effect, except that the
representations and warranties in Sections 5.1, 5.2, 5.5, 7.1 and 7.2 shall
survive without limitation as to time, and except covenants contained in Article
10
20
and Article 11 shall continue to be fully effective and enforceable following
the Closing Date for the duration set forth therein, and that the
representations, warranties and covenants contained in Section 10.7, shall
survive until the later of the final resolution of any judicial or
administrative proceeding involving any such Tax or expiration of any statute of
limitations (including any statute of suspensions, tollings or extensions
thereof). Any agreements entered into in connection with this Agreement shall be
subject to the survival limitations set forth therein.
12.2
Obligations of Sellers and Parent.
(A)
SELLERS AND PARENT AGREE TO JOINTLY AND
SEVERALLY INDEMNIFY AND HOLD HARMLESS BUYERS, INCLUDING THEIR DIRECTORS,
OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, REPRESENTATIVES AND ASSIGNS ("BUYER
INDEMNIFIED PARTIES"), FROM AND AGAINST ANY AND ALL LOSSES OF A BUYER
INDEMNIFIED PARTY, DIRECTLY OR INDIRECTLY, AS A RESULT OF, IN CONNECTION WITH,
OR BASED UPON OR ARISING FROM ANY OF THE FOLLOWING: (A) ANY BREACH OR NON
PERFORMANCE OF ANY OF THE REPRESENTATIONS, WARRANTIES, COVENANTS OR AGREEMENTS
MADE BY A SELLER IN OR PURSUANT TO THIS AGREEMENT OR ANY OTHER AGREEMENT ENTERED
INTO BY THE PARTIES IN CONNECTION WITH THIS AGREEMENT, SUBJECT TO THE APPLICABLE
EXPIRATION PERIOD SET FORTH IN SECTION 12.1; (B) THE FAILURE OF A SELLER TO
PERFORM FULLY ANY COVENANT, PROVISION OR AGREEMENT TO BE PERFORMED OR OBSERVED
BY IT PURSUANT TO THIS AGREEMENT OR ANY OTHER AGREEMENT ENTERED INTO BY THE
PARTIES IN CONNECTION WITH THIS AGREEMENT; OR (C) ANY THIRD PARTY OR OTHER
CLAIMS RELATING TO THE BUSINESS OR THE PURCHASED ASSETS OR REGARDING THE CONDUCT
OF THE BUSINESS ARISING PRIOR TO THE EFFECTIVE TIME INCLUDING, WITHOUT
LIMITATION, ANY CLAIMS MADE BY A GOVERNMENT PAYMENT PROGRAM ARISING FROM CONDUCT
OR CLAIMS FILED PRIOR TO THE EFFECTIVE TIME. SELLER AGREES TO REIMBURSE THE
BUYER INDEMNIFIED PARTY PROMPTLY UPON DEMAND FOR ANY UNREIMBURSED PAYMENT MADE
OR LOSS SUFFERED BY SUCH BUYER INDEMNIFIED PARTY AT ANY TIME AFTER THE CLOSING
DATE IN RESPECT OF ANY LOSS TO WHICH THE FOREGOING INDEMNITY RELATES.
(B)
IN ADDITION TO ANY OTHER INDEMNIFICATION
GRANTED HEREIN AND NOTWITHSTANDING THE SURVIVABILITY OR LIMITS, IF ANY, OF ANY
REPRESENTATION CONTAINED HEREIN OR THE ABSENCE OF ANY REPRESENTATION HEREIN,
SELLERS AND PARENT AGREE TO JOINTLY AND SEVERALLY INDEMNIFY AND HOLD HARMLESS
BUYER FROM AND AGAINST ALL LOSS, INCLUDING A SELLER'S LIABILITY FOR ITS OWN
TAXES OR A SELLER'S LIABILITY, IF ANY (FOR EXAMPLE, BY REASON OF TRANSFEREE
LIABILITY) FOR TAXES OF OTHERS PAYABLE WITH RESPECT TO TAXES CLAIMED OR ASSESSED
AGAINST BUYER RELATING TO THE PURCHASED ASSETS AND THE BUSINESS (A) FOR ANY
TAXABLE PERIOD ENDING ON OR BEFORE THE CLOSING DATE OR AS A RESULT OF THIS
TRANSACTION; (B) FOR ANY TAXABLE YEAR OR PERIOD COMMENCING PRIOR TO THE CLOSING
DATE AND ENDING AFTER THE CLOSING DATE FOR AN AMOUNT EQUAL TO THE PORTION OF