expenses incurred by Purchaser in connection with the defense of such Third-Party Claim following Seller’s and ATI’s election to assume the defense of such Third-Party Claim;
(c)Purchaser shall be entitled to monitor (but not control) such defense at its own expense;
(d)Purchaser shall make available to Seller and ATI and their Representatives all books, records and other documents and materials that are under the direct or indirect control of Purchaser or any of Purchaser’s Affiliates and that Seller and ATI consider reasonably necessary or desirable for the defense of such Third-Party Claim;
(e)Purchaser and Seller and ATI shall cooperate as reasonably requested by the Seller and ATI in the defense of such Third-Party Claim; and
(f)Seller and ATI shall not enter into any settlement agreement providing for the settlement of such Third-Party Claim without the prior written consent of Purchaser (which consent shall not be unreasonably withheld, delayed or conditioned) if such settlement agreement imposes on Purchaser any obligation, other than an obligation to pay monetary damages in an amount less than the aggregate cash amount remaining in the Escrow Fund and available to pay such damages.
If Seller and ATI elect not to assume the defense of such Third-Party Claim, then Purchaser shall proceed diligently to defend such Third-Party Claim with the assistance of counsel reasonably satisfactory to Seller and ATI; provided, however, that neither Purchaser nor the Company shall settle, adjust or compromise such Third-Party Claim, or admit any liability with respect to such Third-Party Claim, without the prior written consent of Seller and ATI (which consent shall not be unreasonably withheld, delayed or conditioned).
6.6Exclusivity. The remedies contained in this Section 6 are intended to provide the sole and exclusive remedy of Purchaser following the Closing as to all money damages for any action arising out of the subject matter of this Agreement.
6.7Treatment of Indemnification Payments. The parties agree that any amount paid to Purchaser pursuant to this Section 6 shall be treated as a reduction in the consideration payable hereunder for Tax purposes.
7.1Termination Events. At any time prior to the Closing, this Agreement may be terminated and the Transactions abandoned by authorized action taken by the terminating party:
(a)by mutual written consent by Purchaser and Seller Parties and the Company;
(b)by either Purchaser or Seller Parties, if the Closing shall not have occurred on or before December 31, 2017 or such other date that Purchaser and the Company may agree upon in writing (the “Termination Date”); provided, however, that the right to terminate this Agreement under this clause (b) of Section 7.1 shall not be available to any party whose breach (or whose Affiliate’s breach) of this Agreement has resulted in the failure of the Closing to occur on or before the Termination Date;
[*** ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.