CLOSING FOR A
PERIOD OF ONE (1) YEAR, EXCEPT THAT, (I) WITH RESPECT TO ANY TAXABLE PERIOD, THE
REPRESENTATIONS, WARRANTIES, COVENANTS AND AGREEMENTS CONTAINED IN SECTION 4.7
AND SECTION 7.6 SHALL SURVIVE UNTIL THE APPLICABLE STATUTE OF LIMITATIONS CLOSES
SUCH TAXABLE PERIOD AND (II) THE PROVISIONS OF SECTION 4.4, SECTION 5.5 AND THE
LAST SENTENCE IN SECTION 7.4 SHALL SURVIVE THE CLOSING WITHOUT TIME LIMIT.
THE
REMAINDER OF THIS AGREEMENT SHALL SURVIVE THE CLOSING WITHOUT TIME LIMIT, EXCEPT
AS PROVIDED IN SECTION 11.3(B) BELOW.
REPRESENTATIONS, WARRANTIES, COVENANTS,
AND AGREEMENTS SHALL BE OF NO FURTHER FORCE AND EFFECT AFTER THE DATE OF THEIR
EXPIRATION (IF ANY), PROVIDED THAT THERE SHALL BE NO TERMINATION OF ANY BONA
FIDE CLAIM ASSERTED PURSUANT TO THIS AGREEMENT