FOR ITSELF
AND ALSO ON BEHALF OF EACH OF ITS AFFILIATES AND ANY SUCCESSOR OR PERMITTED
ASSIGN OF ANY OF THE FOREGOING.
AS USED HEREIN, "AFFILIATE" MEANS, WITH RESPECT
TO ANY SPECIFIED ENTITY ANY OTHER ENTITY THAT DIRECTLY OR INDIRECTLY, THROUGH
ONE OR MORE INTERMEDIARIES, CONTROLS, IS CONTROLLED BY, OR IS UNDER COMMON
CONTROL WITH SUCH SPECIFIED ENTITY.
ARTICLE IX
INDEMNIFICATION
9.1
OBLIGATION OF PURCHASER TO INDEMNIFY.
IF
THE CLOSING OCCURS, PURCHASER AGREES TO INDEMNIFY, DEFEND AND HOLD HARMLESS EACH
SELLER AND ITS RESPECTIVE AFFILIATES FROM AND AGAINST ALL
55
costs, damages, liabilities and expenses (including, without limitation,
reasonable attorneys' fees and disbursements but excluding consequential and
other indirect damages) imposed upon, incurred by (whether by way of judgment,
award, decree, settlement payment or otherwise) or suffered by any of them by
reason of any breach or inaccuracy of any representation or warranty of
Purchaser contained in Section 8.1, as such representation or warranty may have
been modified or deemed modified by Section 8.3(d).
Each Seller acknowledges
that the indemnification provisions in this Section 9.1 are the sole and
exclusive remedies available to them with respect to any and all claims for
indemnification arising pursuant to this Section 9.1.
9.2
OBLIGATION OF SELLER TO INDEMNIFY.
IF THE
CLOSING OCCURS, SELLERS AGREE TO JOINTLY AND SEVERALLY INDEMNIFY, DEFEND AND
HOLD HARMLESS PURCHASER FROM AND AGAINST ALL COSTS, LIABILITIES, DAMAGES AND
EXPENSES (INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS' FEES AND
DISBURSEMENTS BUT EXCLUDING CONSEQUENTIAL AND OTHER INDIRECT DAMAGES) IMPOSED
UPON, INCURRED BY (WHETHER BY WAY OF JUDGMENT, AWARD, DECREE, SETTLEMENT PAYMENT
OR OTHERWISE) OR SUFFERED BY PURCHASER BY REASON OF ANY BREACH OR INACCURACY OF
ANY REPRESENTATION OR WARRANTY OF SELLER CONTAINED IN SECTION 8.2, AS SUCH
REPRESENTATION OR WARRANTY MAY HAVE BEEN MODIFIED OR DEEMED MODIFIED BY
SECTION 8.3(B) OR IN ANY CERTIFICATE DELIVERED BY SELLER PURSUANT TO
SECTION 6.2(D) OR 7.1(G).
PURCHASER ACKNOWLEDGES THAT THE INDEMNIFICATION AND
OTHER PROVISIONS IN THIS SECTION 9.2 ARE THE SOLE AND EXCLUSIVE REMEDIES
AVAILABLE TO PURCHASER WITH RESPECT TO ANY AND ALL CLAIMS FOR INDEMNIFICATION
ARISING PURSUANT TO THIS SECTION 9.2.
9.3
LIMITATIONS ON RECOVERY.
NOTWITHSTANDING
ANYTHING TO THE CONTRARY IN THIS ARTICLE IX, IT IS EXPRESSLY UNDERSTOOD AND
AGREED BY THE PARTIES THAT PURCHASER SHALL NOT BE ENTITLED TO ANY CLAIM FOR
(I) SELLER'S BREACH OF ANY REPRESENTATION OR WARRANTY OR (II) INDEMNIFICATION
PURSUANT TO SECTION 9.2 OR UNDER ANY OTHER INDEMNIFICATION PROVISIONS CONTAINED
IN THIS AGREEMENT, THE INTEREST ASSIGNMENT OR ANY OTHER INSTRUMENT OR AGREEMENT
BEING ENTERED INTO CONCURRENTLY HEREWITH OR DELIVERED AT CLOSING (OTHER THAN THE
JV AGREEMENT, STONERIDGE LLC AGREEMENT OR THE RICHMOND LLC AGREEMENT) (THIS
AGREEMENT AND SUCH OTHER AGREEMENTS AND INSTRUMENTS, COLLECTIVELY, THE
"TRANSACTION DOCUMENTS"), (X) WITH RESPECT TO A CLAIM UNDER SECTION 9.2, IF THE
BREACH OR INACCURACY OF REPRESENTATION OR WARRANTY IN QUESTION RESULTS FROM OR
IS BASED ON A CONDITION, STATE OF FACTS OR OTHER MATTER THAT WAS ACTUALLY KNOWN
TO PURCHASER PRIOR TO THE CLOSING, SUBJECT TO SECTION 8.3, (Y) UNLESS THE
AGGREGATE AMOUNT