STOCK PURCHASEAGREEMENT

 

(c)

the execution, delivery, and performance of the Escrow Agreement;

 

(d)

the performance by Buyer and Sellers of their respective covenants and obligations under this Agreement; and

 

(e)

Buyer's acquisition and ownership of the Shares.

 

(a)

any environmental matters or conditions (including on-site or off-site contamination and regulation of chemical substances or products);

 

(b)

fines, penalties, judgments, awards, settlements, legal or administrative proceedings, damages, losses, claims, demands and response, investigative, remedial, or inspection costs and expenses arising under Environmental Law;

 

(c)

financial responsibility under Environmental Law for cleanup costs or corrective action, including any investigation, cleanup, removal, containment, or other remediation or response actions ("Cleanup") required by applicable Environmental Law (whether or not such Cleanup has been required or requested by any Governmental Body or any other Person) and for any natural resource damages; or

 

(d)

any other compliance, corrective, investigative, or remedial measures required under Environmental Law.

 

(a)

advising appropriate authorities, employees, and the public of intended or actual releases of pollutants or hazardous substances or materials, violations of discharge limits, or other prohibitions and of the commencements of activities, such as resource extraction or construction, that could have significant impact on the Environment;

 

(b)

preventing or reducing to acceptable levels the release of pollutants or hazardous substances or materials into the Environment;

 

(c)

reducing the quantities, preventing the release, or minimizing the hazardous characteristics of wastes that are generated;

 

(d)

assuring that products are designed, formulated, packaged, and used so that they do not present unreasonable risks to human health or the Environment when used or disposed of;

 

(e)

protecting resources, species, or ecological amenities;

 

(f)

reducing to acceptable levels the risks inherent in the transportation of hazardous substances, pollutants, oil, or other potentially harmful substances;

 

(g)

cleaning up pollutants that have been released, preventing the threat of release, or paying the costs of such clean up or prevention; or

 

(h)

making responsible parties pay private parties, or groups of them, for damages done to their health or the Environment, or permitting self-appointed representatives of the public interest to recover for injuries done to public assets.

 

(a)

nation, state, county, city, town, village, district, or other jurisdiction of any nature;

 

(b)

federal, state, local, municipal, foreign, or other government;

 

(c)

governmental or quasi-governmental authority of any nature (including any governmental agency, branch, department, official, or entity and any court or other tribunal);

 

(d)

multi-national organization or body; or

 

(e)

body exercising, or entitled to exercise, any administrative, executive, judicial, legislative, police, regulatory, or taxing authority or power of any nature.

 

(b)

a prudent individual could be expected to discover or otherwise become aware of such fact or other matter in the course of conducting a reasonably comprehensive investigation concerning the existence of such fact or other matter.

 

(i)

certificates representing the Shares, duly endorsed (or accompanied by duly executed stock powers), for transfer to Buyer;

 

(ii)

a certificate executed by Sellers representing and warranting to Buyer that each of Sellers' representations and warranties in this Agreement was accurate in all respects as of the date of this Agreement and is accurate in all respects as of the Closing Date as if made on the Closing Date (giving full effect to any supplements to the Disclosure Letter that were delivered by Sellers to Buyer prior to the Closing Date in accordance with Section 5.5); and

 

(iii)

a tax opinion from Buchanan Ingersoll & Rooney, P.C. addressing the question of whether the Company will experience an income tax event for federal income tax purposes, including but not limited to the recognition of any taxable income or gain, as a result of a sale of the Shares by the Sellers to Buyer (the "Tax Opinion").  The Tax Opinion will be in a form reasonably acceptable to Buyer, and will be in the form of written tax advice to Buyer in compliance with the requirements of "covered opinions" and "reliance opinions" under the IRS Circular 230 regulations as in effect on the Closing Date ("Circular 230").  The opinions and advice in the Tax Opinion will conclude that the federal tax issues addressed "should" be resolved as described in the Tax Opinion, meaning a confidence level which exceeds the "more likely than not (a greater than 50% likelihood)" confidence level required for reliance opinions pursuant to Circular 230.  The Buyer intends to hold the Shares indefinitely and, consequently, the Tax Opinion may rely upon the assumption that the Buyer will continue to hold the Shares and will not liquidate or merge with the Company for at least five years from the Closing Date.

 

(a)

Part 3.1 of the Disclosure Letter contains complete and accurate information setting forth the identity of each stockholder and the number of shares held by each. The Company is a corporation duly organized, validly existing, and in good standing under the laws of Pennsylvania, with full corporate power and authority to conduct its business as it is now being conducted, to own or use the properties and assets that it purports to own or use. The Company does not do business in any state other than Pennsylvania.

 

(b)

Sellers have delivered to Buyer copies of the Organizational Documents of the Company, as currently in effect.

 

(a)

This Agreement constitutes the legal, valid, and binding obligation of Sellers, enforceable against Sellers in accordance with its terms.  Sellers have the absolute and unrestricted right, power, authority, and capacity to execute and deliver this Agreement and to perform their obligations under this Agreement.

 

(b)

Neither the execution and delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time):

 

(i)

contravene, conflict with, or result in a violation of (A) any provision of the Organizational Documents of the Company, or (B) any resolution adopted by the board of directors or the stockholders of the Company;

 

(ii)

contravene, conflict with, or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order to which the Company or any Seller, or any of the assets owned or used by the Company, may be subject;

 

(iii)

contravene, conflict with, or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate, or modify, any Governmental  Authorization that is held by the Company or that otherwise relates to the business of, or any of the assets owned or used by, the Company;

 

(iv)

cause Buyer or the Company to become subject to, or to become liable for the payment of, any Tax;

 

(v)

cause any of the assets owned by the Company to be reassessed or revalued by any taxing authority or other Governmental Body;

 

(vi)

contravene, conflict with, or result in a violation or breach of any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contract; or

 

(vii)

result in the imposition or creation of any Encumbrance upon or with respect to any of the assets owned or used by the Company.

 

(a)

The Company's assets consist entirely of the following, and the Company does not own, lease, license, control or otherwise have any interest in or power to control any other assets:

 

(i)

the real estate located in Unity Township, Westmoreland County, Pennsylvania on which is constructed a building presently leased to the United State Postal Service, with an adjoining parking lot, the address of which property is 2061 Route 130 ("Unity Township Property");

 

(ii)

131,760 shares of the common stock of Commercial National Financial Corporation; and

 

(iii)

cash on deposit in the Tax Account.

 

(a)

The Company has filed or caused to be filed (on a timely basis since January 1, 2000) all Tax Returns that are or were required to be filed by the Company, either separately or as a member of a group of corporations, pursuant to applicable Legal Requirements. Sellers have delivered to Buyer copies of all such Tax Returns filed since January 1, 2002. The Company has paid all Taxes that have or may have become due pursuant to those Tax Returns or otherwise, or pursuant to any assessment received by Sellers or the Company.  No Taxes are being contested and no Tax Returns are being, or have been, audited. No request has been received from any taxing body to extend the statute of limitations with respect to any Tax Return filed or any Taxes.

 

(b)

There exists no proposed Tax assessment against the Company.  All Taxes that the Company is or was required by Legal Requirements to withhold or collect have been duly withheld or collected and have been paid to the proper Governmental Body or other Person.

 

(c)

All Tax Returns filed by the Company are true, correct, and complete.

 

(d)

Based on the assumption that the Buyer intends to hold the Shares indefinitely and will not liquidate or merge with the Company for at least five years from the Closing Date, the Company will not be subject to federal, state or local Tax as a result of the sale of the Shares hereunder.

 

(e)

Except for the Company's Pre-Closing Taxes for the Short Period to be paid in the manner set forth in Section 2.5, the Company has paid, and there is no liability for any Tax related to, (1) the Company's operations through the Closing Date, (2) the Company's ownership of the Unity Township Property or any other real property owned by the Company prior to the Closing Date, and/or (3) the Company's disposition of the Unity Township Property and all other Company assets disposed of through the Closing Date.

 

(a)

the Company is, and at all times since January 1, 2002 has been, in full compliance with each Legal Requirement that is or was applicable to it or to the conduct or operation of its business or the ownership or use of any of its assets;

 

(b)

no event has occurred or circumstance exists that (with or without notice  or lapse of time) (A) may constitute or result in a violation by the Company of, or a failure on the part of the Company to comply with, any Legal Requirement, or (B)

 

(c)

the Company has not received, at any time since January 1, 2002, any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding (A) any actual, alleged, possible, or potential violation of, or failure to comply with, any Legal Requirement, or (B) any actual, alleged, possible, or potential obligation on the part of the Company to undertake, or to bear all or any portion of the cost of, any remedial action of any nature.

 

(d)

The Company is not required to obtain, and has not obtained and does not hold, any Governmental Authorization, and the Company can lawfully conduct its business and manage its investments in the manner it currently conducts such business and manages such investments without any Government Authorization.

 

(a)

There is no pending Proceeding:

 

(i)

that has been commenced by or against the Company or that otherwise relates to or may affect the business of, or any of the assets owned or used by, the Company; or

 

(ii)

that challenges, or that may have the effect of preventing, delaying, making illegal, or otherwise interfering with, any of the Contemplated Transactions.

 

(b)

there is no Order to which any of the Company, or any of the assets owned or used by the Company, is subject;

 

(c)

no Seller is subject to any Order that relates to the business of, or any of the assets owned or used by, the Company;

 

(d)

no officer, director, agent, or employee of the Company is subject to any Order that prohibits such officer, director, agent, or employee from engaging in or continuing any conduct, activity, or practice relating to the business of the Company; and

 

(e)

no Seller is subject to any Order that would in any way impair the Seller's ability to consummate any of the Contemplated Transactions to be performed by such Seller or which would result in an Encumbrance on the Shares transferred by such Seller.

 

(a)

Part 3.13(a) of the Disclosure Letter contains a complete and accurate list, and Sellers have delivered to Buyer true and complete copies, of:

 

(i)

each Contract of which the Company is a party or is otherwise materially affected; and

 

(ii)

each lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in, any real or personal property related to the Company;

 

(b)

Part 3.13(a) of the Disclosure Letter sets forth reasonably complete details concerning such Contracts, including the parties to the Contracts,  and the amount and nature of the remaining commitment of the Company under the Contracts.

 

(c)

Each Contract is in full force and effect and is valid and enforceable in accordance with its terms.

 

(i)

The Company is, and at all times since January 1, 2002 has been, in full compliance with all applicable terms and requirements of each Contract;

 

(ii)

each other Person that has or had any obligation or liability under any Contract has been in full compliance with all applicable terms and requirements of such Contract;

 

(iii)

no event has occurred or circumstance exists that (with or without notice or lapse of time) may contravene, conflict with, or result in a violation or breach of, or give the Company or other Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable  Contract; and

 

(iv)

the Company has not given to or received from any other Person, at any time, any notice or other communication (whether oral or written) regarding any actual, alleged, possible, or potential violation or breach of, or default under, any Contract.

 

(d)

There are no renegotiations of, attempts to renegotiate, or outstanding rights to renegotiate any material amounts paid or payable to the Company under current or completed Contracts with any Person and no such Person has made written demand for such renegotiation.

 

(a)

Sellers have delivered to Buyer true and complete copies of all policies of insurance to which the Company is a party or under which the Company, or any

 

director of the Company, is or has been covered at any time within the five 5) years preceding the date of this Agreement;

 

(b)

No claims have been made against any insurance policy of the Company within the past five (5) years.

 

(c)

All policies to which the Company is a party or that provide coverage to any Seller, the Company, or any director or officer of an Acquired Company:

 

(iii)

taken together, provide adequate insurance coverage for the assets and the operations of the Company;

 

(iv)

are sufficient for compliance with all Legal Requirements and Contracts to which the Company is a party or by which any of them is bound;

 

(v)

provide coverage on an "occurrence" basis and not on a "claims made" basis;

 

(vi)

will continue in full force and effect following the consummation of the Contemplated Transactions; and

 

(vii)

do not provide for any retrospective premium adjustment or other experienced-based liability on the part of the Company.

 

(viii)

Neither the Company or any Seller has received (with respect to the Company's assets or operations) (A) any refusal of coverage or any notice that a defense will be afforded with reservation of rights, or (B) any notice of cancellation or any other indication that any insurance policy is no longer in full force or effect or will not be renewed or that the issuer of any policy is not willing or able to perform its obligations thereunder.

 

(ix)

The Company has paid all premiums due, and has otherwise performed its obligations, under each policy to which the Company is a party or that provides coverage to the Company.

 

(a)

The Company is, and at all times has been, in full compliance with, and has not been and is not in violation of or liable under, any Environmental Law. The Company has no basis to expect, nor has it received, any actual or Threatened order, notice, or other communication from (i) any Governmental Body or private citizen acting in the public interest, or (ii) the prior owner or prior or current operator of any Facilities, of any actual or potential violation or failure to comply with any Environmental Law, or of any actual or Threatened obligation to undertake or bear the cost of any Environmental Liabilities with respect to any of the Facilities, or with respect to any property or Facility at or to which Hazardous Materials were generated, manufactured, refined, transferred, imported, used, or processed by the Company, or any other Person for whose conduct the Company is or may be held responsible, or from which Hazardous Materials have been transported, treated, stored, handled, transferred, disposed, recycled, or received.

 

(b)

There are no pending or, to the Knowledge of the Company, Threatened claims, Encumbrances, or other restrictions of any nature, resulting from any Environmental Liabilities or arising under or pursuant to any Environmental Law, with respect to or affecting any of the Facilities or any other properties and assets (whether real, personal, or mixed) in which the Company has or had an interest.

 

(c)

The Company has no basis to expect, nor has it or any Seller, received any citation, directive, inquiry, notice, Order, summons, warning, or other communication that relates to Hazardous Activity, Hazardous Materials, or any alleged, actual, or potential violation or failure to comply with any Environmental Law, or of any alleged, actual, or potential obligation to undertake or bear the cost of any Environmental Liabilities with respect to any of the Facilities or any other properties or assets (whether real, personal, or mixed) in which the Company had an interest, or with respect to any property or facility to which Hazardous Materials generated, manufactured, refined, transferred, imported, used, or processed by the Company, or any other Person for whose conduct the Company may be held responsible, have been transported, treated, stored, handled, transferred, disposed, recycled, or received.

 

(d)

There are no Hazardous Materials present on or in the Environment at the  Facilities or at any geologically or hydrologically adjoining property, including any Hazardous Materials contained in barrels, above or underground storage tanks, landfills, land deposits, dumps, equipment (whether moveable or fixed) or other containers, either temporary or permanent, and deposited or located in land, water, sumps, or any other part of the Facilities or such adjoining property, or incorporated into any structure therein or thereon. The Company has not permitted or conducted, or is aware of, any Hazardous Activity conducted with respect to the Facilities or any other properties or assets (whether real, personal,

 

(e)

There has been no Release or, to the Knowledge of the Company, Threat of Release, of any Hazardous Materials at or from the Facilities or at any other locations where any Hazardous Materials were generated, manufactured, refined, transferred, produced, imported, used, or processed from or by the Facilities, or from or by any other properties and assets (whether real, personal, or mixed) in which the Company has or had an interest, or to the Knowledge of the Company, any geologically or hydrologically adjoining property, whether by the Company, or any other Person.

 

(f)

Sellers have delivered to Buyer true and complete copies and results of any reports, studies, analyses, tests, or monitoring possessed or initiated by Sellers or the Company pertaining to Hazardous Materials or Hazardous Activities in, on, or under the Facilities, or concerning compliance by Sellers, the Company, or any other Person for whose conduct they are or may be held responsible, with Environmental Laws.

 

(g)

The Sellers and the Company have delivered to the Buyer every material document relevant to the Company's current or potential future Environmental Liabilities.

 

(a)

No representation or warranty of Sellers in this Agreement and no statement in the Disclosure Letter omits to state a material fact necessary to make the statements herein or therein, in light of the circumstances in which they were made, not misleading.

 

(b)

No notice given pursuant to Section 5.5 will contain any untrue statement or omit to state a material fact necessary to make the statements therein or in this Agreement, in light of the circumstances in which they were made, not misleading.

 

(a)

This Agreement constitutes the legal, valid, and binding obligation of Buyer, enforceable against Buyer in accordance with its terms. This Agreement constitutes the legal, valid, and binding obligations of Buyer, enforceable against Buyer in accordance with its terms.  Buyer has the absolute and unrestricted right, power, and authority to execute and deliver this Agreement and to perform its obligations under this Agreement.

 

(b)

Neither the execution and delivery of this Agreement by Buyer nor the consummation or performance of any of the Contemplated Transactions by Buyer will give any Person the right to prevent, delay, or otherwise interfere with any of the Contemplated Transactions pursuant to:

 

(ii)

any resolution adopted by the board of directors of Buyer;

 

(a)

conduct the business of the Company only in the Ordinary Course of Business;

 

(b)

use their best efforts to preserve intact the Company and the Company's assets;

 

(c)

confer with Buyer concerning and changes in the Company's assets or the conduct of the Company's business; and

 

(d)

otherwise continuously inform the  Buyer concerning the status of the Company's assets, and its business.

 

(a)

All of the covenants and obligations that Sellers are required to perform or to comply with pursuant to this Agreement at or prior to the Closing (considered collectively), and each of these covenants and obligations (considered individually), must have been duly performed and complied with in all material respects.

 

(b)

Each certificate required to be delivered pursuant to Section 2.4 must have been delivered, and each of the other covenants and obligations in Sections 5.4 and 5.8 must have been performed and complied with in all respects.

 

(a)

All of the covenants and obligations that Buyer is required to perform or to comply with pursuant to this Agreement at or prior to the Closing must have been performed and complied with in all material respects.

 

(b)

Buyer must have made the payments required to be made by Buyer pursuant to Section 2.4.

 

(a)

by either Buyer or Sellers if a material Breach of any provision of this Agreement has been committed by the other party and such Breach has not been waived;

 

(b)

(i) by Buyer if any of the conditions in Section 7 has not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or (ii) by Sellers, if any of the conditions in Section 8 has not been satisfied of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Sellers to comply with their obligations under this Agreement) and Sellers have not waived such condition on or before the Closing Date;

 

(c)

by mutual consent of Buyer and Sellers; or

 

(d)

by either Buyer or Sellers if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its obligations under this Agreement) on or before April 30, 2008, or such later date as the parties may agree upon.

 

(a)

any Breach of any representation or warranty made by Sellers in this Agreement, the Disclosure Letter, the supplements to the Disclosure Letter, or any other certificate or document delivered by Sellers pursuant to this Agreement;

 

(b)

any Breach of any representation or warranty made by Sellers in this Agreement as if such representation or warranty were made on and as of the Closing Date without giving effect to any supplement to the Disclosure Letter, other than any such Breach that is disclosed in a supplement to the Disclosure Letter and is expressly identified in the certificate delivered pursuant to Section 2.4(a)(ii) as having caused the condition specified in Section 7.1 not to be satisfied;

 

(c)

any Breach by any Seller of any covenant or obligation of such Seller in this Agreement;

 

(d)

any Damages suffered by the Indemnified Persons that relate to the Sellers' ownership, transactions, operations, or management of the Company prior to the Closing, including but not limited to any Pre-Closing Taxes and any Taxes and other costs related to Sellers' and the Company's disposition of the Unity Township Property as provided in Section 5.8 hereof and its disposition of any other assets disposed of prior to the Closing Date;

 

(e)

any claim by any Person for brokerage or finder's fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by any such Person with any Seller or the Company (or any Person acting on their behalf) in connection with any of the Contemplated Transactions.

 

(a)

any Environmental Liabilities arising out of or relating to: (i) (A) the ownership, operation, or condition at any time on or prior to the Closing Date of the Facilities or any other properties and assets (whether real, personal, or mixed and whether tangible or intangible) in which Sellers or the Company has or had an interest, or (B) any Hazardous Materials or other contaminants that were present on the Facilities or such other properties and assets at any time on or prior to the Closing Date; or (ii) (A) any Hazardous Materials or other contaminants, wherever located, that were, or were allegedly, generated, transported, stored, treated, Released, or otherwise handled by Sellers or the Company or by any other Person for whose conduct they are or may be held responsible at any time on or prior to the Closing Date, or (B) any Hazardous Activities that were, or were allegedly, conducted by Sellers or the Company or by any other Person for whose conduct they are or may be held responsible; or

 

(b)

any bodily injury (including illness, disability, and death, and regardless of when any such bodily injury occurred, was incurred, or manifested itself), personal injury, property damage (including trespass, nuisance, wrongful eviction, and deprivation of the use of real property), or other damage of or to any Person, for whose conduct they are or may be held responsible, in any way arising from or allegedly arising from any Hazardous Activity conducted or allegedly conducted with respect to the Facilities or the operation of the Company prior to the Closing Date, or from Hazardous Material that was (i) present or suspected to be present on or before the Closing Date on or at the Facilities (or present or suspected to be present on any other property, if such Hazardous Material emanated or allegedly emanated from any of the Facilities and was present or suspected to be present on any of the Facilities on or prior to the Closing Date) or (ii) Released or allegedly Released by Sellers or the Company or any other Person for whose conduct they are or may be held responsible, at any time on or prior to the Closing Date.

 

(a)

Promptly after receipt by an indemnified party under Section 10.2, 10.4, or (to the extent provided in the last sentence of Section 10.3) Section 10.3 of notice of the commencement of any Proceeding against it, such indemnified party will, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying party's failure to give such notice.

 

(b)

If any Proceeding referred to in Section 10.6(a) is brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such Proceeding, the indemnifying party will, unless the claim involves Taxes, be entitled to participate in such Proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to such Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such Proceeding with counsel satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Section 10 for any fees of other counsel or any other expenses with respect to the defense of such Proceeding, in each case subsequently incurred by the indemnified party in connection with the defense of such Proceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a Proceeding, (i) it will be conclusively established for purposes of this Agreement that the claims made in that Proceeding are within the scope of and subject to indemnification; (ii) no compromise or settlement of such claims  may be effected by the indemnifying party without the indemnified party's consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (iii) the indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any Proceeding and the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will be bound by any determination made in such Proceeding or any compromise or settlement effected by the indemnified party.

 

(c)

Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may adversely affect it or its affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld).

 

(d)

Sellers hereby consent to the non-exclusive jurisdiction of any court in which a Proceeding is brought against any Indemnified Person for purposes of any claim that an Indemnified Person may have under this Agreement with respect to such Proceeding or the matters alleged therein, and agree that process may be served on Sellers with respect to such a claim anywhere in the world.

 

(a)

The disclosures in the Disclosure Letter, and those in any Supplement thereto, must relate only to the representations and warranties in the Section of the Agreement to which they expressly relate and not to any other representation or warranty in this Agreement.

 

(b)

In the event of any inconsistency between the statements in the body of this Agreement and those in the Disclosure Letter (other than an exception expressly set forth as such in the Disclosure Letter with respect to a specifically identified

 

representation or warranty), the statements in the body of this Agreement will control.