REGULATION (OTHER THAN WITH
RESPECT TO CLAIMS FOR FRAUD).
SUBJECT TO THE PROVISIONS OF THIS SECTION 6.3(F),
THE SOLE SOURCE TO SATISFY ANY AND ALL INDEMNIFICATION CLAIMS OF THE PURCHASER
PURSUANT TO ARTICLE VI SHALL BE THE ESCROW FUNDS, EXCEPT FOR THOSE CLAIMS
ARISING FROM A BREACH OF SECTIONS 3.1, 3.2(A), 3.3, 4.1, 4.2(A), 4.3 (OTHER THAN
4.3(C)), 4.8 OR 4.20 AND EXCEPT FOR CLAIMS UNDER SECTION 6.1(B)(III).
WITH
RESPECT TO CLAIMS ARISING FROM A BREACH OF SECTIONS 4.1, 4.2(A), 4.3 (OTHER THAN
4.3(C)), 4.8 OR 4.20, NO CLAIM MAY BE MADE DIRECTLY AGAINST ANY SELLER UNLESS
AND UNTIL THE ESCROW FUNDS ARE EXHAUSTED.
FOR ANY CLAIMS ARISING UNDER
SECTION 6.1(A), PURCHASER SHALL HAVE THE RIGHT TO (AND SHALL ONLY HAVE THE RIGHT
TO) MAKE A CLAIM AGAINST THE SELLER DIRECTLY (AND NOT THE ESCROW FUNDS OR ANY
OTHER SELLER).
IF ANY CLAIMS INVOLVING A BREACH OF COVENANTS ARE MADE AFTER
DISTRIBUTION OF THE ESCROW FUNDS (IN ACCORDANCE WITH AND SUBJECT TO SECTION 6.6
OF THIS AGREEMENT), THE PURCHASER SHALL HAVE THE RIGHT TO MAKE A CLAIM AGAINST
THE SELLERS DIRECTLY FOR SUCH MATTERS, BUT IN NO EVENT SHALL THE SELLERS, IN THE
AGGREGATE, BE LIABLE FOR ANY OR ALL OF SUCH CLAIMS FOR MORE THAN THE AMOUNT OF
ESCROW FUNDS SO DISTRIBUTED TO THE SELLERS.
NOTWITHSTANDING ANYTHING HEREIN TO
THE CONTRARY, NO SELLER IN ANY EVENT SHALL BE LIABLE, IN THE AGGREGATE, FOR MORE
THAN SUCH SELLER'S PRO RATA PORTION OF THE PURCHASE PRICE RECEIVED BY SUCH
SELLER.
(G)
THE INDEMNITIES HEREIN ARE INTENDED SOLELY FOR THE BENEFIT OF THE
PERSONS EXPRESSLY IDENTIFIED IN SECTION 5.8 AND 5.10 AND THIS ARTICLE VI (AND
THEIR PERMITTED SUCCESSORS AND ASSIGNS) AND ARE IN NO WAY INTENDED TO, NOR SHALL
THEY, CONSTITUTE AN AGREEMENT FOR THE BENEFIT OF, OR BE ENFORCEABLE BY, ANY
OTHER PERSON.
6.4
TERMINATION OF INDEMNIFICATION.
THE OBLIGATIONS TO INDEMNIFY AND
HOLD HARMLESS AN INDEMNIFIED PERSON PURSUANT TO SECTIONS 6.1 AND 6.2 SHALL
TERMINATE WHEN THE APPLICABLE REPRESENTATION, WARRANTY OR COVENANT TERMINATES
PURSUANT TO SECTION 6.6; PROVIDED, HOWEVER, THAT SUCH OBLIGATIONS TO INDEMNIFY
AND HOLD HARMLESS SHALL NOT TERMINATE WITH RESPECT TO ANY SPECIFIC MATTER AS TO
WHICH THE PERSON TO BE INDEMNIFIED SHALL HAVE, BEFORE THE EXPIRATION OF THE
APPLICABLE PERIOD, PREVIOUSLY MADE A CLAIM BY DELIVERING A WRITTEN NOTICE
THEREOF (STATING IN REASONABLE DETAIL THE BASIS OF SUCH CLAIM) (A "CLAIM
NOTICE") TO THE INDEMNIFYING PERSON.
6.5
PROCEDURES RELATING TO INDEMNIFICATION.
IN ORDER FOR AN
INDEMNIFIED PERSON TO BE ENTITLED TO ANY INDEMNIFICATION PROVIDED FOR UNDER THIS
AGREEMENT IN RESPECT OF, ARISING OUT OF OR INVOLVING A CLAIM OR DEMAND MADE BY
ANY PERSON AGAINST THE INDEMNIFIED PERSON (A "THIRD-PARTY CLAIM"), SUCH
INDEMNIFIED PERSON MUST PROVIDE THE INDEMNIFYING PERSON WITH A CLAIM NOTICE
REGARDING THE THIRD-PARTY CLAIM PROMPTLY AND IN ANY EVENT WITHIN TEN
(10) BUSINESS DAYS AFTER RECEIPT BY SUCH INDEMNIFIED PERSON OF WRITTEN NOTICE OF
THE THIRD-PARTY CLAIM; PROVIDED, HOWEVER, THAT FAILURE TO GIVE SUCH NOTIFICATION
SHALL NOT AFFECT THE INDEMNIFICATION PROVIDED HEREUNDER EXCEPT