SUCH SELLER
INDEMNITEE SHALL PROMPTLY REIMBURSE BUYER FOR ANY PAYMENT MADE OR EXPENSE
INCURRED BY BUYER IN CONNECTION WITH PROVIDING SUCH INDEMNIFICATION UP TO SUCH
AMOUNT RECEIVED BY THE SELLER INDEMNITEE, BUT NET OF ANY EXPENSES INCURRED BY
SUCH SELLER INDEMNITEE IN COLLECTING SUCH AMOUNT; AND
(III)
BUYER SHALL BE OBLIGATED TO INDEMNIFY THE
SELLER INDEMNITEES ONLY FOR THOSE CLAIMS WITH RESPECT TO A BREACH OF A
REPRESENTATION OR WARRANTY GIVING RISE TO SELLER DAMAGES AND TO WHICH THE SELLER
INDEMNITEES HAVE GIVEN BUYER WRITTEN NOTICE THEREOF PRIOR TO THE END OF ANY
APPLICABLE INDEMNITY PERIOD.
SECTION 7.4
THIRD PARTY INDEMNIFICATION
The obligations of any indemnifying party to indemnify any indemnified party
under this Article VII with respect to Buyer Damages or Seller Damages, as the
case may be, resulting from the assertion of liability by third parties (a
"Claim"), will be subject to the following terms and conditions:
(A)
ANY PARTY AGAINST WHOM ANY CLAIM IS
ASSERTED WILL GIVE THE PARTY REQUIRED TO PROVIDE INDEMNITY HEREUNDER WRITTEN
NOTICE OF, AND COPIES OF CORRESPONDENCE AND DOCUMENTATION RELATING TO, ANY SUCH
CLAIM PROMPTLY AFTER LEARNING OF SUCH CLAIM, AND THE INDEMNIFYING PARTY MAY AT
ITS OPTION UNDERTAKE THE DEFENSE THEREOF BY REPRESENTATIVES OF ITS OWN
CHOOSING.
NOTWITHSTANDING THE FOREGOING, TO THE EXTENT THAT ANY PARTY SEEKS
EQUITABLE RELIEF AGAINST BUYER WITH RESPECT TO ANY CLAIM, BUYER SHALL HAVE THE
OPTION TO UNDERTAKE
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THE DEFENSE THEREOF BY REPRESENTATIVES OF ITS OWN CHOOSING AND AT ITS OWN
EXPENSE, AND THE PARTIES SHALL AGREE UPON AN ARRANGEMENT TO PROTECT THE RIGHTS
OF BUYER, WITH RESPECT TO THE EQUITABLE RELIEF CLAIM, AND SELLER WITH RESPECT TO
THE REMAINING CLAIMS, PROVIDED THAT IF AFTER GOOD FAITH NEGOTIATIONS THE PARTIES
ARE UNABLE TO REACH SUCH AN ARRANGEMENT, BUYER MAY ELECT TO EITHER (I) TENDER
THE DEFENSE OF ALL CLAIMS BY SUCH THIRD PARTY TO SELLER, OR (II) ASSUME THE
DEFENSE OF ALL CLAIMS BY SUCH THIRD PARTY, IN WHICH CASE SELLER SHALL HAVE NO
FURTHER OBLIGATION WITH RESPECT TO THE CLAIM OR INDEMNITY THEREFORE.
FAILURE TO
GIVE PROMPT NOTICE OF, OR COPIES OF CORRESPONDENCE AND DOCUMENTATION RELATING
TO, A CLAIM HEREUNDER SHALL NOT AFFECT THE INDEMNIFYING PARTY'S OBLIGATIONS
UNDER THIS SECTION 7.4, EXCEPT TO THE EXTENT THAT THE INDEMNIFYING PARTY IS
MATERIALLY PREJUDICED BY SUCH FAILURE TO GIVE PROMPT NOTICE OR COPIES OF SUCH
CORRESPONDENCE AND DOCUMENTATION.
IF THE INDEMNIFYING PARTY, WITHIN THIRTY (30)
DAYS AFTER NOTICE OF ANY SUCH CLAIM, FAILS TO ASSUME THE DEFENSE OF SUCH CLAIM,
THE INDEMNIFIED PARTY AGAINST WHOM SUCH CLAIM HAS BEEN MADE WILL (UPON FURTHER
NOTICE TO THE INDEMNIFYING PARTY) HAVE THE RIGHT TO UNDERTAKE THE DEFENSE,
COMPROMISE OR SETTLEMENT OF SUCH CLAIM ON BEHALF OF AND FOR THE ACCOUNT AND
RISK, AND AT THE EXPENSE, OF THE INDEMNIFYING PARTY, SUBJECT TO THE RIGHT OF THE
INDEMNIFYING PARTY TO ASSUME THE DEFENSE OF SUCH CLAIM AT ANY TIME PRIOR TO
SETTLEMENT, COMPROMISE OR FINAL DETERMINATION THEREOF.
(B)
NOTWITHSTANDING ANYTHING IN THIS SECTION 7.4
TO THE CONTRARY, (I) THE