or proceeding to enforce the rights
of the Indemnified Buyer Group hereunder) between the Indemnified Buyer Group
and the Seller or between the Indemnified Buyer Group and any third party or
otherwise), claims, Liens or other obligations of any nature whatsoever
(collectively, "Buyer Losses"), based upon, arising out of, or otherwise in
respect of or which may be incurred by virtue of or result from:
(I)
THE INACCURACY IN OR BREACH OF ANY REPRESENTATION OR WARRANTY
MADE BY OR ON BEHALF OF THE SELLER IN THIS AGREEMENT OR IN ANY OF THE OTHER
TRANSACTION DOCUMENTS OR IN ANY DOCUMENT OR INSTRUMENT DELIVERED AT THE CLOSING
PURSUANT HERETO OR THERETO;
(II)
THE BREACH BY THE SELLER OF ANY COVENANT OR AGREEMENT SET FORTH
IN THIS AGREEMENT OR IN ANY OF THE OTHER TRANSACTION DOCUMENTS OR IN ANY
DOCUMENT OR INSTRUMENT DELIVERED AT THE CLOSING PURSUANT HERETO OR THERETO;
(III)
ANY INVESTIGATION OR REQUEST FOR INFORMATION MADE BY A
GOVERNMENTAL AUTHORITY REGARDING SELLER OR ITS OPERATIONS OR, TO THE EXTENT SUCH
INVESTIGATION ARISES FROM AN INVESTIGATION OR INQUIRY INTO SELLER OR ITS
OPERATIONS, THE TRANSACTIONS CONTEMPLATED HEREBY;
(IV)
ANY FAILURE BY SELLER TO COMPLY WITH ANY "BULK SALES" LAWS
APPLICABLE TO THE TRANSACTIONS CONTEMPLATED IN THIS AGREEMENT (PROVIDED THAT THE
FOREGOING SHALL NOT REQUIRE THE SELLER TO INDEMNIFY ANY MEMBER OF THE
INDEMNIFIED BUYER GROUP WITH RESPECT TO ANY BUYER LOSSES WHICH ARE BASED UPON,
ARISING OUT OF, OR OTHERWISE IN RESPECT OF OR WHICH ARE
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INCURRED BY VIRTUE OF OR RESULT FROM ANY ASSUMED LIABILITIES OR WITH RESPECT TO
ANY TAXES WHICH ARE OTHERWISE PAYABLE BY BUYER HEREUNDER);
(V)
ANY LIABILITY OR OBLIGATION OF, OR CLAIM AGAINST, THE BUYER WITH
RESPECT TO ALL OR ANY PORTION OF ANY OF THE BUSINESS OR THE ACQUIRED ASSETS
(INCLUDING THE ASSUMED CONTRACTS) (X) RELATING TO ANY PERIOD PRIOR TO THE
CLOSING DATE (OTHER THAN THE ASSUMED LIABILITIES) OR (Y) ARISING OUT OF ANY ACT
OR OMISSION OF THE SELLER OR ANY FACTS OR CIRCUMSTANCES EXISTING AT OR PRIOR TO
THE CLOSING DATE WHETHER OR NOT SUCH LIABILITY OR OBLIGATION WAS KNOWN AT THE
TIME OF CLOSING (OTHER THAN THE ASSUMED LIABILITIES);
(VI)
ANY FAILURE BY SELLER TO PAY ANY LIABILITY OR OBLIGATION FOR TAXES
OF SELLER FOR ANY PRE-CLOSING TAX PERIOD (INCLUDING ALL LIABILITIES OF SELLER
FOR TAXES RELATED TO THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT EXCEPT TO
THE EXTENT SUCH TAXES ARE TO BE PAID BY THE BUYER PURSUANT TO SECTION 12.3
HEREOF), IT BEING AGREED THAT THE TAXES OF SELLER FOR ANY STRADDLE PERIOD SHALL
BE DETERMINED IN ACCORDANCE WITH SECTION 7.9; OR
(VII)
THE FAILURE BY SELLER TO PAY, PERFORM OR DISCHARGE WHEN DUE ANY OF
THE EXCLUDED LIABILITIES.
The Seller shall have no right to seek contribution from any of the Indemnified
Buyer Group with respect to all or any part of the Seller's indemnification
obligations under this Section 11.2(a); provided that the foregoing shall not
restrict the rights granted pursuant to section 11.7 hereof.
(B)
BUYER AGREES