AFFILIATE, IN EACH
CASE AS IN EFFECT ON THE DATE HEREOF, AND (II) ADVANCE EXPENSES AS INCURRED BY
SUCH OFFICERS AND DIRECTORS TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW
OR UNDER THE ORGANIZATIONAL DOCUMENTS OF THE COMPANY AND/OR THE SUBSIDIARY OR
AFFILIATE,
28
WHICHEVER IS GREATER, IN EACH CASE AS IN EFFECT ON THE DATE HEREOF; PROVIDED,
THAT SUCH INDEMNIFICATION AND ADVANCEMENT OF EXPENSES SHALL BE SUBJECT TO ANY
LIMITATION IMPOSED FROM TIME TO TIME UNDER APPLICABLE LAW.
(B)
NO CLAIMS. EXCEPT AS SET FORTH IN SCHEDULE 8.3, THERE IS NO
PENDING, NOR, TO THE SELLER'S KNOWLEDGE THREATENED CLAIMS AS DESCRIBED IN
SECTION 8.3(A) FOR INDEMNIFICATION BY ANY DIRECTOR INDEMNIFIED PARTY.
(C)
INSURANCE PROCEEDS. IF THE COMPANY AND/OR THE SUBSIDIARY PROVIDE
INDEMNIFICATION AND/OR ADVANCEMENT OF EXPENSES AS PROVIDED FOR IN SECTION 8.3(A)
ABOVE, THE COMPANY AND/OR THE SUBSIDIARY SHALL BE ENTITLED TO ALL OF THE
PROCEEDS OF ANY INSURANCE PROVIDING COVERAGE UNDER ANY POLICIES MAINTAINED BY
THE SELLER, THE COMPANY, THE SUBSIDIARY, OR ANY OF THE AFFILIATES FOR SUCH ACTS
OR OMISSIONS PRIOR TO THE CLOSING DATE.
(D)
THIRD PARTY BENEFICIARIES. NOTWITHSTANDING ANY CONTRARY PROVISION
SET FORTH IN THIS AGREEMENT OR ANY ANCILLARY DOCUMENT, THE PROVISIONS OF THIS
SECTION 8.3 ARE INTENDED FOR THE BENEFIT OF, AND SHALL BE DIRECTLY ENFORCEABLE
BY, EACH OF THE DIRECTOR INDEMNIFIED PARTIES, THEIR HEIRS AND PERSONAL
REPRESENTATIVES.
8.4.
CONTINUED INSURANCE COVERAGE. THE PURCHASER WILL CAUSE THE COMPANY
TO MAINTAIN GENERAL AND PRODUCT LIABILITY INSURANCE POLICIES, REASONABLE IN BOTH
SCOPE AND AMOUNT AS DETERMINED IN ITS SOLE DISCRETION, FOR A PERIOD OF THREE (3)
YEARS FROM THE CLOSING DATE.
ARTICLE 9
MISCELLANEOUS
9.1.
PRESERVATION OF AND ACCESS TO RECORDS. THE PURCHASER SHALL PRESERVE
OR CAUSE THE COMPANY AND THE SUBSIDIARY TO PRESERVE ALL BOOKS AND RECORDS OF THE
COMPANY AND THE SUBSIDIARY FOR A PERIOD OF SIX (6) YEARS AFTER THE LATER OF
CLOSING DATE, OR THE FILING DATE OF ANY COMPANY OR SUBSIDIARY TAX RETURN DUE
POST-CLOSING OR ANY LATER DATE OF RETENTION REQUIRED BY APPLICABLE LAW;
PROVIDED, HOWEVER, THE PURCHASER MAY DESTROY ANY PART OR PARTS OF SUCH RECORDS
UPON OBTAINING WRITTEN CONSENT OF THE SELLER FOR SUCH DESTRUCTION, WHICH CONSENT
MAY BE WITHHELD IN THE SELLER'S ABSOLUTE DISCRETION. SUCH RECORDS SHALL BE MADE
AVAILABLE TO THE SELLER AND ITS REPRESENTATIVES AT ALL REASONABLE TIMES DURING
NORMAL BUSINESS HOURS OF THE COMPANY AND/OR THE SUBSIDIARY, AS APPLICABLE,
DURING SAID RETENTION PERIOD WITH THE RIGHT AT THE SELLER'S EXPENSE TO MAKE
ABSTRACTS FROM AND COPIES THEREOF.
9.2.
SPECIFIC PERFORMANCE. THE PARTIES HERETO AGREE THAT IRREPARABLE
DAMAGE WOULD OCCUR IN THE EVENT THAT ANY OF THE PROVISIONS OF THIS AGREEMENT
WERE NOT PERFORMED IN ACCORDANCE WITH THEIR SPECIFIC TERMS OR WERE OTHERWISE
BREACHED. IT IS ACCORDINGLY AGREED THAT, EXCEPT AS OTHERWISE PROVIDED IN THIS
AGREEMENT, THE PARTIES SHALL BE ENTITLED TO INJUNCTIVE RELIEF TO PREVENT
BREACHES OF THIS AGREEMENT AND TO ENFORCE SPECIFICALLY THE TERMS AND PROVISIONS
HEREOF IN ANY COURT OF THE UNITED STATES OR ANY STATE HAVING JURISDICTION, THIS
BEING IN