Common use of Claims for Indemnification Clause in Contracts

Claims for Indemnification. Whenever any claim shall arise for indemnification under this Article XII, the party (parties) seeking indemnification (the “Indemnified Party”), shall notify the party (parties) from whom indemnification is sought (the “Indemnifying Party”) of the claim and, when known, the facts constituting the basis for such claim (an “Indemnification Claim Notice”); provided that the failure of the Indemnified Party to give the Indemnification Claim Notice promptly shall not relieve the Indemnifying Party of any liability hereunder in respect of such claim (or the facts or circumstances giving rise thereto) except to the extent that such Indemnifying Party is materially prejudiced or harmed as a consequence of such failure. Claims for indemnification under Sections 12.1(a), 12.1(b), 12.2(a) and 12.(b) with respect to a breach of a representation or warranty may not be brought pursuant to an Indemnification Claim Notice or otherwise after the date that is twenty-four (24) months from the date hereof, except for claims for indemnification with respect to (a) the representations and warranties contained in Sections 5.1, 5.2, 5.3 and 6.1 (the “Fundamental Representations”) which may be brought at any time; (b) the representations and warranties contained in Section 6.18 which may not be brought after the date that is three (3) years after the Closing Date; (c) the representations and warranties contained in Section 6.8 and the indemnification pursuant to Sections 12.1(d) and 12.2(c), which may not be brought more than sixty (60) days after the statute of limitations has expired with respect to an Action relating to the Tax Returns and Taxes by the Company; and (d) covenants contained in Article VIII, which may not be brought more than sixty (60) days after the time period for performing such covenant has expired. In the event of any such claim for indemnification hereunder resulting from or in connection with any claim or legal proceedings by a third party, the Indemnification Claim Notice shall specify, if known, the amount or an estimate of the amount of the liability arising therefrom. The Indemnified Party shall not settle or compromise any claim by a third party for which it is entitled to indemnification hereunder without the prior written consent of the Indemnifying Party; provided, however, that if suit shall have been instituted against the Indemnified Party and the Indemnifying Party shall not have taken control of such suit after notification thereof as provided in Section 12.4 of this Agreement, the Indemnified Party shall have the right to settle or compromise such claim upon giving notice to the Indemnifying Party, as provided in Section 12.4.

Claims for Indemnification. Whenever any (i) In order to seek indemnification pursuant to Section 11.2(a) (including with regard to a Third Party Claim (as defined below)), Buyer shall deliver an Officer’s Certificate to the Securityholder Representative and, if such claim involves a claim against the Indemnity Escrow Fund, the Escrow Agent, and such Officer’s Certificate must be delivered prior to 12:01 a.m. Eastern Time on the applicable Survival Date; Buyer shall arise deliver an Officer’s Certificate promptly upon Buyer concluding it intends to assert a claim for indemnification under this Article XIIprovided, however, the party (parties) seeking indemnification (failure to promptly deliver an Officer’s Certificate shall not affect the “Buyer Indemnified Party”Persons’ right to recover Losses under Section 11.2(a), except to the extent the Seller Indemnifying Persons are prejudiced by such failure. For the purposes hereof, “Officer’s Certificate” shall notify mean a certificate signed by any officer of Buyer: (x) stating that a Buyer Indemnified Person has paid, sustained or incurred or reasonably anticipates that it will have to pay, sustain or incur Losses, (y) specifying in reasonable detail the party (parties) from whom indemnification individual items of Losses included in the amount so stated, the amount and date each such item was paid, sustained or incurred, or if the amount of a Loss is sought (the “Indemnifying Party”) based on an estimation and\or is not determinable as of the claim anddate of delivery of an Officer’s Certificate, when knownBuyer shall state so and specify the maximum amount of Loss that Buyer in good faith estimates that a Buyer Indemnified Person could reasonably be expected to pay, the facts constituting incur or sustain and describing in reasonable detail the basis for such claim anticipated liability, and (an “Indemnification Claim Notice”); provided that z) describing in reasonable detail the failure claim, including the basis thereof and a brief summary of the Indemnified Party to give the Indemnification Claim Notice promptly shall not relieve the Indemnifying Party of any liability hereunder in respect of such claim (or the facts or circumstances giving rise thereto) except to the extent that such Indemnifying Party is materially prejudiced claim and the nature of the (1) misrepresentation, (2) breach or harmed as a consequence of such failure. Claims for indemnification under Sections 12.1(a), 12.1(b), 12.2(a) and 12.(b) with respect to a breach inaccuracy of a representation or warranty may not be brought pursuant to an Indemnification Claim Notice or otherwise after the date that is twenty-four (24) months from the date hereofwarranty, except for claims for indemnification with respect to (a) the representations and warranties contained in Sections 5.1, 5.2, 5.3 and 6.1 (the “Fundamental Representations”) which may be brought at any time; (b) the representations and warranties contained in Section 6.18 which may not be brought after the date that is three (3) years after the Closing Date; breach or failure to perform a covenant or other agreement, or (c4) the representations and warranties contained other basis for indemnity to which such item is related, but in Section 6.8 and the indemnification pursuant to Sections 12.1(d) and 12.2(c), which may not be brought more than sixty (60) days after the statute of limitations has expired with respect to an Action relating each such case only to the Tax Returns and Taxes by the Company; and (d) covenants contained in Article VIII, which may not be brought more than sixty (60) days after the time period for performing extent such covenant has expired. In the event of any such claim for indemnification hereunder resulting from or in connection with any claim or legal proceedings by a third party, the Indemnification Claim Notice shall specify, if known, the amount or an estimate information is reasonably available to Buyer as of the amount of the liability arising therefrom. The Indemnified Party shall not settle or compromise any claim by a third party for which it is entitled to indemnification hereunder without the prior written consent of the Indemnifying Party; provided, however, that if suit shall have been instituted against the Indemnified Party and the Indemnifying Party shall not have taken control date of such suit after notification thereof as provided in Section 12.4 of this Agreement, the Indemnified Party shall have the right to settle or compromise such claim upon giving notice to the Indemnifying Party, as provided in Section 12.4Officer’s Certificate.

Claims for Indemnification. Whenever The representations, warranties, -------------------------- covenants and agreements in this Agreement shall survive the Closing subject to the limitations set forth herein and shall not be affected by any claim shall arise for indemnification under this Article XII, investigation made by the parties hereto prior to the date hereof or the Effective Time. The party (parties) seeking indemnification (the “"Indemnified Party”), ") shall notify give the party (parties) from whom indemnification is sought (the “"Indemnifying Party”") a written notice ("Notice of Claim") within sixty (60) days of the discovery of any loss, liability, claim andor expense in respect of which the right to indemnification contained in this Article 10 may be claimed; provided, when knownhowever, that the failure to give such notice within such sixty (60) day period shall not result in the waiver or loss of any right to bring such claim hereunder after such period unless, and only to the extent that, the facts constituting other party is actually prejudiced by such failure. In the event a claim is pending or threatened or the Indemnified Party has a reasonable belief as to the validity of the basis for such claim (an “Indemnification Claim Notice”); provided that the failure of claim, the Indemnified Party to may give the Indemnification Claim written notice (a "Notice promptly shall not relieve the Indemnifying Party of any liability hereunder in respect Possible Claim") of such claim (or the facts or circumstances giving rise thereto) except to the extent Indemnifying Party, regardless of whether a loss has arisen from such claim. A party shall have no liability under this Article 10 for breach of a representation or warranty, unless a Notice of Claim or Notice of Possible Claim therefor is delivered by the Indemnified Party prior to the second anniversary of the Effective Time; provided, however, that such Indemnifying as to any liability arising pursuant to Sections 4.1, 4.2, 4.3, 4.8, 4.9, 4.13, 4.14, Article 5 and Sections 6.1, 6.2 and 6.3 hereof, any Notice of Claim or Notice of Possible Claim must be delivered by the Indemnified Party is materially prejudiced or harmed as a consequence not later than ninety (90) days after the expiration of such failure. Claims the applicable statute of limitations (including any extensions) therefor; and provided, further, that the limitations set forth in this Section 10.3 shall not apply to liability under this Article 10 for indemnification under Sections 12.1(a), 12.1(b), 12.2(a) and 12.(b) with respect to a any intentional breach of a representation or warranty may not be brought pursuant to an Indemnification in this Agreement. Any Notice of Claim or Notice or otherwise after of Possible Claim shall set forth the date that is twenty-four (24) months from the date hereofrepresentations, except for claims for indemnification warranties, covenants and agreements with respect to (a) which the representations and warranties contained in Sections 5.1claim is made, 5.2, 5.3 and 6.1 (the “Fundamental Representations”) which may be brought at any time; (b) the representations and warranties contained in Section 6.18 which may not be brought after the date that is three (3) years after the Closing Date; (c) the representations and warranties contained in Section 6.8 and the indemnification pursuant to Sections 12.1(d) and 12.2(c), which may not be brought more than sixty (60) days after the statute of limitations has expired with respect specific facts giving rise to an Action relating to alleged basis for the Tax Returns claim and Taxes by the Company; and (d) covenants contained in Article VIII, which may not be brought more than sixty (60) days after the time period for performing such covenant has expired. In the event of any such claim for indemnification hereunder resulting from or in connection with any claim or legal proceedings by a third party, the Indemnification Claim Notice shall specify, if known, the amount or an estimate of the amount of the liability arising therefrom. The Indemnified Party shall not settle asserted or compromise any claim anticipated to be asserted by a third party for which it is entitled to indemnification hereunder without the prior written consent reason of the Indemnifying Party; provided, however, that if suit shall have been instituted against the Indemnified Party and the Indemnifying Party shall not have taken control of such suit after notification thereof as provided in Section 12.4 of this Agreement, the Indemnified Party shall have the right to settle or compromise such claim upon giving notice to the Indemnifying Party, as provided in Section 12.4claim.

Claims for Indemnification. Whenever (a) From and after the Closing, Purchaser and Parent shall indemnify and save and hold harmless Seller and its officers, directors, employees, agents, partners, representatives, subsidiaries, affiliates and permitted successors and assigns from and against, and promptly reimburse for, any claim shall arise for indemnification under this Article XIIand all loss, the party damage, cost, expense (parties) seeking indemnification (the “Indemnified Party”including court costs and reasonable attorneys’ fees), shall notify the party (parties) from whom indemnification is sought (the “Indemnifying Party”) of the claim andfine, when knownpenalty, the facts constituting the basis for such suit, action or claim (an “Indemnification Claim Notice”); provided that the failure collectively, Losses) caused by or arising from any claims of the Indemnified Party to give the Indemnification Claim Notice promptly shall not relieve the Indemnifying Party third parties arising from (i) Assumed Liabilities, (ii) any breach by Parent of any liability hereunder in respect representation, warranty or covenant of such claim Parent hereunder, (or the facts or circumstances giving rise theretoiii) except failure to the extent that such Indemnifying Party is materially prejudiced or harmed as a consequence of such failure. Claims for indemnification under Sections 12.1(a), 12.1(b), 12.2(a) and 12.(b) provide notification to Employees with respect to a the transaction contemplated under this Agreement in accordance with applicable law, including, without limitation, Section 613a of the German Civil Code, and (iv) any failure by Purchaser to discharge its obligations under the Seller Contracts in accordance with Section 1.6 above, provided, however, the aggregate amount required to be paid by Purchaser and Parent pursuant to this Section 6.3(b) shall not exceed $927,000, and none of Seller or any other person otherwise entitled to indemnity under this Section 6.3(b) shall have any right to recover from Purchaser and Parent for any Losses exceeding such amount. (b) From and after the Closing, the Seller shall indemnify and save and hold harmless each of Purchaser and Parent and their respective officers, directors, employees, agents, partners, representatives, subsidiaries, affiliates and permitted successors and assigns from and against, and promptly reimburse for, any and all Losses caused by or arising from any claims of third parties arising from (i) Retained Liabilities, (ii) any breach by Seller of a any representation or warranty may not be brought pursuant to an Indemnification Claim Notice or otherwise after the date that is twenty-four (24) months from the date hereofof Seller hereunder, except for claims for indemnification with respect to (a) the representations and warranties contained in Sections 5.1, 5.2, 5.3 and 6.1 (the “Fundamental Representations”) which may be brought at any time; (b) the representations and warranties contained in Section 6.18 which may not be brought after the date that is three (3) years after the Closing Date; (c) the representations and warranties contained in Section 6.8 and the indemnification pursuant to Sections 12.1(d) and 12.2(c), which may not be brought more than sixty (60) days after the statute of limitations has expired with respect to an Action relating to the Tax Returns and Taxes by the Company; and (diii) covenants contained any failure by Seller to discharge its obligations under the Seller Contracts in Article VIII, which may not be brought more than sixty (60) days after the time period for performing such covenant has expired. In the event of any such claim for indemnification hereunder resulting from or in connection accordance with any claim or legal proceedings by a third party, the Indemnification Claim Notice shall specify, if known, the amount or an estimate of the amount of the liability arising therefrom. The Indemnified Party shall not settle or compromise any claim by a third party for which it is entitled to indemnification hereunder without the prior written consent of the Indemnifying PartySection 1.6 above; provided, however, that if suit the aggregate amount required to be paid by Seller pursuant to this Section 6.3(b) shall not exceed $927,000, and none of Purchaser, Parent or any other person otherwise entitled to indemnity under this Section 6.3(b) shall have been instituted against any right to recover from Seller for any Losses exceeding such amount; provided, further, in the Indemnified Party and the Indemnifying Party event Seller shall not have taken control of such suit after notification thereof as provided in be subject to liability under this Section 12.4 of this Agreement6.3(b), the Indemnified Party Seller shall have the right option to settle satisfy such liability either by cash payment or compromise such claim payment in Stock (or the shares into which the Stock is converted) based upon giving notice the Stock’s Primary Liquidation Preference value pursuant to the Indemnifying Party, as provided in Section 12.4.Certificate of Designation..

Claims for Indemnification. Whenever any claim shall arise for (i) In order to seek indemnification under this Article XIISection 6.2(a) or Section 6.2(b) hereof, Parent shall deliver an Officer’s Certificate to the Securityholder Representative or the Company, as appropriate, at any time on or before the Survival Date or the Effective Time, respectively. Unless the Parent receives from the Securityholder Representative or the Company, as the case may be, an Objection Notice pursuant to Section 6.3(c) hereof, the party (partiesParent shall be entitled to indemnification for the Loss set forth in such Officer’s Certificate in accordance with the provisions of Section 6.3(a)(i) seeking indemnification (the “Indemnified Party”or Section 6.3(a)(ii), shall notify the party as appropriate. (partiesii) from whom In order to seek indemnification is sought (the “Indemnifying Party”on behalf of one or more Securityholder Indemnified Parties under Section 6.2(c) of the claim and, when knownhereof, the facts constituting Company or Securityholder Representative, as appropriate, shall deliver a Securityholder Representative’s Certificate to the basis for Parent at any time on or before the Survival Date. Unless the Parent delivers an Objection Notice to the Securityholder Representative pursuant to Section 6.3(c) hereof, the Parent shall pay an amount equal to the Loss set forth in such claim Securityholder Representative Certificate in accordance with the provisions of Section 6.3(a)(iii). For the purposes hereof, “Securityholder Representative’s Certificate” shall mean a certificate signed by the Company or the Securityholder Representative, as appropriate: (an “Indemnification Claim Notice”); provided A) stating that the failure of the a Securityholder Indemnified Party to give the Indemnification Claim Notice promptly shall not relieve the Indemnifying Party of any liability hereunder in respect of such claim (has paid, sustained, incurred, or the facts or circumstances giving rise thereto) except to the extent that such Indemnifying Party is materially prejudiced or harmed as a consequence of such failure. Claims for indemnification under Sections 12.1(a), 12.1(b), 12.2(a) and 12.(b) with respect to a breach of a representation or warranty may not be brought pursuant to an Indemnification Claim Notice or otherwise after the date that is twenty-four (24) months from the date hereof, except for claims for indemnification with respect to (a) the representations and warranties contained in Sections 5.1, 5.2, 5.3 and 6.1 (the “Fundamental Representations”) which may be brought at any time; (b) the representations and warranties contained in Section 6.18 which may not be brought after the date that is three (3) years after the Closing Date; (c) the representations and warranties contained in Section 6.8 and the indemnification pursuant to Sections 12.1(d) and 12.2(c), which may not be brought more than sixty (60) days after the statute of limitations has expired with respect to an Action relating to the Tax Returns and Taxes by the Company; and (d) covenants contained in Article VIII, which may not be brought more than sixty (60) days after the time period for performing such covenant has expired. In the event of any such claim for indemnification hereunder resulting from or in connection with any claim or legal proceedings by a third party, the Indemnification Claim Notice shall specify, if known, the amount or an estimate of the amount of the liability arising therefrom. The Indemnified Party shall not settle or compromise any claim by a third party properly accrued Losses for which it is entitled to indemnification hereunder without hereunder, and (B) specifying in reasonable detail the prior written consent individual items of Losses included in the amount so stated, the manner in which such amounts were calculated, the date each such item was paid, sustained, incurred, or properly accrued, and the nature of the Indemnifying Party; providedmisrepresentation, however, that if suit shall have been instituted against the Indemnified Party and the Indemnifying Party shall not have taken control breach of warranty or covenant to which such suit after notification thereof as provided in Section 12.4 of this Agreement, the Indemnified Party shall have the right to settle or compromise such claim upon giving notice to the Indemnifying Party, as provided in Section 12.4item is related.

Claims for Indemnification. Whenever any claim shall arise for indemnification under this Article XII7, Seller or the party (parties) Purchaser, as the case may be, seeking indemnification (the “"Indemnified Party”"), shall notify in writing the party (parties) from whom indemnification is sought (the “"Indemnifying Party”") of the claim and, when known, the facts constituting the basis for such claim (an “"Indemnification Claim Notice”"); provided that the failure of the Indemnified Party to give the Indemnification Claim Notice promptly shall not relieve the Indemnifying Party of any liability hereunder in respect of such claim (or the facts or circumstances giving rise thereto) except to the extent that such Indemnifying Party is materially prejudiced or harmed as a consequence of such failure. Claims for indemnification under Sections 12.1(a), 12.1(b), 12.2(a) and 12.(b) with respect to a breach of a representation or warranty may not be brought pursuant to an Indemnification Claim Notice or otherwise after the date that is twenty-four (24) months from the date hereof, except for claims for indemnification with respect to (a) the representations and warranties contained in Sections 5.1, 5.2, 5.3 and 6.1 (the “Fundamental Representations”) which may be brought at any time; (b) the representations and warranties contained in Section 6.18 which may not be brought after the date that is three (3) years after the Closing Date; (c) the representations and warranties contained in Section 6.8 and the indemnification pursuant to Sections 12.1(d) and 12.2(c), which may not be brought more than sixty (60) days after the statute of limitations has expired with respect to an Action relating to the Tax Returns and Taxes by the Company; and (d) covenants contained in Article VIII, which may not be brought more than sixty (60) days after the time period for performing such covenant has expired. In the event of any such claim for indemnification hereunder resulting from or in connection with any claim or legal proceedings by a third party, the Indemnification Claim Notice shall specify, if known, the amount or an estimate of the amount of the liability arising therefrom. The Indemnified Party shall not settle or compromise any claim by a third party for which it is entitled to indemnification hereunder without the prior written consent of the Indemnifying Party; , which consent shall not be unreasonably withheld, provided, however, that if suit shall have been instituted against the Indemnified Party and the Indemnifying Party shall not have taken control of such suit after notification thereof as provided in Section 12.4 7.4 of this Agreement, the Indemnified Party shall have the right to settle or compromise such claim upon giving reasonable and timely notice to the Indemnifying Party, as provided in Section 12.47.4. In connection with any claim for indemnification hereunder, in order to be effective, such Indemnification Claim Notice must be given (i) in the cases of claims arising under Sections 7.1(a) and 7.2(a), within the survival period for each of such representations and warranties as set forth in Section 6.1 hereof; (ii) in the case of claims arising under Sections 7.1(b), 7.1(c), 7.1(g), 7.2(b) and 7.2(c), within two (2) years after the Closing Date (or such later date which is (x) not more than sixty (60) days following expiration of the period for performance of the covenants or obligations specified on Exhibit 7.3 hereto or (y) not more than four (4) years after the Closing Date for any claims arising from covenants or obligations which are not set forth on Exhibit 7.3 hereto but as to which the period of performance exceeds two (2) years; and (iii) in the case of claims arising under Section 7.1(d), 7.1(e), 7.1(f), 7.2(d) and 7.2(e), within the applicable statue of limitations for such claims.

Claims for Indemnification. Whenever At any time that an Indemnified Person desires to claim shall arise for indemnification Losses (a “Liability Claim”) that it believes are or may be indemnifiable under this Article XIISection 6.3, Buyer will deliver written notice of such Liability Claim (a “Claims Notice”) prior to the party expiration of the applicable survival period to the Holder Representative. A Claims Notice will describe the Liability Claim in reasonable detail, to the extent known, and indicate the amount (parties) seeking indemnification (estimated, if necessary and to the “Indemnified Party”), shall notify the party (parties) from whom indemnification is sought (the “Indemnifying Party”extent feasible) of the claim and, when known, Losses that have been or may be sustained by the facts constituting Indemnified Persons. If the basis for such claim (an “Indemnification Claim Notice”); provided that the failure amount of Losses is not determinable as of the date of delivery of a Claims Notice, then Buyer may deliver a Claims Notice stating the maximum amount of Losses that Buyer in good faith estimates or anticipates that an Indemnified Party Person may sustain. No delay in or failure to give a Claims Notice by Buyer to the Indemnification Claim Notice promptly shall not Holder Representative pursuant to this Section 6.5 will adversely affect any of the other rights or remedies that Buyer has under this Agreement or alter or relieve the Indemnifying Party Indemnitors of any liability hereunder in respect of such claim (or their obligations to indemnify the facts or circumstances giving rise thereto) Indemnified Persons pursuant to this Section 6.5, except and to the extent that such Indemnifying Party is delay or failure has materially prejudiced or harmed as the Indemnitors. Following the delivery of a consequence of such failure. Claims for indemnification under Sections 12.1(aNotice, the Holder Representative and its representatives and agents will be given access (including electronic access, to the extent available), 12.1(b)upon reasonable notice, 12.2(a) to the books and 12.(b) with respect records of the Buyer as it may reasonably require for the purposes of investigating or resolve any disputes relating to, or responding to, any matters or inquiries raised in the Claims Notice; provided that the foregoing shall not require Buyer to a breach provide access to any information or documents if such access in the good faith reasonable belief of a representation or warranty may not be brought pursuant to an Indemnification Claim Notice Buyer would violate any Law or otherwise after result in the date that is twentywaiver of Buyer’s attorney-four (24) months from the date hereof, except for claims for indemnification with respect to (a) the representations and warranties contained in Sections 5.1, 5.2, 5.3 and 6.1 (the “Fundamental Representations”) which may be brought at any time; (b) the representations and warranties contained in Section 6.18 which may not be brought after the date that is three (3) years after the Closing Date; (c) the representations and warranties contained in Section 6.8 and the indemnification pursuant to Sections 12.1(d) and 12.2(c), which may not be brought more than sixty (60) days after the statute of limitations has expired with respect to an Action relating to the Tax Returns and Taxes by the Company; and (d) covenants contained in Article VIII, which may not be brought more than sixty (60) days after the time period for performing such covenant has expired. In the event of any such claim for indemnification hereunder resulting from or in connection with any claim or legal proceedings by a third partyclient privilege, the Indemnification Claim Notice shall specify, if known, the amount work product doctrine or an estimate of the amount of the liability arising therefrom. The Indemnified Party shall not settle similar privilege or compromise any claim by a third party for which it is entitled protection applicable to indemnification hereunder without the prior written consent of the Indemnifying Party; provided, however, that if suit shall have been instituted against the Indemnified Party and the Indemnifying Party shall not have taken control of such suit after notification thereof as provided in Section 12.4 of this Agreement, the Indemnified Party shall have the right to settle information or compromise such claim upon giving notice to the Indemnifying Party, as provided in Section 12.4documents.

Claims for Indemnification. Whenever The representations, warranties, covenants and agreements in this Agreement shall survive the Closing subject to the limitations set forth herein and shall not be affected by any claim shall arise for indemnification under this Article XII, investigation made by the parties hereto prior to the date hereof or the Effective Time. The party (parties) seeking indemnification (the “"Indemnified Party”), ") shall notify give the party (parties) from whom indemnification is sought (the “"Indemnifying Party”") a written notice ("Notice of Claim") within sixty (60) days of the discovery of any loss, liability, claim andor expense in respect of which the right to indemnification contained in this Article 9 may be claimed; provided, when knownhowever, that the failure to give such notice within such sixty (60) day period shall not result in the waiver or loss of any right to bring such claim hereunder after such period unless, and only to the extent that, the facts constituting other party is actually prejudiced by such failure. In the event a claim is pending or threatened or the Indemnified Party has a reasonable belief as to the validity of the basis for such claim (an “Indemnification Claim Notice”); provided that the failure of claim, the Indemnified Party to may give the Indemnification Claim written notice (a "Notice promptly shall not relieve the Indemnifying Party of any liability hereunder in respect Possible Claim") of such claim (or the facts or circumstances giving rise thereto) except to the extent Indemnifying Party, regardless of whether a loss has arisen from such claim. A party shall have no liability under this Article 9 for breach of a representation or warranty, unless a Notice of Claim or Notice of Possible Claim therefor is delivered by the Indemnified Party prior to the second anniversary of the Effective Time; provided, however, that such Indemnifying as to any liability arising pursuant to Sections 3.1, 3.2, 3.3, 3.6, 3.8, 3.10, 3.17, 3.18, 3.20 or 3.21, Article 4 or Sections 5.1, 5.2 or 5.3, any Notice of Claim or Notice of Possible Claim must be delivered by the Indemnified Party is materially prejudiced or harmed as a consequence not later than ninety (90) days after the expiration of such failure. Claims the applicable statute of limitations (including any extensions) therefor; and provided, further, that the limitations set forth in this Section 9.4 shall not apply to liability under this Article 9 for indemnification under Sections 12.1(a), 12.1(b), 12.2(a) and 12.(b) with respect to a any intentional breach of a representation or warranty may not be brought pursuant to an Indemnification in this Agreement. Any Notice of Claim or Notice or otherwise after of Possible Claim shall set forth the date that is twenty-four (24) months from the date hereofrepresentations, except for claims for indemnification warranties, covenants and agreements with respect to (a) which the representations and warranties contained in Sections 5.1claim is made, 5.2, 5.3 and 6.1 (the “Fundamental Representations”) which may be brought at any time; (b) the representations and warranties contained in Section 6.18 which may not be brought after the date that is three (3) years after the Closing Date; (c) the representations and warranties contained in Section 6.8 and the indemnification pursuant to Sections 12.1(d) and 12.2(c), which may not be brought more than sixty (60) days after the statute of limitations has expired with respect specific facts giving rise to an Action relating to alleged basis for the Tax Returns claim and Taxes by the Company; and (d) covenants contained in Article VIII, which may not be brought more than sixty (60) days after the time period for performing such covenant has expired. In the event of any such claim for indemnification hereunder resulting from or in connection with any claim or legal proceedings by a third party, the Indemnification Claim Notice shall specify, if known, the amount or an estimate of the amount of the liability arising therefrom. The Indemnified Party shall not settle asserted or compromise any claim anticipated to be asserted by a third party for which it is entitled to indemnification hereunder without the prior written consent reason of the Indemnifying Party; provided, however, that if suit shall have been instituted against the Indemnified Party and the Indemnifying Party shall not have taken control of such suit after notification thereof as provided in Section 12.4 of this Agreement, the Indemnified Party shall have the right to settle or compromise such claim upon giving notice to the Indemnifying Party, as provided in Section 12.4claim.

Claims for Indemnification. Whenever Within thirty (30) days after receipt by Sterling of a written notice of any claim shall arise or the commencement of any action which Sterling believes may give rise to a claim for indemnification under this Article XIISection 10, the party (parties) seeking indemnification (the “Indemnified Party”), Sterling shall notify the party (parties) from whom indemnification is sought (the “Indemnifying Party”) Shareholders, in writing, of the claim andor the commencement of such action, when known, the facts constituting the basis for such claim (an “Indemnification Claim Notice”); provided that but the failure of the Indemnified Party to give the Indemnification Claim Notice promptly such notice shall not relieve the Indemnifying Party Shareholders of any liability hereunder in respect of such claim (or the facts or circumstances giving rise thereto) except if and to the extent that such Indemnifying Party is materially prejudiced failure actually prejudices any such Shareholder with respect to such claim or harmed as a consequence action. Thereafter, Sterling shall deliver to the Shareholders within fifteen (15) days after its actual receipt thereof, copies of all written notices and documents (including court papers) received by Sterling relating to such failureclaim or action, but the failure to deliver such notices or documents shall not relieve the Shareholders of any liability hereunder except if and to the extent such failure actually prejudices any such Shareholder with respect to such claim or action. Claims Any claims for indemnification under Sections 12.1(a)this Section 10 must be asserted in writing (setting forth in reasonable detail a description of such claim, 12.1(b)together with the facts and circumstances then known to Sterling and pertaining thereto , 12.2(aif any, available at the time of such notice which Sterling's good faith judgment form the basis therefor) and 12.(bto the Shareholders before (i) with respect to those matters referenced in Section 10.2(a)(i), the expiration of the applicable survival period, if any, set forth in Section 10.1 hereof, and (ii) with respect to those matters referenced in Section 10.2(a)(ii) and 10.2(a)(iii), the third anniversary of the Closing Date, provided, however, that any claim for Losses related to a breach of a representation or warranty may not be brought pursuant to an Indemnification Claim Notice or otherwise after the date that is twenty-four (24) months from the date hereof, except for claims for indemnification with respect to (a) the representations and warranties contained in Sections 5.1, 5.2, 5.3 and 6.1 (the “Fundamental Representations”) which may be brought at any time; (b) the representations and warranties contained in Section 6.18 which 3.1 or 3.4 may not be brought after the date that is three (3) years after the Closing Date; (c) the representations and warranties contained in Section 6.8 and the indemnification pursuant to Sections 12.1(d) and 12.2(c), which may not be brought more than sixty (60) days after the statute of limitations has expired with respect to an Action relating to the Tax Returns and Taxes by the Companyasserted at any time; and (d) covenants contained in Article VIII, which may not be brought more than sixty (60) days after the time period for performing such covenant has expired. In the event of any such claim for indemnification hereunder resulting from or in connection with any claim or legal proceedings by a third party, the Indemnification Claim Notice shall specify, if known, the amount or an estimate of the amount of the liability arising therefrom. The Indemnified Party shall not settle or compromise any claim by a third party for which it is entitled to indemnification hereunder without the prior written consent of the Indemnifying Party; provided, however, that if suit shall have been instituted against any claim for Losses related to tax liabilities may be asserted at any time prior to the Indemnified Party later of the third anniversary after the Closing and the Indemnifying Party shall not have taken control date which is ninety (90) days following the expiration of any applicable period of limitations, plus any extended period applicable thereto by reason of any waiver of such suit after notification thereof as provided in period of limitations. Notwithstanding the foregoing, however, if notice of any claim for indemnification is timely given pursuant to this Section 12.4 of this Agreement10.4, the Indemnified Party shall have the right to settle or compromise litigation asserting any such claim upon giving notice claims for indemnification may be commenced subsequent to the Indemnifying Party, as provided in Section 12.4expiration of any such applicable survival period.

Claims for Indemnification. Whenever The representations, warranties, -------------------------- covenants and agreements in this Agreement shall survive the Closing subject to the limitations set forth herein and shall not be affected by any claim shall arise for indemnification under this Article XII, investigation made by the parties hereto prior to the date hereof or the Effective Time. The party (parties) seeking indemnification (the “"Indemnified Party”), ") shall notify give the party (parties) from whom indemnification is sought (the “"Indemnifying Party”") a written notice ("Notice of Claim") within sixty (60) days of the discovery of any loss, liability, claim andor expense in respect of which the right to indemnification contained in this Article 10 may be claimed; provided, when knownhowever, that the failure to give such notice within such sixty (60) day period shall not result in the waiver or loss of any right to bring such claim hereunder after such period unless, and only to the extent that, the facts constituting other party is actually prejudiced by such failure. In the event a claim is pending or threatened or the Indemnified Party has a reasonable belief as to the validity of the basis for such claim (an “Indemnification Claim Notice”); provided that the failure of claim, the Indemnified Party to may give the Indemnification Claim written notice (a "Notice promptly shall not relieve the Indemnifying Party of any liability hereunder in respect Possible Claim") of such claim (or the facts or circumstances giving rise thereto) except to the extent Indemnifying Party, regardless of whether a loss has arisen from such claim. A party shall have no liability under this Article 10 for breach of a representation or warranty, unless a Notice of Claim or Notice of Possible Claim therefor is delivered by the Indemnified Party prior to the second anniversary of the Effective Time; provided, however, that such Indemnifying as to any liability arising pursuant to Sections 4.1, 4.2, 4.3, 4.8, 4.9, 4.13, 4.14, Article 5 and Sections 6.1, 6.2, 6.3 and 6.6 hereof, any Notice of Claim or Notice of Possible Claim must be delivered by the Indemnified Party is materially prejudiced or harmed as a consequence not later than ninety (90) days after the expiration of such failure. Claims the applicable statute of limitations (including any extensions) therefor; and provided, further, that the limitations set forth in this Section 10.3 shall not apply to liability under this Article 10 for indemnification under Sections 12.1(a), 12.1(b), 12.2(a) and 12.(b) with respect to a any intentional breach of a representation or warranty may not be brought pursuant to an Indemnification Claim Notice in this Agreement or otherwise after the date that is twenty-four (24) months from the date hereof, except for claims for indemnification with respect to (a) the representations and warranties contained in Sections 5.1, 5.2, 5.3 and 6.1 (the “Fundamental Representations”) which may be brought at any time; (b) the representations and warranties contained in Section 6.18 which may not be brought after the date that is three (3) years after the Closing Date; (c) the representations and warranties contained in Section 6.8 and the indemnification pursuant to Sections 12.1(d) and 12.2(c), which may not be brought more than sixty (60) days after the statute of limitations has expired with respect to an Action relating to the Tax Returns and Taxes by the Company; and (d) covenants contained in Article VIII, which may not be brought more than sixty (60) days after the time period for performing such covenant has expired. In the event of any such claim for indemnification hereunder resulting from or in connection with any claim or legal proceedings by a third party, the Indemnification Claim Notice shall specify, if known, the amount or an estimate of the amount of the liability arising therefrom. The Indemnified Party shall not settle or compromise any claim by a third party for which it is entitled to indemnification hereunder without the prior written consent of the Indemnifying Party; provided, however, that if suit shall have been instituted against the Indemnified Party and the Indemnifying Party shall not have taken control of such suit after notification thereof as provided in Section 12.4 of this Agreement, the Indemnified Party shall have the right to settle or compromise such claim upon giving notice to the Indemnifying Party, as provided in Section 12.4.▇▇▇▇

Claims for Indemnification. Whenever any claim shall arise for In order to seek indemnification under this Article XIISection 6.2(a), Parent shall deliver an Officer’s Certificate to the party Shareholder Representative at any time on or before 11:59 p.m. (partiesEastern Time) seeking on the Survival Date; provided, however, that Parent may seek indemnification (the “Indemnified Party”), shall notify the party (partiesi) from whom indemnification is sought (the “Indemnifying Party”) of the claim and, when known, the facts constituting the basis for such claim (an “Indemnification Claim Notice”); provided that the failure of the Indemnified Party to give the Indemnification Claim Notice promptly shall not relieve the Indemnifying Party of any liability hereunder in respect of such claim (or the facts or circumstances giving rise thereto) except to the extent that such Indemnifying Party is materially prejudiced or harmed as a consequence of such failure. Claims for indemnification under Sections 12.1(a), 12.1(b), 12.2(a) and 12.(b) with respect to a breach of a representation or warranty may not be brought pursuant to an Indemnification Claim Notice of the Company contained in Section 2.1, Section 2.2 and Section 2.4 hereof or otherwise after the date that is twenty-four (24ii) months from the date hereof, except for claims for indemnification or with respect to the matters set forth in clauses (ab), (c), (d), (e) the representations and warranties contained in Sections 5.1, 5.2, 5.3 and 6.1 or (the “Fundamental Representations”f) which may be brought of Section 6.2 at any time; time prior to 11:59 p.m. (bEastern Time) on the representations and warranties contained in Section 6.18 which may not be brought after the date that is three (3) years after the Closing Date; (c) the representations and warranties contained in Section 6.8 and the indemnification pursuant to Sections 12.1(d) and 12.2(c), which may not be brought more than sixty (60) days after the statute of limitations has expired with respect to Contingent Consideration Payment Date by delivering an Action relating Officer’s Certificate to the Tax Returns and Taxes by the Company; and (d) covenants contained in Article VIII, which may not be brought more than sixty (60) days after the time period for performing such covenant has expired. In the event of any such claim for indemnification hereunder resulting from or in connection with any claim or legal proceedings by a third party, the Indemnification Claim Notice shall specify, if known, the amount or an estimate of the amount of the liability arising therefrom. The Indemnified Party shall not settle or compromise any claim by a third party for which it is entitled to indemnification hereunder without the prior written consent of the Indemnifying PartyShareholder Representative; provided, further, however, that if suit Parent may seek indemnification (i) for a breach of a representation or warranty of the Company contained in Section 2.1, Section 2.2 and Section 2.4 hereof, or (ii) for or with respect to the matters set forth in clauses (c), (d), (e) or (f) of Section 6.2 at any time after the Contingent Consideration Payment Date by delivering notice of its claim for indemnification to each Shareholder and Optionholder. Unless the Shareholder Representative or a Majority In Interest, as applicable, shall have been instituted against delivered an Objection Notice pursuant to Section 6.4(c) hereof, the Shareholders shall promptly, and in no event later than the first Business Day after the applicable deadline for submitting an Objection Notice pursuant to Section 6.4(c)(i) or (ii), as applicable, by the Shareholder Representative or the Shareholders and Optionholders, as applicable, deliver to the Indemnified Party and the Indemnifying Party shall not have taken control of such suit after notification thereof as provided in Section 12.4 of this Agreement, the Indemnified Party shall have the right to settle or compromise such claim upon giving notice an amount equal to the Indemnifying PartyLoss set forth in such Officer’s Certificate (or Parent shall set off such Loss in accordance with Section 6.3, as provided if applicable). Any payment to Indemnified Parties with respect to a claim for indemnification made prior to the Contingent Consideration Payment Date shall be made by reducing the Contingent Consideration (to the extent available) in an amount equal to such Loss pursuant to Section 12.4.6.3(b). From and after the Contingent Consideration Payment Date, and with respect to any indemnification claim that exceeds the remaining Contingent Consideration, any claim for indemnification may only be made by Parent seeking recovery directly from the Shareholders and Optionholders based on each Shareholder and

Claims for Indemnification. Whenever (i) Upon receipt by the Escrow Agent at any claim shall arise for indemnification under this Article XIItime on or before the last day of the Escrow Period of an Officer’s Certificate, the party Escrow Agent shall, subject to the provisions of Section 8.4(h) and Section 8.4(i) hereof, and subject to final resolution of the claim as set forth herein, deliver to Parent, as promptly as practicable, by wire transfer to an account or accounts designated by Parent in the Officer’s Certificate, an amount of the Escrow Funds from the Escrow Account equal to the amount of Losses already incurred or sustained by a Parent Indemnified Party and claimed in the Officer’s Certificate and finally resolved in accordance herewith. (partiesii) seeking indemnification (In the “event that a Parent Indemnified Party”Party pursues a claim directly against any Principal Stockholder or any other Person as permitted by Section 8.4(c), shall notify subject to the party (partiesprovisions of Section 8.3(b), Section 8.4(g) and Section 8.4(h) hereof, each Person from whom indemnification is sought (the an “Indemnifying Party”) shall promptly, and in no event later than 30 days after delivery of an Officer’s Certificate to each such Indemnifying Party, wire transfer to the claim and, when known, the facts constituting the basis for such claim (an “Indemnification Claim Notice”); provided that the failure of the Parent Indemnified Party an amount of cash equal to give the Indemnification Claim Notice promptly shall not relieve the Indemnifying Party of any liability hereunder in respect of such claim (or the facts or circumstances giving rise thereto) except to the extent that such Indemnifying Party is materially prejudiced or harmed as a consequence of such failure. Claims for indemnification under Sections 12.1(a), 12.1(b), 12.2(a) and 12.(b) with respect to a breach of a representation or warranty may not be brought pursuant to an Indemnification Claim Notice or otherwise after the date that is twenty-four (24) months from the date hereof, except for claims for indemnification with respect to (a) the representations and warranties contained in Sections 5.1, 5.2, 5.3 and 6.1 (the “Fundamental Representations”) which may be brought at any time; (b) the representations and warranties contained in Section 6.18 which may not be brought after the date that is three (3) years after the Closing Date; (c) the representations and warranties contained in Section 6.8 and the indemnification pursuant to Sections 12.1(d) and 12.2(c), which may not be brought more than sixty (60) days after the statute of limitations has expired with respect to an Action relating to the Tax Returns and Taxes by the Company; and (d) covenants contained in Article VIII, which may not be brought more than sixty (60) days after the time period for performing such covenant has expired. In the event of any such claim for indemnification hereunder resulting from or in connection with any claim or legal proceedings by a third party, the Indemnification Claim Notice shall specify, if known, the amount or an estimate of the amount of the liability arising therefrom. The Loss incurred or sustained. (iii) If the Stockholder Representative (or the Indemnifying Party in the event that indemnification is being sought hereunder directly from such Indemnifying Party) does not object to either the claim made in the Officer’s Certificate or the amount of Losses, whether actual or anticipated, claimed thereunder in writing within the 30 day period after delivery by the Parent of the Officer’s Certificate (with confirmation of receipt), such failure to so object shall be an irrevocable acknowledgment by the Stockholder Representative and the Stockholders (or such Indemnifying Party) that the Parent Indemnified Party shall not settle or compromise any claim by a third party for which it is entitled to indemnification hereunder without the prior written consent full amount of the Indemnifying Party; provided, however, that if suit shall have been instituted against the Indemnified Party and the Indemnifying Party shall not have taken control of claim for Losses set forth in such suit after notification thereof as provided in Section 12.4 of this Agreement, the Indemnified Party shall have the right to settle or compromise such claim upon giving notice to the Indemnifying Party, as provided in Section 12.4Officer’s Certificate.

Claims for Indemnification. Whenever The representations, warranties, covenants and agreements in this Agreement shall survive the Closing subject to the limitations set forth herein and shall not be affected by any claim shall arise for indemnification under this Article XII, investigation made by the parties hereto prior to the date hereof or the Closing Date. The party (parties) seeking indemnification (the “"Indemnified Party”), ") shall notify give the party (parties) from whom indemnification is sought (the “"Indemnifying Party”") a written notice ("Notice of the claim and, when known, the facts constituting the basis for such claim (an “Indemnification Claim Notice”); provided that the failure of the Indemnified Party to give the Indemnification Claim Notice promptly shall not relieve the Indemnifying Party of any liability hereunder in respect of such claim (or the facts or circumstances giving rise theretoClaim") except to the extent that such Indemnifying Party is materially prejudiced or harmed as a consequence of such failure. Claims for indemnification under Sections 12.1(a), 12.1(b), 12.2(a) and 12.(b) with respect to a breach of a representation or warranty may not be brought pursuant to an Indemnification Claim Notice or otherwise after the date that is twenty-four (24) months from the date hereof, except for claims for indemnification with respect to (a) the representations and warranties contained in Sections 5.1, 5.2, 5.3 and 6.1 (the “Fundamental Representations”) which may be brought at any time; (b) the representations and warranties contained in Section 6.18 which may not be brought after the date that is three (3) years after the Closing Date; (c) the representations and warranties contained in Section 6.8 and the indemnification pursuant to Sections 12.1(d) and 12.2(c), which may not be brought more than within sixty (60) days of the discovery of any Cost in respect of which the right to indemnification contained in this Article 8 may be claimed; PROVIDED, HOWEVER, that the failure to give such notice within such sixty (60) day period shall not result in the waiver or loss of any right to bring such claim hereunder after such period unless, and only to the extent that, the Indemnifying Party is actually prejudiced by such failure. A party shall have no liability under this Article 8 for a breach of any representation or warranty unless a Notice of Claim therefor is delivered by the Indemnified Party prior to the date that is twelve (12) months after the statute Closing Date. Any Notice of limitations has expired Claim shall set forth the representations, warranties, covenants and agreements with respect to which the claim is made, the specific facts giving rise to an Action relating alleged basis for the claim and the amount of Cost asserted or anticipated to be asserted by reason of the claim. For purposes of this Agreement, (a) a Notice of Claim given to the Tax Returns Majority Selling Group Representative shall be deemed to be given to all of the Majority Company Shareholders, (b) a Notice of Claim given to the Minority Company Shareholders shall be deemed given to all of the Minority Company Shareholders, (c) a Notice of Claim given to both the Minority Selling Group Representative and Taxes by the Company; Minority Selling Group Representative shall be deemed given to all the members of the Selling Group and (d) covenants contained in Article VIIIa Notice of Claim given to any of Purchaser, which Vidor or Newco shall be deemed given to all such entities, and may not be brought more than sixty (60) days after given by either Selling Group Representative or the time period for performing such covenant has expired. In the event of any such claim for indemnification hereunder resulting from or in connection with any claim or legal proceedings by a third party, the Indemnification Claim Notice shall specify, if known, the amount or an estimate of the amount of the liability arising therefrom. The Indemnified Party shall not settle or compromise any claim by a third party for which it is entitled to indemnification hereunder without the prior written consent of the Indemnifying Party; provided, however, that if suit shall have been instituted against the Indemnified Party and the Indemnifying Party shall not have taken control of such suit after notification thereof as provided in Section 12.4 of this Agreement, the Indemnified Party shall have the right to settle or compromise such claim upon giving notice to the Indemnifying Party, as provided in Section 12.4Company.

Claims for Indemnification. Whenever The representations and warranties of the Parties in this Agreement and the other Purchase Agreements shall survive the Closing and shall remain in full force and effect until the earlier of (i) the completion of an audit and the issuance of an audit opinion by the Purchaser's independent public accountants with respect to the Surviving Corporation's fiscal year ended December 31, 2000, or (ii) April 30, 2001; provided, however, that the representations and warranties set forth in Section 5.8 shall survive until expiration of any claim shall arise applicable statute of limitations (including any extensions thereof) which will preclude assertion of Tax claims against the Company or the Surviving Corporation for indemnification under matters existing on or prior to the date of this Article XII, the party (parties) Agreement. The Party seeking indemnification (the “"Indemnified Party”), ") shall notify give the party (parties) Party from whom indemnification is sought (the “"Indemnifying Party”") a written notice ("Notice of Claim") within sixty (60) days of the discovery of any loss, liability, claim andor expense in respect of which the right to indemnification contained in this Article 11 may be claimed; provided, when knownhowever, that the failure to give such notice within such sixty (60) day period shall not result in the waiver or loss of any right to bring such claim hereunder after such period unless, and only to the extent that, the facts constituting other Party is actually prejudiced by such failure. In the event a claim is pending or threatened or the Indemnified Party has a reasonable belief as to the validity of the basis for such claim (an “Indemnification Claim Notice”); provided that the failure of claim, the Indemnified Party to may give the Indemnification Claim written notice (a "Notice promptly shall not relieve the Indemnifying Party of any liability hereunder in respect Possible Claim") of such claim (or the facts or circumstances giving rise thereto) except to the extent Indemnifying Party, regardless of whether a loss has arisen from such claim. A Party shall have no liability under this Article 11 for breach of a representation or warranty, unless a Notice of Claim or Notice of Possible Claim therefor is delivered by the Indemnified Party prior to the Distribution Date (as defined in the Escrow Agreement); provided, however, that such Indemnifying Party is materially prejudiced or harmed as a consequence of such failure. Claims the limitations set forth in this Section 11.3 shall not apply to liability under this Article 11 for indemnification under Sections 12.1(a), 12.1(b), 12.2(a) and 12.(b) with respect to a any intentional breach of a representation or warranty may not be brought pursuant to an Indemnification in this Agreement. Any Notice of Claim or Notice or otherwise after of Possible Claim shall set forth the date that is twenty-four (24) months from the date hereofrepresentations, except for claims for indemnification warranties, covenants and agreements with respect to (a) which the representations and warranties contained in Sections 5.1claim is made, 5.2, 5.3 and 6.1 (the “Fundamental Representations”) which may be brought at any time; (b) the representations and warranties contained in Section 6.18 which may not be brought after the date that is three (3) years after the Closing Date; (c) the representations and warranties contained in Section 6.8 and the indemnification pursuant to Sections 12.1(d) and 12.2(c), which may not be brought more than sixty (60) days after the statute of limitations has expired with respect specific facts giving rise to an Action relating to alleged basis for the Tax Returns claim and Taxes by the Company; and (d) covenants contained in Article VIII, which may not be brought more than sixty (60) days after the time period for performing such covenant has expired. In the event of any such claim for indemnification hereunder resulting from or in connection with any claim or legal proceedings by a third party, the Indemnification Claim Notice shall specify, if known, the amount or an estimate of the amount of the liability arising therefrom. The Indemnified Party shall not settle asserted or compromise any claim anticipated to be asserted by a third party for which it is entitled to indemnification hereunder without the prior written consent reason of the Indemnifying Party; provided, however, that if suit shall have been instituted against the Indemnified Party and the Indemnifying Party shall not have taken control of such suit after notification thereof as provided in Section 12.4 of this Agreement, the Indemnified Party shall have the right to settle or compromise such claim upon giving notice to the Indemnifying Party, as provided in Section 12.4claim.

Claims for Indemnification. Whenever Any party hereto (individually -------------------------- or with others, collectively, the "Indemnitee") shall give the Principal Stockholder or Tetra Tech, as the case may be (the "Indemnitor"), written notice (the "Claim Notice") of any claim (including the receipt of any demand) or the commencement of any action with respect to which indemnity may be sought by the Indemnitee (individually, a "Claim" and collectively, "Claims"); provided, -------- however, that if the Indemnitee fails to give such Claim Notice prior to the ------- expiration of the General Liability Period or the Tax Liability Period, as applicable, all rights of the Indemnitee to assert any such Claims for a Tetra Tech Purchase Agreement Breach or Stockholder Purchase Agreement Breach, as the case may be, shall arise terminate and be forever waived. The Claim Notice shall state (i) the aggregate amount of Tetra Tech's Recoverable Losses or the Stockholders' Recoverable Losses (in either case, "Recoverable Losses") as to which indemnification is being sought (which amount may be estimated and updated from time to time); (ii) the components of the amount of Recoverable Losses for which indemnification is being sought (which components may be estimated and updated from time to time); and (iii) the specific grounds upon which the Claim for indemnification under this Article XIIis being made. The right of the Indemnitee to indemnification for a Claim shall be deemed to be accepted by the Indemnitor unless, within 30 days after the Indemnitor's receipt of the Claim Notice, the party (parties) seeking indemnification (the “Indemnified Party”), Indemnitor shall notify the party (parties) from whom indemnification is sought (Indemnitee in writing that it objects to the “Indemnifying Party”) right of the claim and, when known, the facts constituting the basis for such claim (an “Indemnification Claim Notice”); provided that the failure of the Indemnified Party Indemnitee to give the Indemnification Claim Notice promptly shall not relieve the Indemnifying Party of any liability hereunder in respect of such claim (or the facts or circumstances giving rise thereto) except to the extent that such Indemnifying Party is materially prejudiced or harmed as a consequence of such failure. Claims for indemnification under Sections 12.1(a), 12.1(b), 12.2(a) and 12.(b) with respect to a breach of a representation or warranty may not be brought pursuant to an Indemnification Claim Notice or otherwise after the date that is twenty-four (24) months from the date hereof, except for claims for indemnification with respect to (a) the representations and warranties contained in Sections 5.1, 5.2, 5.3 and 6.1 (the “Fundamental Representations”) which may be brought at any time; (b) the representations and warranties contained in Section 6.18 which may not be brought after the date that is three (3) years after the Closing Date; (c) the representations and warranties contained in Section 6.8 and the indemnification pursuant to Sections 12.1(d) and 12.2(c), which may not be brought more than sixty (60) days after the statute of limitations has expired with respect to an Action relating to the Tax Returns and Taxes by the Company; and (d) covenants contained in Article VIII, which may not be brought more than sixty (60) days after the time period for performing such covenant has expired. In the event of any such claim for indemnification hereunder resulting from or in connection with any claim or legal proceedings by a third party, the Indemnification Claim Notice shall specify, if known, the amount or an estimate of the amount of the liability arising therefrom. The Indemnified Party shall not settle or compromise any claim by a third party for which it is entitled to indemnification hereunder without the prior written consent of the Indemnifying Party; provided, however, that if suit shall have been instituted against the Indemnified Party and the Indemnifying Party shall not have taken control of such suit after notification thereof as provided in Section 12.4 of this Agreement, the Indemnified Party shall have the right to settle or compromise such claim upon giving notice to the Indemnifying Party, as provided in Section 12.4Claim.

Claims for Indemnification. Whenever (a) From and after the Closing, Purchaser and Parent shall indemnify and save and hold harmless Seller and its officers, directors, employees, agents, partners, representatives, subsidiaries, affiliates and permitted successors and assigns from and against, and promptly reimburse for, any claim shall arise for indemnification under this Article XIIand all loss, the party damage, cost, expense (parties) seeking indemnification (the “Indemnified Party”including court costs and reasonable attorneys' fees), shall notify the party (parties) from whom indemnification is sought (the “Indemnifying Party”) of the claim andfine, when knownpenalty, the facts constituting the basis for such suit, action or claim (an “Indemnification Claim Notice”); provided that the failure collectively, Losses) caused by or arising from any claims of the Indemnified Party to give the Indemnification Claim Notice promptly shall not relieve the Indemnifying Party third parties arising from (i) Assumed Liabilities, (ii) any breach by Parent of any liability hereunder in respect representation, warranty or covenant of such claim Parent hereunder, (or the facts or circumstances giving rise theretoiii) except failure to the extent that such Indemnifying Party is materially prejudiced or harmed as a consequence of such failure. Claims for indemnification under Sections 12.1(a), 12.1(b), 12.2(a) and 12.(b) provide notification to Employees with respect to a the transaction contemplated under this Agreement in accordance with applicable law, including, without limitation, Section 613a of the German Civil Code, and (iv) any failure by Purchaser to discharge its obligations under the Seller Contracts in accordance with Section 1.6 above, provided, however, the aggregate amount required to be paid by Purchaser and Parent pursuant to this Section 6.3(b) shall not exceed $927,000, and none of Seller or any other person otherwise entitled to indemnity under this Section 6.3(b) shall have any right to recover from Purchaser and Parent for any Losses exceeding such amount. (b) From and after the Closing, the Seller shall indemnify and save and hold harmless each of Purchaser and Parent and their respective officers, directors, employees, agents, partners, representatives, subsidiaries, affiliates and permitted successors and assigns from and against, and promptly reimburse for, any and all Losses caused by or arising from any claims of third parties arising from (i) Retained Liabilities, (ii) any breach by Seller of a any representation or warranty may not be brought pursuant to an Indemnification Claim Notice or otherwise after the date that is twenty-four (24) months from the date hereofof Seller hereunder, except for claims for indemnification with respect to (a) the representations and warranties contained in Sections 5.1, 5.2, 5.3 and 6.1 (the “Fundamental Representations”) which may be brought at any time; (b) the representations and warranties contained in Section 6.18 which may not be brought after the date that is three (3) years after the Closing Date; (c) the representations and warranties contained in Section 6.8 and the indemnification pursuant to Sections 12.1(d) and 12.2(c), which may not be brought more than sixty (60) days after the statute of limitations has expired with respect to an Action relating to the Tax Returns and Taxes by the Company; and (diii) covenants contained any failure by Seller to discharge its obligations under the Seller Contracts in Article VIII, which may not be brought more than sixty (60) days after the time period for performing such covenant has expired. In the event of any such claim for indemnification hereunder resulting from or in connection accordance with any claim or legal proceedings by a third party, the Indemnification Claim Notice shall specify, if known, the amount or an estimate of the amount of the liability arising therefrom. The Indemnified Party shall not settle or compromise any claim by a third party for which it is entitled to indemnification hereunder without the prior written consent of the Indemnifying PartySection 1.6 above; provided, however, that if suit the aggregate amount required to be paid by Seller pursuant to this Section 6.3(b) shall not exceed $927,000, and none of Purchaser, Parent or any other person otherwise entitled to indemnity under this Section 6.3(b) shall have been instituted against any right to recover from Seller for any Losses exceeding such amount; provided, further, in the Indemnified Party and the Indemnifying Party event Seller shall not have taken control of such suit after notification thereof as provided in be subject to liability under this Section 12.4 of this Agreement6.3(b), the Indemnified Party Seller shall have the right option to settle satisfy such liability either by cash payment or compromise such claim payment in Stock (or the shares into which the Stock is converted) based upon giving notice the Stock's Primary Liquidation Preference value pursuant to the Indemnifying Party, as provided in Section 12.4.Certificate of Designation..

Claims for Indemnification. Whenever The representations, warranties, covenants and agreements in this Agreement shall survive the Closing subject to the limitations set forth herein and shall not be affected by any claim shall arise for indemnification under this Article XII, investigation made by the parties hereto prior to the date hereof or the Effective Time. The party (parties) seeking indemnification (the “"Indemnified Party”), ") shall notify give the party (parties) from whom indemnification is sought (the “"Indemnifying Party”") a written notice ("Notice of Claim") within sixty (60) days of the discovery of any loss, liability, claim andor expense in respect of which the right to indemnification contained in this Article 9 may be claimed; provided, when knownhowever, that the failure to give such notice within such sixty (60) day period shall not result in the waiver or loss of any right to bring such claim hereunder after such period unless, and only to the extent that, the facts constituting other party is actually prejudiced by such failure. In the event a claim is pending or threatened or the Indemnified Party has a reasonable belief as to the validity of the basis for such claim (an “Indemnification Claim Notice”); provided that the failure of claim, the Indemnified Party to may give the Indemnification Claim written notice (a "Notice promptly shall not relieve the Indemnifying Party of any liability hereunder in respect Possible Claim") of such claim (or the facts or circumstances giving rise thereto) except to the extent Indemnifying Party, regardless of whether a loss has arisen from such claim. A party shall have no liability under this Article 9 for breach of a representation or warranty, unless a Notice of Claim or Notice of Possible Claim therefor is delivered by the Indemnified Party prior to the second anniversary of the Effective Time; provided, however, that such Indemnifying as to any liability arising pursuant to Sections 3.1, 3.2, 3.3, 3.9, 3.11, 3.18, 3.21 or 3.23, Article 4 or Sections 5.1, 5.2 or 5.3 hereof, any Notice of Claim or Notice of Possible Claim must be delivered by the Indemnified Party is materially prejudiced or harmed as a consequence not later than ninety (90) days after the expiration of such failure. Claims the applicable statute of limitations (including any extensions) therefor; and provided, further, that the limitations set forth in this Section 9.4 shall not apply to liability under this Article 9 for indemnification under Sections 12.1(a), 12.1(b), 12.2(a) and 12.(b) with respect to a any intentional breach of a representation or warranty may not be brought pursuant to an Indemnification in this Agreement. Any Notice of Claim or Notice or otherwise after of Possible Claim shall set forth the date that is twenty-four (24) months from the date hereofrepresentations, except for claims for indemnification warranties, covenants and agreements with respect to (a) which the representations and warranties contained in Sections 5.1claim is made, 5.2, 5.3 and 6.1 (the “Fundamental Representations”) which may be brought at any time; (b) the representations and warranties contained in Section 6.18 which may not be brought after the date that is three (3) years after the Closing Date; (c) the representations and warranties contained in Section 6.8 and the indemnification pursuant to Sections 12.1(d) and 12.2(c), which may not be brought more than sixty (60) days after the statute of limitations has expired with respect specific facts giving rise to an Action relating to alleged basis for the Tax Returns claim and Taxes by the Company; and (d) covenants contained in Article VIII, which may not be brought more than sixty (60) days after the time period for performing such covenant has expired. In the event of any such claim for indemnification hereunder resulting from or in connection with any claim or legal proceedings by a third party, the Indemnification Claim Notice shall specify, if known, the amount or an estimate of the amount of the liability arising therefrom. The Indemnified Party shall not settle asserted or compromise any claim anticipated to be asserted by a third party for which it is entitled to indemnification hereunder without the prior written consent reason of the Indemnifying Party; provided, however, that if suit shall have been instituted against the Indemnified Party and the Indemnifying Party shall not have taken control of such suit after notification thereof as provided in Section 12.4 of this Agreement, the Indemnified Party shall have the right to settle or compromise such claim upon giving notice to the Indemnifying Party, as provided in Section 12.4claim.

Claims for Indemnification. Whenever any claim The representations, warranties, -------------------------- covenants and agreements in this Agreement shall arise for indemnification under this Article XII, survive the Closing subject to the limitations set forth herein. The party (parties) seeking indemnification (the “"Indemnified Party”), ") shall notify give the party (parties) from whom indemnification is sought (the “"Indemnifying Party”") a written notice ("Notice of Claim") within sixty (60) days of the discovery of any loss, liability, claim andor expense in respect of which the right to indemnification contained in this Article 10 may be claimed; provided, when knownhowever, that the failure to give such notice within such sixty (60) day period shall not result in the waiver or loss of any right to bring such claim hereunder after such period unless, and only to the extent that, the facts constituting other party is actually prejudiced by such failure. In the event a claim is pending or threatened or the Indemnified Party has a reasonable belief as to the validity of the basis for such claim (an “Indemnification Claim Notice”); provided that the failure of claim, the Indemnified Party to may give the Indemnification Claim written notice (a "Notice promptly shall not relieve the Indemnifying Party of any liability hereunder in respect Possible Claim") of such claim (or the facts or circumstances giving rise thereto) except to the extent Indemnifying Party, regardless of whether a loss has arisen from such claim. A party shall have no liability under this Article 10 for breach of a representation or warranty, unless a Notice of Claim or Notice of Possible Claim therefor is delivered by the Indemnified Party prior to the second anniversary of the Effective Time; provided, however, that such Indemnifying as to any liability arising pursuant to Sections 4.1, 4.2, 4.3, 4.8, 4.9, 4.13, 4.14, Article 5 and Sections 6.1, 6.2 and 6.3 hereof, any Notice of Claim or Notice of Possible Claim must be delivered by the Indemnified Party is materially prejudiced or harmed as a consequence not later than ninety (90) days after the expiration of such failure. Claims the applicable statute of limitations (including any extensions) therefor; and provided, further, that the limitations set forth in this Section 10.3 shall not apply to liability under this Article 10 for indemnification under Sections 12.1(a), 12.1(b), 12.2(a) and 12.(b) with respect to a any intentional breach of a representation or warranty may not be brought pursuant to an Indemnification in this Agreement. Any Notice of Claim or Notice or otherwise after of Possible Claim shall set forth the date that is twenty-four (24) months from the date hereofrepresentations, except for claims for indemnification warranties, covenants and agreements with respect to (a) which the representations and warranties contained in Sections 5.1claim is made, 5.2, 5.3 and 6.1 (the “Fundamental Representations”) which may be brought at any time; (b) the representations and warranties contained in Section 6.18 which may not be brought after the date that is three (3) years after the Closing Date; (c) the representations and warranties contained in Section 6.8 and the indemnification pursuant to Sections 12.1(d) and 12.2(c), which may not be brought more than sixty (60) days after the statute of limitations has expired with respect specific facts giving rise to an Action relating to alleged basis for the Tax Returns claim and Taxes by the Company; and (d) covenants contained in Article VIII, which may not be brought more than sixty (60) days after the time period for performing such covenant has expired. In the event of any such claim for indemnification hereunder resulting from or in connection with any claim or legal proceedings by a third party, the Indemnification Claim Notice shall specify, if known, the amount or an estimate of the amount of the liability arising therefrom. The Indemnified Party shall not settle asserted or compromise any claim anticipated to be asserted by a third party for which it is entitled to indemnification hereunder without the prior written consent reason of the Indemnifying Party; provided, however, that if suit shall have been instituted against the Indemnified Party and the Indemnifying Party shall not have taken control of such suit after notification thereof as provided in Section 12.4 of this Agreement, the Indemnified Party shall have the right to settle or compromise such claim upon giving notice to the Indemnifying Party, as provided in Section 12.4claim.

Claims for Indemnification. Whenever (i) Upon receipt by the Escrow Agent at any claim shall arise for indemnification under this Article XIItime on or before the last day of the Escrow Period of an Officer's Certificate or upon resolution of any claims identified in a Pending Claims Certificate, the party Escrow Agent shall, subject to the provisions of Section 7.3(f) hereof, deliver to Parent, as -------------- promptly as practicable, Pro Rata from Merger Cash and Merger Shares in the Escrow Fund an amount equal to such Losses (parties) seeking indemnification (with the “Indemnified Party”), shall notify the party (parties) from whom indemnification is sought (the “Indemnifying Party”) value of the claim and, when known, Escrow Shares as calculated based on the facts constituting the basis for such claim Closing Stock Price). (an “Indemnification Claim Notice”); provided that the failure of ii) If Losses incurred or sustained by the Indemnified Party to give the Indemnification Claim Notice promptly shall not relieve the Indemnifying Party of any liability hereunder in respect of such claim (or the facts or circumstances giving rise thereto) except to the extent that such Indemnifying Party is materially prejudiced or harmed as a consequence of such failure. Claims for indemnification under Sections 12.1(a), 12.1(b), 12.2(a) and 12.(b) with respect to a breach of a representation or warranty may not be brought pursuant to an Indemnification Claim Notice or otherwise after the date that is twenty-four (24) months from the date hereof, except for claims for indemnification with respect to (a) the representations and warranties contained in Sections 5.1, 5.2, 5.3 and 6.1 (the “Fundamental Representations”) which may be brought at any time; (b) the representations and warranties contained in Section 6.18 which may not be brought after the date that is three (3) years after the Closing Date; (c) the representations and warranties contained in Section 6.8 and the indemnification pursuant to Sections 12.1(d) and 12.2(c), which may not be brought more than sixty (60) days after the statute of limitations has expired Parties with respect to an Action relating Excluded Claim exceed the Escrow Fund then available, then an Indemnified Party may make a claim directly against the Shareholders; provided, that with respect to Losses arising from Fraud, then an Indemnified Party may only make a claim directly against the Tax Returns and Taxes by the Company; and (d) covenants contained in Article VIII, which may not be brought more than sixty (60) days after the time period for performing such covenant has expiredPrincipal Shareholders. In the event an Indemnified Party pursues indemnity directly against the Shareholders or Principal Shareholders, as the case may be, subject to the provisions of Sections 7.3(f) --------------- and 7.5(b), each Shareholder shall promptly, and in no event later than thirty ------ (30) days after delivery of an Officer's Certificate or upon resolution of any claims identified in a Pending Claims Certificate to the Shareholder Representative, wire transfer to the Indemnified Party an amount equal to such claim for indemnification hereunder resulting from or Shareholder's Pro Rata Basis of such Loss. (iii) If the Shareholder Representative (as defined in connection with any claim or legal proceedings Section ------- 7.4) does not object in writing within the thirty (30) day period after delivery ---- by a third party, the Indemnification Claim Notice shall specify, if known, the amount or an estimate Parent of the Officer's Certificate, such failure to so object shall be an irrevocable acknowledgment by the Shareholder Representative and Shareholders (including the Principal Shareholders) that the Indemnified Party is entitled to the full amount of the liability arising therefromclaim for Losses set forth in such Officer's Certificate. (iv) Upon resolution of a Pending Claim, Parent promptly shall deliver an Officer's Certificate with respect to such claim to the Shareholder Representative and the Escrow Agent. The If the Shareholder Representative (as defined in Section 7.4) does not object in writing within the thirty (30) day ----------- period after delivery by the Parent of the Officer's Certificate, such failure to so object shall be an irrevocable acknowledgment by the Shareholder Representative and Shareholders (including the Principal Shareholders) that the Indemnified Party shall not settle or compromise any claim by a third party for which it is entitled to indemnification hereunder without the prior written consent full amount of the Indemnifying Party; provided, however, that if suit shall have been instituted against the Indemnified Party and the Indemnifying Party shall not have taken control of claim for Losses set forth in such suit after notification thereof as provided in Section 12.4 of this Agreement, the Indemnified Party shall have the right to settle or compromise such claim upon giving notice to the Indemnifying Party, as provided in Section 12.4Officer's Certificate.

Claims for Indemnification. (i) Whenever any claim shall arise for indemnification under this Article XII, the party (parties) seeking indemnification (the “Indemnified Party”Section 8(b), First Sierra shall notify describe such claim in a written notice ("Notice of Claim") to the party Shareholder (partiesand for purposes of this Section 8(e), a notice given by First Sierra pursuant to Section 8(d) from whom indemnification is sought (the “Indemnifying Party”shall constitute a "Notice of Claim") of the claim and, when known, specify the facts constituting the basis for such claim (an “Indemnification Claim Notice”); provided that the failure of the Indemnified Party to give the Indemnification Claim Notice promptly shall not relieve the Indemnifying Party of any liability hereunder in respect of such claim (or the facts or circumstances giving rise thereto) except to the extent that such Indemnifying Party is materially prejudiced or harmed as a consequence of such failure. Claims for indemnification under Sections 12.1(a), 12.1(b), 12.2(a) and 12.(b) with respect to a breach of a representation or warranty may not be brought pursuant to an Indemnification Claim Notice or otherwise after the date that is twenty-four (24) months from the date hereof, except for claims for indemnification with respect to (a) the representations and warranties contained in Sections 5.1, 5.2, 5.3 and 6.1 (the “Fundamental Representations”) which may be brought at any time; (b) the representations and warranties contained in Section 6.18 which may not be brought after the date that is three (3) years after the Closing Date; (c) the representations and warranties contained in Section 6.8 and the indemnification pursuant to Sections 12.1(d) and 12.2(c), which may not be brought more than sixty (60) days after the statute of limitations has expired with respect to an Action relating to the Tax Returns and Taxes by the Company; and (d) covenants contained in Article VIII, which may not be brought more than sixty (60) days after the time period for performing such covenant has expired. In the event of any such claim for indemnification hereunder resulting from or in connection with any claim or legal proceedings by a third party, the Indemnification Claim Notice shall specify, if known, the amount or an estimate of the amount of such claim. (ii) Following the liability arising therefromreceipt by Shareholder of each Notice of Claim, Shareholder may give First Sierra written notice ("Notice of Objection") (1) attaching a copy of such Notice of Claim, (2) stating that, in the opinion of Shareholder, the claim described in such Notice of Claim is invalid (either in whole or in specified part) under the terms of Section 8 hereof, (3) giving the reasons for the alleged invalidity, and (4) stating that, based on such alleged invalidity, Shareholder objects to the payment of any portion of the amount claimed pursuant to such Notice of Claim. The Indemnified Party shall If a Notice of Objection alleges that a Notice of Claim is only partially invalid, Shareholder, within 30 days of the receipt of such Notice of Claim, agrees to deliver to First Sierra that portion of the amount claimed pursuant to such Notice of Claim as to which no objection is made. (iii) First Sierra and Shareholder agree to submit to final and binding arbitration pursuant to Section 10(o) any and all disputes Shareholder has specified in a Notice of Objection or First Sierra has specified in a Notice of Claim to which Shareholder has not settle or compromise responded within 30 days of receipt of such Notice of Claim. If pursuant to any claim by a third party for which such arbitration proceeding it is entitled determined that Shareholder is obligated to indemnification hereunder without the prior written consent of the Indemnifying Party; providedmake payment to First Sierra, however, that if suit then such payment shall have been instituted against the Indemnified Party and the Indemnifying Party shall not have taken control of be made to First Sierra no later than 30 days following such suit after notification thereof as provided in Section 12.4 of this Agreement, the Indemnified Party shall have the right to settle or compromise such claim upon giving notice to the Indemnifying Party, as provided in Section 12.4determination.