not apply to claims made by Buyer with respect to or pursuant to
adjustments to the Purchase Price.
(b) In calculating amounts payable to an Indemnitee hereunder, the
amount of the indemnified Losses shall be reduced by the amount of any insurance
proceeds paid to the Indemnitee for such Losses.
(c) Subject to the provisions of Section 11.3, all amounts payable
by the Indemnitor to the Indemnitee in respect of any Losses under Sections 11.1
or 11.2 shall be payable by the Indemnitor as incurred by the Indemnitee.
Section 11.5 Time and Manner of Certain Claims . The representations and
warranties, and covenants and agreements that are to be performed on or prior to
Closing, of Buyer and Seller in this Agreement shall survive Closing for a
period of twelve months (the "Survival Period") except for representations,
warranties and covenants relating to title, ownership and Taxes, which shall
survive until the expiration of the applicable statute of limitations, and other
covenants and agreements which shall survive until fully performed, and Buyer's
and Seller's rights to make claims based thereon shall likewise expire and be
extinguished on such dates. Neither Seller nor Buyer shall have any liability
under Sections 11.1(a) or 11.2(a), respectively, unless a claim for Losses for
which indemnification is sought thereunder is asserted by the party seeking
indemnification by written notice to the party from whom indemnification is
sought within the Survival Period.
Section 12.1 Expenses. Except as otherwise specifically contemplated
hereunder, each of the parties shall pay its own expenses and the fees and
expenses of its counsel, accountants, other experts and consultants in
connection with this Agreement.
Section 12.2 Waivers. No action taken pursuant to this Agreement, including
any investigation by or on behalf of any party hereto, shall be deemed to
constitute a waiver by the party taking the action of compliance with any
representation, warranty, covenant or agreement contained herein or in any
document delivered pursuant hereto. The waiver by any party hereto of any
condition or of a breach of another provision of this Agreement shall be in
writing and shall not operate or be construed as a waiver of any other condition
or subsequent breach. The waiver by any party of any of the conditions precedent
to its obligations under this Agreement shall not preclude it from seeking
redress for breach of this Agreement other than with respect to the condition so
Section 12.3 Notices. All notices, requests, demands, applications,
services of process, and other communications which are required to be or may be
given under this