THE OBLIGATIONS UNDER THIS SECTION 5.1 SHALL SURVIVE THE TERMINATION OR
EXPIRATION OF THIS AGREEMENT.
5.2
INDEMNIFICATION BY MFFB.
EXCEPT AS PROVIDED IN SECTION 5.3, MFFB
SHALL INDEMNIFY AND HOLD PURCHASER, EACH OF ITS AFFILIATES, AND THE RESPECTIVE
OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUB-AGENTS AND CONTRACTORS OF EACH (EACH
A "PURCHASER INDEMNITEE"), HARMLESS AGAINST ANY LOSSES, DAMAGES, COSTS,
LIABILITIES OR EXPENSES (INCLUDING, WITHOUT LIMITATION, REASONABLE COUNSEL FEES
AND EXPENSES) ARISING IN CONNECTION WITH ANY CLAIM TO THE EXTENT RESULTING FROM
(I) THE BREACH OF A REPRESENTATION OR WARRANTY OF MFFB AS SET FORTH IN SECTION
2.1, OR (II) THE BREACH OF A COVENANT OF MFFB AS SET FORTH IN SECTION 3.1, OR
(III) THE GROSS NEGLIGENCE OF MFFB, ITS AFFILIATES, EMPLOYEES OR CONTRACTORS IN
THE PERFORMANCE OF SERVICES HEREUNDER.
IN THE EVENT OF ANY DEMAND FOR ANY
INDEMNIFICATION UNDER THIS SECTION 5.2, MFFB SHALL HAVE THE RIGHT, IN ITS SOLE
DISCRETION AND AT ITS SOLE COST AND EXPENSE, TO UNDERTAKE AND DIRECT THE DEFENSE
OF THE AFFECTED PURCHASER INDEMNITEE WITH RESPECT TO SUCH MATTERS.
IN THE EVENT
PURCHASER OR ONE OF ITS AFFILIATES IS SERVED OR PRESENTED WITH A CLAIM,
PURCHASER OR SUCH AFFILIATE, AS APPLICABLE, SHALL PROVIDE MFFB WITH PROMPT
WRITTEN NOTICE THEREOF, PROVIDED THAT PURCHASER'S OR ITS AFFILIATES, AS THE CASE
MAY BE, FAILURE OR DELAY IN PROVIDING SUCH NOTICE SHALL NOT AFFECT MFFB'S
INDEMNITY OBLIGATION HEREUNDER EXCEPT TO THE EXTENT MFFB'S ABILITY TO DEFEND OR
SETTLE A CLAIM IS MATERIALLY IMPAIRED THEREBY.
THE OBLIGATIONS UNDER THIS
SECTION 5.2 SHALL SURVIVE THE TERMINATION OR EXPIRATION OF THIS AGREEMENT.
4
5.3
CONSEQUENTIAL DAMAGES.
NOTWITHSTANDING ANYTHING IN THIS AGREEMENT
TO THE CONTRARY, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY IN CONTRACT,
TORT, STRICT LIABILITY, WARRANTY OR OTHERWISE, FOR ANY SPECIAL, INCIDENTAL,
PUNITIVE, INDIRECT OR CONSEQUENTIAL DAMAGES.
ARTICLE VI
GENERAL PROVISIONS
6.1
FORCE MAJEURE.
IN THE EVENT OF AN ACT OF GOD, ORDER OR RESTRAINT
OF A GOVERNMENT AUTHORITY, WAR (DECLARED OR UNDECLARED) OR WARLIKE CONDITIONS,
ACT OF TERRORISM, BLOCKADE, REVOLUTION, STRIKE, LOCKOUT, CIVIL COMMOTION, FIRE,
FLOOD, STORM, EPIDEMIC OR ANY OTHER OCCURRENCE BEYOND A PARTY'S REASONABLE
CONTROL, SUCH PARTY SHALL PROMPTLY NOTIFY THE OTHER PARTY THEREOF AND, SO LONG
AS SUCH CONDITION SHALL PERSIST, SUCH PARTY SHALL NOT BE LIABLE FOR THE DELAY IN
PERFORMANCE OF, OR THE FAILURE TO PERFORM, ITS OBLIGATIONS (OTHER THAN
OBLIGATIONS FOR PAYMENT OF AMOUNTS DUE HEREUNDER) UNDER THIS AGREEMENT CAUSED
DIRECTLY OR INDIRECTLY THEREBY.
6.2
SELLERS AS INDEPENDENT CONTRACTORS.
THE PARTIES AGREE THAT MFFB
SHALL PERFORM THE SERVICES HEREUNDER IN THE CAPACITY OF AN INDEPENDENT
CONTRACTOR.
NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED TO MEAN OR IMPLY THAT
MFFB IS A PARTNER, JOINT VENTURER, AGENT OR REPRESENTATIVE OF, OR OTHERWISE
ASSOCIATED WITH, PURCHASER OR ITS AFFILIATES.
NEITHER PURCHASER NOR MFFB SHALL
REPRESENT TO OTHERS, NOR SHALL EITHER TAKE ANY ACTION FROM WHICH OTHERS COULD
REASONABLY INFER, THAT ONE PARTY IS A PARTNER, JOINT VENTURER, AGENT OR
REPRESENTATIVE OF, OR OTHERWISE ASSOCIATED WITH, THE OTHER PARTY.
6.3
NOTICES.
ALL NOTICES AND REQUESTS IN