hereunder, except to the extent such failure shall have materially and adversely prejudiced the Seller.
(b) The Seller shall be entitled to participate in the defense of any Third Party Claim. The Purchaser shall control and appoint lead counsel
for the defense of any Third Party Claim
(c) Each party shall cooperate, and cause their respective affiliates to cooperate, in the
defense or prosecution of any Third Party Claim and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in
connection therewith; provided, however, that nothing in this Section 8.3 shall require the Seller to continue its Chapter 11 Case or corporate existence for more than 90 days after the Closing.
Section 8.4. Direct Claim Procedures. In the event the Purchaser has a claim for indemnity under
Section 8.2 against the Seller that does not involve a Third Party Claim, the Purchaser agrees to give prompt notice in writing of such claim to the Seller. Such notice shall set forth in reasonable detail such claim and
the basis for indemnification (taking into account the information then available to the Purchaser). The failure to so notify the Seller shall not relieve the Seller of its obligations hereunder, except to the extent such failure shall have
materially and adversely prejudiced the Seller. If the Seller does not notify the Purchaser within 30 days following the receipt of a notice with respect to any such claim that the Seller disputes its indemnity obligation to the Purchaser for any
Damages with respect to such claim, such Damages shall be conclusively deemed a liability of the Seller and the Purchaser shall take and apply on a dollar-for-dollar
basis the amount equal to all Damages arising out of such claim from the Holdback Amount. If the Seller has timely disputed its indemnity obligation for any Damages with respect to such claim, the parties shall proceed in good faith to negotiate a
resolution of such dispute and, if not resolved through negotiations, such dispute shall be resolved by litigation in an appropriate court of jurisdiction determined pursuant to Section 10.12.
Miscellaneous. Except as expressly provided in this letter agreement, the Agreement remains
unchanged, and the Agreement as modified hereby remains in full force and effect. The provisions of Article 10 of the Agreement shall apply mutatis mutandis to this letter agreement.
Effectiveness. This letter agreement shall become effective immediately upon approval by the
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