MAY, FROM TIME TO TIME,
REASONABLY REQUEST AND AT THE SOLE COST AND EXPENSE OF PURCHASER.
(D)
EACH PURCHASER-INDEMNIFIED PERSON SHALL BE RESPONSIBLE FOR TAKING OR
CAUSING TO BE TAKEN REASONABLE STEPS TO MITIGATE ITS DAMAGES UPON AND AFTER
BECOMING AWARE OF ANY EVENT THAT
44
could reasonably be expected to give rise to Damages that may be indemnifiable
under this Article VIII.
SECTION 8.3.
Notice of Claim.
(A)
AS USED HEREIN, THE TERM "CLAIM" MEANS A CLAIM FOR INDEMNIFICATION
BY ANY SELLER-INDEMNIFIED PERSON OR ANY PURCHASER-INDEMNIFIED PERSON, AS THE
CASE MAY BE, FOR DAMAGES UNDER THIS ARTICLE VIII (SUCH PERSON MAKING A CLAIM, AN
"INDEMNITEE").
AN INDEMNITEE SHALL GIVE NOTICE OF A CLAIM UNDER THIS AGREEMENT,
WHETHER FOR ITS OWN DAMAGES OR FOR DAMAGES INCURRED BY ANY OTHER
SELLER-INDEMNIFIED PERSON OR PURCHASER-INDEMNIFIED PERSON, AS APPLICABLE,
PURSUANT TO WRITTEN NOTICE OF SUCH CLAIM EXECUTED BY AN OFFICER OF PURCHASER OR
PARENT, AS APPLICABLE (A "NOTICE OF CLAIM"), AND DELIVERED TO PARENT OR
PURCHASER, AS APPLICABLE (SUCH RECEIVING PARTY, THE "INDEMNITOR"), PROMPTLY
AFTER SUCH INDEMNITEE BECOMES AWARE OF THE EXISTENCE OF ANY POTENTIAL CLAIM BY
SUCH INDEMNITEE FOR INDEMNIFICATION UNDER THIS ARTICLE VIII (BUT IN ANY EVENT
NOT LATER THAN THE SURVIVAL DATE, IN THE CASE OF A CLAIM RELATING TO A
LIMITED-LIABILITY ITEM) ARISING OUT OF OR RESULTING FROM:
(I) ANY ITEM SUBJECT
TO INDEMNIFICATION PURSUANT TO THE TERMS OF SECTION 8.1 OR SECTION 8.2; OR
(II) THE ASSERTION, WHETHER ORALLY OR IN WRITING, AGAINST ANY INDEMNITEE OF A
CLAIM, DEMAND, SUIT, ACTION, ARBITRATION, INVESTIGATION, INQUIRY OR PROCEEDING
BROUGHT BY A THIRD PARTY AGAINST ANY INDEMNITEE (IN EACH SUCH CASE, A
"THIRD-PARTY CLAIM") THAT ARISES OUT OF OR RESULTS FROM ANY ITEM SUBJECT TO
INDEMNIFICATION PURSUANT TO THE TERMS OF SECTION 8.1 OR SECTION 8.2; PROVIDED
THAT NO FAILURE OR DELAY IN THE GIVING OF SUCH NOTICE (SO LONG AS SUCH NOTICE IS
GIVEN NOT LATER THAN THE SURVIVAL DATE, IN THE CASE OF A CLAIM RELATING TO A
LIMITED-LIABILITY ITEM) SHALL ADVERSELY AFFECT THE INDEMNITEE'S RIGHTS WITH
RESPECT TO SUCH CLAIM, UNLESS (AND THEN ONLY TO THE EXTENT THAT) THE INDEMNITOR
IS MATERIALLY PREJUDICED BY SUCH FAILURE OR DELAY.
(B)
EACH NOTICE OF CLAIM BY AN INDEMNITEE SHALL CONTAIN THE FOLLOWING
INFORMATION:
(I)
THAT INDEMNITEE HAS INCURRED OR PAID OR,
IN GOOD FAITH, BELIEVES IT SHALL HAVE TO INCUR OR PAY, DAMAGES IN AN AGGREGATE
STATED AMOUNT (WHERE PRACTICABLE) ARISING FROM SUCH CLAIM (WHICH AMOUNT MAY BE
THE AMOUNT OF DAMAGES CLAIMED BY A THIRD PARTY IN AN ACTION BROUGHT AGAINST ANY
INDEMNITEE BASED ON ALLEGED FACTS, THAT IF TRUE, WOULD GIVE RISE TO LIABILITY
FOR DAMAGES TO SUCH INDEMNITEE UNDER THIS ARTICLE VIII); AND
(II)
A BRIEF DESCRIPTION, IN REASONABLE DETAIL
(TO THE EXTENT REASONABLY AVAILABLE TO INDEMNITEE), OF THE FACTS, CIRCUMSTANCES
OR EVENTS GIVING RISE TO THE ALLEGED DAMAGES BASED ON INDEMNITEE'S GOOD FAITH
BELIEF THEREOF, INCLUDING THE IDENTITY AND ADDRESS OF ANY THIRD-PARTY CLAIMANT
(TO THE EXTENT REASONABLY AVAILABLE TO INDEMNITEE).
FOLLOWING DELIVERY OF THE