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                  (b) In the event either the Disbursement Agent or Buyer shall
            terminate this Agreement pursuant to Section 11.1(a), the
            terminating party shall give prompt written notice thereof to the
            other parties hereto, and this Agreement shall thereupon terminate,
            without further action by any of the parties hereto. If the
            Agreement is terminated as provided herein:

                  (i) except as otherwise provided herein, the termination of
                  this Agreement shall not relieve any party of any liability
                  for breach of this Agreement prior to the date of termination;

                  (ii) all filings, applications and other submissions relating
                  to the assignment of the Purchased Interests made pursuant to
                  this Agreement shall, to the extent practicable, be withdrawn
                  from the agency or other Person to which made.

                                  ARTICLE XII

      12.1 Indemnification by Sellers With Respect to the Company.

      From and after the Closing, subject to (a), (b), and (c) below, Sellers
shall indemnify Buyer against and hold it harmless from any and all
Indemnifiable Damages which Buyer may suffer or incur by reason of (i) the
Company's breach of any of the Company's representations and warranties
contained in this Agreement or any document, certificate or agreement delivered
pursuant hereto; or (ii) the Company's breach prior to the Closing of any of the
Company's covenants or agreements contained in this Agreement or any document,
certificate or agreement delivered by the Company pursuant hereto. However,
notwithstanding anything contained in this Agreement to the contrary, if Buyer
makes any claim for damages, Buyer will use reasonable efforts to mitigate the
amount and nature thereof in accordance with customary industry maintenance
procedures. Notwithstanding anything to the contrary herein, the foregoing
obligation of Sellers to indemnify Buyer shall be subject to and limited by each
of the following qualifications:

            (a) All representations and warranties made by the Company in this
      Agreement (or any document, certificate or agreement delivered pursuant
      hereto) shall survive the Closing hereunder for a period of one year
      thereafter other than (a) the representations and warranties set forth in
      Section 5.8, which shall survive for the duration of the applicable
      statute of limitations, (b) the representations and warranties set forth
      in Section 5.22, which shall survive the Closing for a period of two years
      thereafter, and (c) the representations and warranties set forth in
      Section 5.4, which shall survive indefinitely. The period of survival of
      the respective representations and warranties provided for in this Section
      is referred to herein as the "Indemnity Period." No claim for
      indemnification for breach of a representation or warranty may be asserted
      after the expiration of the Indemnity Period of such representation or
      warranty; provided that the written assertion of any claim by a party
      against the other hereunder with respect to the breach or alleged breach
      of any representation or warranty (or a series of facts stated in