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(a) Any inaccuracy or breach of any warranty or representation made by Buyer in this <br /> Agreement or in any Related Instrument; <br /> (b) Any breach of any covenant or agreement made by Buyer in this Agreement or in any <br /> Related Instrument; <br /> (c) The Assets,to the extent any Losses were caused by Buyer following the Closing Date,or <br /> Assumed Liabilities; <br /> (d) Any and all Taxes (including any interest, additions, and penalties with respect thereto) <br /> imposed on Sellers, or for which Sellers are liable, with respect to all periods beginning after the Closing <br /> Date,or a pro rata portion(based on an interim closing of the books on the Closing Date)of any Taxes for <br /> any period that ends after but includes the Closing Date and any costs or expenses with respect to Tax <br /> indemnification arising hereunder; or <br /> (e) Any Proceedings,judgments, decrees, awards, assessments, fees, or expenses incident to <br /> any of the foregoing or the mitigation thereof, including investigation costs and attorneys, experts, and <br /> consultants fees and expenses incurred to enforce this indemnification. <br /> SECTION 6.03. Notice of Claims. If any Buyer Indemnitee or Seller Indemnitee(as applicable, <br /> an "Indemnified Party") believes that it has suffered or incurred or reasonably expects to suffer or incur <br /> any Losses for which it is entitled to indemnification under this Article VI, such Indemnified Party shall so <br /> notify Sellers, in the case of notice from a Buyer Indemnitee, or Buyer, in the case of notice from Seller <br /> Indemnitee (as applicable, the "Indemnifying Party") with reasonable promptness and reasonable <br /> particularity in light of the circumstances then existing. If any claim is instituted by or against a third party <br /> with respect to which any Indemnified Party intends to claim indemnification under this Article VI (a <br /> "Third Party Claim"),such Indemnified Party shall promptly notify the Indemnifying Party of such claim. <br /> The notice provided by the Indemnified Party to the Indemnifying Party shall describe the claim in <br /> reasonable detail and shall indicate the amount(or an estimate,if one can reasonably be determined)of the <br /> Losses that have been or may be suffered by the Indemnified Party. <br /> SECTION 6.04. Procedures. <br /> (a) If the Indemnifying Party acknowledges in writing its obligation to indemnify the <br /> Indemnified Party against any and all Losses that may result from a Third Party Claim pursuant to the terms <br /> of this Agreement,the Indemnifying Party shall have the right,upon written notice to the Indemnified Party <br /> within twenty(20)days of receipt of notice from the Indemnified Party of the commencement of such Third <br /> Party Claim,to assume the defense thereof at the expense of the Indemnifying Party(which expenses shall <br /> not be applied against any indemnity caps herein) with counsel selected by the Indemnifying Party and <br /> reasonably satisfactory to the Indemnified Party. The Indemnifying Party shall be liable for the fees and <br /> expenses of counsel employed by the Indemnified Party for any period during which the Indemnifying <br /> Party has failed to assume the defense thereof. If the Indemnifying Party does not expressly elect to assume <br /> the defense of such Third Party Claim within the time period and otherwise in accordance with the first <br /> sentence of this Section 6.04(a), the Indemnified Party shall have the sole right to assume the defense of <br /> and to settle such Third Party Claim. If the Indemnifying Party assumes the defense of such Third Party <br /> Claim, the Indemnified Party shall have the right to employ separate counsel and to participate in the <br /> defense thereof, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party <br /> unless (i) the employment of such counsel shall have been specifically authorized in writing by the <br /> Indemnifying Party or (ii) the named parties to the Third Party Claim (including any impleaded parties) <br /> include both the Indemnified Party and the Indemnifying Party, and the Indemnified Party reasonably <br /> determines that representation by counsel to the Indemnifying Party of both the Indemnifying Party and <br /> 25 <br />