(B)
IN VIEW OF THE DEDUCTIBLE, AND SOLELY FOR PURPOSES OF DETERMINING
THE AMOUNT OF ANY DAMAGES, THE REPRESENTATIONS AND WARRANTIES OF PURCHASER SET
FORTH IN THIS AGREEMENT (OR IN ANY INSTRUMENT, CERTIFICATE OR AFFIDAVIT
DELIVERED AT THE CLOSING WITH RESPECT THERETO) SHALL BE CONSIDERED WITHOUT
REGARD TO ANY QUALIFICATION BASED ON MATERIALITY OR "MATERIAL ADVERSE EFFECT"
SET FORTH THEREIN.
(C)
THE AMOUNT TO WHICH A PURCHASER-INDEMNIFIED PERSON MAY BECOME
ENTITLED UNDER THIS ARTICLE VIII SHALL BE NET OF ANY ACTUAL RECOVERY (WHETHER BY
WAY OF PAYMENT, DISCOUNT, CREDIT, OFF-SET, COUNTERCLAIM OR OTHERWISE) RECEIVED
FROM A THIRD PARTY (INCLUDING ANY INSURER) LESS ANY COST ASSOCIATED WITH
RECEIVING SUCH RECOVERY IN RESPECT OF A CLAIM.
TO THE EXTENT THAT INSURANCE,
"PASS-THROUGH" WARRANTY COVERAGE FROM A MANUFACTURER OR OTHER FORM OF RECOVERY
OR REIMBURSEMENT FROM A THIRD PARTY IS AVAILABLE TO ANY PURCHASER-INDEMNIFIED
PERSON TO COVER ANY ITEM FOR WHICH INDEMNIFICATION MAY BE SOUGHT HEREUNDER,
SELLERS SHALL, OR SHALL CAUSE EACH OTHER PURCHASER-INDEMNIFIED PERSON TO, ON A
TIMELY AND EXPEDITIOUS BASIS, USE COMMERCIALLY REASONABLE EFFORTS TO EFFECT
RECOVERY UNDER APPLICABLE INSURANCE POLICIES AND WARRANTIES, AND USE
COMMERCIALLY REASONABLE EFFORTS TO PURSUE TO CONCLUSION AVAILABLE REMEDIES OR
CAUSES OF ACTION TO RECOVER THE AMOUNT OF ITS CLAIM AS MAY BE AVAILABLE FROM
SUCH OTHER PARTY; PROVIDED THAT THE AVAILABILITY OF A POTENTIAL RECOVERY AGAINST
SUCH A THIRD PARTY SHALL NOT AFFECT ANY SELLER'S RIGHT TO MAKE A CLAIM FOR
INDEMNITY PURSUANT TO THIS SECTION 8.2.
TO THE EXTENT OF ANY INDEMNIFICATION
WITH RESPECT TO ANY CLAIM REFERRED TO IN THE PREVIOUS SENTENCE, SELLERS SHALL
ASSIGN, AND SELLERS SHALL CAUSE EACH OTHER PURCHASER-INDEMNIFIED PERSON TO
ASSIGN, TO PURCHASER, TO THE FULLEST EXTENT ALLOWABLE, ITS CLAIM AGAINST SUCH
INSURANCE, WARRANTY COVERAGE OR THIRD-PARTY CLAIM, OR IN THE EVENT ASSIGNMENT IS
NOT PERMISSIBLE, BUT SELLERS OR THE OTHER PURCHASER-INDEMNIFIED PERSON IN
QUESTION IS NONETHELESS PERMITTED TO PURSUE SUCH CLAIM ON PURCHASER'S BEHALF,
SELLERS SHALL PURSUE, OR SHALL CAUSE SUCH OTHER PURCHASER-INDEMNIFIED PERSON TO
PURSUE, SUCH CLAIM, AT PURCHASER'S DIRECTION AND EXPENSE AND WITHOUT ADDITIONAL
OUT-OF-POCKET EXPENSE TO ANY PURCHASER-INDEMNIFIED PERSON, WITH ANY RECOVERY
THEREON TO BE TRANSMITTED PROMPTLY TO PURCHASER UPON RECEIPT.
TO THE EXTENT
THAT INDEMNIFICATION HAS NOT BEEN PAID ON ACCOUNT OF ANY SUCH CLAIM, ANY
PURCHASER-INDEMNIFIED PERSON MAY PURSUE RECOVERY AGAINST SUCH INSURANCE WARRANTY
COVERAGE OR THIRD PARTY AND SHALL BE ENTITLED TO RETAIN ALL RECOVERIES MADE AS A
RESULT OF ANY SUCH ACTION.
IN ADDITION, THE AMOUNT TO WHICH THE
PURCHASER-INDEMNIFIED PERSONS MAY BECOME ENTITLED UNDER THIS ARTICLE VIII SHALL
BE NET OF ANY TAX BENEFITS THERETOFORE REALIZED BY SELLERS AND THEIR AFFILIATES
IN RESPECT OF DAMAGES TO BE INDEMNIFIED HEREUNDER, AND AS AND WHEN A SELLER OR
ANY OF ITS AFFILIATES REALIZES ANY TAX BENEFITS IN RESPECT OF DAMAGES
THERETOFORE INDEMNIFIED HEREUNDER, SELLERS SHALL PAY PURCHASER AN AMOUNT EQUAL
TO THE AMOUNT OF SUCH TAX BENEFIT SO REALIZED.
SELLERS SHALL FURNISH PURCHASER
WITH SUCH INFORMATION RESPECTING THE ASSETS, BUSINESS AND FINANCIAL RECORDS OF
SELLERS RELATING TO ANY SUCH CLAIMS AS PURCHASER